JTL Industries Ltd Directors Report

The record date fixed for determining the entitlement of Members for payment of dividend is Friday, September 12, 2025.

According to the Finance Act, 2020, dividend income will be 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.

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.

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

In terms of the requirement of the Listing Regulations, the

Board has identified core 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.

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 fulfilment of key responsibilities, establishment 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 fulfilment of key responsibilities, 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.

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 24, 2025 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 and Mr. Rakesh Mohan Garg, all the then Independent Directors were present at the Meeting.

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.

During the year under review, Mrs. Preet Kamal Bhatia ceased to be Independent Director of the Company w.e.f. February 12, 2025 on account of expiry of her second term of 5 years. The Board of Directors on the recommendations of the Nomination and Remuneration Committee appointed Mrs. Raman Chadha (DIN: 10913870) as Independent Woman Director (Additional) on the Board of the Company w.e.f January 28, 2025 for a period of 5 years and her appointment was also approved by shareholders of the Company through Postal Ballot concluded on April 24, 2025.

Further, Sh. Mithan Lal Singla, Promoter and NonExecutive Director of Company ceased to Director of the Company w.e.f. June 08, 2025 due to his sudden demise.

Further, the Board of Directors in their meeting held on August 27, 2025 appointed Mr. Jagdeep Kumar Goel (DIN: 10398389) as Additional Director (Non-Executive and Non-Independent) on the Board of the Company up to the upcoming Annual General Meeting.

Apart from this, there were no changes in Directors/ KMPs of the Company.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. Madan Mohan and Sh. Dhruv Singla, Directors of the Company, are liable to retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

During the year 2024-25, None of the Directors resigned/removed from the Board of 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).

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, 7 (Seven) Board Meetings and 6 (Six) 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.

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 24, 2025 which also reviewed the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole.

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 attributes, independence of Director, and also remuneration for key managerial personnel and other employees, forms part of the Corporate Governance Report of this Annual Report.

The Company has presently seven Key Managerial Personnel viz. Mr. Madan Mohan, Mg. Director, Mr. Rakesh Garg, Executive 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.

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.

The evaluation process for the financial year 2024-25 has been completed.

As per the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31,2025 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

7. Mr. Atul Garg, Chief Financial Officer

In accordance with the provisions of the Companies Act, 2013 (Act), Mr. Madan Mohan and Mr. Dhruv Singla, Directors will be liable to retire by rotation in the ensuing Annual General Meeting and being eligible, offers themselves for re-appointment at the ensuing AGM.

As on date Audit Committee of the Board consists of five Directors as Chairperson/ Members namely Mr. Ashok Goyal, (Chairperson), Mr. Rakesh Mohan Garg, Mr. Sukhdev Raj Sharma, Mrs. Raman Chadha, 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.

The Board met 7 (Seven) 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 Obligations 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.

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.

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.

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.

During the year under consideration, Company obtained credit rating from Infomerics Valuation and Rating Private Limited for its short term and long term exposures. The Ratings assigned by Infomerics for the Bank Facilities through its Press Release dated October 23, 2024 was as under:

Long Term Bank facilities: IVR/A Positive Short Term Bank facilities: IVR A1

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company in their meeting held on May 27, 2025 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 a term of five consecutive years i.e. from the financial year 2025-26 to 2029-30.

The Secretarial Audit Report for the financial year ended March 31,2025 under Act, read with Rules made thereunder and Regulation 24A of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof 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 08, 2019, a Report on annual secretarial compliances by S.V. Associates, Practicing Company Secretaries for the year ended March 31,2025 is submitted to stock exchanges. There are no observations, reservations or qualifications in the said Report.

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.

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.

Pursuant to Section 134(3) of the Act and Regulation 21 of SEBI (LODR) Regulations, 2015, during the FY 2024-25 Risk Management Committee was in place. As on date, it comprises of Mr. Dhruv Singla (Chairperson), Mr. Rakesh

Garg, Mr. Sukhdev Raj Sharma and Mrs. Raman Chadha. The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the Risk Management process. During 2024-25, two Meetings were held on May 10, 2024 and October 30, 2024 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 identified major 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.

There is no change in the nature of the business of the Company. Your Company tends to run the same business activities till date.

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

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

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

During the financial year 2024-25, 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 31,2025.

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 2024-25.

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.

As on date, Company has two (2) subsidiaries viz. JTL Tubes Limited and JTL Engineering Limited. JTL Tubes Limited is a wholly owned Subsidiary of the Company, which has not yet commenced its operations fully. Further, during

FY 2024-25, Company had acquired 66.96% stake in Nabha Steels & Metals, a partnership firm, which was on March 11, 2025 incorporated as a public limited Company in the name of JTL Engineering Limited.

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

Apart from above subsidiary companies, there are no Associate Companies/Joint ventures of the Company as on March 31,2025.

The Company has designed and implemented a process driven framework for Internal Financial Controls. For the year ended on March 31, 2025, 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.

There are no significant and material orders passed by the Regulators/ Courts which would impact the going concern status of the Company and its future operations.

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 2024-25 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.

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 subsection (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

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.

In accordance with the applicable provisions of the Companies Act, 2013 and Regulation 24A of SEBI (LODR) Regulations, 2015 and based on the recommendation of the Audit Committee, the Board of Directors of the Company in their meeting held on May 27, 2025 appointed M/s S.V Associates, a peer reviewed firm, Prop. Sahil Malhotra, Practicing Company Secretaries, as the Secretarial Auditors of the Company for conducting the secretarial audit for a term of five consecutive years i.e. from financial year 202526 to 2029-30. The said appointment is subject to approval of the members of the Company in the ensuing Annual General Meeting of the Company.

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

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.

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

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 year 2024-25:

* a) Number of Complaints of sexual harassment received in the year: NIL

b) Number of complaints disposed off during the year: NIL

c) Number of cases pending for more than 90 days: NIL

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.

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.

The Securities and Exchange Board of India Vide SEBI (LODR) (Second Amendment) Regulations, 2021 effective from 5.5.2021, 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 2024-25, in accordance with Regulation 34(2)(f) of the Listing Regulations forms part of this Annual Report of the Company.

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

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.

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 year 2024-25.

The Board of Directors has decided to retain the entire amount of profit in the profit and loss account. Accordingly, the Company has not transferred any amount to the Reserves for the year ended March 31,2025.

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

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.

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 2023-24. The Cost Audit Report for the same was filed within the prescribed time limits. For the Year 2024-25 also, the Cost Audit Report shall be duly within 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 2025-26, on a remuneration as mentioned in the Notice of 34th Annual General Meeting.

A Certificate from 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 34th Annual General Meeting and the same is recommended for your consideration and ratification.

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.

As on March 31, 2025, 97.09% Equity Shares were in dematerialised form with National Securities Depository Limited and Central Depository Services (India) Limited and rest 2.91% were in physical form.

The properties/assets of your Company are adequately insured.

There were no materially significant related party 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 Cr. 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.

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, 2025. 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).

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.

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 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.

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 2024-25 with Banks or Financial Institution.

iii. The Company is in compliance of Maternity Benefit Act, 1961.

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.

Electronic copy of the Annual Report for FY 2024-25 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. Additionally, in accordance with Regulation 36(1)(b) of the Listing Regulations, the Company is also sending a letter to members whose e-mail IDs are not registered with the Company/RTA/DP providing the weblink of Companys website from where the Annual Report of the Company for the financial year 2024-25 can be accessed. 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.

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.

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

In line with the Companys commitment towards conservation of energy, all units and the corporate office 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:

• Installation of Variable Frequency Drives at various locations.

• Installation of LED Lights at the manufacturing facilities and the office premises.

• Replacement of motors rewinded more than twice with the new motors.

• Installation of solar panels at the head office.

• Streamlined production processes to reduce cycle time and eliminate energy wastage.

• Conducted regular maintenance of plant and machinery to ensure optimal performance and reduce energy losses.

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.

During the year, Company continued to install 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. Also during the year, Company installed solar panels at its Registered Office in Chandigarh as alternate source of energy.

Apart from this, Company follows various other measures for conservation of energy including (i) Replacing old, inefficient lighting and appliances with energy-efficient models.

(ii) Educating employees about the benefits of 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.

Besides continuing the measures taken in earlier years, following steps were taken during the year 2024-25 with a view to reduce the cost of energy and consequently the cost of production.

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. To achieve such objectives, during the year company installed Direct Forming Technology ("DFT") at its Mangaon facility and running smoothly. The Company is actively involved in the development and implementation of advanced utility generation system to make manufacturing process more efficient.

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): During the year, the Company successfully implemented Direct Forming Technology ("DFT") at its Mangaon facility, 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 upgradation.

a. Quality Improvement

b. Yield/Productivity Improvement

c. Energy Conservation

d. New Technology/Product development

a. Better Quality; reduced wastages

b. Cleaner environment

c. Safer operations and improved

competitiveness

d. Consumer satisfaction

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. 24,782.49 Lacs (Rs. 12,655.19 Lacs in the previous year)

Outgo : Rs. 34,864.79 Lacs (Rs. 4,486.89 Lacs in the

previous year)

To,

The Members,

JTL Industries Limited SCO 18-19, Sector- 28C,

Chandigarh-160002

(CIN: L27106CH1991PLC011536)

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by JTL Industries Limited (hereinafter called "the Company"). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, and authorised representatives during the conduct of secretarial audit of the Company, I hereby report that in my opinion, the Company has, during the audit period covering the Financial Year ended on March 31,2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the Financial Year ended on March 31,2025 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (SCRA) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Byelaws framed thereunder;

(iv) The Foreign Exchange Management Act, 1999 and

the rules and regulations made thereunder wherever

applicable

(v) The Regulations and Guidelines prescribed under the

Securities and Exchange Board of India Act, 1992

(SEBI Act) viz.:

(a) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015

(b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(c) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(d) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(e) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; Not applicable during the period under review

(f) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations. 2008; Not applicable during the period under review

(g) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009: and

(i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998. Not Applicable during the year under review

(vi) other applicable Acts/Laws

• The Factories Act, 1948

• Employees State Insurance Act, 1948

• Employees Provident Fund Act, 1952

• Factories Act, 1948

• Payment Of Wages Act, 1936, and rules made thereunder,

• The Minimum Wages Act, 1948, and rules made thereunder,

• Employees State Insurance Act, 1948, and rules made thereunder,

• The Employees Provident Fund and Miscellaneous Provisions Act, 1952, and rules made thereunder,

• The Payment of Bonus Act, 1965, and rules made thereunder,

• Payment of Gratuity Act, 1972, and rules made thereunder,

• Standards of Weights and Measurement Act, 1976

• The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of Pollution) Rules, 1975,

• Air (Prevention & Control of Pollution) Act, 1981,

• Hazardous Wastes (Management, Handling & Transboundary Movement) Rules, 2008

• Food Safety and Standards Act, 2006, and rules made there under.

• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

• Environment Protection Act, 1986

• Labor Laws.

• Industrial Dispute Act, 1947

• Inflammable Substance Act, 1952

• Transfer of Property Act, 1882

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of

Company Secretaries of India.

(ii) The Listing Agreements entered into by the Company with BSE Limited, NSE Limited and Metropolitan Stock Exchange of India Limited.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

I further report that,

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors.

Adequate notice was given to all Directors to the scheduled Board Meetings and further agenda and detailed notes on agenda were sent at least seven days in advance, other than those held at shorter notice in compliance with the provisions of the Act and Secretarial Standards, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decisions were carried through while the dissenting members views were captured and recorded as part of the minutes.

I further report that during the audit period the following events took place, which had a bearing on the affairs of the Company in pursuance of the above referred laws, rules, regulations, guidelines, standards etc.

1. QUALIFIED INSTITUTIONAL PLACEMENT: Pursuant to the provisions of SEBI (Issue of Capital and Disclosure Requirements) Regulations, read with Section 23, 42, 62(1)(c) of the Companies Act, 2013 and other applicable laws, rules, regulations and subject to amendments thereof, the Fund Raising Committee of the Board of Directors of the Company in their meeting held on July 23, 2024 had allotted 1,42,18,009 (One crore Forty two Lacs Eighteen Thousand Nine) equity shares of Rs. 2/- each at an Issue Price of Rs. 211/- per share aggregating to Rs. 2,99,99,99,899/- (Rupees Two Hundred Ninety Nine Crores Ninety Nine Lacs Ninety Nine Thousand Eight Hundred Ninety Nine Only) to the Qualified Institutional Buyers (QIBs), NonPromoter and Non- Public category pursuant to the Qualified Institutional Placement (QIP).

2. STOCK SPLIT: During the year, the Shareholders of the Company in their Extra-Ordinary General Meeting held

on October 26, 2024 approved the sub-division/split of Face Value of its equity shares from Rs. 2/- per share to Re. 1/- per share. The record date for the stock-split was November 15, 2024. Consequently, the Paid-up capital of the Company got revised from 19,65,40,815 Equity Shares of Rs. 2 each to 39,30,81630 Equity Shares of Re. 1 each.

3. DELISTING FROM METROPOLITAN STOCK EXCHANGE OF INDIA LIMITED: During the year, the Board of Directors of the Company in their meeting held on January 28, 2025 approved the delisting of Companys shares from the Metropolitan Stock Exchange of India Limited ("MSEI"). Accordingly, MSEI granted its approval and Companys shares got delisted from the MSEI w.e.f. April 02, 2025.

I further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

This Report is to be read with our letter of event date which is annexed as Annexure A and forms an integral part of this Report.

To,

The Members,

JTL Industries Limited

SCO 18-19, Sector- 28C,

Chandigarh-160002

(CIN: L27106CH1991PLC011536)

1. It is the responsibility of the management of the Company to maintain secretarial records, device proper system to ensure compliance with the maintenance of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the Company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Companys management is adequate and appropriate for us to provide a basis for our opinion.

4. Whenever required, we have obtained the managements representation about the compliance of laws, rules and regulations and happening of event etc.

5. The Secretarial Audit Report is neither assurance as to the further viability of the Company nor of the efficacy of effectiveness with which the management has conducted the affairs of the Company.

6. We have not verified the correctness and

appropriateness of financial and books of accounts of the Company.

1. Ratio of remuneration of each director to the median remuneration of the employees of the Company for the Financial Year 2024-2025 and percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the Financial Year 2024-25

*For this purpose, sitting fees paid to the directors has not been considered as remuneration. Non-executive/ Independent Directors are entitled only to sitting fee. The details of remuneration/sitting fee paid are given in Corporate Governance Report.

2. Percentage increase/(decrease) in the median remuneration of employees in the financial year: 10.82%

3. The number of permanent employees on the rolls of Company as on March 31,2025: 738

4. Average percentile increase/decrease already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and any exceptional circumstances for increase in the managerial remuneration:

The percentage increase in the salaries of employees other than Managerial Personnel in financial year 2024-25 was 9%. The increments given to employees are based on their potential, performance and contribution, which is benchmarked against applicable industry norms. Average increase in remuneration for employees other than Managerial Personnel is in line with the industry peers and is also outcome of market competitiveness.

5. Key parameters for any variable component of remuneration availed by the directors: Not Applicable.

6. It is hereby affirmed that the remuneration paid is as per the as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

1. Reporting period of the Subsidiary is the same as that of the Company. JTL Engineering Limited booked other income amounting Rs. 5.57 Lacs earned as Interest.

2. Names of subsidiaries which are yet to commence operations: Nil

3. Names of subsidiaries which have been liquidated or sold during the year: Nil

4. Part B of the Annexure is not applicable as there are no Associate Companies/Joint ventures of the Company as on March 31,2025.

(a) The objective of the Company is to contribute to the education, social welfare, skill development and technical education, health related, economic development of the communities, animal welfare, sports, measures for reducing inequalities faced by socially and economically backward groups, so as to promote sustained growth for the society and community and in particulars take up the activities as included in Schedule VII of the Companies Act, 2013.

(b) The CSR Committee facilitates the Annual CSR action plan containing the clear terms of reference outlining the key tasks, duration of assignment, allocation of budget for different projects, method of implementation and review. The CSR budget shall be according to Companies Act, 2013.

(c) Any surplus arising out of the CSR projects or programmes or activities shall not form part of the business profit of the Company. Any unpsent amounts shall be dealt with in accordance with the provisions of Companies Act, 2013 as amended from time to time. Any unspent amount, other than unspent amount relating to an ongoing project, will be transferred to a Fund specified in

Schedule VII, within a period of six months of the expiry of the financial year

(d) Project activities identified under CSR are to be directly handled by the Company or implemented by agencies, which would include Educational Institutes, Universities, Societies, Voluntary Organisations (VOs) formal or informal Elected local bodies such as Panchayats etc., Institutes/ Academics Institutions, Trusts, Hospitals, Self Help Groups, Govt./Semi Govt./Autonomous Organisations or institutes, Mahila Mandals, Professional Consultancy Organisations etc.

(e) The Corporate Social Responsibility activities undertaken by the Company will be monitored by the Corporate Social Responsibility Committee duly constituted by the Board. The committee will be responsible to institute a transparent monitoring mechanism for implementation of the CSR projects or programmes or activities undertaken by the Company.

During the year 2024-25, the Company had identified certain projects/activities on which the CSR expenditure for the financial year was made. The activities included promoting education, including research, healthcare, special education and employment enhancing vocation skills, skill development and technical education, social welfare, animal welfare etc.

*ceased to be member of CSR Committee w.e.f. January 28, 2025 due to completion of her second tenure.

**appointed as member of CSR Committee w.e.f. January 29, 2025.

***Mr. Mithan Lal Singla ceased to be the member of committee due to his sudden demise on June 08, 2025. Mr. Dhruv Singla was appointed as member w.e.f. June 08, 2025.

4. Details of Impact assessment of CSR projects carried out in pursuance of sub-rule (3) of rule 8 of the Companies (Corporate Social responsibility Policy) Rules, 2014, if applicable: Not Applicable

5. Details of the amount available for set off in pursuance of sub-rule (3) of rule 7 of the Companies (Corporate Social responsibility Policy) Rules, 2014 and amount required for set off for the financial year, if any

6. Average net profit of the Company as per section 135(5).: Rs. 11818.74 Lacs

(a) Average net profit of the Company as per section 135(5): Rs. 11818.74 Lacs

(b) Two percent of average net profit of the Company as per section 135(5): Rs. 236.37 Lacs

(c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years: N.A.

(d) Amount required to be set off for the financial year, if any: Rs. 0.40 Lacs (being excess amount spent in FY 2023-24) available for set off from previous year 2023-24.

(e) Total CSR obligation for the financial year [(b)+(c)-(d)]:Rs. 235.97 Lacs

8. (a) CSR amount spent or unspent for the financial year:

(b) Details of CSR amount spent against ongoing projects for the financial year:

(c) Details of CSR amount spent against other than ongoing projects for the financial year:

(d) Amount spent in Administrative Overheads- Nil

(e) Amount spent on Impact Assessment, if applicable- Not Applicable

(f) Total amount spent for the Financial Year- Rs. 255.00 Lacs. (8b+8c+8d+8e)

(g) Excess amount for Set off, if any: Rs. 19.03 Lacs

9. (a) Details of Unspent CSR amount for the preceding three financial years : Nil/ N.A.

(b) Details of CSR amount spent in the financial year for ongoing projects of the preceding financial year(s): Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created acquired through CSR spent in the financial year (asset-wise details). - Not Applicable

(a) Date of creation or acquisition of the capital asset(s). - NA

(b) Amount of CSR spent for creation or acquisition of capital Asset - NA

(c) Details of the entity or public authority or beneficiary under whose name such capital asset is registered, their address etc. - NA

(d) Provide details of the capital asset(s) created or acquired (including complete address and location of the capital asset).- NA

11. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5). - Not Applicable