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JNK INDIA LTD.

26 December 2025 | 03:59

Industry >> Engineering - Heavy

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ISIN No INE0OAF01028 BSE Code / NSE Code 544167 / JNKINDIA Book Value (Rs.) 92.72 Face Value 2.00
Bookclosure 18/09/2025 52Week High 669 EPS 5.40 P/E 47.49
Market Cap. 1434.27 Cr. 52Week Low 211 P/BV / Div Yield (%) 2.76 / 0.00 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2025-03 

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

1. FINANCIAL PERFORMANCE:

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

(' in Millions)

Standalone

Consolidated

Particulars

Financial Year
2024-25

Financial Year
2023-24

Financial Year
2024-25

Financial Year
2023-24

Revenue from Operations

4732.94

4773.18

4766.45

4804.59

Other Income

184.23

25.74

183.69

25.17

Total Income

4917.17

4 798.92

4950.14

4829.76

Purchase of Stock-in-Trade

2532.04

2034.23

2722.97

2056.45

Changes in Inventory of Finished Goods, Stock-in¬
Trade & Work in Progress

7.70

206.23

(160.96)

206.24

Employee Benefit Expenses

452.12

513.94

456.53

518.62

Other Expenses

1278.05

1009.29

1282.78

1003.48

Profit Before Depreciation, Interest,
Exceptional Items & Tax

647.26

1035.23

648.82

1044.97

Depreciation

63.25

56.19

63.23

56.19

Profit Before Interest, Exceptional Items & Tax

584.01

979.04

585.59

988.78

Interest & Finance Cost

144.94

99.69

144.97

99.81

Profit Before Exceptional Items & Tax

439.07

879.35

440.62

888.97

Exceptional Items (Impairment Loss)

0.00

0.00

0.00

0.00

Profit Before Tax

439.07

879.35

440.62

888.97

Net Tax Expense

137.66

262.00

138.58

262.48

Net Profit After Tax for the year

301.41

617.35

302.04

626.49

Other Comprehensive Income / (Loss) for the year

(2.75)

(1.19)

(2.85)

(3.36)

Total Comprehensive Income for the year

298.66

616.16

299.19

623.13

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

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

Item Head

Amount of net
proceeds as
proposed in the
Offer Document

Amount of
revised net
proceeds

Fund Utilised till
March 31, 2025

Total unutilized
amount as on
March 31, 2025

Funding working capital requirements

2.626.90

2,651.35

2,339.00

312.35

General corporate purposes

170.49

Not applicable

170.00

0.49

Total

2,797.39

-

2,509.00

312.84

2. STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK
(A) BUSINESS OPERATIONS

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

Sr.

No.

Project Details

1.

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

2.

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

3.

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

4.

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

5.

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


Standalone:

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

Consolidated:

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

(B) FUTURE PLANS AND STRATEGIES

Aligned with our long-term vision of being a trusted
technology solutions provider with a strong foundation in
combustion equipment, we remain focused on executing

Note:

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

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

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

projects involving technology furnaces, process-fired heaters,
process plants, green energy solutions, flares, incinerators,
and energy storage systems.

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

LISTING OF SECURITIES AND ANNUAL LISTING
FEES:

All the equity shares of the Company i.e. 5,59,53,915 equity
shares of '2/- each are listed on both the exchanges i.e BSE
Limited ("
BSE") and National Stock Exchange of India Limited
("
NSE"). The Company has paid the Annual Listing Fees for the
financial year 2025-26 to BSE and NSE, where the Company's
shares are listed.

4. SHARE CAPITAL

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

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

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

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

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

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

5. DIVIDEND

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

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

6. DIVIDEND DISTRIBUTION POLICY ("DDP")

The Company adopted the DDP on June 9, 2023. There has
been no change in DDP during the year, and the same is
disclosed on the Company's website:
https://drive.google.
com/file/d/1Q zKchSqoR8dxf1 S-oe1ILELSH-bEE /view

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

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

8. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES

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

A. JNK India Private FZE: This subsidiary is mainly
engaged in the erection works of CCR, NHT, MHC and

CDU (A, B & C) Heaters for Dangote Oil Refinery and
petrochemicals project.

B. JNK Renewable Energy Private Limited: This subsidiary

is engaged in the business of Solar EPC.

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

Your Company has formulated a Policy for determining
Material Subsidiaries. The said policy is available on the
website of the Company at
https://drive.google.com/
file/d/149GtE0kKaqzUCvLzNPbB42wvczS-iq0p/view. No
Company has become/ceased to be an Associate or Joint
Venture during the 2024-25.

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

9. BOARD OF DIRECTORS AND THEIR MEETINGS

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

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

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

NUMBER OF BOARD MEETINGS HELD

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

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

BOARD COMMITTEES

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

10. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination
and Remuneration Committee, framed a policy for selection
and appointment of Directors, Key Managerial Personnel and
Senior Management and their remuneration. The Nomination
Remuneration Evaluation Policy is available on the website of
the Company at
https://drive.google.com/file/d/1zAKFWf34F
33RIjxgfMBY0ecRrsDfy D-/view.

11. KEY MANAGERIAL PERSONNEL ("KMP")

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

Sr.

No Name of KMP Designation

1. Mr. Arvind Kamath Chairperson & Whole Time

(DIN: 00656181) Director

2. Mr. Goutam Rampelli Vice Chairperson & Whole Time

(DIN: 07262728)# Director

3. Mr. Dipak Bharuka Whole Time Director & Chief

(DIN: 09187979) Executive Officer

4. Mr. Pravin Sathe Chief Financial Officer

5. Mr. Ashish Soni Company Secretary &

(Mem. No. A26538) Compliance Officer

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

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

12. INDEPENDENT DIRECTORS

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

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

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

13. FAMILIARIZATION PROGRAM FOR THE
INDEPENDENT DIRECTORS

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

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

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

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

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

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

16. RISK MANAGEMENT

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

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

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

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

18. DEPOSITS

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

19. RELATED PARTY TRANSACTIONS

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

However, the details of transactions with Related Parties are
provided in the Company's financial statements in accordance
with the Accounting Standards. All Related Party Transactions
are presented to the Audit Committee and the Board. Omnibus
approval is obtained for the transactions which are foreseen
and repetitive in nature. A statement of all related party
transactions is presented before the Audit Committee and the
Board on a quarterly basis, specifying the nature, value and
terms and conditions of the transactions. The Related Party
Transactions Policy is available on our website, at
https://drive.
google.com/file/d/1uxwzeU1cz18VAxdVhvFOoeb5utdivDYi/
view.

20. ANNUAL RETURN

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

21. DISCLOSURE ABOUT DISQUALIFICATION

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

22. ENVIRONMENT AND SAFETY

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

23. BUSINESS RESPONSIBILITY AND SUSTAINABLE
REPORTING (BRSR)

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

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

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

25. DETAILS OF LOANS AVAILED FROM DIRECTORS
OR THEIR RELATIVES

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

26. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the
Act, your Directors, to the best of their knowledge and ability,
hereby confirms that:

a) in the preparation of the annual accounts the financial
year ended March 31, 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

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

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

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

e) the directors had laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

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

27. AUDITORS AND AUDITORS' REPORT

a) Statutory Auditors

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

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

b) Cost Auditors

Pursuant to section 148 of the Act and on the recommendation
of Audit Committee, the Board by passing resolution in its
meeting held on August 13,2024 appointed M/s Shekhar Joshi
& Company, Cost Accountants, (Firm Registration Number
100448), as Cost Auditor for conducting the audit of cost
records maintained by the Company for the financial year
2024-25

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

c) Disclosure on Cost Records

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

d) Secretarial Auditors

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

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

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

28. EMPLOYEE STOCK OPTION PLAN (ESOP)

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

Pursuant to Regulation 14 of the SEBI; SBEB & SE Regulations,
a statement giving complete details, as at March 31, 2025,

Sr.

No.

Particulars

Description

1.

Options outstanding (including
vested and unvested options) - as
at the beginning of year

3,48,000

2.

Options granted during the year

Nil

3.

Options vested & Not exercised

15,000

4.

Options exercised

166,500

5.

Total Number of shares arising as a
result of exercise of options

1,66,500

6.

Options lapsed/ surrendered

15,000

7.

The exercise price

'2/-

8.

Variation of terms of options

Not applicable

9.

Money realized by exercise of
options

'3,33,000/-

10.

Total number of options (including
vested and unvested options) in
force at the end of the year

1,66,500

11

Employee wise details of options
granted to

(i) Key Managerial personal

Nil

(ii) Employees who receives a
grant of options in any one
year of option amounting to

No. of
Name of _

Options

Employee Granted

5% or more of options granted.

Nil Nil

Total Nil

iii) identified employees who were
granted option, during any
one year, equal to or exceeding
1% of issued capital of the
Company at the time of grant.

Nil

B. Technology Absomtion:

is available on the website of the Company https://www.
jnkindia.com .

Details of ESOP-2022 as on March 31, 2025

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

29. CREDIT RATING

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

Facilities/Instruments

Ratings

Bank Guarantee

CRISIL A2

Cash Credit

Crisil A-/Stable

Term Loan

Crisil A-/Stable

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

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

A. Conservation of Energy:

(i)

The steps taken or impact The details of conservation
on conservation of energy; of energy by the Company

(ii)

The steps taken by the during the financial year
company for utilising
2024-25 are given in the

alternate sources of energy; Business Responsibility
and Sustainability Report

(iii)

The capital investment which forms part of this

on energy conservation Annual Report.
equipments;

(i)

the efforts made towards
technology absorption;

No new technology has
been absorbed during the
financial year.

(ii)

the benefits derived like
product improvement,
cost reduction, product
development or import
substitution;

Not applicable.

(iii)

in case of imported
technology (imported
during the last three
years reckoned from the
beginning of the financial
year)

No new technology has

been imported

during the last three years.

(a) the details of

technology imported;

(b) the year of import;

(c) whether the technology
been fully absorbed;

(d) if not fully absorbed,
areas where absorption
has not taken place, and
the reasons thereof;
and

(iv)

the expenditure incurred on Nil
Research and Development.

C. Foreign Exchange Earnings and Outgo:
Details of earnings in foreign exchange:

Particulars

FY 2024-25

FY 2023-24

Export of goods calculated on
FOB basis

477.41

340.49

Professional and Consultancy
fees

-

-

Other Income

193.93

166.08

Total Earning in foreign
Exchange

671.34

506.57

Details of expenditure in foreign exchange:

Particulars

FY 2024-25

FY 2023-24

Import of goods calculated on

CIF basis

(i) Raw Material

2223.95

151.36

(ii) Component and spare parts

-

-

(iii) Capital goods

-

-

Professional and Consultancy
fees

0.51

10.27

Technical fees

100.29

16.81

Other expenditure

444.25

44.52

Total Expenditure in

2769.01

222.95

foreign Exchange

31. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

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

32. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

33. CORPORATE GOVERNANCE REPORT

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

34. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is
attached as Annexure-D to this Board's Report. The statement
containing names of the top 10 employees, in terms of
remuneration drawn and the particulars of employees as
required under the Section 197(12) of the Act read with Rule 5(2)
and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, the report and
the accounts are being sent to the Members, excluding the
aforesaid Annexure. In terms of Section 136 of the Act, the
said Annexure is available for inspection at the registered

office of the Company during business hours on working
days upto the date of forthcoming AGM. Any member
interested in obtaining a copy thereof may send an email to
investorrelations@jnkindia.com.

35. DISCLOSURE AS PER THE SEXUAL
HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL)
ACT, 2013.

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

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

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

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

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

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

36. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

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

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

37. INTERNAL FINANCIAL CONTROLS

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

38. SECRETARIAL STANDARDS

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

39. AWARDS AND RECOGNITIONS

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

40. COMPLIANCE WITH MATERNITY BENEFIT ACT,
1961

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

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

41. OTHER DISCLOSURES:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CAUTIONARY STATEMENT:

Statements in this Report, Management Discussion and
Analysis, Corporate Governance, Notice to the Shareholders
or elsewhere in this Annual Report, describing the Company's
objectives, projections, estimates and expectations may
constitute 'forward looking statement' within the meaning
of applicable laws and regulations. Actual results might
differ materially from those either expressed or implied
in the statement depending on the Market conditions
and circumstances.

ACKNOWLEDGEMENTS:

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

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

For and on behalf of the Board of Directors of

JNK India Ltd.

Arvind Kamath

Chairperson & Whole Time Director

(DIN: 00656181)

Place: Khandala

Date: August 7, 2025