Your directors are pleased to present the 35^th Annual Report of JTL Defence Limited (Formerly known as RCI Industries &
Technologies Limited) together with the Audited Financial Statements for the financial year ended March 31, 2026 (the "Financial
Year")

1. FINANCIAL HIGHLIGHTS: (In Rs. Lakhs)

2. COMPANY'S PERFORMANCE AND REVIEW/ STATE
OF COMPANY AFFAIRS:

Standalone: The total revenue (net) of your Company for
the year ended March 31, 2026 stood at Rs.1928.77 Lakhs as
against Rs.97.99 Lakhs during the previous year ended March
31, 2025. The Profit after tax for the year ended March 31, 2026
is Rs. 26.78 Lakhs as against the loss of Rs. 644.04 Lakhs during
the previous year ended March 31, 2025.

Consolidated: The total revenue (net) of your Company for
the year ended March 31, 2026 stood at Rs. 1928.77 Lakhs
as against Rs.97.99 Lakhs during the previous year ended
March 31, 2025. The Profit after tax for the year ended March
31, 2026 is Rs.26.78 Lakhs as against the loss of Rs.644.04
Lakhs during the previous year ended March 31, 2025.

3. HOLDING COMPANY:

JTL Industries Limited is the holding Company which
holds 95% of total paid-up equity share capital of the
Company as on March 31, 2026.

4. TRANSFER TO RESERVES:

The Company was under the Corporate Insolvency
Resolution Process (CIRP) from November 25, 2022, to
October 9, 2025. During the period from April 1, 2025, to
October 9, 2025, being a part of the financial year under
review, the management and affairs of the Company
were vested in and administered by the Resolution
Professional in accordance with the provisions of the
Insolvency and Bankruptcy Code, 2016. Pursuant to the
successful implementation of the approved Resolution

Plan, the management and control of the Company were
handed over to the present management with effect from
December 08, 2025. Accordingly, the present management
has relied upon the documents, records, and information
made available by the Resolution Professional in respect of
the period during which the Company was under CIRP.

The Company's Reserves & Surplus as at March 31,
2026, stood at Rs. 18568.42 lakhs, as compared to Rs.
(28,666.52) lakhs as at March 31, 2025. Further, opening
balance of retained earnings after adjustment with other
comprehensive income amounting to Rs. (28,666.52) lakhs
has been transferred to Capital Reserves during the period
under review.

Further details relating to the Reserves & Surplus are
provided in the Note No. 12 to the Audited Financial
Statements for the financial year ended March 31, 2026,
which form an integral part of this Annual Report.

5. DIVIDEND:

The company has not recommended any dividend for the
year ended March 31, 2026.

6. CHANGE IN SHARE CAPITAL:

During the year under review, there was no change in the
Authorized Share Capital of the Company.

Further, pursuant to the Resolution Plan approved by the
Hon'ble NCLT, New Delhi Bench, vide its Order dated
October 09, 2025, the capital structure of the Company was
restructured.

The issued, subscribed and paid-up equity share capital
of the Company stood at Rs. 15,67,64,150 comprising
1,56,76,415 equity shares of Rs. 10 each prior to the
implementation of the approved Resolution Plan. Pursuant
to the implementation of the Resolution Plan, Entire share
capital held by erstwhile promoters and promoter group
of the Company was extinguished without any payout.
[(erstwhile) Promoter shareholding: NIL] and the shares
held by the public shareholders of the Company as on the
record date (i.e. 28^th November 2025) was reduced to 5%
of the fully diluted capital structure of the entity post the
implementation of the Resolution Plan. In other words,
cancellation/ extinguishment of the entire shareholding of
the existing shareholders as on the record date without any
payment of consideration and re-issue of 01 equity share of
INR 10/- each for every 9.4464 equity shares of INR 10/-
each held by the public shareholders on the Record date.

Further, any fractional entitlement shall be held in trust
and shall be treated in a manner as may be permissible by
the law. Accordingly, 5,26,315 equity shares of Rs. 10 each
were issued to public shareholders.

Further, 1,00,00,000 equity shares of Rs. 10 each were
allotted on a preferential basis to the Successful Resolution
Applicant (SRA) i.e. JTL Industries Limited. Consequently,
the issued, subscribed and paid-up equity share capital
of the Company as at March 31, 2026, is Rs. 10,52,63,150
comprising 1,05,26,315 equity shares of Rs. 10 each.

7. LISTING INFORMATION:

The equity shares allotted pursuant to the Resolution
Plan had received re-listing and trading approval from
BSE Limited on February 20, 2026 and April 24, 2026
respectively. The ISIN of the Company is INE140B01048.

8. SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES COMPANIES:

The Company has following Subsidiary and Associate Companies:

Further, no company has become or ceased to be the Subsidiary,
Joint Venture and Associate Company during the period under
review.

9. DEPOSITS:

During the financial year 2025-26, 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, 2026.

10. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of business of the
Company during the period under review.

11. BOARD OF DIRECTOR'S & KEY MANAGERIAL
PERSONNEL:Change in Management of Company:

Members may take note that the Company underwent the
Corporate Insolvency Resolution Process (CIRP) under the

Insolvency and Bankruptcy Code, 2016, pursuant to the NCLT,
New Delhi order dated November 25, 2022. During the CIRP,
the Company's management was handled by the Resolution
Professional and the powers of the Board of Directors remained
suspended. Following the successful implementation of the
Resolution Plan, management was transferred to the Successful
Resolution Applicant i.e. JTL Industries Limited with effect from
December 08, 2025 and the Directors and KMPs were appointed
pursuant to the applicable laws.

During the financial year under review, the Company
witnessed several changes in the composition of its Board
of Directors and Key Managerial Personnel ("KMP") to
strengthen its governance framework and align with its
business requirements.

Pursuant to the Order dated October 09, 2025, passed
by the Hon'ble NCLT, New Delhi Bench approving the
Resolution Plan as submitted by JTL Industries Limited,
the Successful Resolution Applicant ("SRA"), the following
changes has been taken place w.e.f October 28, 2025 as per
the approved Resolution Plan;

* Re-constituted Board, pursuant to Approved Resolution Plan, had take note and approved to continue Ms. Sarika Kaur as
Company Secretary & Compliance Officer of the Company w.e.f August 09, 2025

Further, the Board of Directors including Independent Directors and Key Managerial Personnel (KMP) has been duly
appointed and resigned in line with the provisions of The Companies Act, 2013 read with rules made thereunder, SEBI (LODR)
Regulations, 2015 and other applicable laws for the time being in force w.e.f January 6, 2026 as follows;

* Mr. Madan Mohan was redesignated as Whole-time
Director of the Company w.e.f November 21, 2025.

** Mr. Rakesh Garg was redesignated as Chairperson &
Non-Executive Director of the Company w.e.f November
21, 2025.

12. BOARD MEETINGS:

The Board met 8 (Eight) 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.

13. DECLARATIONS BY INDEPENDENT DIRECTORS:

All Independent Directors were appointed with effect from
January 06, 2026, in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Company has received the requisite declarations
from all Independent Directors pursuant to Section 149(7)
of the Companies Act, 2013 and Regulation 25(8) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, confirming that they meet the criteria
of independence prescribed under Section 149(6) of the
Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The Independent Directors have further
confirmed that they are not disqualified from being

appointed, re-appointed, or continuing as Independent
Directors of the Company.

The Independent Directors have also confirmed that they
are registered with the Independent Directors' Databank
maintained by the Indian Institute of Corporate Affairs
("IICA"), as required under the applicable provisions of
the Companies Act, 2013 and the rules framed thereunder.

14. STATEMENT REGARDING OPINION OF THE
BOARD WITH REGARD TO INTEGRITY, EXPERTISE
& EXPERIENCE (INCLUDING THE PROFICIENCY)
OF THE INDEPENDENT DIRECTORS APPOINTED
DURING THE YEAR:

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 appointed on the Board during the
period under review. 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).

15. BOARD EVALUATION:

Pursuant to applicable provisions of the Companies
Act, 2013 and the SEBI Listing Regulations, the Board
in consultation with its Nomination & Remuneration
Committee, has formulated a framework containing,
inter-alia, the process, format, attributes, and criteria for
performance evaluation of the entire Board of the Company,
its committees and individual directors, including
Independent Directors. The evaluation process inter alia
considers attendance of Directors at Board and committee
meetings, acquaintance with business, communicating
inter-se board members, effective participation, domain
knowledge, compliance with code of conduct, vision
and strategy, etc., which complies with applicable laws,
regulations, and guidelines.

Board evaluation processes, including in relation to the
Chairman, individual directors, and committees, constitute
a powerful and valuable feedback mechanism to improve
Board effectiveness, maximize strengths, and highlight
areas for further development.

The Meeting of Independent Directors was held on March
31, 2026, without the presence of Non-Independent
Directors and members of the management. During the
meeting, the Independent Directors noted that performance
of the Non-Independent Directors and the Board as a
whole was satisfactory and meets the expectations of good
corporate governance.

Further, annual performance of board, committees and all
the Directors has been reviewed by the Board of Directors
in its meeting held on May 06, 2026 and found satisfactory.

16. FAMILIARISATION PROGRAMME FOR

INDEPENDENT DIRECTORS:

Your company follows a structured familiarisation
programme through various reports and internal policies
for the Independent Directors with a view to update them
on the Company's policies on a regular basis. Letter of
Appointment(s) are issued to Independent Directors setting
out in detail, the terms of appointment, duties, responsibilities
and expected time commitments. Each newly appointed
Independent Director is taken through a formal induction
programme including the presentation from the Managing
Director on the Company's manufacturing, marketing,
finance and other important aspects. All our Directors are
aware and also updated, whenever required, of their role,
responsibilities, liabilities and obligations under the provisions
of the Companies Act, 2013 and rules made there under an
Agreement/ Regulation 25 of the Listing Regulations, 2015.

The details of the Familiarisation Programmes for
Independent Directors are made available on Company's
website at the web link: https://jtldefence.com/wp-
content/uploads/2026/07/7.-Familarisation-Programme-
for-Independent-Directors.pdf.

17. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

In terms of Regulation 34 read with Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('Listing Regulations'), Management
Discussion and Analysis report ("MD&A Report") is
provided as Annexure-1 to this Report.

18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS OR COURTS:

During FY 2022-23, the Hon'ble National Company Law
Tribunal ("NCLT"), New Delhi Bench, vide its order
dated November 25, 2022, admitted an application filed
by Standard Chartered Bank Singapore Limited, under
Section 9 of the Insolvency and Bankruptcy Code, 2016
("IBC"), for initiation of Corporate Insolvency Resolution
Process ("CIRP") against the Company. Mr. Brijesh Singh
Bhadauriya, bearing Registration No. IBBI/IPA-002/IP-
N01045/2020-2021/13385, was appointed as the Interim
Resolution Professional and subsequently confirmed as
the Resolution Professional. The powers of the Board of
Directors stood suspended and the affairs of the Company

were managed by the Resolution Professional in accordance
with the provisions of the IBC.

The Company remained under CIRP from November 25, 2022
to October 09, 2025. Subsequently, the Hon'ble NCLT, New
Delhi Bench, vide its order dated October 09, 2025, approved
the Resolution Plan submitted under the IBC, 2016. Pursuant
to the approval of the Resolution Plan, the management and
control of the Company were handed over in accordance with
the terms of the approved Resolution Plan and the present
management assumed control of the affairs of the Company.

The aforesaid approval of the Resolution Plan and the
consequent change in the management constituted a
significant development for the Company and have impact
on Company's operations in future.

Except as stated above, there were no other significant and
material orders passed by any regulator, court or tribunal
during the financial year 2025-26 which could have an
impact on the going concern status of the Company or its
future operations.

19. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS:

The details of loans, guarantees and investments covered
under Section 186 of the Companies Act, 2013 and details of
loans from Banks/FIs/ Directors, are provided in Financial
Statements and Notes thereto. During the year under
review, the Company has complied with the provisions of
Sections 185 and 186 of the Companies Act, 2013 in respect
of loans granted and investments made.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES REFERRED TO IN SECTION
188(1) OF THE COMPANIES ACT, 2013:

All the related party transactions are entered on arm's
length basis and in ordinary course of business and are in
compliance with the applicable provisions of the Companies
Act, 2013. Form AOC -2 in terms of Section 134 of the Act
read with Rule 8 of the Companies (Accounts) Rules,
2014, giving details of contract or arrangement is attached
herewith as Annexure- 2. All related party transactions
are presented to the Audit Committee and the Board, if
required for approval. Related Party Transaction Policy is
available on the Company's website at https://jtldefence.
com/wp-content/uploads/2026/07/10.-Related-Party-
Transactions-Policy.pdf.

21. DISCLOSURE OF COMPLAINTS OF SEXUAL
HARASSMENT:

The Company was under Corporate Insolvency Resolution
Process ("CIRP") from November 25, 2022 to October 9,
2025, during which the management of the Company was
vested with the Resolution Professional. Accordingly, the
Reconstituted Board and present management do not have
complete information or records relating to the period prior to
their appointment. Present Management has Zero-tolerance
policy towards sexual harassment at the workplace and has
constituted Internal Complaints Committee(s) ("ICCs") for
prevention and redressal of complaints.

Based on the records and information presently available
with the present management, following is the summary

of sexual harassment complaints received and disposed of
during the year 2025-26:

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

b) Number of complaints disposed of during the year: Nil

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

22. STATEMENT AS TO INTERNAL COMPLAINTS
COMMITTEE:

In terms of Companies (Accounts) Amendment Rules,
2018, it is hereby stated that the Company has complied
with provisions relating to the constitution of Internal
Complaints Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

23. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the extract
of the Annual Return of the Company for the Financial Year
ended on March 31, 2026 is uploaded on the website of the
Company i.e. www.jtldefence.com and can be accessed
through the link https://jtldefence.com/annual-return/

24. CORPORATE SOCIAL RESPONSIBILITY:

The Company was under the Corporate Insolvency
Resolution Process ("CIRP") from November 25, 2022
to October 9, 2025, during which the management and
affairs of the Company were vested with the Resolution
Professional. Since the Company did not meet the criteria
prescribed under Section 135 of the Companies Act, 2013,
the provisions of the said Section were not applicable to the
Company during the financial year under review.

However, the new management of the Company duly constituted voluntarily, a "Corporate Social Responsibility Committee
as follows;

25. NOMINATION AND REMUNERATION POLICY:

The objective of the Nomination and 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 Company's stakeholders. The salient
features of the nomination and remuneration policy of the
Company is forming part of Corporate Governance Report.
The Nomination and Remuneration Policy of the Company
is available on Company website and can be accessed at
https://jtldefence.com/wp-content/uploads/2026/07/8.-
Nomination-and-Remuneration-Policy.pdf.

26. PARTICULARS OF EMPLOYEES AND
REMUNERATION:

A. Details of the ratio of the remuneration of each director
to the median employee's remuneration and other details
as required pursuant to Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014.

The information required under Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in terms of Remuneration of Directors of the
Company to the median employee's remuneration and
other details are provided in Annexure-3.

B. Details of every employee of the Company as required
pursuant to Rule 5(2) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

The Company has no such employee drawing
remuneration in excess of the limits prescribed under Rule
5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014.

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to Section 177(9) of the Companies Act, 2013 and
applicable provisions of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has formulated a Vigil Mechanism/Whistle Blower Policy
for directors and employees to report genuine concerns.
The Vigil Mechanism/ Whistle Blower Policy has been
uploaded on the website of the Company and can be
accessed through weblink at https://jtldefence.com/wp-
content/uploads/2026/07/5.-Whistle-Blower-Policy.pdf.

28. STATEMENT ON COMPLIANCE WITH APPLICABLE
SECRETARIAL STANDARDS:

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

29. INVESTOR EDUCATION AND PROTECTION FUND:

The company went into CIRP (i.e., from November 25, 2022
to October 9, 2025), and the management of the affairs of the
Company during the aforesaid period was vested with and
carried out by the Resolution Professional in accordance
with the provisions of the Insolvency and Bankruptcy
Code, 2016. The present management has no information
available in this regard during the period under review.

30. CORPORATE GOVERNANCE REPORT:

Your Company is in compliance with all the applicable
provisions of Corporate Governance as stipulated under
Chapter IV of the Listing Regulations. A detailed report
on Corporate Governance as required under the Listing

Regulations is provided as Annexure-4 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.

31. MATERNITY BENEFIT ACT, 1961:

The Company have complied with the applicable
provisions of the Maternity Benefit Act, 1961 during the
period under review.

32. UNCLAIMED AND FRACTIONAL SHARES LYING IN
THE ESCROW DEMAT ACCOUNT:

Total 2260 equity shares (1965 equity shares relating to
fractional entitlements and 295 unclaimed equity shares)
having Face Value of Rs. 10/- each of the Company are
lying in the Escrow Demat Account during the period
under review.

33. DECLARATION REGARDING CODE OF CONDUCT:

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

34. THE DETAIL OF APPLICATION MADE/PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016:

The Company was under CIRP since November 25, 2022 till
October 09, 2025. Hon'ble NCLT, New Delhi Bench vide its
order dated October 09, 2025 had approved the Resolution

Plan submitted by JTL Industries Limited, the Successful
Resolution Applicant ("SRA").

During the year under review the Company had not made
any application and no proceeding was pending under
Insolvency & Bankruptcy Code, 2016 (IBC, 2016) as at
March 31, 2026.

35. DIFFERENCE IN AMOUNTS OF VALUATIONS, IF
ANY:

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

36. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

The Company has established a robust internal control
framework to commensurate with the scale and complexity
of its operations. The Board of Directors oversees the
effectiveness of the internal control system and periodically
reviews its adequacy to ensure efficient business operations,
reliable financial reporting and compliance with applicable
laws and regulations. The internal control framework is
designed to safeguard the Company's assets against loss,
unauthorised use or disposition, ensure that transactions
are duly authorised, accurately recorded and reported,
maintain the reliability of accounting records and financial
information, and ensure compliance with applicable laws,
regulations and internal policies.

The Audit Committee maintained an active relationship
with Statutory and Internal Auditors, leveraging their
expertise to scrutinise audit outcomes and monitor the
implementation of corrective measures.

38. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of its knowledge and ability,
confirm that:

a. In the preparation of the annual accounts, the
applicable accounting standards had 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, 2026 and of the profit of the
Company for that period;

c. The directors had taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of Companies Act,
2013 and Rules made thereunder 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; and

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.

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.

39. AUDITORS AND AUDITORS' REPORT:STATUTORY AUDITORS:

The members of the Company at 32^nd Annual General
Meeting held on February 10, 2026, had appointed M/ s
R. Bansal & Co., Chartered Accountants (Registration No.:
002736N), earlier approved by the Monitoring Committee
constituted for implementation of relevant Hon'ble NCLT

Orders and Board of Directors, as the Statutory Auditors
of the Company for the term of 5 (five) years w.e.f. FY
2025-26 to FY 2029-30, who shall hold the office of the
Statutory Auditors of the Company from the conclusion of
the 32^nd Annual General Meeting until the conclusion of the
Annual General Meeting of the Company to be held for the
Financial Year 2029-30.

The Auditor's Report on the Annual Accounts of the
Company for the year under review is self-explanatory and
requires no comments. Further, there are no qualifications
in the report that calls for Board's explanation.

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.

COST AUDITORS:

The Company has maintained cost records for certain
products as specified by the Central Government under
sub-section (1) of Section 148 of the Companies Act, 2013.
Based on the recommendation of the Audit Committee,
the Board of Directors has appointed M/ s. Balwinder
& Associates, Cost Accountants (Firm Registration No.
000201), as the Cost Auditor of the Company to conduct the
cost audit for the financial year 2026-27, at a remuneration
as set out in the Notice convening the 35^th Annual General
Meeting of the Company.

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.

REPORTING OF FRAUDS:

There was no instance of fraud during the year under
review, which required the Statutory Auditors to report
to the Audit Committee and / or to the Board as required
under Section 143(12) of the Act and the rules made
thereunder.

SECRETARIAL AUDITORS:

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 January 06, 2026 had appointed M/s Rajeev
Bhambri & Associates, Company Secretaries (Certificate of
Practice No. 9491), 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 aforesaid appointment had been also approved by
the members in the 34^th AGM of the Company held on
Thursday, February 12, 2026.

The Secretarial Audit Report for the financial year ended
March 31, 2026 under the Companies Act, 2013 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-5 to this report. The said report contains
the details of non-compliances observed during the period
under review, which are self-explanatory and requires no
further comments or explanations from the Board.

INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies
Act, 2013 and Companies (Accounts) Rules, 2014, and
other applicable provisions of the said Act and Rules
made thereunder, based on the recommendation of the
Audit Committee, the Board of Directors of the Company
in their meeting held on March 31, 2026 appointed M/ s
Vikas Kshitij & Associates Chartered Accountants (FRN
043524N) as the Internal Auditors of the Company for the
financial year 2025-26 and 2026-27.

40. MATERIAL EVENT AFTER BALANCE SHEET 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 this report.

41. BUSINESS RISK MANAGEMENT:

Pursuant to Section 134(3)(n) of the Companies Act, 2013,
your management at regular intervals evaluates various
risks faced by the Company which could affect its business
operations or threaten its existence. Major risks identified
by the businesses and functions from time to time are
systematically addressed through mitigating actions on a
continuing basis. At present, in the opinion of the Board
of Directors, there are no risks which may threaten the
existence of the Company.

42. APPLICABILITY AND MAINTENANCE OF COST
RECORDS:

In terms of Companies (Accounts) Amendment Rules,
2018, a Disclosure is hereby made that maintenance of
cost records as specified by the Central Government under
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.

43. ACKNOWLEDGEMENTS:

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

For and on behalf of the Board of Directors
JTL Defence Limited
(Erstwhile RCI Industries & Technologies Limited)Sd/- Sd/-Pranav Singla Dhruv SinglaManaging Director Whole-time DirectorDIN: 07898093 DIN: 02837754