The Board of Directors of JTL Industries Limited ('JTL’ or
'Company') are pleased to present the 34th Annual Report
on the business and operations of JTL Industries Limited,
along with the summary of the standalone and consolidated
financial statements for the financial year ended March 31,
2025.

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

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

A brief summary of the Company's standalone and
consolidated performance during the year ended March 31,
2025 is given below.

FINANCIAL PERFORMANCE:

Key highlights of consolidated and standalone financial
performance for the year ended March 31, 2025, are
summarised as under:

OPERATIONAL PERFORMANCE
Consolidated Results

During the financial year 2024-25, the Company recorded
consolidated revenue from operations of Rs. 1,91,631.11
Lacs, as compared to Rs. 2,04,074.81 Lacs in the previous
year. The decline in revenue was primarily driven by subdued
market demand, intensified price-based competition, and
an increased influx of low-priced imports, which impacted
realisations.

Despite these headwinds, other income increased
significantly to Rs. 2,244.82 Lacs, from Rs. 814.98 Lacs
in FY 2023-24, providing partial relief against the revenue
shortfall. The Company also demonstrated strong financial

discipline, with total expenses reducing to Rs. 1,80,714.73
Lacs from Rs. 1,89,868.98 Lacs, reflecting effective cost
control and operational efficiency.

Earnings before Interest, Tax, Depreciation and Amortisation
(EBITDA) stood at Rs. 14,540.41 Lacs, while Profit Before
Tax (PBT) and Profit After Tax (PAT) were Rs. 13,161.20
Lacs and Rs. 9,882.52 Lacs respectively, as compared to
Rs. 11,301.14 Lacs in the previous year.

Notably, the Company achieved its highest-ever sales
volume of 3,87,555 MT during the year, marking a robust
13% year-on-year growth over 3,41,846 MT in FY 2023-24.
This includes volumes contributed by JTL Engineering
Limited (formerly Nabha Steels & Metals), highlighting the
strength of the Group's integrated performance.

While profitability moderated in comparison to the previous
year, the Company continued to demonstrate resilience and
financial stability, supported by prudent cost management
and improved non-operating income.

Standalone Results

During the financial year 2024-25, the Company reported
standalone revenue from operations of Rs. 1,91,290.69
Lacs, compared to Rs. 2,04,074.81 Lacs in the previous year.
The decline in revenue was primarily driven by subdued
market conditions, increased competitive intensity, and
pricing pressures.

Despite the dip in operating revenue, other income
witnessed a sharp rise, increasing to Rs. 2,255.93 Lacs from
Rs. 754.65 Lacs in FY 2023-24. Consequently, total income
stood at Rs. 1,93,546.62 Lacs, against Rs. 2,04,829.46 Lacs
in the preceding year.

Total expenses reduced to Rs. 1,80,387.99 Lacs, down from
Rs. 1,89,868.37 Lacs, reflecting the Company’s disciplined
approach toward cost management and operational
efficiency.

Earnings Before Interest, Tax, Depreciation, and Amortisation
(EBITDA) stood at Rs. 14,510.22 Lacs, as compared to
Rs. 16,026.20 Lacs in FY 2023-24, registering a decline
of 9.5%. Profit Before Tax (PBT) was Rs. 13,158.63 Lacs,
down from Rs. 14,961.09 Lacs, while Profit After Tax (PAT)
declined to Rs. 9,880.74 Lacs, as against Rs. 11,256.45
Lacs in the previous financial year.

EXPANSIONS AND PRODUCT EXTENSION

During the year, Company has aggressively pursued
capacity enhancement and product diversification as part
of its long-term growth strategy. A major milestone was
the successful completion of Phase-I at its subsidiary,
JTL Engineering Limited (earlier Nabha Steels & Metals),
which added 5,000 MT/month of hot-rolled coil capacity.
This backward integration step significantly reduced raw
material dependency with lower input costs and enhance
EBITDA margins. Further, during the year the capacity at
the Raipur, Chhattisgarh plant was doubled from 100,000
MTPA to 200,000 MTPA, raising the Company’s total
installed capacity to 686,000 MTPA. These expansions
bring Company closer to its stated target of achieving 1
Million MTPA.

To strengthen its value-added product (VAP) portfolio,
Company made key technological and infrastructure
investments. The Company commissioned advanced
Direct Forming Technology (DFT) machines that enable
the production of large-diameter, high-strength tubes. This
technological upgrade not only increased capacity but also
enhanced the Company’s ability to cater to specialised and
high-margin applications across infrastructure, engineering,
and construction sectors.

Company also expanded its product range by entering
entirely new verticals. The Company announced a greenfield
project to set up a lattice-tower manufacturing plant at
Derabassi, Punjab, which will serve sectors like telecom,
railways, and pre-engineered buildings with an initial
capacity of 1,500 MT/month. In a further push towards
diversification, the Company began operations at the RCI
plant in Baddi, Himachal Pradesh, focusing on copper and
brass alloy products through a job-work arrangement.
This marks JTL’s entry into non-ferrous product segments
with future potential in defense applications such as bullet
casings.

Further, the Company announced the establishment of a
new ERW pipe manufacturing facility focused on producing
ASTM/API-grade pipes, commonly used in sectors like oil
& gas and heavy engineering. This greenfield project aims
to strengthen JTL’s presence in high-specification, value-
added segments and is expected to be commissioned by
first quarter of FY 2026-27.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
with its subsidiaries i.e. JTL Tubes Limited (wholly owned)
and JTL Engineering Limited, which got incorporated
as a public limited Company on March 11, 2025, for the
financial year 2024-25 are prepared in compliance with the
applicable provisions of the Act and as stipulated under
Regulation 33 of the SEBI (LODR) Regulations, 2015 as well
as in accordance with the Indian Accounting Standards.

QUALIFIED INSTITUTIONAL PLACEMENT

During the year, on July 23, 2024, the Company allotted and
issued 1,42,18,009 equity shares of Face Value Rs. 2 each
at an issue price of Rs. 211/- (including securities premium
of Rs. 209) per equity share aggregating to Rs. 300 Crores.
The aforesaid issuance of equity shares was made through
a Qualified Institutions Placement (QIP) in terms of the
Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 (SEBI
Regulations) as amended, Section 42, Section 62, and other
relevant provisions of the Companies Act, 2013.

The proceeds from the QIP were earmarked for Part
financing the cost towards capacity expansion of our
existing manufacturing facility by setting up a new unit
at Raigad, Maharashtra, working capital requirements of
the Company and other general corporate purposes. The
proceeds from the issue were utilised for the earmarked
purposes only. In compliance to SEBI Regulations, Company
had appointed M/s CARE Ratings Limited as the Monitoring
Agency for this issue and obtained the quarterly reports for
further submission to the Stock Exchanges. As on March
31,2025 the Company had fully utilised the QIP proceeds.
The QIP proceeds have bolstered the capital structure of the
Company, significantly enhanced the Company’s financial
flexibility, and accelerated the Company’s ambitious growth
plans.

SUB-DIVISION/SPLIT OF EQUITY SHARES

During the year under review, to broaden Company’s
shareholder base and to increase the accessibility of
Company’s shares to a diverse range of investors, pursuant
to the approval of members in their Extra-Ordinary General
Meeting held on October 26, 2024, the Issued, Subscribed
and Paid-up Equity Share Capital existing on the Record
Date (i.e. November 15, 2024) was sub-divided/split such
that each Equity Share having face value of Rs. 2/- each
fully paid-up, was sub-divided/split into such number of
Equity Shares having face value of Re. 1/- each fully paid-
up. Consequently, the Paid up capital of the Company as on
the record rate changed from 19,65,40,815 Equity Shares
of Rs. 2/- each to 39,30,81,630 Equity Shares of Re. 1/-
each. To enable this Sub-Division/Split of Equity Shares,
the members also approved to alter the Capital Clause of
Memorandum of Association of the Company. Accordingly,
the Authorised Capital of the Company got revised from

27,50,00,000 Equity Shares of Rs. 2/- each to 55,00,00,000
Equity Shares of Re. 1/- each.

VOLUNTARY DELISTING FROM METROPOLITAN STOCK
EXCHANGE OF INDIA LIMITED (“MSEI")

During the year under review, the Board of Directors of
the Company in their meeting held on January 28, 2025
approved the voluntary delisting of Company’s Equity
Shares from the Metropolitan Stock Exchange of India
Limited. The Company after following due compliances has
been voluntarily delisted from Metropolitan Stock Exchange
of India Limited ("MSEI"). The Company received Exchange’s
approval vide their letter dated March 19, 2025 stating that
the Equity Shares of the Company shall be suspended from
trading w.e.f. March 26, 2025 and further the Company
will be delisted from the Capital Market Segment of the
Exchange w.e.f. April 02, 2025.

However, the Equity Shares of the Company will continue
to remain listed and traded on National Stock Exchange of
India Limited ("NSE") as well as BSE Limited.

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

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

During the FY 2024-25, 26,55,988 warrants were converted
into Equity Shares on receipt of balance 75% of the Issue
Price as per the following details: -

The funds so raised on allotment of convertible warrants
and further on their conversion into equity were fully
utilised for Modernisation, acquisitions and Expansion
of Manufacturing Units, Working Capital Requirements,
General Corporate Purposes and meeting issue related

expenses thus for the purposes for which these were
raised and in accordance with the objectives of the said
preferential issue stated in the explanatory statement to the
notice of Extra Ordinary General Meeting dated January 20,
2023 and there had been no deviation or variation in the use
of the proceeds/ funds so raised.

Out of total 1,28,08,350 fully convertible warrants, 68,19,311
were converted into Equity Shares upon receipt of balance
75% of the application money within the time limit of 18
months from the date of their allotment, as prescribed in
SEBI (ICDR) Regulations, 2018. Further, in compliance of
regulation 169(3) of SEBI (ICDR) Regulations, 2018 the
application money received on 59,89,039 warrants was
forfeited due to non-payment of balance 75% conversion
money within the prescribed time limit.

The members of the Company in its Annual General Meeting
held on August 30, 2023 approved a Bonus Issue in the
ratio of 1:1 and Relevant Date for the same was decided
as September 07, 2023. For all the outstanding warrants
as on Relevant Date specified sum of reserves were set
aside to issue Bonus Shares upon the conversion of such
outstanding Warrants. Accordingly for all the conversion
made after September 07, 2023 Bonus Shares were also
issued upon them in the ratio of 1:1.

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

During the year under review, no conversion money
was received by the Company on such 2,50,00,000 fully
convertible warrants. As per Regulation 169(3) of SEBI
(ICDR) Regulations, 2018, the last date to convert these
warrants into equity was August 01,2025. However, due to

non-receipt of balance conversion money, all the warrants
got expired and application money received thereon was
forfeited.

CHANGES IN CAPITAL STRUCTURE, IF ANY AUTHORISED
SHARE CAPITAL

During the financial year 2024-25, the Company has allotted
26,55,988 Equity shares of face value of Rs. 2/- each on
account of conversion of warrants allotted on preferential
basis on March 03, 2023, into Equity shares of the Company.
Also, the members of the Company in its Annual General
Meeting held on August 30, 2023 approved a Bonus Issue in
the ratio of 1:1 and Relevant Date for the same was decided
as September 07, 2023. For all the outstanding warrants
as on Relevant Date specified sum of reserves were set
aside to issue Bonus Shares upon the conversion of such
outstanding Warrants. Accordingly, for all the conversion
made after September 07, 2023 Bonus Shares were also
issued upon them in the ratio of 1:1.

Further, during the year the Company allotted and issued
1,42,18,009 equity shares of Face Value Rs. 2 each at an
issue price of Rs. 211/- (including securities premium of
Rs. 209) per equity share aggregating to Rs. 300 Crores.
The aforesaid issuance of equity shares was made through
a Qualified Institutions Placement (QIP) in terms of the
Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 (SEBI
Regulations) as amended, Section 42, Section 62, and other
relevant provisions of the Companies Act, 2013. After adding
up the conversion of warrants along with Bonus issue in the
ratio of 1:1 and Qualified Institutions Placement (QIP) on
July 23, 2024 the Paid up Capital of the Company increased
to Rs. 39,30,81,630 divided into 19,65,40,815 Equity Shares
of Rs. 2/- each.

Further, during the year under review the Issued, Subscribed
and Paid-up Equity Share Capital existing on the Record
Date (i.e. November 15, 2024) was sub-divided/split such
that each Equity Share having face value of Rs. 2/- each
fully paid-up, was sub-divided/split into such number of
Equity Shares having face value of Re. 1/- each fully paid-
up. Consequently, the Paid up capital of the Company as on
the record rate changed from 19,65,40,815 Equity Shares
of Rs. 2/- each to 39,30,81,630 Equity Shares of Re. 1/-
each. To enable this Sub-Division/Split of Equity Shares,

the members also approved to alter the Capital Clause of
Memorandum of Association of the Company. Accordingly,
the Authorised Capital of the Company got revised from

27,50,00,000 Equity Shares of Rs. 2/- each to 55,00,00,000
Equity Shares of Re. 1/- each.

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

ISSUED, PAID UP & SUBSCRIBED SHARE CAPITAL

During the financial year 2024-25, the Company has allotted
26,55,988 Equity shares of face value of Rs. 2/- each on
account of conversion of warrants allotted on preferential
basis on March 03, 2023, into Equity shares of the Company.
As the members of the Company in its Annual General
Meeting held on August 30, 2023 approved a Bonus Issue in
the ratio of 1:1 for all the conversion made after September
07, 2023 Bonus Shares were also issued upon them in the
ratio of 1:1. Also, during the year the Company allotted and
issued 1,42,18,009 equity shares of Face Value Rs. 2 each
at an issue price of Rs. 211/- (including securities premium
of Rs. 209) per equity share aggregating to Rs. 300 Crores.
After adding up the conversion of warrants along with
Bonus issue in the ratio of 1:1 and Qualified Institutions
Placement (QIP) on July 23, 2024 the Paid up Capital of
the Company increased to Rs. 39,30,81,630 divided into

19.65.40.815 Equity Shares of Rs. 2/- each.

Later on, the Issued, Subscribed and Paid-up Equity Share
Capital existing on the Record Date (i.e. November 15, 2024)
was sub-divided/split such that each Equity Share having
face value of Rs. 2/- each fully paid-up, was sub-divided/
split into such number of Equity Shares having face value
of Re. 1/- each fully paid-up. Consequently, the Paid up
capital of the Company as on the record rate changed from

19.65.40.815 Equity Shares of Rs. 2/- each to 39,30,81,630
Equity Shares of Re. 1/- each, which remain same till the
closure of financial year 2024-25.

CAPITAL STRUCTURE OF SUBSIDIARIES

The Authorised Capital & Paid Up Capital of the JTL Tubes
Limited, a Wholly Owned Subsidiary Company (WOS) is Rs.

5.00. 000/- divided into to 50,000 shares of Rs. 10/- each.
Further, the Nabha Steels & Metals, a partnership in which
Company was holding 66.96% stake was incorporated as a
Public limited Company on March 11, 2025 with the name
of JTL Engineering Limited. The Authorised & Paid Capital
of JTL Engineering Limited is Rs. 1,00,05,000 divided into

10.00. 500 Equity Shares of Rs. 10/- each.

CONSOLIDATED FINANCIAL STATEMENTS

As per Regulation 33 of the SEBI ("Listing Obligations
and Disclosure Requirements) Regulations 2015 and
applicable provisions of the Companies Act, 2013 read with
the Rules issued there under, the Consolidated Financial
Statements of the Company for the Financial year 2024¬
25 have been prepared in compliance with the applicable
Accounting Standards, Ind- AS and on the basis of Audited
Financial Statements of the Company and its Subsidiaries
as approved by the respective Board of Directors. The
Consolidated Financial Statements together with Auditors
Report forms part of the Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls
established and maintained by the Company, work
performed by the internal, statutory, cost and secretarial
auditors including financial reporting by the Statutory
Auditors and the reviews performed by Management and
the relevant Board Committees, including Audit Committee,
the Board is of the opinion that the Company’s internal
financial controls were adequate and effective during
Financial Year 2024-25.

Accordingly, pursuant to Section 134(5) of the Companies
Act, 2013, the Board of Directors, to the best of their
knowledge and ability confirm:

a) that in the preparation of the Annual Accounts, the
applicable accounting standards have been followed
and that no material departures have been made from
the same;

b) that we have selected such accounting policies and
applied them consistently and made judgments and
estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the
Company at the end of the financial year and of the
profits of the Company for that period;

c) that proper and sufficient care has been taken for
the maintenance of adequate accounting records
in accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) that the annual accounts for the financial year ended
March 31, 2025 have prepared on a going concern
basis;

e) that proper systems to ensure compliance with the
provisions of all applicable laws were in place and that
such systems are adequate and operating effectively;
and

f) that proper internal financial controls were laid down
and that such internal financial controls are adequate
and operating effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('Listing
Regulations’) Management Discussion and Analysis
report ("MD&A Report") providing a detailed overview of
your Company’s performance, industry trends, business
and risks involved is provided separately. Management
Discussion and Analysis Report as given in the Annual
Report forms part of this Report.

DIVIDEND

During the year under review, the turnover and profitability
of the Company has declined negligibly due to the prevailing
market conditions. However the Board of Directors, at its
meeting held on May 27, 2025 had recommended a final
dividend @12.5% i.e. Re. 0.125 per equity share of face
value of Re. 1/- each for the Financial Year 2024-25.
Further, members are informed that the Promoter/Promoter
Group shareholders comprising of 48.91% of the shares of
the Company on May 27, 2025 or such other number of
shares as may be held by them as on the record date, are
waiving their Final Dividend on equity shares held by them. In
this regard, Letters from each of Promoter/Promoter Group
have been already received by the Company. The Promoter/
Promoter Group have taken this decision to retain profits
within the Company for business expansion, strengthening
reserves and supporting long-term growth objectives. This
step ensures optimal fund utilisation and reflects alignment
with the Company’s strategic priorities.

Subject to the provisions of Companies Act, 2013, dividend
as recommended by the Board of Directors, if declared at
the Meeting, will be paid within 30 days of the declaration
of same.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, the top 1000 listed entities based on
market capitalisation (calculated as on March 31 of every
financial year) shall formulate a dividend distribution policy
which shall be disclosed on the website of the listed entity
and a web-link shall also be provided in their annual reports.
The Company is covered among top 1000 listed entities and
accordingly the Board has approved and adopted Dividend
Distribution Policy. The Policy can be accessed on the
Company’s website at https://www.jtl.one/wp-content/
uploads/2023/04/Dividend-Distribution-Policy.pdf

RECORD DATE

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.

BOARD OF DIRECTORS

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

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 Company’s businesses
for effective functioning. The list of key skills, expertise and
core competencies of the Board of Directors is detailed in
the Corporate Governance Report.

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

BOARD EVALUATION

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

INDEPENDENT DIRECTORS' MEETING

In compliance with Section 149(8) of the Act read along
with Schedule IV of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Independent Directors separately met on March 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.

DECLARATION OF INDEPENDENCE BY INDEPENDENT
DIRECTORS AND DISCLOSURE

In terms of Regulation 25(8) of SEBI Listing Regulations,
Independent Directors have confirmed that they are not
aware of any circumstance or situation which exists or may
be reasonably anticipated that could impair or impact their
ability to discharge their duties. Based on the declarations
received from the Independent Directors, the Board of
Directors has confirmed that they meet the criteria of
independence as mentioned under Regulation 16(1)(b) of
the SEBI Listing Regulations and that they are independent
of the management. As required under Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014, all the Independent Directors have completed
the registration with the Independent Directors Databank
well within stipulated time frame and hold valid certificate
of registration.

DIRECTORS AND KMPS

(i) Appointments/ Changes

During the year under review, 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 Non¬
Executive 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.

(ii) Retirement by rotation.

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.

(iii) Resignations/ Removal of Directors

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

(iv) Declarations by Independent Directors

Pursuant to sub section (6) of Section 149 of the
Companies Act, 2013 and Reg 16(1) (b) of the SEBI
(Listing Obligations and Disclosure Requirement)
Regulations, 2015, the Independent Directors of the
Company have given declaration to the Company that
they qualify the criteria of independence as required
under the Act and the regulations.

In the opinion of the Board, there has been no change
in the circumstances which may affect their status as
Independent Directors of the Company and the Board
is satisfied of the integrity, expertise, and experience
(including proficiency in terms of Section 150(1) of the
Act and applicable rules thereunder) of all Independent
Directors on the Board. In terms of Section 150 read
with Rule 6 of the Companies (Appointment and
Qualification of Directors) Rules, 2014, Independent
Directors of the Company are registered on the
Independent Director Databank maintained by the
Indian Institute of Corporate Affairs (IICA).

(v) Board Meetings

The Board meets at regular intervals to discuss and
decide on Company’s 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.

(vi) Board Evaluation

The Board has carried out an annual evaluation of its
own performance, the Directors and also Committees
of the Board based on the guideline formulated by
the Nomination & Remuneration Committee. Board
composition, quality and timely flow of information,
frequency of meetings, and level of participation in
discussions were some of the parameters considered
during the evaluation process. The details of the
familiarisation programme adopted by the Company
for the orientation and training of the Directors and
the Board evaluation process for Directors undertaken
in compliance with the provisions of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 forms part of the
Corporate Governance Report of this Annual Report.
Further, a Separate Meeting of the Independent
Directors of the Company was held once during the
financial year on March 24, 2025 which also reviewed
the performance of the Non-executive directors,
Chairman of the Company and performance of the
Board as a whole.

(vii) Nomination & Remuneration Policy

The Board has, on the recommendation of the
Nomination & Remuneration Committee, already
framed a Policy for selection, appointment and
remuneration of Directors and Key Managerial
Personnel. The policy on Director’s 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.

(viii) Key Managerial Personnel

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.

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH
THE COMPANY

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

FAMILIARISATION PROGRAMME FOR DIRECTORS

Your company follows a structured familiarisation
programme through various reports and internal policies for
all the Directors with a view to update them on the 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 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://www.jtl.one/wp-content/uploads/2024/04/Policy-
on-familiarization-programme.pdf

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

KEY MANAGERIAL PERSONNEL

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

DIRECTOR RETIRING BY ROTATION

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.

AUDIT COMMITTEE

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.

BOARD MEETINGS

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.

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination & Remuneration Committee (NRC)

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Sub-Committee of Directors

• Risk Management Committee

• Securities Issue and Allotment Committee

• Fund Raising Committee

Details of composition, terms of reference and number of
meetings held for respective Committees are given in the
Report on Corporate Governance which forms part of the
Annual Report. Further, during the year under review, all
recommendations made by the Audit Committee have been
accepted by the Board.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention
of Insider Trading, in accordance with the requirements
of Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, 2015, as amended from time
to time. The Company Secretary is the Compliance Officer
for monitoring adherence to the said Regulations. The Code
is displayed on the Company's website at www.jtl.one.

REPORTING OF FRAUDS

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

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section
92(3) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, the extract
of the Annual Return of the Company for the Financial Year
March 31,2025 is uploaded on the website of the Company
and can be accessed at www.jtl.one under the Investors
section.

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

The information relating to conservation of energy,
technology absorption and foreign exchange earnings
& outgo, as required under Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is given at Annexure-1 forming part
of this Report.

CREDIT RATING

During the year under consideration, 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

SECRETARIAL AUDIT

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.

PARTICULARS OF THE EMPLOYEES

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

Details of employee remuneration as required under
provisions of Section 197 of the Act, and Rule 5(2) & 5(3) of
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this report. As per
the provisions of Section 136 of the Act, the reports and
Financial Statements are being sent to shareholders of the
Company and other stakeholders entitled thereto, excluding
the Statement containing Particulars of Employees. Any
shareholder interested in obtaining such details may write
to the Company Secretary of the Company.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

RISK MANAGEMENT

Pursuant to Section 134(3) of the Act and Regulation 21
of SEBI (LODR) Regulations, 2015, 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.

CHANGE IN THE NATURE OF BUSINESS

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

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

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

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

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

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

DECLARATION REGARDING CODE OF CONDUCT

Directors, Key Managerial Personnel and senior
management of the Company have 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.jtl.one

DEPOSITS FROM PUBLIC

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.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year
under review were on arm’s 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.

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

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES/
JOINT VENTURES ETC

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.

In accordance with Section 136 of the Companies Act, 2013,
the Financial Statements of the Subsidiary Companies
shall be kept open for inspection by the members at the
Registered office of the Company during Business hours
on all days except Saturdays, Sundays and public holidays
up to the date of the Annual General Meeting ('AGM’) and
shall also be available on the website of the Company. Any
member desirous of obtaining a copy of the said financial
statements may write at registered office of the Company.
The Audited Financial Statements including Consolidated
Financial Statements and all other documents required
to be attached to this report have been uploaded on the
website of the Company www.jtl.one. The said subsidiaries
are not the material subsidiaries. However, the Company
has formulated a policy for determining material subsidiary.
The said policy is also available on the website of the
Company and the web link of the same is https://www.jtl.
one/wpcontent/uploads/2023/04/Policy-for-determining-
Material-Subsidiaries.pdf

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

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

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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.

STATUTORY AUDITORS

The members at the 32nd Annual General Meeting of the
Company held on August 30, 2023 had appointed M/s
N. Kumar Chhabra & Co, Chartered Accountants (Firm
Registration No. 000837N) as the Statutory Auditors of the
Company to hold office for a term of five years i.e. from
the conclusion of the 32nd Annual General Meeting until
conclusion of 37th Annual General Meeting to be held in
2028. The Auditor’s 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.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

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

AUDITORS' REPORT

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

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

APPOINTMENT OF SECRETARIAL AUDITOR AND
INTERNAL AUDITOR

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 2025¬
26 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.

Further, in accordance with the applicable provisions of the
Companies Act, 2013 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
Dhiman & Co, Chartered Accountants (FRN 035834N) as
the Internal Auditors of the Company for the financial year
2025-26.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the requirements of Regulation 25 (10) of the SEBI
Listing Regulations, applicable to the Company being
covered under top 1000 companies based on their market
capitalisation as at March 31, 2025, the Company has
taken Directors and Officers Insurance Policy (D & O) for all
of its Directors with a quantum and coverage as approved
by Board of Directors.

LISTING OF SECURITIES

As on date, the securities (Equity Shares) of the Company
are listed at BSE Ltd. (BSE) and National Stock Exchange
of India (NSE). During the year under review, the Board of
Directors of the Company in their meeting held on January
28, 2025 approved the voluntary delisting of Company’s
Equity Shares from the Metropolitan Stock Exchange of India
Limited. The Company after following due compliances has
been voluntarily delisted from Metropolitan Stock Exchange
of India Limited ("MSEI"). The Company received Exchange’s
approval vide their letter dated March 19, 2025 stating that
the Equity Shares of the Company shall be suspended from
trading w.e.f. March 26, 2025 and further the Company
will be delisted from the Capital Market Segment of the
Exchange w.e.f. April 02, 2025. The Company has paid the
listing fees to all the exchanges up to the financial year
2025-26.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per requirement of Section 135 of the Companies Act,
2013 read with Schedule VII of the said Act and further read
with Companies (Corporate Social Responsibility) Rules,
2014, the Company has a duly constituted "Corporate Social
Responsibility Committee" consisting of following persons
as Members/ Chairman:

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 mainly
included promotion of education, research, healthcare, skill
development and allied activities, Animal Welfare along
with other activities as enumerated under Schedule-VII
of the Companies Act, 2013. Details about the CSR policy
and initiatives taken by the Company during the year are
available on your company’s website www.jtl.one. The
Report on CSR activities is given in Annexure-5 forming
part of this Report.

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

CORPORATE GOVERNANCE REPORT

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

on Corporate Governance as required under the Listing
Regulations is provided in as Annexure-6 section and
forms part of the Annual Report. A Certificate from a
Practicing Company Secretary regarding compliance with
the conditions stipulated in the Listing Regulations forms
part of the Corporate Governance Report.

INDUSTRIAL RELATIONS

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

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT,
CHILD LABOUR ETC.

The Company’s 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

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

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

STATEMENT ON COMPLIANCE WITH APPLICABLE
SECRETARIAL STANDARDS

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

BUSINESS RESPONSIBILITY AND SUSTANABILITY
REPORT(BRSR)

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.

INSOLVENCY & BANKRUPTCY CODE, 2016

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

DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

As required under the provision of the Section 124 & 125 and
other applicable provisions of the Act, dividends that remain
unpaid / Unclaimed for a period of consecutive 7 years,
are required to be transferred to the account administered
by the Central Government viz. Investor Education and
Protection Fund ("IEPF"). Further, according to the said
Rules, the shares on which Dividend has not been encashed
or claimed by the Members for 7 consecutive years or more
shall also be transferred to the demat account of the IEPF
Authority.

In terms of the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016 / Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001, there
were no amounts or shares requiring transfer to Investor
Education and Protection Fund during the year 2024-25.

TRANSFER TO RESERVES

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.

GRATUITY

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

CAUTIONARY STATEMENT

Certain Statements in this Annual Report may constitute
"forward looking statements". These forward-looking
statements are subject to a number of risks, uncertainties
and other factors which could cause actual results to
differ materially from those suggested by forward looking
statements. Important factors that could influence the
Company’s operation can be affected by global and domestic
demand and supply conditions affecting selling prices of
finished goods, input availability and prices, changes in
government regulations, tax laws, economic developments
in India and in countries in which the Company conducts
business, litigation, industrial relations and other incidental
factors.

COST AUDIT

The Company has maintained cost records for certain
products as specified by the Central Government under
sub-section (1) of Section 148 of the Act. M/s. Balwinder
& Associates, Cost Accountants, (Firm Registration No.
000201) carried out the cost audit for applicable businesses
during the financial year 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 Member’s 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.

REPORTING OF FRAUDS

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

DEMATERIALISATION OF SHARES

As on March 31, 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.

INSURANCE:

The properties/assets of your Company are adequately
insured.

CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES UNDER SECTION 188(1) OF THE ACT

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
arm’s 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.

All Related Party Transactions were placed before the
Audit Committee for approval. Prior omnibus approval of
the Audit Committee was obtained for the transactions,
which were of a repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted, were
reviewed and statements giving details of all related party
transactions were placed before the Audit Committee on a
quarterly basis. The policy on Related Party Transactions
as approved by the Board can be accessed on the
Company’s website at link https://www.jtl.one/wpcontent/
uploads/2023/04/related-party-transactions-policy.pdf
Members may refer Notes to the financial statement, which
sets out related party disclosures pursuant to Ind-AS and
Schedule V of Listing Regulations.

INTERNAL CONTROL SYSTEM

The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. The Internal Audit function is handled by an
external firm of Chartered Accountants. The Internal Control
Systems are regularly being reviewed by the Company’s
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
Company’s 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).

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

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

REMUNERATION POLICY OF THE COMPANY

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

The Remuneration Policy of the Company is available on
Company website at https://www.jtl.one/wp-content/
uploads/2023/07/Nomination-and-Remeunration-Policy-
JTL.pdf

INDIAN ACCOUNTING STANDARDS

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

DISCLOSURE REQUIREMENT AS PER COMPANIES
(ACCOUNTS) RULES, 2014

i. The Company has neither made any application
nor any proceeding is pending under the Insolvency
and Bankruptcy Code, 2016 ("IBC Code") during the
Financial Year and does not have any proceedings
related to IBC Code.

ii. The Company has not made any onetime settlement
during the Financial Year 2024-25 with Banks or
Financial Institution.

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

OTHER DISCLOSURES

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

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 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 Company’s 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 Company’s
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, Company’s Registrar and Share Transfer
Agent.

ACKNOWLEDGEMENT

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

Limited

CIN :L27106CH1991PLC011536

Madan Mohan Singla Pranav Singla

Managing Director Whole Time Director

DIN: 00156668 DIN: 07898093

Place : Chandigarh
Date : August 27, 2025