The Board of Directors of JTL Industries Limited ('JTL' or 'Company') are pleased to present the 35^th 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 31,2026.

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 31,2026 is given
below.

FINANCIAL PERFORMANCE:

Key highlights of consolidated and standalone financial performance for the year ended March 31,2026, are summarised as
under:

OPERATIONAL PERFORMANCE
Standalone Results

During the Financial Year 2025-26, the Company operated
in a business environment marked by fluctuating steel
prices, persistent pricing pressure arising from imports, and
changing demand dynamics across key end-user industries.
Despite these headwinds, the Company remained focused
on strengthening its operational capabilities, improving
efficiencies across its manufacturing facilities, and
enhancing customer engagement to sustain its market
position.

On a standalone basis, the Company reported Revenue
from Operations of Rs. 1,79,837.62 Lacs as against
Rs. 1,91,290.69 Lacs in the previous financial year. The
decline in revenue was primarily attributable to softer
realisations and competitive market conditions during the
year.

The Company continued to emphasise operational
excellence through prudent cost management, process
optimisation and efficient utilisation of manufacturing
resources. As a result, the Company maintained a
healthy operating performance, reporting an EBITDA

of Rs. 13,870.48 Lacs during the year as compared to
Rs. 14,510.22 Lacs in the previous financial year.

The Profit Before Tax (PBT) stood at Rs. 1 1,502.20 Lacs,
while the Profit After Tax (PAT) amounted to Rs. 8,787.86
Lacs during FY 2025-26, as against Rs. 13,158.63 Lacs
and Rs. 9,880.74 Lacs respectively, in the previous financial
year. The moderation in profitability was mainly on account
of lower revenues, increased finance costs and higher
depreciation resulting from ongoing capital investments.
Despite the challenging operating environment,
the Company continued to invest in expanding its
manufacturing capabilities, strengthening its product
portfolio and enhancing operational efficiencies. These
strategic initiatives are expected to improve capacity
utilisation, support long-term growth and reinforce the
Company’s competitive position in the industry.

Consolidated Results

During the Financial Year 2025-26, on a consolidated
basis, the Company continued to strengthen its business
operations through its diversified portfolio and strategic
initiatives, while navigating a dynamic business environment
characterised by volatile raw material prices, competitive
market conditions and evolving customer demand.

On a consolidated basis, the Company reported Revenue
from Operations of Rs. 2,13,636.36 Lacs during FY 2025-26
as compared to Rs. 1,91,631.11 Lacs in the previous
financial year, registering a healthy growth of around 11.48%.
Total Revenue increased to Rs. 2,14,905.07 Lacs from
Rs. 1,93,875.93 Lacs in FY 2024-25, reflecting improved
business performance and increased contribution from the
subsidiaries.

The Group delivered a robust operating performance
with EBITDA increasing to Rs. 16,710.51 Lacs from
Rs. 14,540.41 Lacs in the previous financial year,
representing a growth of 14.92%. The improvement in
operating profitability was driven by higher revenues,
improved operational efficiencies and better cost
optimisation across the Group.

Profit Before Tax (PBT) increased to Rs. 13,518.07 Lacs
from Rs. 13,161.20 Lacs in FY 2024-25, while Profit After
Tax (PAT) improved to Rs. 10,305.71 Lacs as against
Rs. 9,882.52 Lacs in the previous financial year,
demonstrating the Group’s resilience and its ability to
sustain profitability despite increased finance costs and
depreciation associated with ongoing expansion initiatives.

EXPANSIONS AND PRODUCT EXTENSION

During the Financial Year 2025-26, the Company continued
to pursue both organic and inorganic growth initiatives
aimed at strengthening its manufacturing capabilities,
diversifying its product portfolio and expanding into new
high-growth business segments.

A key operational milestone during the year was the
successful ramp-up of the Direct Forming Technology
(DFT) line at the Company’s Mangaon, Maharashtra
manufacturing facility. The state-of-the-art DFT technology
enables the production of a wide range of structural hollow
sections with enhanced precision, reduced changeover
time, improved material utilisation and lower manufacturing
costs. The increased acceptance of DFT products, coupled
with improved capacity utilisation at the Mangaon facility,
contributed significantly to the Company’s record sales
volumes during FY 2025-26 and strengthened its value-
added product portfolio.

During the year, the Company also successfully implemented
the Resolution Plan approved by the Hon’ble National
Company Law Tribunal (NCLT) in respect of RCI Industries
& Technologies Limited, pursuant to which the Company
acquired a 95% equity stake in the entity. Subsequently, the
subsidiary was renamed JTL Defence Limited, marking the
Group’s strategic entry into the defence and non-ferrous
alloy manufacturing business. JTL Defence Limited has
completed the post-resolution restructuring process and
commenced a new phase of operations under the JTL
Group.

Further, during the year, Company acquired 47.97% equity
stake in Powersol Metalcraft Limited, thereby making it an
Associate Company. This strategic acquisition is expected
to create operational synergies, strengthen the Company’s
manufacturing ecosystem and support its long-term
diversification strategy.

The combined impact of these strategic initiatives was
reflected in the Company’s operational performance, with
the Company achieving its highest-ever annual sales volume
of 3,95,900 MT during FY 2025-26. The continued ramp-up
of the Mangaon facility, increasing contribution from value-
added products and improved export performance have
further reinforced the Company’s growth trajectory and
positioned it well for future expansion.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
with its subsidiaries i.e. JTL Tubes Limited (wholly owned),
JTL Engineering Limited and JTL Defence Limited, which was
acquired pursuant to the order dated October 09, 2025 of the
Hon’ble National Company Law Tribunal, New Delhi being
its successful Resolution Applicant, for the financial year
2025-26 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.

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

On February 02, 2024 the Company had 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 through application
money 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 financial year 2024-25 no conversion money
was received from any of the allottee and all the warrants
allotted on February 02, 2024 were outstanding for
conversion on March, 2025.

As per regulation 169(3) of SEBI (ICDR) Regulations, 2018
the warrant holders can exercise option to convert their
warrants into Equity within 18 Months from the date of
allotment of warrants. Accordingly, the date to convert
such warrants was August 01, 2025. However, Company
did not receive the balance conversion money from any of
the allottee till August 01, 2025. Consequently, in terms of
Regulation 162 of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended ("SEBI ICDR
Regulations"), such warrants have been forfeited along with
the application money received thereon and stands credited
to the capital reserve account of the Company.

As on March 31, 2026 Nil warrants were outstanding for
conversion from the Preferential Issue dated February 02,
2024.

CHANGES IN CAPITAL STRUCTURE, IF ANY AUTHORISED
SHARE CAPITAL

During the year under review there was no change in the
Issued, Subscribed and Paid-up Equity Share Capital of the
Company.

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.

AUTHORISED, ISSUED, SUBSCRIBED & PAID-UP SHARE
CAPITAL

The Authorised Capital of the Company as on March 31,
2026 was Rs. 55,00,00,000 divided into 55,00,00,000 equity
shares of Rs. 1 each.

During the financial year 2025-26, there was no change in
the Issued, Subscribed and Paid-Up Share capital of the
Company. As on March 31, 2026, Issued, Subscribed and
Paid-Up Share capital of the Company was Rs. 39,30,81,630
divided into 39,30,81,630 Equity Shares of Rs. 1/- each.

CAPITAL STRUCTURE OF SUBSIDIARIES

The Authorised & 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.

The Authorised Capital of JTL Engineering Limited is
Rs. 5,50,00,000 divided into 55,00,000 Equity Shares of
Rs. 10/- each. The Paid-Up capital of JTL Engineering
Limited is Rs. 3,12,69,350 divided into 31,26,935 Equity
Shares of Rs. 10/- each.

Further, during the Financial Year 2025-26, pursuant to
the Order dated October 09, 2025 of the Hon’ble National
Company Law Tribunal- Bench-II, New Delhi, Company
acquired 1,00,00,000 equity shares of JTL Defence Limited
(erstwhile RCI Industries & Technologies Limited) of Face
Value of Rs. 10/- each, for a consideration aggregating to
Rs. 10 Crores (Rupees Ten Crores Only) being the Successful
Resolution Applicant ("SRA") under the provisions of the

Insolvency & Bankruptcy Code, 2013. Consequent to this
transaction, JTL Defence Limited has become a Subsidiary
of the Company. As on March 31, 2026, the Authorised
Capital of JTL Defence Limited is Rs. 25,00,00,000 divided
into 2,50,00,000 Equity Shares of Rs. 10/- each. The Paid-
Up capital of JTL Defence Limited is Rs. 10,52,63,150
divided into 1,05,26,315 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 2025-26
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 2025-26.

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, 2026 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, after considering the turnover
and profitability of the Company the Board of Directors,
at its meeting held on May 11, 2026 had recommended a
final dividend @12.5% i.e. Rs. 0.125 per equity share of face
value of Rs. 1/- each for the Financial Year 2025-26.

Subject to the provisions of Companies Act, 2013, dividend
as recommended by the Board of Directors, if approved by
the shareholders at their ensuing General 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 1,000 listed entities based on
market capitalisation 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.

During the year under review, the Company was amongst
the top 1,000 listed entities as per the applicable market
capitalisation criteria. Subsequently, with effect from April
01, 2026, the Company ceased to fall within the top 1,000
listed entities, however in terms of Regulation 3(2A) of
SEBI (LODR) Regulations, 2015 Company will continue to
comply with Regulation 43A for a period of further three
consecutive years. 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 September 1 1,2026.

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
Non-Independent 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 fulfillment 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 fulfillment 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 30, 2026
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, 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,
whose appointment was further approved by the
shareholders of the Company in their Annual General
Meeting held on September 23, 2025.

Further, Mr. Atul Garg, Chief Financial Officer of
the Company resigned from his position and
ceased to be the Chief Financial Officer of the
Company w.e.f. September 1 1, 2025. In his place,
on the recommendation of the Nomination and
Remuneration Committee, the Board of Directors in
their meeting held on September 11, 2025 appointed
Mr. Naveen Kumar Laroiya, as Chief Financial Officer
of the Company.

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,
Mr. Rakesh Garg (DIN:00184081) and Mr. Sanjeev
Gupta (DIN:10396875), 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 FY 2025-26, 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) and have
qualified the Proficiency Test, if required to be qualified
by the respective Independent Director.

(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 5 (Five)
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 30, 2026 which also reviewed
the performance of the Non-executive directors,
Chairperson 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, Whole Time Director, Mr. Dhruv
Singla, Whole Time Director, Mr. Pranav Singla, Whole

Time Director, Mr. Sanjeev Gupta, Whole Time Director,
Mr. Amrender Kumar Yadav, Company Secretary and
Mr. Naveen Kumar Laroiya, Chief Financial Officer of
the Company. During the year, Mr. Atul Garg, Chief
Financial Officer of the Company resigned from his
position and in his place Mr. Naveen Kumar Laroiya
joined w.e.f. September 11,2025.

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 program 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/2026/05/

Familiarization-programme-25-26.pdf
The evaluation process for the financial year 2025-26 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 31,2026 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. Naveen Kumar Laroiya, Chief Financial Officer

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies
Act, 2013 ('Act’), Mr. Rakesh Garg (DIN: 00184081) and
Mr. Sanjeev Gupta (DIN: 10396875), 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.

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 31,2026 is uploaded on the website of the Company
and can be accessed at www.jtl.oneunder the Investors
section.

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

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

CREDIT RATING

During the year under consideration, the credit rating
obtained by the Company from Infomerics Valuation and
Rating Private Limited for its’ short term and long term
exposures was re-affirmed. The current Ratings assigned
by Infomerics is 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 had 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 31,2026 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 31,2026 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 FY 2025-26
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 FY 2025-26, three (3)
Meetings were held on May 27, 2025, September 11, 2025
and March 30, 2026 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 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.

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 2025-26.

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 have been
established. The Vigil Mechanism Policy has been uploaded
on the website of the Company at www.jtl.one.

SUBSIDIARY COMPANY/ASSOCIATE COMPANIES/JOINT
VENTURES ETC

As on date, Company has three (3) subsidiaries viz. JTL
Tubes Limited, JTL Engineering Limited and JTL Defence
Limited (erstwhile RCI Industries & Technologies 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 67%
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. Further,
during the Financial Year 2025-26, pursuant to the Order
dated October 09, 2025 of the Hon’ble National Company
Law Tribunal- Bench-II, New Delhi, Company acquired
1,00,00,000 equity shares of JTL Defence Limited (erstwhile
RCI Industries & Technologies Limited) of Face Value of
Rs. 10/- each, for a consideration aggregating to Rs. 10
Crores (Rupees Ten Crores Only) being the Successful
Resolution Applicant ("SRA") under the provisions of the
Insolvency & Bankruptcy Code, 2013. Consequent to this
transaction, JTL Defence Limited has become a Subsidiary

of the Company. As on March 31, 2026, the Authorised
Capital of JTL Defence Limited is Rs. 25,00,00,000 divided
into 2,50,00,000 Equity Shares of Rs. 10/- each. The Paid-
Up capital of JTL Defence Limited is Rs. 10,52,63,150
divided into 1,05,26,315 Equity Shares of Rs. 10/- each.

A separate statement containing the salient features of
Financial Statements of the Subsidiaries of the Company
in the prescribed form AOC-1 given at Annexure-4 forms a
part of this report and consolidated Financial Statements
in accordance with Section 129 (3) and other applicable
provisions, if any, of the Companies Act, 2013 read with
Rule 5 of the Companies (Accounts) Rules, 2014. The
said form also highlights the Financial Performance of the
subsidiary Company included in the Consolidated Financial
Statements pursuant to Rule 8(1) of the Companies
(Accounts) Rules, 2014.

In accordance with Section 136 of the Companies Act, 2013,
the Financial Statements of the Subsidiary 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. As on reporting date,
M/s JTL Engineering Limited is a material subsidiary of the
Company. The Company is in compliance with the provision
governing material subsidiaries. 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 ishttps://www.jtl.one/wp-
content/uploads/2024/04/Policy-on-material-subsidiary.
pdf.

Further, during the year, Company acquired 47.97% equity
stake in Powersol Metalcraft Limited, thereby making it an
Associate Company. This strategic acquisition is expected
to create operational synergies, strengthen the Company's
manufacturing ecosystem and support its long-term
diversification strategy.

Apart from above, there are no Associate Companies/Joint
ventures of the Company as on March 31,2026.

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 31,2026, 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 32^nd 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 32^nd Annual General Meeting until
conclusion of 37^th Annual General Meeting to be held in
2028. The Auditor's Reports for the financial year 2025-26
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 (!) 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 had 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 was further
approved by the members of the Company in their Annual
General Meeting held on September 23, 2025.

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 11, 2026 appointed
M/s Vikas Kshitij & Associates, Chartered Accountants
(FRN 043524N) as the Internal Auditors of the Company for
the financial year 2026-27.

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 1,000 companies based on their
market capitalisation as at March 31, 2026, 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. With effect from April 01,
2026, the Company ceased to be amongst the top 1,000
listed entities by market capitalisation. Notwithstanding

the same, pursuant to Regulation 3(2A) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company will continue to comply with the
provisions of Regulation 25(10) thereof for a period of three
consecutive financial years.

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). The Company after following due compliances
got itself voluntarily delisted from Metropolitan Stock
Exchange of India Limited ("MSEI"). The Company got
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 2026-27.

EMPLOYEE STOCK OPTION SCHEME ("ESOS")

During the year, the Company has adopted the JTL Industries
Employees Stock Option Scheme-2025 ('Scheme’) under
the SEBI (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (SEBI SBEB Regulations), as part of the
Company’s longterm talent attraction, retention and reward
strategy. The Scheme is proposed to be implemented
through direct route by the Company in compliance with
applicable SEBI regulations. As on March 31, 2026, there
were no material changes in the Scheme.

No stock options were granted, vested, exercised, or allotted
under the Scheme during the FY 2025-26. The Scheme is
in compliance with the SEBI (SBEB) Regulations, 2021 and
the requisite disclosures are available on the Company’s
website i.e. www.jtl.one.

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 FY 2025-26, 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, measures to
benefit armed force veterans, 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 provide a safe and conducive
work environment to all of its employees and associates. The
following is a summary of sexual harassment complaints
received and disposed off during the FY 2025-26:

BUSINESS RESPONSIBILITY AND SUSTANABILITY
REPORT(BRSR)

The Securities and Exchange Board of India Vide SEBI
(LODR) (Second Amendment) Regulations, 2021 effective
from May 05, 2021, has replaced filing of Business
Responsibility Report with Business Responsibility
and Sustainability Report. The Business Responsibility
and Sustainability Report (BRSR) of the Company for
FY 2025-26, in accordance with Regulation 34(2)(f) of the
Listing Regulations forms part of this Annual Report of the
Company. With effect from April 01, 2026, the Company
ceased to be amongst the top 1,000 listed entities by market
capitalisation. However, in accordance with Regulation
3(2A) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company will
continue to prepare and disclose its Business Responsibility
and Sustainability Report ("BRSR") for a further period of
three consecutive financial years.

INSOLVENCY & BANKRUPTCY CODE, 2016

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

DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

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

In terms of the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and Refund)
Rules, 2016 / Investor Education and Protection Fund
(Awareness and Protection of Investors) Rules, 2001, there

were no amounts or shares requiring transfer to Investor
Education and Protection Fund during the FY 2025-26.

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 31,2026.

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 2024-25. The Cost Audit Report for
the same was filed within the prescribed time limits. For the
FY 2025-26 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

2026-27, on a remuneration as mentioned in the Notice of
35^th 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 35^th 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 31,2026, there were 99.90% Equity Shares in
dematerialised form with National Securities Depository
Limited and Central Depository Services (India) Limited and
rest 0.10% 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. 1,000 Crores or 10% of the annual consolidated
turnover, whichever is lower), or which is required to be

reported in Form AOC - 2 in terms of section 134(3)(h) read
with Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, as amended.

All Related Party Transactions were placed before the
Audit Committee for approval. Prior omnibus approval of
the Audit Committee was obtained for the transactions,
which were of a repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted, were
reviewed and statements giving details of all related party
transactions were placed before the Audit Committee on a
quarterly basis. The policy on Related Party Transactions
as approved by the Board can be accessed on the
Company’s website at linkhttps://www.itl.one/wp-content/
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, 2026. The Statutory Auditors of the Company
have audited the financial statements as included in this

annual report and is satisfied with Company’s 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 athttps://www.jtl.one/wp-content/
uploads/7073/07/Nomination-and-Remeunration-Policy-
JTI.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 2025-26 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 2025-26 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 2025-26 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 31,2026