The Directors of your Company have pleasure in presenting their 37^th Annual Report together with
Audited accounts of the Company for the year ended March 31, 2025.

Financial Results

The Company’s financial performance for the year under review along with previous year’s figures are
given hereunder:

Review of Operations

During the year under review, The Company’s turnover for the Financial Year 2024-25 is Rs. 817.07 Lacs as
against Rs. 1,631.32 Lacs in the previous year due to discontinuance of operation on sale of plant and
machineries. Accordingly for Financial year 2024-25 company has incurred Net Loss of Rs. 118.90 Lacs
due to Exceptional Loss Of Rs 110.91 Lacs as against the Net profit of Rs. 382.29 Lacs due to Exceptional
Gain of Rs. 303.04 (net of Tax) in the previous year.

Dividend

The Board considering the need to conserve capital to fund the expansion activities as well as to augment
working capital requirements do not recommend any dividend for the financial year ended March 31, 2025.

Transfer to Reserves and Surplus:

During the year under review, the Company has not proposed to transfer any amount to the reserves.

Share Capital

There was no change in the Company’s share capital during the year under review. The Company’s paid-up
equity share capital as on March 31, 2025 remained at Rs. 43,871,000/- comprising of 4,387,100 equity
shares of Rs. 10/- each.

The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or
provided any stock option scheme to employees during the year under review.

Change in the Nature of Business:

There is no change in nature of business of the Company during the Financial Year under review.

Annual Listing Fees of the Company

The Shares of your Company are listed on Platform of “BSE Limited”. The annual Listing Fees for the Year
2025-26 has been paid to the exchange.

DIRECTORS OR KEY MANAGERIAL PERSONNEL:

Directors

The Board in conjunction with its committees ensures transparency, responsibility, and accountability with
an aim to create long-term sustainable growth. All Directors are astute professionals coming from varied
backgrounds possessing rich experience and expertise. The Board of Directors (the Board) holds a fiduciary
position to promote the success of the Company for the benefit of its members. They are entrusted to direct,
monitor and guide the Management towards building of such goals and objectives that guarantees
effectiveness and enhancement of shareholder value and fulfils their aspirations.

Change in constitution of Board of Directors

Mrs. Ruchika Kabra (DIN: 10713074) was appointed as an additional director designated as Non-Executive
& Independent Director on the Board of the Company on August 20, 2024 and regularize in 36^th Annual
General meeting on September 20, 2024 for a period of five consecutive years in terms of the provisions of
Section 149 of the Act.

Mrs. Mayuri suresh asawa (DIN: 10723949) was appointed as an additional director designated as Non¬
Executive & Independent Director on the Board of the Company on August 20, 2024 and regularize in 36^th
Annual General meeting on September 20, 2024 for a period of five consecutive years in terms of the
provisions of Section 149 of the Act.

Mr. Sandeepkumar Bhawanishankar Modi (DIN: 02420276), was appointed as Independent Director of the
Company by the Members in terms of the provisions of Section 149 of the Act and Regulations 17 and 25 of
SEBI Listing Regulations. Accordingly, his second term of five years as Independent Director of the
Company is expired on 20.09.2024.

Mr. Udit Sanatkumar Master (DIN: 02424071), was appointed as Independent Director of the Company by
the Members in terms of the provisions of Section 149 of the Act and Regulations 17 and 25 of SEBI Listing
Regulations. Accordingly, his second term of five years as Independent Director of the Company is expired
on 20.09.2024.

Changes in Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Ankur Sharad Poddar
(DIN: 03102299), Director shall retire by rotation at the ensuing Annual General Meeting and being eligible,
has offered himself for re-appointment as a Director of the Company.

The Board recommends his re-appointment for the consideration of the members of the Company at the
ensuing Annual General Meeting.

Number of Meetings of the Board

During the year Seven Board Meetings were convened and held. The details are given below. The
intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

Key Managerial Personnel

Mr. Jattashankar Poddar, Managing Director, Mr. Ankur Poddar, Chief Financial Officer and Mrs. Varsha
Maheshwari, Company Secretary are the key managerial personnel of the Company.

During the year under review, there was no change in Key Managerial Personnel of the Company as
prescribed under Section 203 of the Companies Act, 2013.

Declaration by Independent Directors

Your Company appointed Independent Directors who are renowned people having expertise/experience in
their respective field/profession. In compliance with Section 149(6) of the Companies Act, 2013 and
Regulation 16(1) (b) of the Listing Regulations, all Independent Directors have given a declaration that they
meet the criteria of independence as provided under law. None of the Independent Directors are promoters or
related to Promoters. The Non-executive Independent Directors have no pecuniary relationship or
transactions with the Company in their personal capacity except for sitting fees drawn by them for attending
the meeting of the Board and Committee(s) thereof and further do not hold two percent or more of the total
voting power of the Company.

The Declarations required under Section 149(7) of the Companies Act, 2013 from the Independent Directors
of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of
the Companies Act, 2013, was duly received by the Company

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Agreement, the Board has carried out
an annual performance evaluation, in the specified manner, of its own performance, the directors
individually as well as the evaluation of the working of its Audit, Nomination & Remuneration, Stakeholder
Relationship Committee and Compliance Committees.

Committees of the board
Audit Committee

The Audit Committee which acts as a link between the management, external and internal auditors and the
Board of Directors of the Company is responsible for overseeing the Company’s financial reporting process
by providing direction to audit function and monitoring the scope and quality of internal and statutory audits.

The composition of the Committee is in compliance with the provisions of Section 177 of the Companies
Act, 2013 and Regulation 18 SEBI (LODR) Regulations, 2015. The Chairperson of the Committee is a Non¬
Executive Independent Director.

Composition of Audit Committee of the Company

*Note:- Above reconstituted the Committees of the Board with the members, with effect from September
21,2024

The Committee members meet regularly and make their recommendations in accordance with the terms of
reference specified by the Board. Such recommendations are thoroughly discussed in Board meetings and by
and large accepted for implementation.

Audit Committee Meetings held and Attendance of Directors during the Year 2024-25

The Audit Committee acts in accordance with the broad terms of reference specified by the Board of
Directors in adherence to Section 177 of the Companies Act, 2013 (the ‘Act’). The scope of activities of the
Audit Committee includes the areas laid out in Section 177 of the Act and Part C of Schedule II of SEBI
(LODR) Regulations, 2015

Nomination & Remuneration Committee

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies
Act, 2013 and Regulation 19 of the of the SEBI (LODR) Regulations, 2015. The Chairperson of the
Committee is a Non-Executive Independent Director.

Composition of Nomination & Remuneration Committee of the Company

*Note: - Above reconstituted the Committees of the Board with the members, with effect from September
21, 2024

The role of NRC includes the areas laid out in Section 178 of the Act and Part D of Schedule II of the SEBI
(LODR) Regulations, 2015. The Board of Directors on recommendation of the NRC has adopted a policy for
evaluation oi the Boara, its committees. Nomination & Remuneration Policy has neen iramea, aaoptea ana
implemented by the Nomination ana Remuneration Committee, with broaa objectives, for aetermining ana
recommenaing the remuneration of the Directors, KMP ana Senior Management to the BoaM.

Stakeholders Relationship Committee

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies
Act, 2013 ana Regulation 20 SEBI (LODR) Regulations, 2015. The Chairman of the Committee is a Non¬
Executive Mepenaent Director. During the year, The Company haa receivea complaints ana all Complaints
haa been Resolvea.

Composition of Stakeholder’s Relationship Committee of the Company:

*Note: - Above reconstitutea the Committees of the BoaM with the members, with effect from September
21,2024

Stakeholder’s Relationship Committee Meetings held and Attendance of Directors during the Year
2024-25:

Independent Directors Meeting

During the year unaer review, the Inaepenaent Directors met on 15^th March, 2025 inter-alia, to aiscuss:

> Evaluation of the performance of Non inaepenaent Directors & the BoaM of Directors as whole;

> Evaluation of the performance of the Chairman of the Company, taking into account the views of
the executive ana non-executive airectors.

> Evaluation of the quality, content ana timelines of flow of information between the management
ana the boaM that is necessary for the boaM to effectively & reasonably perform its auties.

The Inaepenaent Directors aiscussea, analysea ana reviewea the open offer given by Acquirers pursuant to
Public Announcement aatea 20th December, 2024, Detailea Public Statement publishea on 30th December,
2024 ana Letter of Offer aatea 04th March, 2025

Performance Evaluation

Formal Annual evaluation has been made by the Board of its own Performance and that of its Committees &
Individual Directors during the meeting of Board of Directors and by common discussion with concerned
persons.

Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies
(Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing
Regulations, the Company had adopted ‘Vigil Mechanism Policy’ for Directors, Employees, and other
Stakeholders of the Company to report concerns about unethical behaviour. The policy provides a
mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any
victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports, and so on.

The Vigil Mechanism policy is available on the website of the Company at www.jsil.in.

Annual Return

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual Return of the
Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of
Companies (Management and Administration) Rules, 2014 in prescribed Form No. MGT-7 will be placed on
the website of the Company https://www.jsil.in/ir-annual-return-and-extract-of-annual-return.php.

Auditors

M/s. K.K. Jhunjhunwala & Co., Chartered Accountants (Firm Registration No. 111852W) were Re¬
appointed as Statutory Auditors of the Company at the 34^th AGM held on 22^nd September, 2022, to hold
office till the conclusion of ensuing 39^th AGM.

The Auditors have issued an unmodified opinion on the standalone Financial Statements for the financial
year ended 31st March, 2025. The said Auditors’ Report(s) for the financial year ended 31st March, 2025 on
the financial statements of the Company forms part of this Annual Report.

Auditors Report-

The Auditors’ Report on the financial statements of the Company form a part of the Annual Report. There is
no qualification, reservation, adverse remark, disclaimer, or modified opinion in the Auditors’ Report, which
calls for any further comments or explanations. The observation made in the Auditors Report read together
with relevant notes thereon are self-explanatory and hence, do not call for any further comments under
Section 134 of the Companies Act, 2013.

The Auditors have not reported any matter to the Company required to be disclosed under Section 143(12)
of the Companies Act, 2013.

INTERNAL AUDITOR & AUDITORS’ REPORT

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the
company has Appointed M/s Fogla Agarwal and Associates LLP, Chartered Accountants, as Internal
Auditor to conduct Internal Audit for the Financial Year 2025- 2026.The Company has received their
consent for appointment

The Internal Audit Report is received by the Company and the same is reviewed and approved by the Audit
Committee and Board of Directors for the year 2024-2025. All the observations made by the Internal
Auditors have been attended to.

The Audit Committee reviews internal audit report and internal control measures at its quarterly meetings.
Company’s internal controls are commensurate with the size and operations of the business. Continuous
internal monitoring mechanism ensures timely identification and redressal of issues.

Secretarial Audit and Audit Report

The Board of Directors of the Company, based on the recommendation made by the Audit Committee, and
subject to the approval of the shareholders of the Company at the ensuing AGM, have approved the
appointment of Ms. Kala Agarwal, as the Secretarial Auditors of the Company to conduct the secretarial
audit for a period of five consecutive years from the financial year 2025-26 to the financial year 2029-30, in
terms of provisions of Regulation 24A of the Listing Regulations and provisions of Section 204(1) of the

Companies Act, 2013. Ms. Kala Agarwal has given consent and confirmed that she is not disqualified from
being appointed as the Secretarial Auditor of the Company and satisfies the eligibility criteria.

The Secretarial Audit report submitted by them for the financial year 2024-25 in the prescribed form MR3
pursuant to the provisions of Section 204 of the Act received from Ms. Kala Agarwal is provided in
Annexure IV forming part of this report. The Secretarial Auditors’ Report for the financial year 2024- 25
does not contain any qualification, reservation or adverse remarks and the same is self-explanatory.

Deposits

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section
76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is
required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

Borrowings

The company has not defaulted in payment of interest and/or repayment of loan to any of the financial
institutions and/or bank.

Compliance of Secretarial Standards

During the financial year under review, the Company has complied with the applicable provisions of the
Secretarial Standard-1 and Secretarial Standard-2 relating to ‘Meetings of the Board of Directors’ and
‘General Meetings’, respectively issued by the Institute of Company Secretaries of India (‘ICSI’) and
approved by the Central Government under Section 118 (10) of the Act.

Particulars of Loans Given, Investments Made, Guarantees Given and Securities Provided Under
Section 186 of the Act

There were no loans, guarantees and investments made by the company under Section 186 of the Companies
Act, 2013 during the year under review.

Business responsibility and sustainability report (brsr):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the
financial year ended on 31st March, 2025.

Subsidiary / Joint Venture / Associate Companies

As on March 31, 2025, your Company does not have any Subsidiary / Joint Venture / Associate Companies
Details of Fraud

During the year under review, the auditors i.e. statutory auditors and secretarial auditors have not reported
any matter under section 143(12) of the Act, and therefore, no details are required to be disclosed under
section 134(3) (ca) of the Act.

Contracts or Arrangements Made with Related Parties Under Section 188(1) Of the Act

All the transactions with related parties during the year were on arm’s length basis and in the ordinary course
of the business. Related party transactions entered into by the Company during the year were approved by
the audit committee and the Board from time to time and are disclosed in the notes to accounts of the
financial statements forming part of this Annual Report. The Company has also obtained approval of the
shareholders for related party transactions which are material in nature irrespective of the fact that they are
on arm’s length basis and in the ordinary course of the business. The details of materially significant related
party transactions entered into by the Company are disclosed in Form AOC- 2 pursuant to Section 134(3) of
the Act and enclosed as Annexure -V to this report.

All transactions with related parties are in accordance with the RPT Policy. The policy on materiality of
related party transactions and dealing with related party transactions (“RPT Policy”) formulated by the
Board can be accessed at https://www.jsil.in/

Material Changes and Commitments affecting the financial position of the Company

There have been no material changes and commitments 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.

Significant and Material Orders passed by The Regulators or Courts

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

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure

As required Under Section 134(3) (m) of the Companies Act, 2013 read with the Companies (Disclosure of
particulars in the report of the Board of Directors) Rules, 88 and Rule 8 (3) of Companies (Accounts) Rules,
14 and forming part of the report of the Directors. Annexure-I

Particulars of Employees

The disclosure pertaining to remuneration and other details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed to this Report as Annexure-III.

The information required under section 197 of Companies act 2013 read with Companies (Appointment and
Remuneration of Managerial Personnel) Rule, 2014 forms part of this Annual Report. However, this
information is not sent along with this report pursuant to provision of section 136 of the Act. Any
shareholder interested in obtaining a copy of the same may write to the Company at
iattashankarind@vahoo.com from their registered e-mail address.

Obligation of Company under the Sexual Harassment of Women at workplace (Prevention,
Prohibition and Redressal) Act, 2013

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9 th December, 2013.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up
committee for implementation of said policy. During the year Company has not received any complaint of
harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year
2024-2025.

Disclosure with Respect to the Compliance of The Provisions Relating to The Maternity Benefit Act,
1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including the
grant of maternity leave, work-from-home options where applicable, and provision of creche facilities as
required. The Company remains committed to ensuring a safe and supportive work environment for its
women employees.

Familiarization Programme for Independent Directors

Independent Directors are familiarized with their roles, rights and responsibilities in the Company as well as
with the nature of industry and business model of the Company through induction programmers at the time
of their appointment as Directors and through presentations on economy & industry overview, key
regulatory developments, strategy and performance which are made to the Directors from time to time.

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as on
31st March, 2025.

Corporate Social Responsibility Initiatives

The criteria prescribed for the applicability of Corporate Social Responsibility under Section 135 of the
Companies Act, 2013 is not applicable to the Company.

Industrial Relations

The relations between the employees and the Management have remained cordial and harmonious during the
year under review.

Risk Management Policy:

The Company has constituted the Risk Management Ploicy and laid down a framework to inform the Board
about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the
Board, there is no such risk, which may threaten the existence of the Company.

During the year, such controls were tested and no material discrepancy or weakness in the Company’s
internal controls over financial reporting was observed.

Proper Risk Management Practices have been followed for the purpose of risk identification, analysis, and
mitigation planning, monitoring, and reporting. Although, all risks cannot be eliminated, but mitigation and
contingency plans are developed to lessen their impact if they occur.

The Board of Directors informs the Members that with effect from 21st September, 2025, the Risk
Management Committee was dissolved at the time of reconstitution of Committees.

In light of recent changes in the composition of the Board and with a view to streamline governance
processes, the Board reviewed the functioning and necessity of various Committees. Considering the overall
structure, scale of operations and reporting framework of the Company, it was resolved that maintaining a
separate Risk Management Committee was not essential.

Accordingly, the functions and responsibilities relating to risk management have been reallocated to the
Audit Committee, which has been entrusted to monitor, evaluate and oversee the Company’s risk
management framework and internal control systems. This ensures that risk oversight continues to receive
adequate focus at the Board level while avoiding duplication of roles across Committees.

The Board confirms that the Company continues to follow robust risk management practices, and all
material risks - including financial, operational, strategic and compliance-related risks - are periodically
reviewed by the Audit Committee and reported to the Board for appropriate action.

Management Discussion and Analysis Report

In terms of the provisions of Regulation 34 of the Listing regulations, the Management’s discussion and
analysis report is annexed to the Annual report. (Annexure -II)

Corporate Governance

In accordance with Regulation 15 of the SEBI(LODR), Regulations, 2015 the Corporate Governance
provisions are not applicable to your Company as the Paid-up Equity Share Capital of the Company is not
exceeding Rs. 10 Crores and Net Worth of the Company is not exceeding Rs. 25 Crores as on the last day of
previous financial year. Accordigly Corporate Governance Report, Certification from Practicing Company
Secretary and Certification from CEO/CFO are not given in Annual Report.

Internal Financial Control Systems and their Adequacy

The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its
business including adherence to the company’s policies, safeguarding its assets, the prevention on detection
of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of
reliable financial disclosures.

The systems and operations are regularly reviewed by audit committee to ensure and review their
effectiveness and implementation. The audit committee also issues directives for enhancement in scope and
coverage of specific areas, wherever felt necessary.

The Details of Application Made or any Proceeding Pending under the Insolvency and Bankruptcy
Code, 2016 (31 Of 2016) during the year alongwith their status as at the end of the financial year: -

There was no application made or no proceeding pending under the Insolvency and Bankruptcy Code, 2016
during the year.

The Details of Difference Between Amount of The Valuation Done at The Time of One Time
Settlement and The Valuation Done While Taking Loan from The Banks or Financial Institutions
Along with The Reasons Thereof.

During the Financial Year under review, there has been no incident of one-time settlement for loan taken
from the banks of financial institutions and hence not being commented upon.

Share Purchase Agreement

Promoters and members of promoter group of the Company had entered into a share purchase agreement
dated December 20, 2024 (“SPA”) with Mr. Tarunkumar Gunvantlal Patel, Mr. Vedant Tarunbhai Patel, Mr.
Vishal Prakashbhai Ashara Mr. Khudai Keval Jayanti, Mr. Nileshbhai Bhagvanji Bapodara (Acquirers) for
sale of 31,82,900 equity shares of the Company held by them, each having a face value of Re.10/-,
representing 72.55% of the paid-up equity share capital of the Company (“Sale Shares”), to acquirer at a
price of Rs. 60/- per Sale Share (“Transaction”).

As a result of the above Transaction, Acquirers had given an open offer to the public shareholders of the
Company for up to 11,40,646 equity shares, constituting 26.00% of the equity Share Capital, at a price of Rs.

60 per equity share (“Open Offer”) in accordance with SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011 (“SEBI (SAST) Regulations”).

In this regard, Observations from SEBI received vide letter no. SEBI/HO/CFD/CFD-RAC-
DCR2/P/ OW/2025/06512/1 dated February 28, 2025.

DIRECTORS’ RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) & 134 (5) of the Companies Act, 2013, with respect to Directors’
Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable
accounting standards have been followed and there are no material departures from the same;

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

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

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

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

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws
and that such systems are adequate and operating effectively.

Acknowledgement

Your directors would like to express their appreciation for the assistance and co-operation received from the
Financial Institutions, Banks, Government authorities, customers, vendors, and members during the year
under review. Your directors also wish to place on record their deep sense of appreciation for the committed
services by the Company’s executives, staff, and workers.

Place: Mumbai
Date: 30/05/2025

By Oder of the Board
For Jattashankar Industries Limited

Sd/- Sd/-

Jattashankar Poddar Sharad Poddar

Managing Director Director

DIN: 00335747 DIN: 00335806