JTL Industries Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

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

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

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

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

FINANCIAL PERFORMANCE:

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

Description	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations	1,91,290.69	2,04,074.81	1,91,631.11	2,04,074.81
Other Income	2,255.93	754.65	2,244.82	814.98
Total Revenue	1,93,546.62	2,04,829.46	1,93,875.93	2,04,889.79
Total Expenses	(1,80,387.99)	(1,89,868.37)	(1,80,714.73)	(1,89,868.98)
EBITDA	14,510.22	16,026.20	14,540.41	16,085.94
Finance Cost	(440.60)	(509.36)	(452.49)	(509.38)
Depreciation and Amortisation	(910.99)	(555.75)	(926.72)	(555.75)
Exceptional Items	0	0	0	0
Profit Before Tax	13,158.63	14,961.09	13161.20	15,020.81
Profit After Tax	9,880.74	11,256.45	9,882.52	11,301.14
Other Comprehensive Income	(1,024.04)	(608.65)	(1,024.04)	(608.65)
Total Comprehensive Income for the year	8,856.70	10,647.80	8,858.49	10,692.50
Earnings Per Equity Share of Re. 1/- each
Basic	2.60	3.30	2.60	3.32
Diluted	2.30	3.25	2.30	3.26

OPERATIONAL PERFORMANCE
Consolidated Results

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

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

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

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

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

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

Standalone Results

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

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

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

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

EXPANSIONS AND PRODUCT EXTENSION

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

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

QUALIFIED INSTITUTIONAL PLACEMENT

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

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

SUB-DIVISION/SPLIT OF EQUITY SHARES

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

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

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

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

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

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

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

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

Sr. No.	Allotment Date	No. of Allottees	No. of Equity Shares
1.	June 1 1,2024	1	1,00,000
2.	July 25, 2024	5	1,04,445
3.	September 02, 2024	30	24,51,543
	Total		26,55,988

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

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

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

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

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

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

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

CHANGES IN CAPITAL STRUCTURE, IF ANY AUTHORISED
SHARE CAPITAL

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

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

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

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

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

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

ISSUED, PAID UP & SUBSCRIBED SHARE CAPITAL

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

19.65.40.815 Equity Shares of Rs. 2/- each.

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

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

CAPITAL STRUCTURE OF SUBSIDIARIES

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

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

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

CONSOLIDATED FINANCIAL STATEMENTS

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

DIRECTOR''S RESPONSIBILITY STATEMENT:

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

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

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

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

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

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

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND

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

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

DIVIDEND DISTRIBUTION POLICY

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

RECORD DATE

The record date fixed for determining the entitlement of
Members for payment of dividend is Friday, September 12,
2025.

According to the Finance Act, 2020, dividend income will be
taxable in the hands of the Members w.e.f. April 01, 2020
and the Company is required to deduct tax at source from
the dividend paid to the Members at prescribed rates as per
the Income Tax Act, 1961.

BOARD OF DIRECTORS

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

As on the date of the report, the composition of the Board
consists of 10 Directors comprising of 4 Independent
Directors, 5 Executive Directors and 1 Non-Executive
Director details thereof have been provided in the Corporate
Governance Report.

In terms of the requirement of the Listing Regulations, the

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

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

BOARD EVALUATION

Pursuant to the applicable provisions of the Act and the Listing
Regulations, the Board has carried out an Annual Evaluation
of its own performance, performance of the Directors and
the working of its Committees on the evaluation criteria
defined by the Nomination and Remuneration Committee
(NRC) for performance evaluation process of the Board,
its Committees and Directors. The Board’s functioning
was evaluated on various aspects, including inter-alia the
structure of the Board, meetings of the Board, functions
of the Board, degree of fulfilment of key responsibilities,
establishment and delineation of responsibilities to various
Committees, effectiveness of Board processes, information
and functioning. The Committees of the Board were
assessed on the degree of fulfilment of key responsibilities,
adequacy of Committee composition and effectiveness of
Meetings. The Directors were evaluated on aspects such
as attendance, contribution at Board/ Committee Meetings
and guidance/support to the Management outside Board/
Committee Meetings.

The criteria for evaluation of Board include whether Board
meetings were held in time, all items which were required
as per law or SEBI (LODR) Regulations, 2015 to be placed
before the Board, have been placed, the same have been
discussed and appropriate decisions were taken, adherence
to legally prescribed composition and procedures, timely
induction of additional/ women Directors and replacement
of Board members/Committee members, whenever
required, whether the Board regularly reviews the investors
grievance redressal mechanism and related issues, Board
facilitates the independent directors to perform their role
effectively etc. The criteria for evaluation of committee
include taking up roles and functions as per its terms
of reference, independence of the committee, policies

which are required to frame and properly monitored its
implementation, whether the committee has sought
necessary clarifications, information and explanations from
management, internal and external auditors etc. Based
on such criteria, the evaluation was done in a structured
manner through peer consultation & discussion.

The performance assessment of Non-Independent
Directors, Board as a whole and the Chairman were
evaluated in a separate meeting of Independent Directors.
The same was also discussed in the meetings of NRC and
the Board. Performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent
Director being evaluated.

In compliance with the provisions of the Companies Act,
2013 (the Act) and applicable clauses of SEBI(Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board, during the year adopted a formal
mechanism for evaluation of its performances as well as
that of its committees and individual Directors, including
the Chairman of the Board.

A structured questionnaire was prepared after taking into
consideration inputs received from the Directors, covering
various aspects of the Boards functioning such as adequacy
of the composition of the Board and its Committees, Board
culture, execution and performance of specific duties,
obligations and governance.

A separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman
of the Board, who were evaluated on parameters such as
level of engagement and contribution, independence of
judgement, safeguarding the interest of the Company and
its minority shareholders, etc. The performance evaluation
of the Independent Directors was carried out by the entire
Board. The performance evaluation of the Chairman and
the Non-Independent Directors was carried out by the
Independent Directors. The Directors expressed their
satisfaction with the evaluation process.

INDEPENDENT DIRECTORS'' MEETING

In compliance with Section 149(8) of the Act read along
with Schedule IV of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Independent Directors separately met on March 24, 2025
inter alia, to discuss:

a. Evaluation of the performance of non- Independent
Directors and the Board as a whole;

b. Evaluation of the performance of the Chairperson
of the Company, taking into account the views of
executive directors and non- executive directors;

c. Evaluation of the quality, quantity and timeliness of flow
of information between the Company management
and the Board that is necessary for the Board to
effectively and reasonably perform their duties.

Except Mr. Ashok Goyal and Mr. Rakesh Mohan Garg, all the
then Independent Directors were present at the Meeting.

DECLARATION OF INDEPENDENCE BY INDEPENDENT
DIRECTORS AND DISCLOSURE

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

DIRECTORS AND KMPS

(i) Appointments/ Changes

During the year under review, Mrs. Preet Kamal Bhatia
ceased to be Independent Director of the Company
w.e.f. February 12, 2025 on account of expiry of
her second term of 5 years. The Board of Directors
on the recommendations of the Nomination and
Remuneration Committee appointed Mrs. Raman
Chadha (DIN: 10913870) as Independent Woman
Director (Additional) on the Board of the Company
w.e.f January 28, 2025 for a period of 5 years and her
appointment was also approved by shareholders of
the Company through Postal Ballot concluded on April
24 2025

Further, Sh. Mithan Lal Singla, Promoter and Non¬
Executive Director of Company ceased to Director of
the Company w.e.f. June 08, 2025 due to his sudden
demise.

Further, the Board of Directors in their meeting held on
August 27, 2025 appointed Mr. Jagdeep Kumar Goel
(DIN: 10398389) as Additional Director (Non-Executive
and Non-Independent) on the Board of the Company
up to the upcoming Annual General Meeting.

Apart from this, there were no changes in Directors/
KMPs of the Company.

(ii) Retirement by rotation.

In accordance with the provisions of the Companies
Act, 2013 and Articles of Association of the Company,
Sh. Madan Mohan and Sh. Dhruv Singla, Directors
of the Company, are liable to retire by rotation at the
ensuing Annual General Meeting and being eligible
offer themselves for re-appointment.

(iii) Resignations/ Removal of Directors

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

(iv) Declarations by Independent Directors

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

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

(v) Board Meetings

The Board meets at regular intervals to discuss and
decide on Company’s business operations, policies
and strategy apart from other Board businesses.
During the year, 7 (Seven) Board Meetings and 6 (Six)
Audit Committee Meetings were convened and held.
The details are given in the Corporate Governance
Report. The intervening gap between the two Meetings
was within the period prescribed under the Companies
Act, 2013. Pursuant to the circular relating to the
"enforcement of SEBI Order regarding appointment of
directors by listed companies" dated June 20, 2018,
none of the director of the Company, is debarred from
holding the office of director pursuant to any SEBI
order.

(vi) Board Evaluation

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

(vii) Nomination & Remuneration Policy

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

qualifications, positive attributes, independence of
Director, and also remuneration for key managerial
personnel and other employees, forms part of the
Corporate Governance Report of this Annual Report.

(viii) Key Managerial Personnel

The Company has presently seven Key Managerial
Personnel viz. Mr. Madan Mohan, Mg. Director,
Mr. Rakesh Garg, Executive Director, Mr. Dhruv Singla,
Whole Time Director, Mr. Pranav Singla, Whole Time
Director, Mr. Sanjeev Gupta, Whole Time Director,
Mr. Amrender Kumar Yadav, Company Secretary and
Mr. Atul Garg, Chief Financial Officer of the Company.
Brief profiles of all the Directors are given in the Annual
Report.

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH
THE COMPANY

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

FAMILIARISATION PROGRAMME FOR DIRECTORS

Your company follows a structured familiarisation
programme through various reports and internal policies for
all the Directors with a view to update them on the Company’s
policies on a regular basis. Letter of Appointment(s) are
issued to Independent Directors setting out in detail, the
terms of appointment, duties, responsibilities and expected
time commitments. Each newly appointed Director is
taken through a formal induction programme including the
presentation from the Managing Director on the Company’s
manufacturing, marketing, finance and other important
aspects. All our Directors are aware and also updated,
whenever required, of their role, responsibilities, liabilities
and obligations under the provisions of the Companies
Act, 2013 and Rules made there under an Agreement/
Regulation 25 of the Listing Regulations, 2015. The details of
the Familiarisation Programmes for Independent Directors
are made available on Company’s website at the web link:
https://www.jtl.one/wp-content/uploads/2024/04/Policy-
on-familiarization-programme.pdf

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

KEY MANAGERIAL PERSONNEL

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

1. Mr. Madan Mohan, Managing Director;

2. Mr. Rakesh Garg, Whole Time Director;

3. Mr. Dhruv Singla, Whole Time Director;

4. Mr. Pranav Singla, Whole Time Director,

5. Mr. Sanjeev Gupta, Whole Time Director

6. Mr. Amrender Kumar Yadav, Company Secretary

7. Mr. Atul Garg, Chief Financial Officer

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act,
2013 (''Act''), Mr. Madan Mohan and Mr. Dhruv Singla,
Directors will be liable to retire by rotation in the ensuing
Annual General Meeting and being eligible, offers themselves
for re-appointment at the ensuing AGM.

AUDIT COMMITTEE

As on date Audit Committee of the Board consists of five
Directors as Chairperson/ Members namely Mr. Ashok
Goyal, (Chairperson), Mr. Rakesh Mohan Garg, Mr. Sukhdev
Raj Sharma, Mrs. Raman Chadha, Independent Directors
and Mr. Rakesh Garg, Executive Director.

Independent Director is the Chairperson of the Committee.
During the year, all the recommendations made by the Audit
Committee were accepted by the Board.

BOARD MEETINGS

The Board met 7 (Seven) times during the year, the details
of which are given in the Corporate Governance Report
that forms part of the Annual Report. The intervening gap
between the meetings was within the period prescribed
under the Companies Act, 2013 and the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ("Listing Regulations"), as
amended from time to time.

Further, the Independent Directors at their separate meeting,
reviewed the performance of the Board, Chairman of the

Board and of Non-Independent Directors, as required under
the Act and the Listing Agreement.

The Independent Directors at their separate meeting also
assessed the quality, quantity and timelines of flow of
information between your Company Management and the
Board of Directors of your Company.

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination & Remuneration Committee (NRC)

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Sub-Committee of Directors

• Risk Management Committee

• Securities Issue and Allotment Committee

• Fund Raising Committee

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

PREVENTION OF INSIDER TRADING

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

REPORTING OF FRAUDS

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

ANNUAL RETURN

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

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

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

CREDIT RATING

During the year under consideration, Company obtained
credit rating from Infomerics Valuation and Rating Private
Limited for its’ short term and long term exposures. The
Ratings assigned by Infomerics for the Bank Facilities
through its’ Press Release dated October 23, 2024 was as
under:

Long Term Bank facilities: IVR/A Positive
Short Term Bank facilities: IVR A1

SECRETARIAL AUDIT

Pursuant to the provisions of section 204 of the Companies
Act, 2013 and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Board
of Directors of the Company in their meeting held on May
27, 2025 has appointed M/s S.V. Associates, Company
Secretaries (Certificate of Practice No. 14791), as the
Secretarial Auditors to conduct an audit of Secretarial
Records for a term of five consecutive years i.e. from the
financial year 2025-26 to 2029-30.

The Secretarial Audit Report for the financial year ended
March 31,2025 under Act, read with Rules made thereunder
and Regulation 24A of the Listing Regulations (including
any statutory modification(s) or re-enactment(s) thereof for
the time being in force) is set out in the Annexure-2 to this
report.

The said secretarial audit report does not contain any
qualification, reservation or adverse remark or disclaimer
made by the Secretarial Auditor.

In addition to the above and pursuant to SEBI Circular
dated February 08, 2019, a Report on annual secretarial
compliances by S.V. Associates, Practicing Company
Secretaries for the year ended March 31,2025 is submitted
to stock exchanges. There are no observations, reservations
or qualifications in the said Report.

PARTICULARS OF THE EMPLOYEES

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

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

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

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

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

RISK MANAGEMENT

Pursuant to Section 134(3) of the Act and Regulation 21
of SEBI (LODR) Regulations, 2015, during the FY 2024-25
Risk Management Committee was in place. As on date, it
comprises of Mr. Dhruv Singla (Chairperson), Mr. Rakesh

Garg, Mr. Sukhdev Raj Sharma and Mrs. Raman Chadha.
The Company has formulated a Risk Management Policy
to establish an effective and integrated framework for the
Risk Management process. During 2024-25, two Meetings
were held on May 10, 2024 and October 30, 2024 wherein,
relevant mitigation measures identified for the Company
were reviewed and discussed.

The Company believes that managing risks helps in
maximising returns. A risk management framework have
been developed and implemented by the Company for
identification of elements of risk if any, which in opinion
of board may threaten the existence of the Company. It
aims to identify commodity prices, Price fluctuation of
raw material and finished goods, Credit Risks, inflation,
Strategic Risks, etc. The effectiveness of risk management
framework and system is periodically reviewed by Board of
Directors of the Company. At present, in the opinion of the
Board of Directors, there are no risks which may threaten
the existence of the Company.

The speed and degree of changes in the global economy and
the increasingly complex interplay of factors influencing the
business makes Risk Management an inevitable exercise
and to cater to the same, your Company has identified major
focus areas for risk management to ensure organisational
objectives are achieved and has a robust policy along with

well-defined and dynamic structure and proactive approach
to assess, monitor and mitigate risks associated with the
business.

The Board members are regularly informed about the
potential risks, their assessment and minimisation
procedures. The Board frames a plan for elimination /
minimisation of the risk and further lays out the steps for
implementing and monitoring of the risk management plan.
The Company is taking all the suitable steps to avoid the
risks that arise in the Company. There is no such threat to
the existence of the Company.

CHANGE IN THE NATURE OF BUSINESS

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

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

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

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

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

Sr. No.	Resolution	Postal Ballot Conclusion Date
1.	Alteration in the Object clause of Memorandum of Association of the Company	April 24, 2025
2.	Appointment of Mrs. Raman Chadha (DIN: 10913870) as Independent Director of the Company

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

DECLARATION REGARDING CODE OF CONDUCT

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

DEPOSITS FROM PUBLIC

During the financial year 2024-25, the Company has not
accepted, invited or renewed any deposits or amounts
which are deemed to be deposits within the meaning of
Section 73 to 76 or any other relevant provisions of the
Companies Act, 2013 and no such amounts or interest on
deposits was outstanding as on March 31,2025.

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year
under review were on arm’s length basis and in the ordinary
course of business and that the provisions of Section 188
of the Companies Act, 2013 and the Rules made there under
are not attracted. No material related party transactions
were entered into during the financial year by the Company.
Accordingly, the disclosure of related party transactions as
required under Section 134(3)(h) of the Act in Form AOC-2
is not applicable to the Company for FY 2024-25.

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

DISCLOSURE ABOUT THE RECEIPT OF COMMISSION

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

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

SUBSIDIARY COMPANIES/ASSOCIATE COMPANIES/
JOINT VENTURES ETC

As on date, Company has two (2) subsidiaries viz. JTL
Tubes Limited and JTL Engineering Limited. JTL Tubes
Limited is a wholly owned Subsidiary of the Company, which
has not yet commenced its operations fully. Further, during

FY 2024-25, Company had acquired 66.96% stake in Nabha
Steels & Metals, a partnership firm, which was on March 11,
2025 incorporated as a public limited Company in the name
of JTL Engineering Limited.

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

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

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

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has designed and implemented a process
driven framework for Internal Financial Controls. For the
year ended on March 31, 2025, the Board is of the opinion
that the Company has sound Internal Financial Controls
commensurate with the size, scale and complexity of

its business operations. During the year, such controls
were tested and no material weakness in their operating
effectiveness was observed. The Company has a process
in place to continuously monitor the same and identify
gaps, if any, and implement new and/ or improved controls
whenever the effect of such gaps would have a material
effect on the Company’s operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

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

STATUTORY AUDITORS

The members at the 32nd Annual General Meeting of the
Company held on August 30, 2023 had appointed M/s
N. Kumar Chhabra & Co, Chartered Accountants (Firm
Registration No. 000837N) as the Statutory Auditors of the
Company to hold office for a term of five years i.e. from
the conclusion of the 32nd Annual General Meeting until
conclusion of 37th Annual General Meeting to be held in
2028. The Auditor’s Reports for the financial year 2024-25
does not contain any qualification, reservation or adverse
remark. The Auditors’ Report is enclosed with the Financial
Statements in this Annual Report. Further, pursuant to
Section 143(12) of the Companies Act, 2013, the Statutory
Auditors of the Company have not reported any instances
of frauds committed in the Company by its officers or
employees.

The details relating to fees paid to the Statutory Auditors
are given in the Financial Statements and Corporate
Governance Report in the Annual Report.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

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

AUDITORS'' REPORT

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

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

APPOINTMENT OF SECRETARIAL AUDITOR AND
INTERNAL AUDITOR

In accordance with the applicable provisions of the
Companies Act, 2013 and Regulation 24A of SEBI (LODR)
Regulations, 2015 and based on the recommendation of the
Audit Committee, the Board of Directors of the Company
in their meeting held on May 27, 2025 appointed M/s S.V
Associates, a peer reviewed firm, Prop. Sahil Malhotra,
Practicing Company Secretaries, as the Secretarial Auditors
of the Company for conducting the secretarial audit for a
term of five consecutive years i.e. from financial year 2025¬
26 to 2029-30. The said appointment is subject to approval
of the members of the Company in the ensuing Annual
General Meeting of the Company.

Further, in accordance with the applicable provisions of the
Companies Act, 2013 and based on the recommendation of
the Audit Committee, the Board of Directors of the Company
in their meeting held on May 27, 2025 appointed M/s S
Dhiman & Co, Chartered Accountants (FRN 035834N) as
the Internal Auditors of the Company for the financial year
2025-26.

DIRECTORS AND OFFICERS INSURANCE (D &O)

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

LISTING OF SECURITIES

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

Sr. No	Name of the Committee Member	Designation	Category
1.	Raman Chadha	Chairperson	Independent Director
2.	Dhruv Singla	Member	Executive Director
3.	Rakesh Garg	Member	Executive Director

During the year 2024-25, the Company had identified
certain projects/activities on which the CSR expenditure
for the financial year was made. The activities mainly
included promotion of education, research, healthcare, skill
development and allied activities, Animal Welfare along
with other activities as enumerated under Schedule-VII
of the Companies Act, 2013. Details about the CSR policy
and initiatives taken by the Company during the year are
available on your company’s website www.jtl.one. The
Report on CSR activities is given in Annexure-5 forming
part of this Report.

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

CORPORATE GOVERNANCE REPORT

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

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

INDUSTRIAL RELATIONS

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

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT,
CHILD LABOUR ETC.

The Company’s Policy on Prevention of Sexual Harassment
at workplace is in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (Prevention of Sexual Harassment
of Women at Workplace Act) and Rules framed there under.
Internal Complaints Committees have also been set up to
redress complaints received regarding sexual harassment.
The Company is committed to providing a safe and
conducive work environment to all of its employees
and associates. The following is a summary of sexual
harassment complaints received and disposed off during
the year 2024-25:

Sr. No.	Category	No. of complaints during financial year 2024-25	No. of complaints pending as at end of year 2024-25
1	Child labour / forced labour / involuntary labour	The Company does not hire Child Labour, Forced Labour or involuntary Labour (No Case Reported)	Not Applicable
2	Sexual Harassment	No reported case*	Not Applicable
3	Discriminatory Employment	No reported case	Not Applicable

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

b) Number of complaints disposed off during the year:
NIL

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

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

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

STATEMENT ON COMPLIANCE WITH APPLICABLE
SECRETARIAL STANDARDS

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

BUSINESS RESPONSIBILITY AND SUSTANABILITY
REPORT(BRSR)

The Securities and Exchange Board of India Vide
SEBI (LODR) (Second Amendment) Regulations, 2021
effective from 5.5.2021, has replaced filing of Business
Responsibility Report with Business Responsibility and
Sustainability Report. The Business Responsibility and
Sustainability Report (BRSR) of the Company for FY
2024-25, in accordance with Regulation 34(2)(f) of the
Listing Regulations forms part of this Annual Report of the
Company.

INSOLVENCY & BANKRUPTCY CODE, 2016

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

DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND

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

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

TRANSFER TO RESERVES

The Board of Directors has decided to retain the entire
amount of profit in the profit and loss account. Accordingly,
the Company has not transferred any amount to the
''Reserves’ for the year ended March 31,2025.

GRATUITY

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

CAUTIONARY STATEMENT

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

COST AUDIT

The Company has maintained cost records for certain
products as specified by the Central Government under
sub-section (1) of Section 148 of the Act. M/s. Balwinder
& Associates, Cost Accountants, (Firm Registration No.
000201) carried out the cost audit for applicable businesses
during the financial year 2023-24. The Cost Audit Report for
the same was filed within the prescribed time limits. For
the Year 2024-25 also, the Cost Audit Report shall be duly
within the given time limits.

In terms of the provisions of Section 148 of the Act read
with the Companies (Cost Records and Audit) Rules, 2014,
as amended from time to time, the Board of Directors,
based on the recommendation of the Audit Committee, has
appointed M/s. Balwinder & Associates, Cost Accountants
(Firm Registration No. 000201), as Cost Auditor of the
Company to conduct the Cost Audit for the Financial Year
2025-26, on a remuneration as mentioned in the Notice of
34th Annual General Meeting.

A Certificate from M/s. Balwinder & Associates, Cost
Accountants, has been received to the effect that their
appointment as Cost Auditor of the Company, if made,
would be in accordance with the limits specified under
Section 141 of the Act and Rules framed thereunder.

A resolution seeking Member’s ratification for the
remuneration payable to the Cost Auditor forms part of the
Notice of 34th Annual General Meeting and the same is
recommended for your consideration and ratification.

REPORTING OF FRAUDS

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

DEMATERIALISATION OF SHARES

As on March 31, 2025, 97.09% Equity Shares were in
dematerialised form with National Securities Depository
Limited and Central Depository Services (India) Limited and
rest 2.91% were in physical form.

INSURANCE:

The properties/assets of your Company are adequately
insured.

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

There were no materially significant related party
transactions made by the Company with Promoters,
Directors, Key Managerial Personnel or other designated
persons, which could have potential conflict with the
interest of the Company at large. All contracts arrangements
transactions entered into by the Company during the
financial year under review with related parties were at an
arm’s length basis and in the ordinary course of business.
During the year, the Company has not entered into any
contract/ arrangement/transaction with related parties
which could be considered material in accordance with

the policy of Company on materiality of related party
transactions (transactions where the value exceeds
Rs. 1000 Cr. or 10% of the annual consolidated turnover,
whichever is lower), or which is required to be reported
in Form AOC - 2 in terms of section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, as amended.

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

INTERNAL CONTROL SYSTEM

The Company has an Internal Control System,
commensurate with the size, scale and complexity of its
operations. The Internal Audit function is handled by an
external firm of Chartered Accountants. The Internal Control
Systems are regularly being reviewed by the Company’s
Internal Auditors with a view to evaluate the efficacy and
adequacy of Internal Control Systems in the Company, its
compliance with operating systems, accounting procedures
and policies at all locations of the Company and to ensure
that these are working properly and wherever required,
are modified/ tighten to meet the changed business
requirements.

All the Business Heads/Function Heads are certifying the
compliance to all applicable rules, regulations and laws
every quarter to the Board and are responsible to ensure
that internal controls over all the key business processes
are operative. The scope of the Internal Audit is defined and
reviewed every year by the Audit Committee and inputs,
wherever required, are taken from the Statutory Auditors.
Based on the report of Internal Auditors, major audit
observations and corrective actions thereon are presented
to the Audit Committee of the Board.

Our management assessed the effectiveness of the
Company’s internal control over financial reporting (as
defined in Clause 17of SEBI Regulations 2015) as of March

31, 2025. The Statutory Auditors of the Company have
audited the financial statements included in this annual
report and have issued an attestation report on our internal
control over financial reporting (as defined in Section 143 of
Companies Act 2013).

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

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

REMUNERATION POLICY OF THE COMPANY

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

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

INDIAN ACCOUNTING STANDARDS

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

DISCLOSURE REQUIREMENT AS PER COMPANIES
(ACCOUNTS) RULES, 2014

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

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

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

OTHER DISCLOSURES

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

GREEN INITIATIVE

Electronic copy of the Annual Report for FY 2024-25 and the
Notice of the ensuing AGM is being sent to all shareholders
whose email addresses are available in demat account and
registered with Company’s Registrar and Share Transfer
Agent. Additionally, in accordance with Regulation 36(1)(b)
of the Listing Regulations, the Company is also sending a
letter to members whose e-mail IDs are not registered with
the Company/RTA/DP providing the weblink of Company’s
website from where the Annual Report of the Company
for the financial year 2024-25 can be accessed. As per
the General Circular No. 20/2020 of Ministry of Corporate
Affairs dated May 05, 2020, shareholders holding shares in
demat form are requested to update their email addresses
with their Depository Participant(s) and for shareholders
holding shares in physical form, should get their email
registered with Beetal Financial and Computer Services
Private Limited, Company’s Registrar and Share Transfer
Agent.

ACKNOWLEDGEMENT

Your Directors wish to convey their deep appreciation to
all the employees, customers, vendors, investors, Bankers,
Financial Institutions for their sincere and dedicated
services as well as their collective contribution to the
Company’s performance.

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

For and on behalf of Board of Directors of JTL Industries

Limited

CIN :L27106CH1991PLC011536

Madan Mohan Singla Pranav Singla

Managing Director Whole Time Director

DIN: 00156668 DIN: 07898093

Place : Chandigarh
Date : August 27, 2025

---

Mar 31, 2024

The Board of Directors is delighted to present the 33rd Annual Report on the business and operations of JTL Industries Limited (Formerly known as JTL Infra Limited) (''JTL or ’Company’), along with the summary of the standalone and consolidated financial statements for the financial year ended March 31,2024.

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 Reguirements) 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 31,2024 is given below.

OVERVIEW OF FINANCIAL PERFORMANCE:

Key highlights of consolidated and standalone financial performance for the year ended March 31, 2024, are summarized as under:

(Rs. in lacs)

Description	Standalone		Consolidated
	2023-24	2022-23	2023-24	2022-23
Revenue from Operations	2,04,022.89	1,54,840.26	2,04,022.89	1,54,991.88
Other Income	806.57	493.75	866.90	493.75
Total Revenue	2,04,829.46	1,55,334.01	2,04,889.79	1,55,485.63
Total Expenses	1,89,868.37	1,42,964.69	1,89,868.98	1,43,115.81
EBITDA	16,026.20	13,429.73	16,085.94	13,430.25
Finance Cost	(509.36)	(634.91)	(509.38)	(634.93)
Depreciation and Amortisation	(555.75)	(425.50)	(555.75)	(425.50)
Exceptional Items	0	(108.21)	0	(108.21)
Profit Before Tax	14,961.09	12,261.11	15,020.81	12,261.61
Profit After Tax	11,256.45	9,012.40	11,301.14	9,012.78
Other Comprehensive Income	(608.65)	300.30	(608.65)	300.30
Total Comprehensive Income for the year	10,647.80	9,312.70	10,692.50	9,313.08
Earnings Per Eguity Share of Rs. 2/- each
Basic	6.60	5.34	6.63	5.34
Diluted	6.49	4.64	6.52	4.64

OPERATIONAL PERFORMANCE HIGHLIGHTS

During the FY 2023-24, your Company recorded highest-ever revenues as well as the highest-ever sales volume of 3,41,847 MTPA. The Standalone income of your Company increased to Rs. 2,04,022.89 Lacs as compared to Rs. 1,54,840.26 Lacs in the previous year registering growth of 31.76%. The Standalone profit after tax for the FY 2023-24 increased to Rs. 10,647.80 Lacs as compared to Rs. 9,312.70 Lacs in the previous financial year registering an increase of around 14.34%. EBITDA for the FY 2023-24 increased to Rs. 16,026.20 Lacs as compared to Rs. 13,429.73 Lacs in the

previous financial year showing a growth of around 19.33%. Furthermore, your Company witnessed a significant increase in the sales of Value-Added Products (VAP), with volumes rising from 74,243 MTPA in FY 2022-23 to 99,818 MTPA in FY 2023-24, marking a significant growth of 34.5%.

During the FY 2023-24, the Company witnessed a robust growth across all our financial parameters including Sales Volume, Revenue, EBITDA and PAT. The Company delivered increased revenues and profitability on back of operational efficiencies, better product mix and control measures.

terms of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (SEBI Regulations) as amended, Section 42, Section 62, and other relevant provisions of the Companies Act, 2013. The proceeds from the QIP have been earmarked for Part financing the cost towards capacity expansion of our existing manufacturing facility by setting up a new unit at Raigad, Maharashtra, working capital requirements of the Company and other general corporate purposes. The QIP proceeds have bolstered the capital structure of the Company, significantly enhanced the Company''s financial flexibility, and accelerated the Company’s ambitious growth plans.

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

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

During the FY 2023-24, 41,63,323 warrants were converted into Equity Shares on receipt of balance 75% of the Issue Price as per the following details: -

Sr. No.	Allotment Date	No. of Allottees	No. of Equity Shares
1.	May 01,2023	1	1,00,000
2.	July 14, 2023	1	15,000
3.	August 16, 2023	9	3,95,000
4.	September 19, 2023*	4	2,25,000
5.	October 24, 2023*	3	76,700
6.	November 11,2023*	2	1,62,768
7.	December 20, 2023*	7	2,40,300
8.	February 28, 2024*	9	29,48,555
	Total		41,63,323

EXPANSIONS AND PRODUCT EXTENSION

To increase its production capacity, Company acquired a 67% controlling interest in Nabha Steels and Metals, in Mandi Gobindgarh, Punjab. With a capacity of 200,000 MTPA, this acquisition bolsters Company''s backward integration capabilities. This strategic move will enable the Company to venture into new product segments and broadening its market reach. Additionally, Company will enhance coil production at the Raipur plant from 150,000 to 250,000 MTPA and increase long product output by 100,000 MTPA across Chhattisgarh and Punjab.

Furthermore, Company intends to increase production capacity in Maharashtra and Chhattisgarh through expansion initiatives. The initial phase aims to raise the overall capacity from 5,86,000 to 10,00,000 MTPA

by introducing Direct Forming Technology (DFT) lines alongside traditional forming technology. This expansion will focus on manufacturing of galvanised steel tubes and pipes.

These strategic initiatives will improve plant capacity utilisation, streamline manufacturing processes and broaden the range of Value-Added Products (VAPs). Following this, a significant expansion is planned for the Maharashtra plant to increase Company''s manufacturing capacity to 20,00,000 MTPA. This expansion will enable the Company to effectively meet market demand and diversify its product portfolio.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary (WOS) i.e. JTL Tubes Limited for the FY 2023-24 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations, as well as in accordance with the Indian Accounting Standards notified under the Companies.

QUALIFIED INSTITUTIONAL PLACEMENT

As on the date of this report, on 23^rd July, 2024, the Company had allotted and issued 1,42,18,009 equity shares of Rs. 2 each at an issue price of Rs. 211/- (including securities premium of Rs. 209) per equity share aggregating to Rs. 300 crores. The aforesaid issuance of equity shares was made through a Qualified Institutions Placement (QIP) in

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

expenses thus for the 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 Extra Ordinary General Meeting dated January 20, 2023 and there had been no deviation or variation in the use of the proceeds/ funds so raised. As on March 31,2024 total 86,45,027 warrants were outstanding for conversion.

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

The Company also came with a fresh Preferential Allotment on February 02, 2024 and 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. CARE Ratings Limited was appointed as Monitoring Agency to monitor the utilisation of the funds raised through preferential issue, in accordance with the provisions of Regulation 162A of the SEBI ICDR Regulations, 2018. The funds raised from the allotment of warrants were fully utilised for the purpose for which these were raised and in accordance with the objectives of the said preferential issue stated in the explanatory statement to the notice of Postal Ballot and there had been no deviation or variation in the use of the proceeds/ funds so raised.

CHANGES IN CAPITAL STRUCTURE, IF ANY AUTHORISED SHARE CAPITAL

During the FY 2023-24, the Company has allotted 41,63,323 Equity shares of face value of Rs. 2/- each on account of conversion of warrants allotted on preferential basis, into Equity shares of the Company. Further, the members of the Company in its Annual General Meeting held on August 30, 2023 approved a Bonus Issue in the ratio of 1:1 and Relevant Date for the same was decided as September 07, 2023. Accordingly, on September 11, 2023 Bonus Shares were allotted to all the shareholders on the Relevant Date and as a result, the paid up share capital of the Company increased

from Rs. 169704184 divided into 84852092 equity shares of Face Value of Rs. 2/- each to Rs. 339408368 divided into 16,97,04,184 equity shares of Face Value of Rs. 2/-each. For all the outstanding warrants as on Relevant Date specified sum of reserves were set aside to issue Bonus Shares upon the conversion of such outstanding Warrants. Accordingly, for all the conversion made after September 07, 2023 Bonus Shares were also issued upon them in the ratio of 1:1. After adding up all the conversion of warrants and Bonus issue in the ratio of 1:1 at the end of FY 202324 the Paid up Capital of the Company increased from Rs. 16,86,84,184 divided into 8,43,42,092 Equity shares of face value of Rs. 2/- each as at the end of previous FY to Rs. 35,40,21,660 divided into 17,70,10,830 Equity shares of face value of Rs. 2/- each.

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

ISSUED, PAID UP & SUBSCRIBED SHARE CAPITAL

During the FY 2023-24, the Company has allotted 41,63,323 Equity shares of face value of Rs. 2/- each on account of conversion of warrants allotted on preferential basis, into Equity shares of the Company. Further, the members of the Company in its Annual General Meeting held on August 30, 2023 approved a Bonus Issue in the ratio of 1:1 and Relevant Date for the same was decided as September 07, 2023. Accordingly, on September 1 1, 2023 Bonus Shares were allotted to all the shareholders on the Relevant Date and as a result, the paid up share capital of the Company increased from Rs. 16,97,04,184 divided into 8,48,52,092 equity shares of Face Value of Rs. 2/- each to Rs. 33,94,08,368 divided into 16,97,04,184 equity shares of Face Value of Rs. 2/- each. For all the outstanding warrants as on Relevant Date specified sum of reserves were set aside to issue Bonus Shares upon the conversion of such outstanding Warrants. Accordingly, for all the conversion made after September 07, 2023 Bonus Shares were also issued upon them in the ratio of 1:1. After adding up all the conversion of warrants and Bonus issue in the ratio of 1:1 at the end of FY 2023-24 the Paid up Capital of the Company increased from Rs. 16,86,84,184 divided into 8,43,42,092

Equity shares of face value of Rs. 2/- each as at the end of previous FY to Rs. 35,40,21,660 divided into 17,70,10,830 Equity shares of face value of Rs. 2/- each. The shares so allotted on conversion of warrants and on allotment on merger have been duly listed at stock exchanges.

CAPITAL STRUCTURE OF WHOLLY OWNED SUBSIDIARY (WOS)

The Authorised Capital of JTL Tubes Limited, Wholly Owned Subsidiary (WOS) of the Company is Rs. 15,00,000/- whereas the paid up capital is Rs. 5,00,000/- divided into to 50,000 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 2023-24 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 Subsidiary 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 2023-24.

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) t hat 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) t hat 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, 2024 have prepared on a going concern basis;

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

DIVIDEND

During the Year under review, the turnover and profitability of the Company has grown sufficiently. Based on the Company’s financial position, the Board of Directors, at its meeting held on 10th day of May, 2024 had recommended a final dividend @12.5% i.e. Rs. 0.25 per equity share of face value of Rs. 2/- each for the Financial Year 2023-24.

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

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI ( Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1000 listed entities based on market capitalisation (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports.

The Company is covered among top 1000 listed entities and accordingly the Board has approved and adopted Dividend Distribution Policy. The Policy can be accessed on the Company''s website at https://www.jtl.one/wp-content/ uploads/2023/04/Dividend-Distribution-Policy.pdf

RECORD DATE

The record date fixed for determining the entitlement of Members for payment of dividend is August 30, 2024.

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.

During the year under review and as on the date of the report, the composition of the Board consists of 10 Directors comprising of 4 Independent Directors, 1 NonExecutive Director and 5 Executive Directors, 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 I ndependent 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 Reguirements) 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 Reguirements) Regulations, 2015, the Independent Directors separately met on March 29, 2024 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, 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 reguired 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, Mr. Bhupinder Nayyar ceased to be independent Director w.e.f. May 16, 2023 on account of expiry of his term. The Board of Directors on the recommendations of the Nomination and Remuneration Committee appointed Mr. Rakesh Mohan Garg as independent Director (Additional) on the Board of the Company w.e.f May 13, 2023 for a period of 5 years and his appointment was also approved by shareholders of the Company through Postal Ballot concluded on August 05, 2023. Further, the Board of Directors on the recommendations of the Nomination and Remuneration Committee appointed Mr. Ashok Goyal as independent Director (Additional) on the Board of the Company w.e.f. July 29, 2023 for a period of 5 years and his appointment was further

approved by shareholders of the Company in Annual General Meeting dated August 30, 2023. Thereafter, on November 20, 2023 the Board of Directors of the Company on the recommendations of the Nomination and Remuneration Committee appointed Mr. Sanjeev Gupta as Executive Director (Additional) of the Company and further his appointment was approved by shareholders of the Company through Postal Ballot concluded on January 18, 2024.

During the FY 2023-24, Mr. Gurinder Singh Makkar resigned from the post of Company Secretary & Compliance officer w.e.f. October 25, 2023 and in his place Mr. Amrender Kumar Yadav was appointed as Company Secretary cum Compliance Officer w.e.f. November 20, 2023.

Further Mr. Sanjeev Vaid ceased to be Chief Financial Officer of the Company w.e.f. April 17 2023 and in his place Mr. Dhruv Singla was appointed/re-designated as Whole Time Director cum CFO of the Company. On January 12, 2024 Mr. Dhruv Singla resigned from the position of CFO and in his place, Mr. Atul Garg was appointed as CFO of the Company. However, Mr. Dhruv Singla shall continue to serve as Whole Time Director of the Company.

(ii) Retirement by rotation.

I n accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Sh. Mithan Lai Singla and Sh. Pranav Singla, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

(iii) Resignations/ Removal of Directors

During the FY 2023-24, 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 Reguirement) Regulations, 2015, the Independent Directors of the Company have given declaration to the Company that they qualify the criteria of independence as required under the Act and the regulations.

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

(v) Board Meetings

The Board meets at regular intervals to discuss and decide on Company’s business operations, policies and strategy apart from other Board businesses. During the year,11(Eleven) Board Meetings and 10 (Ten) 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 Reguirements) 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 29, 2024 which also reviewed the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. The details of the Programme for familiarisation of the Independent Directors of your Company are available on the Company’s website at web link: https://www.jtl.one/wp-content/ uploads/2023/04/Familiarisation-Programme.pdf

(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, Managing 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. Atul Garg, Chief Financial Officer of the Company.

Brief profiles of all the Directors are given in the Annual Report.

PECUNIARY RELATIONSHIP OR TRANSACTIONS WITH THE COMPANY

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

FAMILIARISATION PROGRAMME FOR DIRECTORS

Your company follows a structured familiarisation programme through various reports and internal policies for all the Directors with a view to update them on the Company’s policies on a regular basis. Letter of Appointment(s) are issued to Independent Directors setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Each newly appointed Director is taken through a formal induction Programme including the presentation from the Managing Director on the Company’s manufacturing, marketing, finance and other important aspects. All our Directors are aware and also updated, whenever required, of their role, responsibilities, liabilities and obligations under the provisions of the Companies Act, 2013 and Rules made there under an Agreement/ Regulation 25 of the Listing Regulations, 2015. The details of the Familiarisation Programmes for Independent Directors are made available on Company’s website at the web link: https:// www.jtl.one/wp-content/uploads/2023/04/Familiarisation-Programme.pdf

The evaluation process for the financial year 2023-24 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 31,2024 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 (w.e.f. November 20, 2023, in place of Mr. Gurinder Singh Makkar, Company Secretary)

7. Mr. Atul Garg, Chief Financial Officer (w.e.f. January 12, 2024, in place of Mr. Dhruv Singla)

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 (''Act’), Mr. Mithan Lai Singla and Mr. Pranav Singla, Directors will be 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 Ms. Preet Kamal Kaur Bhatia (Chairperson) , Mr. Rakesh Mohan Garg, Mr. Sukhdev Raj Sharma, Mr. Ashok Goyal, 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 11 (Eleven) 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 Obligation and Disclosure Reguirements) 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 reguired under the Act and the Listing Agreement.

The Independent Directors at their separate meeting also assessed the quality, quantity and timelines of flow of information between your Company Management and the Board of Directors of your Company.

COMMITTEES OF THE BOARD

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

• Audit Committee

• Nomination & Remuneration Committee (NRC)

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Sub Committee of Directors

• Risk Management Committee

• Securities Issue and Allotment Committee

• Fund Raising Committee

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

PREVENTION OF INSIDER TRADING

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

REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as reguired 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 31,2024 is uploaded on the website of the Company and can be accessed at www.jtl.one under the Investors section.

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

The information relating to conservation of energy, technology absorption and foreign exchange earnings & outgo, as reguired 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-l forming part of this Report.

CREDIT RATING

During the year under consideration, the credit rating obtained from CARE Ratings Limited for short term and

long term exposures was surrendered by the Company. The Rating issued by CARE for the Bank Facilities was as under:

Long Term facilities Care A- ; Stable

Short Term facilities CARE A2

Now, Company is in process of obtaining ratings from other Credit Ratings agencies.

SECRETARIAL AUDIT

The Board of Directors of the Company has appointed M/s S.V. Associates, Company Secretaries (Certificate of Practice No. 14791), as the Secretarial Auditors to conduct an audit of Secretarial Records for the financial year 2023-24.

The Secretarial Audit Report for the financial year ended March 31,2024 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 8, 2019, a Report on annual secretarial compliances by S.V Associates, Practicing Company Secretaries for the year ended March 31,2024 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, Risk Management Committee was in place, comprising Mr. Mithan Lai Singla (Chairman), Mr. Rakesh Garg, Mr. Sukhdev Raj Sharma and Ms. Preet Kamal Kaur Bhatia. The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the Risk Management process. During 2023-24, two Meetings were held on July 03, 2023 and December 26, 2023 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:-

Sr. No.	Resolution	Postal Ballot Conclusion Date
1.	Appointment of Mr. Rakesh Mohan Garg (DIN: 08970794) as an Independent Director of the Company	August 05, 2023
2.	Preferential allotment of upto 3,00,00,000 fully convertible warrants to the persons belonging to promoter, promoter group and non-promoter, public category
3.	To raise capital by way of Qualified Institutions Placement to eligible investors through an issuance of equity shares and/or other eligible securities including "green shoe" option	January 18, 2024
4.	Appointment and regularisation of Mr. Sanjeev Gupta (DIN: 10396875 ) as an Executive Director acting in the capacity of Director(Operations) of the company
5.	Increase in authorised share capital of the Company and consequent amendment in capital clause of the Memorandum of Association of the Company

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 2023-24, 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 31,2024.

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 2023-24.

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

The Company has a Wholly owned Subsidiary Company viz. M/s JTL Tubes Limited, which has not yet commenced its operations fully.

A separate statement containing the salient features of Financial Statements of the Subsidiary of the Company in the prescribed form AOC-1 given at Annexure-4 forms a part of this report and consolidated Financial Statements in accordance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014. The said form also highlights the Financial Performance of the subsidiary 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 Company shall be kept open for inspection by the members at the Registered office of the Company during Business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (''AGM’) and shall also be available on the website of the Company. Any member desirous of obtaining a copy of the said financial statements may write at registered office of the company. The Audited Financial Statements including Consolidated Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the company www.jtl.one. The said subsidiary is not a material subsidiary. However, the company has formulated a policy for determining material subsidiary. The said policy is also available on the website of the Company and the web link of the same is https://www.jtl. one/wpcontent/uploads/2023/04/Policy-for-determining-Material-Subsidiaries.pdf

Apart from above subsidiary company, there are no Associate Companies/Joint ventures of the Company as on March 31,2024.

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 31,2024, the Board is of the opinion that the Company has sound Internal Financial Controls commensurate with the size, scale and complexity of its business operations. During the year, such controls were tested and no material weakness in their operating effectiveness was observed. The Company has a process

in place to continuously monitor the same and identify gaps, if any, and implement new and/ or improved controls whenever the effect of such gaps would have a material effect on the Company''s operations.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

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

STATUTORY AUDITORS

The members at the 32nd Annual General Meeting of the Company held on August 30, 2023 had appointed M/s N. Kumar Chhabra & Co, Chartered Accountants (Firm Registration No. 000837N) as the Statutory Auditors of the Company to hold office for a term of five years i.e. from the conclusion of the 32nd Annual General Meeting until conclusion of 37th Annual General Meeting to be held in 2028. The Auditor''s Reports for the financial year 2023-24 does not contain any Qualification, reservation or adverse remark. The Auditors'' Report is enclosed with the Financial Statements in this Annual Report. Further, pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors of the Company have not reported any instances of frauds committed in the Company by its officers or employees.

The details relating to fees paid to the Statutory Auditors are given in the Financial Statements and Corporate Governance Report in the Annual Report.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

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

AUDITORS'' REPORT

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

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

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has, in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s S.V. Associates Practicing Company Secretaries, as the Secretarial Auditors for financial year 2024-25. M/s Arvind Singla and Associates has been appointed as the Internal Auditors of the Company for the financial year 2024-25.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the reguirements of Regulation 25 (10) of the SEBI Listing Regulations, applicable to the Company being covered under top 1000 companies based on their market capitalisation as at March 31,2024, the Company has taken Directors and Officers Insurance Policy (D & 0) for all of its Directors with a quantum and coverage as approved by Board of Directors.

LISTING OF SECURITIES

The securities (Equity Shares) of the Company are listed at BSE Limited. (BSE), National Stock Exchange of India (NSE) and Metropolitan Stock Exchange of India Limited (MSEI). The Company has paid the listing fees to all the exchanges up to the financial year 2024-25. During the year, the Company got listed on NSE w.e.f. June 12, 2023 which were earlier under permitted to trade category on NSE.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per reguirement 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:

Sr. No	Name of the Committee Member	Designation	Category
1.	Preet Kamal Kaur Bhatia	Chairperson	Independent Director
2.	Mithan Lai Singla	Member	Non-Executive Director
3.	Rakesh Garg	Member	Executive Director

During the FY 2023-24, 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, environmental sustainability, eradicating hunger, poverty and malnutrition along with other activities 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 year . The Company is endeavoured to ensure full utilisation of the allocated CSR budget.

CORPORATE GOVERNANCE REPORT

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

INDUSTRIAL RELATIONS

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

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

The Company''s Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed there under. Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The following is a summary of sexual

harassment complaints received and disposed off during the FY 2023-24:

Sr. No.	Category	No. of complaints during financial year 2023-24	No. of complaints pending as at end of year 2023-24
1	Child labour / forced labour / involuntary labour	The Company does not hire Child Labour, Forced Labour or involuntary Labour (No Case Reported)	Not Applicable
2	Sexual Harassment	No reported case	Not Applicable
3	Discriminatory Employment	No reported case	Not Applicable

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

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

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

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

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)

Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. 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 2023-24, in accordance with Regulation 34(2)(f) of the Listing Regulations forms part of this Annual Report of the Company.

INSOLVENCY & BANKRUPTCY CODE, 2016

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

DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there were no amounts or shares requiring transfer to Investor Education and Protection Fund during the FY 2023-24.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

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 2022-23. The Cost Audit Report for the same was filed within the prescribed time limits. For the FY 2023-24 also, the Cost Audit Report shall be filed 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 2024-25 on a remuneration as mentioned in the Notice of 33rd 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 33rd 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, 2024, there were 99.87% Equity Shares in dematerialised form (including shares for Corporate Action was pending along with shares put in Abeyance)

with National Securities Depository Limited and Central Depository Services (India) Limited and rest 0.13% were in physical form.

INSURANCE:

The properties/assets of your Company are adequately insured.

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

There were no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons, which could have potential conflict with the interest of the Company at large. All contracts arrangements transactions entered into by the Company during the financial year under review with related parties were at an arm’s length basis and in the ordinary course of business.

During the year, the Company has not entered into any contract/ arrangement/transaction with related parties which could be considered material in accordance with the policy of Company on materiality of related party transactions (transactions where the value exceeds Rs. 1000 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 link https://www.jtl.one/wpcontent/ uploads/2023/04/related-party-transactions-policy.pdf

Members may refer Notes to the financial statement, which sets out related party disclosures pursuant to Ind-AS and Schedule V of Listing Regulations.

INTERNAL CONTROL SYSTEM

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The Internal Audit function is handled by an external firm of Chartered Accountants. The Internal Control Systems are regularly being reviewed by the Company’s Internal Auditors with a view to evaluate the efficacy and adequacy of Internal Control Systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and to ensure that these are working properly and wherever required, are modified/ tighten to meet the changed business requirements.

All the Business Heads/Function Heads are certifying the compliance to all applicable rules, regulations and laws every quarter to the Board and are responsible to ensure that internal controls over all the key business processes are operative. The scope of the Internal Audit is defined and reviewed every year by the Audit Committee and inputs, wherever required, are taken from the Statutory Auditors. Based on the report of Internal Auditors, major audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

Our management assessed the effectiveness of the Company’s internal control over financial reporting (as defined in Clause 17of SEBI Regulations 2015) as of March 31, 2024. The Statutory Auditors of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act 2013).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

REMUNERATION POLICY OF THE COMPANY

The objective of the Remuneration Policy is to attract, motivate and retain qualified and expert individuals that

the Company needs in order to achieve its strategic and operational objectives, whilst acknowledging the societal context around remuneration and recognising the interests of Company''s stakeholders. The salient features of the nomination and remuneration policy of the Company is forming part of Corporate Governance Report.

The Remuneration Policy of the Company is available on Company website at https://www.jtl.one/key-policies/

INDIAN ACCOUNTING STANDARDS

The financial statements of your Company are prepared in accordance with the Indian Accounting Standards (find- 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 2023-24 with Banks or Financial Institution.

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 2023-24 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. 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 14, 2024

---

Mar 31, 2023

The Directors take pleasure in presenting the 32nd Annual Report on the business and operations of JTL Industries Limited (Formerly known as JTL Infra Limited) (''JTL or ’Company’), along with the summary of the standalone financial statements for the year ended March 31, 2023. A brief summary of the Company’s standalone and consolidated performance during the year ended March 31, 2023 is given below.

FINANCIAL RESULTS:

The key highlights of Audited Standalone Financial Performance for the financial year ended March 31,2023 of the Company are as follows:

(Rs. in Lacs)
Description	Standalone		Consolidated
	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Revenue from Operations	1,54,840.26	1,35,531.74	1,54,991.88	1,35,531.74
Other Income	493.75	379.02	493.75	379.02
Total Revenue	1,55,334.01	1,35,910.76	1,55,485.63	1,35,910.76
Total Expenses	1,42,964.69	1,27,676.74	1,43,115.81	1,27,676.74
EBITDA	13,429.73	9,320.93	13,430.25	9,320.93
Finance Cost	(634.91)	(771.85)	(634.93)	(771.85)
Depreciation and Amortization	(425.50)	(315.06)	(425.50)	(315.06)
Exceptional Items	(108.21)	0	(108.21)	0
Profit Before Tax	12,261.11	8,234.02	12,261.61	8,234.02
Profit After Tax	9,012.40	6,106.27	9,012.78	6,106.27
Other Comprehensive Income	300.30	44.31	300.30	44.31
Total Comprehensive Income for the year	9,312.70	6,150.58	9,313.08	6,150.58
Earnings Per Equity Share of Rs. 2/- each
Basic	10.69	8.45	10.69	8.45
Diluted	9.28	7.63	9.28	7.63

During the Financial Year ended March 31, 2023, Hon’ble NCLT Bench, Chandigarh, had sanctioned the scheme of Amalgamation of Chetan Industries Limited(Transferor Company) with JTL Industries Limited(Transferee Company). The said Scheme became effective w.e.f. March 31, 2023. The Appointed Date in respect of the said Merger is April 01,2021. The Financial Statements of the Company include the effect/impact of merger of Chetan Industries Limited with JTL Industries Limited in accordance with applicable IND-AS. The standalone & consolidated financial statements have been prepared in accordance with the Indian Accounting Standards (Ind AS).

OPERATIONAL PERFORMANCE HIGHLIGHTS

During FY 2022-23, your Company recorded highest-ever revenues and profits in its history of 32 years. The Standalone income of your Company increased to Rs. 1,55,334.01 Lacs as compared to Rs. 1,35,910.76 Lacs in the previous year registering growth of 14%. The Standalone profit after tax for the year 2022-23 increased to Rs. 9,012.40 Lacs as compared to Rs. 6,106.27 Lacs in the previous financial year registering an increase of around 47.60% . EBITDA for the year 2022-23 increased to Rs. 13,429.73 Lacs as compared to Rs. 9,320.93 Lacs in the previous financial year showing a growth of around 44.08%.

During the year 2022-23, the performance of the Company remained immune from the impact or post impact of the Covid-19.The Company has seen a robust growth across all our financial parameters including Revenue, EBITDA and PAT. The Company delivered increased revenues and profitability on back of operational efficiencies, better product mix and control measures.

EXPANSIONS AND PRODUCT EXTENSION

The Government’s economic stimulus on the infra sector and estimates given by economists that India reigns as the world’s fastest economy over the next few years.

To cater anticipated demands from the industries, the Company had ramped up capacity by 1 Lac MTPA at Mangaon Plant (Maharashtra) in the previous financial year. The present capacity of the said plant is 2,00,000 MTPA. Presence near port helps in boosting export sales.

Presently, the total capacity of Mandi Gobindgarh Plant is 2,00,000 MTPA. Out of which, 1,00,000 MTPA is the expanded capacity of which 86,000 MTPA was commenced in F.Y.2022-23 and another 14,000 MT is expected to be commercialised by the end of first quarter of F.Y. 202324. Gholu Mazra (Dera Bassi)(Near Chandigarh) unit has a capacity of 1,00,000 MTPA. Pursuant to the completion of Merger of Chetan Industries Limited, with the Company, the Company now owns the unit of said Company at Raipur (Chhattisgarh), which has a Capacity of 1,00,000 MTPA. Thus, the merger has provided JTL with a Manufacturing capacity of 1,00,000 MTPA, out of which 50% is dedicated towards producing value-added products. The strategic location of the new plant has offered an advantage of backward integration to JTL ensuing cost synergies, and greater proximity to raw materials facilitating JTL to procure raw materials at competitive prices.

With the expansion at Mangaon Plant, the Company can now produce pipes and hollow section of higher thickness. This has given company an edge to enter into new market segments. The Company can now penetrate for the supply of its products to infra companies those are into PEB, Green Houses, and other similar products applications. As of date the Company has four plants/units with Dera Bassi Plant having a total capacity of 1,00,000 MTPA, Mangaon 2,00,000 MTPA, Mandi Gobindgarh, 1,86,000 MTPA (further 14,000 MTPA capacity will be commenced by the end of FY 202324) and Raipur 1,00,000 MTPA all totalling 5,86,000 MTPA.

All plants of the Company are capable of producing value-added products. JTL will add a total of 4 Lacs MTPA capacity in next two years out of which 50% of the capacity will be equipped with DFT which will facilitate the Company produce various sizes of hollow section without roll change, increasing efficiency and capacity utilisation and also add additional SKU’s.

The Company is planning to expand its manufacturing capacity to 1 Million by the end of FY 2024-25 and is confident to reach the target within the planned time frame.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its Wholly Owned Subsidiary (WOS) for the year 2022-23 are prepared in compliance with the applicable provisions of the Act and as stipulated under Regulation 33 of the Listing Regulations, as well as in accordance with the Indian Accounting Standards notified under the Companies Act ,2013

CHANGE OF NAME OF THE COMPANY

The Shareholders of the Company had in 31st AGM of the Company held on September 30, 2022, approved the change of name of the Company from JTL Infra Limited to JTL Industries Limited. The Company had applied for change of name and accordingly during the Financial Year 2022-23, the name of the Company was changed from JTL Infra Limited to JTL Industries Limited pursuant to fresh Certificate of Incorporation pursuant to change of name granted by Registrar of Companies on October10, 2022 and pursuant to approval of the BSE Limited and Metropolitan Stock Exchange of India Limited to the same.

MERGER OF CHETAN INDUSTRIES LIMITED WITH JTL INDUSTRIES LIMITED

The Board of Directors of your Company, at its meeting held on August 18, 2021, has considered and approved the Scheme of Merger of Chetan Industries Limited with the Company under Sections 230 to 232 and other applicable provisions of the Act ("Merger Scheme"). The Scheme was filed with in principle approval with BSE Limited and Metropolitan Stock Exchange of India (MSEI) where the securities of the Companies are listed who had issued "no adverse observation letter" dated July 07, 2022 and July 08, 2022 respectively. Post stock exchanges approval, Company had filed application for approval of merger under Section 230 - 232 of the Companies Act, 2013 Read along with Rule 3 and 5 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 before the Hon’ble National Company Law Tribunal Bench at Chandigarh. Post approvals to the Scheme of amalgamation by Shareholders, creditors and other requisite authorities and post completion of all

legal and regulatory procedures and formalities, the Hon’ble NCLT had vide its order dated March 30, 2023 , sanctioned the Scheme of Amalgamation of Chetan Industries Limited with the Company. The said Scheme became effective from March 31, 2023 post completion of requisite procedures. The Appointed Date for said Scheme was April 01,2021. The Financial statements of the Company include the effect/ impact of merger of Chetan Industries Limited with JTL Industries Limited in accordance with applicable IND-AS.

The Company had, in accordance with the sanctioned Scheme, allotted 1,88,04,942 Equity shares of face value of RS. 2/- to the Shareholders of Transferor Company viz. Chetan Industries Limited as a consideration of merger in the approved share exchange ratio and the said shares were duly got listed at BSE and MSEI.

The merger is expected to result in, operational and administrative efficiencies, optimum utilisation of infrastructure facilities and available resources, reduction in costs by focused operational efforts, rationalisation, standardisation, simplification of business processes and elimination of duplication.

DISCLOSURE UNDER REGULATION 32 (7A) OF SEBI (LODR) REGULATIONS 2018

Out of warrants allotted by the Board of the Directors of the Company on March 17, 2021, the Board, during the financial year 2022-23, allotted 13,50,000 equity shares of Rs. 2/-at a price of Rs. 36/- per share (subdivided) each upon conversion of warrants and sub-division of shares on May 05, 2022 to two person belonging to Non-Promoter, Public Category. Further, the Board of Directors in its Meeting held on September 13, 2022, had allotted 50,00,000 fully paid up equity shares of Rs. 2/- each at a price of Rs. 36/- (i.e. at a premium of Rs. 34/-per equity share (sub-divided from Rs. 10/- to Rs. 2/- ) against the conversion of fully convertible warrants, which were earlier issued on preferential basis to non promoters, public category. Thus , the total allotment was to 4 persons, upon conversion of warrants into equity shares, for a total of 63,50,000 shares of face value of Rs. 2/- each (Sub-divided) at a price of Rs. 36/- each. The funds raised from the conversion of warrants into equity shares were fully utilised for working capital, expansion of business and for general corporate and 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.

During the financial year 2022-23, the Company came up with another preferential issue of 1,28,08,350 fully convertible warrants allotted at a price of Rs. 300/- per warrant aggregating to Rs. 384.25 Crores. The Company had received Rs.96.06 Cr. being 25% of the consolidation payable on allotment of said warrants during the year 2022-23. 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 The funds so raised on allotment of convertible warrants were fully utilised for Modernisation, acquisitions and Expansion of Manufacturing Units, Working Capital Requirements , General Corporate Purposes and meeting issue related expenses thus for the 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 Extra Ordinary General Meeting dated January 20, 2023 and there had been no deviation or variation in the use of the proceeds/ funds so raised.

CHANGES IN CAPITAL STRUCTURE

During the financial year 2022-23, the Company has allotted 63,50,000 Equity shares of face value of Rs. 2/- each on account of conversion of warrants allotted on preferential basis , into Equity shares of the Company. Further, on March 31,2023, the Company had allotted 1,88,04,942 Equity shares of face value of RS. 2/- to the Shareholders of Transferor Company viz. Chetan Industries Limited as a consideration of Merger in accordance with the Scheme of Amalgamation duly sanctioned by Hon’ble NCLT, Chandigarh. As a result, the paid up share capital of the Company rose from Rs. 11,83,74,300/- divided into 5,91,87,150 equity shares of Face value of Rs. 2/- each at the end of previous financial year to Rs. 16,86,84,184 divided into 8,43,42,092 Equity shares of face value of Rs. 2/- each as at the end of FY 2022-23.

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

ISSUED, PAID UP SUBSCRIBED &SHARE CAPITAL

During the financial year 2022-23, the Company has allotted 63,50,000 Equity shares of face value of Rs. 2/- each on account of conversion of warrants allotted on preferential basis , into Equity shares of the Company. Further, on March 31, 2023, the Company had allotted 1,88,04,942 Equity shares of face value of RS. 2/- to the Shareholders of Transferor Company viz. Chetan Industries Limited as a consideration of Merger in accordance with the Scheme of Amalgamation duly sanctioned by Hon’ble NCLT, Chandigarh. As a result, the paid up share capital of the Company rose from Rs. 11,83,74,300/- divided into 5,91,87,150 equity shares of Face value of Rs. 2/- each at the end of previous financial year to Rs. 16,86,84,184/ divided into 8,43,42,092 Equity shares of face value of Rs. 2/- each as at the end of FY 2022-23. The shares so allotted on conversion of warrants and on allotment on merger have been duly listed at stock exchanges.

CAPITAL STRUCTURE OF WHOLLY OWNED SUBSIDIARY (WOS)

The Authorised Capital & Paid Up Capital of the JTL Tubes Limited, Wholly Owned Subsidiary Company (WOS) is Rs. 5,00,000/- divided into to 50,000 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 2022-23 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 Subsidiary as approved by the respective Board of Directors. The Consolidated Financial Statements together with Auditors Report from 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 2022-23.

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) t hat 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, 2023 have prepared on a going concern basis;

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

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (''Listing Regulations’) Management Discussion and Analysis report ("MD&A Report") providing a detailed overview of your Company’s performance, industry trends, business and risks

involved is provided separately. Management Discussion and Analysis Report as given in the Annual Report forms part of this Report.

DIVIDEND

During the Year under review, the turnover and profitability of the Company has grown sufficiently. Based on the Company’s financial position, the Board of Directors, at its meeting held on 26th day of April, 2023 had recommended a final dividend @10% i.e. Rs. 0.20 per equity share of face value of Rs. 2/- each for the Financial Year 2022-23.

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

BONUS ISSUE

The Board of Directors of the Company, in its Meeting held on 29th July, 2023, has recommended issue of Bonus Shares by capitalizing a portion of reserves/share premium or such other account for distribution among the holders of fully paid equity shares , subject to the approval of shareholders, as detailed in Notice and Explanatory Statement to 32nd AGM, to the Members on Record Date fixed in this behalf.

DIVIDEND DISTRIBUTION POLICY

Pursuant to the provision of Regulation 43A of the SEBI ( Listing Obligations and Disclosure Requirement) Regulations, 2015, the top 1,000 listed entities based on market capitalisation (calculated as on March 31 of every financial year) shall formulate a dividend distribution policy which shall be disclosed on the website of the listed entity and a web-link shall also be provided in their annual reports.

The Company is covered among top 1,000 listed entities and accordingly the Board has approved and adopted Dividend Distribution Policy. The Policy can be accessed on the Company’s website at https://www.jtl.one/wp-content/ uploads/2023/04/Dividend-Distribution-Policy.pdf

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 fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of Meetings. The Directors were evaluated on aspects such as attendance, contribution at Board/ Committee Meetings and guidance/support to the Management outside Board/ Committee Meetings.

The criteria for evaluation of Board include whether Board meetings were held in time, all items which were required as per law or SEBI (LODR) Regulations, 2015 to be placed before the Board, have been placed, the same have been discussed and appropriate decisions were taken, adherence to legally prescribed composition and procedures, timely induction of additional/ women Directors and replacement of Board members/Committee members, whenever required, whether the Board regularly reviews the investors grievance redressal mechanism and related issues, Board facilitates the independent directors to perform their role effectively etc. The criteria for evaluation of committee include taking up roles and functions as per its terms of reference, independence of the committee, policies which are required to frame and properly monitored its implementation, whether the committee has sought necessary clarifications, information and explanations from management, internal and external auditors etc. Based on such criteria, the evaluation was done in a structured manner through peer consultation & discussion.

The performance assessment of Non-Independent Directors, Board as a whole and the Chairman were evaluated in a separate meeting of Independent Directors. The same was also discussed in the meetings of NRC and the Board. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

In compliance with the provisions of the Companies Act, 2013 (the Act) and applicable clauses of SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board, during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders, etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

INDEPENDENT DIRECTORS'' MEETING

In compliance with Section 149(8) of the Act read along with Schedule IV of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors separately met on October 10, 2022 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.

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, there was no new appointment to Board of Directors. However, after the close of financial year, the Board has appointed Mr. Rakesh Mohan Garg(DIN 08970794) w.e.f. May 13, 2023. as Independent Director (Additional) subject to approval of the shareholders by Special Resolution. The Postal Ballot process is already going on for seeking approval of the Shareholders to his appointment as Independent Director of the Company for a period of five years.Further, after the close of financial year, Mr. Bhupinder Nayyar ceased to be Independent Director w.e.f. May 16, 2023 on account of expiry of his term. Further, the Board of Directors on recommendation of N&R Committee has appointed, Mr. Ashok Goyal, as Independent Director(Additional), w.e.f. July 29, 2023 subject to the approval of the same at the ensuing AGM.

During the FY 2022-23, Mr. Mohinder Singh, Company Secretary had resigned from the post of CS and in his place, Mr. Gurinder Makkar was appointed as Company Secretary cum Compliance Officer w.e.f. February 02, 2023.

Further Mr. Dhruv Singla had ceased to be CFO of the Company w.e.f. close of business hours of

April 20, 2022 and in his place Mr. Sajeev Vaid was appointed as CFO of the Company. However, after the close of financial year, the resignation of Mr. Sanjeev Vaid was approve w.e.f. April 17, 2023 and in his place, Mr. Dhruv Singla has been appointed/re-designated to Whole Time Director cum CFO 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 and Mr. Dhruv Singla, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

(iii) Resignations/ Removal of Directors

During the FY 2022-23, None of the Directors resigned from the Board of Directors.

(iv) Declarations by Independent Directors

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

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

(v) Board Meetings

The Board meets at regular intervals to discuss and decide on Company’s business operations, policies and strategy apart from other Board businesses. During the year, 9(Nine) Board Meetings and 7 (Seven) 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 year on October 10, 2022 which also reviewed the performance of the Non-executive directors, Chairman of the Company and performance of the Board as a whole. The details of the programme for familiarisation of the Independent Directors of your Company are available on the Company’s website at web link: https://www.jtl.one/wp-content/uploads/2023/04/ Familiarisation-Programme.pdf

(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. The Remuneration Policy of the Company is available at the website of the Company at https://www.jtl.one/ key-policies/

(viii) Key Managerial Personnel

The Company has presently five Key Managerial Personnel viz. Mr. Madan Mohan, Mg. Director, Mr. Rakesh Garg, Executive Director, Mr. Dhruv Singla, Whole Time Director cum CFO, Mr. Pranav Singla,, Whole Time Director and Mr. Gurinder Makkar, Company Secretary of the Company.

Brief profiles of all the Directors are given in the Annual Report.

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/2023/04/Familiarisation-Programme.pdf The evaluation process for the financial year 2022-23 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 31,2023 were as under:

1. Mr. Madan Mohan, Managing Director;

2. Mr. Rakesh Garg, Executive Director;

3. Mr. Dhruv Singla, Executive Director;

4. Mr. Pranav Singla, Executive Director

5. Mr. Gurinder Makkar (Company Secretary) (W.e.f. February 02, 2023, in place of Mr. Mohinder Singh, Company Secretary)

Further, after the close of financial year 2022-23, Mr. Sanjeev Vaid has resigned and Mr. Dhruv Singla has been re-designated to Whole Time Director cum CFO w.e.f. April 17, 2023

DIRECTOR RETIRING BY ROTATION

In accordance with the provisions of the Companies Act, 2013 (''Act’), Mr. Dhruv Singla and Mr. Rakesh Garg, Directors will be retire by rotation in the ensuing Annual General Meeting and being eligible, offers they have offered 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 Ms. Preet Kamal Kaur Bhatia (Chairperson) , Mr. Rakesh Mohan Garg, Mr. Sukhdev Raj Sharma, and Mr. Ashok Goyal 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 9 (Nine) 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 Obligation 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

• Preferential Issue Committee

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

PREVENTION OF INSIDER TRADING

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

REPORTING OF FRAUDS

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

ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return of the Company for the Financial Year March 31,2023 is uploaded on the website of the Company and can be accessed at www.jtl.one under the weblink i.e. https://www.jtl.one/wp-content/uploads/2023/07/Form-MGT-7-Annual-Return-Draft-2023-JTL-FF.pdf

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, CARE has carried out a credit rating assessment of the Company for both short term and long term exposures, with Stable outlook.

The Rating of the Company for the Bank Facilities as under: Rating

Long Term facilities Care A- ; Stable Short T erm facilities CARE A2

SECRETARIAL AUDIT

The Board of Directors of the Company has appointed M/s S.V. Associates, Company Secretaries (Certificate of Practice No. 14791), as the Secretarial Auditors to conduct an audit of Secretarial Records for the financial year 2022-23.

The Secretarial Audit Report for the financial year ended March 31,2023 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 31,2023 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 share holders 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, Risk Management Committee was in place, comprising Mr. Mithan Lal Singla (Chairman), Mr. Rakesh Garg, Mr. Sukhdev Raj Sharma and Ms. Preet Kamal Kaur Bhatia. The Company has formulated a Risk Management Policy to establish an effective and integrated framework for the Risk Management process. During FY 2022-23, three Meetings were held on July 22, 2022, October 10, 2022 and January 20, 2023, 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, No Resolution and matters passed 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 CFO and the Mg. 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

During the financial year 2022-23, 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 31,2023.

RESOLUTION AND MATTERS APPROVED THROUGH POSTAL BALLOT DURING FINANCIAL YEAR

During the year under review, No Resolution and matters passed through Postal Ballot.

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 2022-23.

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

The Company has a Wholly owned Subsidiary Company viz. M/s JTL Tubes Limited, which has not yet commenced its operations fully.

A separate statement containing the salient features of Financial Statements of the Subsidiary of the Company in the prescribed form AOC-1 given at Annexure-4 forms a part of this report and consolidated Financial Statements in accordance with Section 129 (3) and other applicable provisions, if any, of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014 . The said form also highlights the Financial Performance of the subsidiary 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 Company shall be kept open for inspection by the members at the Registered office of the Company during Business hours on all days except Saturdays, Sundays and public holidays up to the date of the Annual General Meeting (''AGM’) and shall also be available on the website of the Company. Any member desirous of obtaining a copy of the said financial statements may write at registered office of the Company. The Audited Financial Statements including Consolidated

Financial Statements and all other documents required to be attached to this report have been uploaded on the website of the Company www.jtl.one. The said subsidiary is not a material subsidiary. However, the Company has formulated a policy for determining material subsidiary. The said policy is also available on the website of the Company and the web link of the same is https://www.jtl.one/wp-content/uploads/2023/04/Policy-for-determining-Material-Subsidiaries.pdf

Apart from above subsidiary company, there are no Associate Companies/Joint ventures of the Company as on March 31,2023.

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, 2023, 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. During the Financial Year ended March 31, 2023, Hon’ble NCLT Bench, Chandigarh, had sanctioned the scheme of Amalgamation of Chetan Industries Limited(Transferor Company) with JTL Industries Limited(Transferee Company). The said Scheme became effective w.e.f. March 31,2023. The Appointed Date in respect of the said Merger is April 01,2021. The Financial statements of the Company include the effect/impact of merger of Chetan Industries Limited with JTL Industries Limited in accordance with applicable IND-AS.

STATUTORY AUDITORS

The members at the 27th Annual General Meeting of the Company held on September 29, 2018 had appointed M/s Suresh K Aggarwal & Co, Chartered Accountants (Firm Registration No. 021 129N) as the Statutory Auditors of the Company to hold office for a term of five years i.e. from the conclusion of the 27th Annual General Meeting until conclusion of 32nd Annual General Meeting to be held in 2023. The Auditor’s Reports for the financial year 2022-23 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. .

The tenure/term of M/s Suresh K Aggarwal & Co, Chartered Accountants (Firm Registration No. 021 129N is coming to end at the conclusion of ensuing AGM. The existing auditors cannot be re-appointed as the Auditors for a further period of 5 years as per the provisions of Companies Act, 2013.

Further, as the tenure of the Statutory Auditors is expiring at the conclusion of the ensuing AGM of the Company and as they cannot be re-appointed as per the provisions of Companies Act, 2013, the Board of Directors has, based on the recommendation of the Audit Committee and subject to approval of the shareholders, had appointed M/s N. Kumar Chhabra & Co. (Firm Registration No. 000837N), Chartered Accountants for a term of five (5) years to hold office from the conclusion of the 32nd AGM till the conclusion of the 37th AGM of the Company to be held in year 2028.

As required under section 139 of the Companies Act, 2013, M/s N. Kumar Chhabra & Co. (Firm Registration No. 000837N), Chartered Accountants, have informed the Company that their appointment, if made, shall be in compliance of Section 139 and 141 of the Companies Act, 2013 and Companies (Audit and Auditors) Rules, 2014 and also confirmed that the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

There is no material change in the fees considering the size of the Company . The Notice of the ensuing AGM also contain a resolution for consideration and approval of the Members for their appointment as such in place of the existing Statutory Auditors.

COST AUDITORS

The Board of Directors has on the recommendation of Audit Committee, approved the appointment of M/s Balwinder & Associates, Cost Accountants, (Firm Registration No. 000201), as the Cost Auditors of the Company for the year 2023-24 at a remuneration of Rs. 70,000/- plus taxes and out of pocket expenses. The proposed remuneration of the Cost Auditors would be approved by the members in the ensuing AGM. For the year 2022-23, the Cost Audit report shall be duly filed within prescribed time.

APPLICABILITY AND MAINTENANCE OF COST RECORDS

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

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.

APPOINTMENT OF SECRETARIAL AUDITOR AND INTERNAL AUDITOR

The Company has, in accordance with the applicable provisions of the Companies Act, 2013, appointed M/s S.V Associates Practicing Company Secretaries, as the Secretarial Auditors for year 2023-24. M/s Arvind Singla and Associates has been appointed as the Internal Auditors of the Company for the financial year 2023-24.

DIRECTORS AND OFFICERS INSURANCE (D &O)

As per the requirements of Regulation 25 (10) of the SEBI Listing Regulations, applicable to the Company being covered under top 1000 companies based on their market capitalisation as at March 31,2023, the Company has taken

Directors and Officers Insurance Policy (D & O) for all of its Directors with a quantum and coverage as approved by Board of Directors.

LISTING OF SECURITIES

The securities (Equity Shares) of the Company are listed at BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Metropolitan Stock Exchange of India Limited (MSEI) . The Company has paid the listing fees to the BSE, NSE and MSEI up to the financial year 2023-24. With respect to listing at NSE, the Company has got Equity shares listed at Main Board of NSE w.e.f. June 12, 2023, which were earlier under permitted to trade category on NSE.

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:

Sr. No	Name of the Commitee Member	Designation	Category
1.	Preet Kamal Kaur Bhatia	Chairperson	Independent Director
2.	Mithan Lal Singla	Member	Non-Executive Director
3.	Rakesh Garg	Member	Executive Director

During the year 2022-23, the Company had identified certain projects/activities on which the CSR expenditure for the financial year was made. The activities included promotion of education. 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. The Company is endeavored 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 Chartered Accountant/ Statutory Auditors regarding compliance with the conditions stipulated in the Listing Regulations forms part of the Corporate Governance Report.

INDUSTRIAL RELATIONS

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

DISCLOSURE OF COMPLAINTS OF SEXUAL HARRASMENT, CHILD LABOUR ETC.

The Company’s Policy on Prevention of Sexual Harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Prevention of Sexual Harassment of Women at Workplace Act) and Rules framed there under. Internal Complaints Committees have also been set up to redress complaints received regarding sexual harassment.

The Company is committed to providing a safe and conducive work environment to all of its employees and associates. The following is a summary of sexual harassment complaints received and disposed off during the year 2022-23:

Sr. No.	Category	No. of complaints during financial year 2022-23	No. of complaints pending as at end of year 2022-23
1	Child labour / forced labour / involuntary labour	The Company does not hire Child Labour, Forced Labour or involuntary Labour (No Case Reported)	Not Applicable
2	Sexual Harassment	No reported case	Not Applicable
3	Discriminatory Employment	No reported case	Not Applicable

STATEMENT AS TO INTERNAL COMPLAINTS COMMITTEE

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

STATEMENT ON COMPLIANCE WITH APPLICABLE SECRETARIAL STANDARDS

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

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT (BRSR)

Vide SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021 w.e.f. 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 2022-23, in accordance with Regulation 34(2)(f) of the Listing Regulations is given in the Annual Report which forms part of this Report and Annual Report of the Company.

INSOLVENCY & BANKRUPTCY CODE, 2016

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

DIFFERENCE IN AMOUNTS OF VALUATIONS, IF ANY

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

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

As required under the provision of the Section 124 & 125 and other applicable provisions of the Act, dividends that remain unpaid / Unclaimed for a period of consecutive 7 years, are required to be transferred to the account administered by the

Central Government viz. Investor Education and Protection Fund ("IEPF"). Further, according to the said Rules, the shares on which Dividend has not been encashed or claimed by the Members for 7 consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

In terms of the provisions of Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 / Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001, there were no amounts or shares requiring transfer to Investor Education and Protection Fund during the year 2022-23.

TRANSFER TO RESERVES

The Company does not propose to transfer any amount to reserves.

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 AUDITORS

The Company has maintained cost records for certain products as specified by the Central Government under sub-section (1) of Section 148 of the Act. M/s. Balwinder & Associates, Cost Accountants, (Firm Registration No. 000201) carried out the cost audit for applicable businesses during the financial year 2021-22.

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 2022-23, on a remuneration as mentioned in the Notice of 31stAnnual 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 31st 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, 2023, there were 99.72% Equity Shares were in dematerialised form (including in respect of which Corporate Action was pending) with National Securities Depository Limited and Central Depository Services (India) Limited and rest 0.28% 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 link https://www.jtl.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, 2023. The Statutory Auditors of the Company have audited the financial statements included in this annual report and have issued an attestation report on our internal control over financial reporting (as defined in Section 143 of Companies Act 2013).

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

REMUNERATION POLICY OF THE COMPANY

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

The Remuneration Policy of the Company is available at the website of the Company at https://www.jtl.one/key-policies/

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 2022-23 with Banks or Financial Institution.

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 2022-23 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. 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

Service Private Limited, Company’s Registrar and Share Transfer Agent.

ACKNOWLEDGEMENTS

Your Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, Bankers, Financial Institutions for their sincere and dedicated services as well as their collective contribution to the Company’s performance.

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

---

Mar 31, 2018

DIRECTORS’ REPORT

Dear Stakeholders,

The Directors have pleasure in presenting their 27^th (Twenty Seventh) Annual Report together with the Audited Financial Statements, Auditors Report and the Report on the business and operations of the Company, for the financial year ended 31^st March 2018.

FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

The summary of operating results for the year 2017-18 and appropriation of divisible profits is given below.

(Rs. in Lacs)

Sr. No	Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
1.	Net Sales	16973.86	11279.09
2.	Misc. Income	23.86	130.70
3.	Total Revenue	16997.72	11409.79
4.	Operating Expenses	15502.22	11037.23
5.	EBITA	1495.50	372.57
6.	Finance Cost	(175.59)	(113.99)
7.	Depreciation and Amortization	(49.74)	(41.69)
8.	Profit before exceptional items and tax	1270.17	216.88
9.	Exceptional Tax	(0.00)	(0.00)
10.	Profit Before Tax	1270.17	216.88
11.	Tax Expenses	(466.37)	(79.27)
12.	Profit after Tax	803.80	137.61
13.	Amount transferred to retained earnings	803.80	137.61

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, the Companies Net Turnover has increase to Rs. 16973.86 lakh as against Rs 11,279.09 lakh of previous year, which is due to combined effort put by the management, employees and workers. Percentage increase in Sale turnover is 50.49% as compared to last year. Expenditure side of the company has also increased a bit from Rs.

11,192.91 lakh in previous year to Rs. 15,727.54 Lakh during the current year. Percentage increase in expenses is 40.51 %. Resultantly, the Company’s profit before tax and extraordinary items comes out to be Rs. 1,270.17 lakh as against Rs. 216.88 lakh during last year, Profit after tax is also increased to Rs. 803.80 Lakh from Rs. 137.61 Lakh. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

Comparison in tabular form is given below for determining the progress made by Company during last year -:

_____Amount in Lakhs

Sr. No	Particular	F.Y 2017-18	F.Y 2016-17	% Increase/Decrease
1	Net Sales	16973.86	11279.09	50.49 (Increase)
2.	Total Revenue	16997.72	11409.79	48.97 (Increase)
3.	Total Expenses	(15727.54)	(11192.91)	40.51 (Increase)
4.	EBITA	1495.50	372.57	301.40 (Increase)
5.	Finance Cost	(175.59)	(113.99)	54.04 (Increase)
6.	Depreciation and Amortization	(49.74)	(41.69)	19.31 (Increase)
7.	Profit Before Tax	1270.17	216.88	485.66 (Increase)
8.	Profit After Tax	803.80	137.61	484.11 (Increase)

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2017-18. These funds will be utilized towards part-funding of the proposed expansions projects. Hence, Board of Directors decided not to recommend any dividend to the shareholders for the financial year 2017-18.

RESERVES

Your Directors have transferred Rs. 803.80 Lakh to the retained earnings for the financial year ended 31^st March, 2018.

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 2017-18.

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 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.

A Management discussion and Analysis Report as required under Regulation 34 read with Schedule V of the SEBI (LODR) Regulations, 2015 is covered in different section and forms the part of this Report.

CORPORATE GOVERNANCE

Pursuant to Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with reports on Management Discussion & Analysis and Certificate from the Auditor regarding compliance of conditions of Corporate Governance are made part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary. Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

DIRECTORS

Shri Vijay Singla is retiring by rotation in the ensuing Annual General Meeting and being eligible offers himself for re-appointment. In view of the valuable guidance and support received from him, your directors recommend his re-appointment at the ensuing annual general meeting.

Further, during the financial year 2017-18, no changes took place in the composition of the Board of your Company, however, Mr. Bhupinder Nayyar was appointed as an Additional Independent Director on the Board of Directors of the Company with effect from 17th May 2018, i.e., after the close of Financial year 2017-18.

Mr. Mithan Lal Singla being the Non-Executive (Non-Independent) Director in the Company have attained the age of 75 years. As per the Regulation 17(1A) of the SEBI (LODR) Regulations, 2015, as amended, the continuation of the appointment of director who have attained the age of 75 years need approval of shareholders by way of Special Resolution. Hence, the Board recommends the shareholders to pass the resolution for continuation of appointment of Mr. Mithan Lal Singla by way of Special Resolution.

KEY MANAGERIAL PERSONNEL

During the period under review, there was no change in the key managerial personnel of your Company. The Key Managerial Personnel of your Company are as under-:

1. Mr. Madan Mohan Singla Managing Director

2. Mr. Vijay Singla Whole-Time Director

3. Mr. Rakesh Garg Whole-Time Director

4. Mr. Dhruv Singla Chief Financial Officer

5. Mr. Neeraj Kaushal Company Secretary

NUMBER OF MEETINGS Board Meeting:

Eleven Board Meetings were held during the year under review on 01/04/2017, 30/05/2017, 06/07/2017, 13/07/2017, 02/08/2017, 12/08/2017, 25/09/2017, 16/10/2017, 18/12/2017, 24/01/2018, 07/03/2018.

Audit Committee Meeting:

The Audit Committee comprises of three Directors, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia, Independent Director and Mr. Vijay Singla, Whole Time Director. All the recommendations made by the Audit Committee during the year were accepted by the Board. Four meeting of Audit Committee members were held in the year on 30/05/2017, 12/08/2017, 16/10/2017, 24/01/2018.

Nomination & Remuneration Committee Meeting:

Committee comprises of three Director, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia are the Independent Director & Mr. Mithan Lal Singla, Non-Executive Director. Four meeting of Nomination & Remuneration Committee were held on 01/04/2017, 29/05/2017,14/10/2017 & 24/01/2018.

Stakeholders Relationship Committee Meeting:

Committee comprises of three Director, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia are the Independent Director & Mr. Mithan Lal Singla, Non-Executive Director. Four meeting of Stakeholders Relationship Committee were held on 29/05/2017, 13/07/2017, 14/10/2017 & 24/01/2018

Independent Director Meeting:

As per the provisions of the Schedule IV of the Companies Act, 2013 there is requirement to hold the meeting of the Independent Directors (ID) once in a year in which no other Director should participate. To comply with this requirement, meeting of the Independent Directors was held on 24/01/2018.

The Company has received the necessary declarations from each ID in accordance with Section 149(7) of the Act that he/she meets the criteria of Independence as laid out in Section 149(6) of the Act and the listing Regulations.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Company does not have any company as its Subsidiary, Associates or its Joint Ventures.

EXTRACT OF ANNUAL RETRUN

The details forming part of the extract of the Annual Return in Form MGT-9 in Annexure-1 as per the provisions of the Act and rules framed there under is annexed to this Report.

PARTICULARS OF EMPLOYEES

During the, no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended. Hence, the disclosure under Rules 5(2) and 5(3) does not forms the part of this Report.

The information required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, in respect of directors/ employees of your Company forms the part of this Report. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

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

During the year under review the Company has not given any loan, guarantee and investment which are covered under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

The Board members are regularly informed about the potential risks, their assessment and minimization procedures. The Board frames a plan for elimination / minimization 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.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the companies Act, 2013 regarding Corporate Social Responsibility is applicable to the Company from the Current Year only. Company will make provisions under this regulation from the current year, whereas the Company is actively supporting various initiatives on its own for the betterment of the locals of the vicinity where the project of the Company is situated at Gholumajra.

RESEARCH & DEVELOPMENT, CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars under this head are furnished in the Annexure-2 to this Report.

There has been no change in the Capital Structure of the Company during the year under review. However, the Authorized Share Capital of the Company was increased from existing Rs. 12,50,00,000/- (Rs. Twelve Crores Fifty Lakh only) to Rs. 17,00,00,000/- (Rs. Seventeen Crores only) by way of passing Special Resolution dated 7^thApril, 2018 by the members of the Company through Postal Ballot.

Further, the Board of Directors have also made the allotment of 12,00,000 (Twelve Lakhs only) warrants fully convertible into equity shares to Promoters, Promoter Group and NonPromoters on preferential basis on 2^nd July, 2018 i.e., after the close of the financial year. The said preferential allotment of warrants was approved by the members of the Company by way of special resolution dated 7^th April, 2018 passed through Postal Ballot. Your Company has got the in-principle approval of the Stock Exchanges (BSE & MSEI) for listing of the shares to be issued after conversion of the above said warrants.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17. During the period under review, there was no change in the nature of business of the Company.

DEPOSITS

Your Company has neither any outstanding deposits nor, has accepted any deposits from public under Section 73 to 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, as amended, during the year under review

SECRETARIAL STANDARDS

The Company has in place proper systems to ensure compliance with the provisions of the applicable secretarial standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals during the year which may impact the going concern status of the Company or its operations in future.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act) and the Rules framed there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has not received any complaint of sexual harassment during the year.

Pursuant to the provisions of Section 177(9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of the Board and its Powers) Rules, 2014 and Regulation 34(3) of SEBI (LODR) Regulations, 2015, your Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, Employees and vendors of the Company to approach the Chairman of Audit Committee and make protective disclosure about the unethical behavior, actual or suspended fraud or violation of the Code of Conduct of the Company.

The vigil mechanism comprises of whistle blower policy for directors, employees and vendors. During the period under review, no complaints/fraud was reported under the Vigil Mechanism Process established by the Company.

STATUTORY AUDITORS

M/s Suresh K Aggarwal & Co, Chartered Accountants was appointed as the Statutory Auditors under Section 139 of the Companies Act, 2013 and the Rules made thereunder, in the 26^th Annual General Meeting for the Financial Year 2017-18. Board Members were satisfied with the services provided by them and on the recommendation of the audit committee of the Company, Board of Directors of the Company has recommended the appointment of M/s Suresh K Aggarwal & Co, Chartered Accountants as the Statutory Auditors of the Company for a period of 5 years, from the Financial Year 2018-19 till the Financial Year 2022-23.

The Auditor’s Report for financial year 2017-18 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.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year. The Company has appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2018-19.

SECRETARIAL AUDIT

SV Associates, Practicing Company Secretaries, was appointed by the Board to conduct the Secretarial Audit of the Company for the fiscal 2018, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for fiscal 2018 forms the part of the Annual Report as Annexure-3 to the Board’s Report. There has been no Qualification(s) or adverse remarks by the Secretarial Auditor in his Secretarial Audit Report except the following observation-:

The Company has not complied with regulations 46 of the SEBI (LODR) Regulations and has not published some information on website of the Company.

Your Directors have given the following explanation to the observations of the Secretarial Auditors-:

The Company is maintaining and updating the website in time. Due to non-uploading of one or two polices the qualification was marked by the Secretarial Auditor. The Company is taking keen steps to upload these polices in time.

LISTING

The Shares of the company are listed at “Bombay Stock Exchange (BSE)” Mumbai. In December 2017, the shares of your Company also got listed on Metropolitan Stock Exchange (MSEI) and got its trading approval. The listing fees to the stock exchanges have regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

PARTICU

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. There were no materially significant transactions with Related Parties during the financial year 2017-18 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 16 of the Notes to the financial statements. Details of transactions with related parties are given in Form AOC - 2 which is attached as Annexure-4.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments except as reported below which affected the financial position of your Company which occurred between the end of the financial year to which the financial statements relate and 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 recognizing the interests of Company’s stakeholders. The nomination and remuneration policy of the Company is annexed as Annexure-5 to this Report.

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

The Board annually evaluates its performance as well as the performances of its committees and of Directors individually.

For evaluating the performance of the Board as a whole, the Board reviews the periodical performances of the Company and the role of the Board towards achievement of the said performances and the future plans as set out from time to time.

The performance of the Whole Time Directors is evaluated by the Board by linking it directly with their devotion towards implementation and management of the growth parameters of the Company and the actual achievements of the Company.

The performance of the Non-Executive / Independent Directors is evaluated on the basis of their contribution for adopting better corporate governance practices, transparency and disclosures in achieving the goal of the Company.

The performance of the various Committees of the Board is reviewed on the basis of the achievement of the work designated to the specific committee.

In line with the requirements of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 24^th day of January 2018, wherein the performance of the nonindependent directors including chairman was evaluated. The Board of Directors expresses their satisfaction with the evaluation process.

INDIAN ACCOUNTING STANDARDS

Your Company has adopted Indian Accounting Standards (‘Ind- AS’) with effect from 1st April, 2017 pursuant to the Ministry of Corporate Affairs notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015. The implementation of IND-AS in 2017 was a major change in the accounting policy from 2017-18 onwards.

ACKNOWLEDGEMENT

We thank our Customers, Vendors, Dealers, Investors, Business Associates and Bankers for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. Our resilience to meet challenges was made possible by their hard work, solidarity, co-operation and support.

FOR & ON BEHALF OF THE BOARD

JTL INFRA LIMITED

Sd/- Sd/-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)

DATE: 04/09/2018 MANAGING DIRECTOR WHOLE TIME

DIRECTOR

DIN: 00156668 DIN: 00156801

Sd/- Sd/-

DHRUV SINGLA NEERAJ KAUSHAL

Chief Financial Officer Company Secretary

---

Mar 31, 2016

Dear Stakeholders,

The directors have pleasure in presenting their 25^th (Twenty Fifth) Annual Report together with the Audited Financial Statement for the year ended 31^st March 2016.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY:

The summary of operating results for the year 2015-16 and appropriation of divisible profits is given below.

(Rs. In Lacs)

Particulars	Year Ended 31.03.2016	Year Ended 31.03.2015
Gross Sales	10500.94	13258.98
Less Excise Duty	1014.40	1326.99
Net Sales	9486.54	11931.98
Misc. Income	139.81	98.96
PBIT	244.52	277.02
Profit Before Tax	158.35	125.41
Profit After Tax	122.37	83.37
Profit brought forward from previous year/s	595.12	511.74
Profit Available for appropriation	716.29	595.12
Less adjustment on account of depreciation of fixed assets as per Companies Act 2013	(320.21)	(320.21)
Appropriation to: Balance Carried to Balance Sheet	397.28	274.91

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, the Companies net turnover has fallen to Rs. 9486.54 lacs as against Rs. 11931.98 lacs of previous year, this is generally due to fall in the price of the steel price in domestic as well as foreign market. Expenditure side of the company has also reduced from Rs. 11905.43 lacs to Rs. 9468 lacs during the current year. Resultantly, the Company profit before tax and extraordinary items comes out to be Rs. 158.34 lacs as against Rs. 125.41 lacs during last year which amount to total increase of 26.26 % as compared to last year Profit. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

EXPORT PERFORMANCE

Exports turnover has been decreased to Rs. 5318.77 Lacs as compared to Rs. 6630.30 lacs in the previous year. This is due to fall of Steel Prices in the International Market.

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2015-16. These funds will be utilized towards part-funding the proposed expansions projects. Hence, Board of Directors decided not to recommend the dividend to the shareholders.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under SEBI (LODR) Regulations, 2015 is annexed to this Annual report.

CORPORATE GOVERNANCE

Pursuant to Regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance along with reports on

Management Discussion & Analysis and Certificate from the Auditor regarding compliance of conditions of Corporate Governance are made part of this report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

DIRECTORS

Mr. Mithan Lal Singla retires by rotation at the forthcoming AGM is eligible for reappointment.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

Company does not have any company as its Subsidiary, Associates or its Joint Ventures.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Audit Committee and the Board of Directors have approved the Related Party Transactions Policy The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. There were no materially significant transactions with Related Parties during the financial year 2015-16 which were in conflict with the interest of the Company. Suitable disclosures as required under AS-18 have been made in Note 16 of the Notes to the financial statements. Details of transactions with related parties are given in Form AOC - 2 which is attached as Annexure-5.

EXTRACT OF ANNUAL RETRUN

The details forming part of the extract of the Annual Return in Form MGT-9 in Annexure-1 as per the provisions of the Act and rules framed there under is annexed to this Report.

NUMBER OF BOARD MEETINGS

Fourteen Board Meetings were held during the year under review. For details of the Meetings, please refer to the Corporate Governance Report, which forms part of this report.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197 of the Companies Act, 2013. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

AUDIT COMMITTEE

The Audit Committee comprises three Directors, Mr. Raj Kumar Gupta & Ms Preet Kamal Kaur Bhatia, Independent Director and Mr. Vijay Singla, Whole Time Director. All the recommendations made by the Audit Committee during the year were accepted by the Board.

PARTICULARS OF EMPLOYEES

Disclosure pertaining to the remuneration and other details as required under Section 197(12) of the Act, and the Rules framed there under is enclosed as Annexure 3 to the Board''s Report.

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

During the year under review the Company has not given any loan, guarantee and investment which is covered under Section 186 of the Companies Act, 2013.

RISK MANAGEMENT POLICY

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.

CORPORATE SOCIAL RESPONSIBILITY:

Section 135 of the companies Act, 2013 regarding Corporate Social Responsibility is not applicable to the Company whereas the Company is actively supporting various initiatives on its own for the betterment of the locals of the vicinity where the project of the Company is situated at Gholumajra.

CHANGE IN SHARE CAPITAL

There has been no change in the Capital Structure of the Company during the year under review.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY''S OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals during the year which may impact the going concern status of the Company or its operations in future.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the Act) and the Rules there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has also constituted an Internal Complaints Committee in accordance with the Act, to inquire into complaints and take appropriate action.

The Company has not received any complaint of sexual harassment during the year.

VIGIL MECHANISM

The Company has adopted Vigil Mechanism policy that provides a formal mechanism for all Directors, Employees and vendors of the Company to approach the Chairman of Audit Committee and make protective disclosure about the unethical behavior, actual or suspended fraud or violation of the Code of Conduct of the Company.

The vigil mechanism comprises of whistle blower policy for directors, employees and vendors.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, for the financial year ended March 31, 2016, the applicable accounting standards have been followed.

(ii) The Directors 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 Profit or Loss of the company for that period.

(iii) The Directors have taken proper and sufficient care to for the maintenance of adequate accounting records in accordance with the provisions of this Act, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual financial statements have been prepared on a going concern basis.

(V) The Directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

STATUTORY AUDITORS

At the Annual General Meeting held on September 30, 2014, M/s. S. Kumar Gupta & Associates, Chartered Accountant, were appointed as the Statutory Auditors of the Company, to hold office till the conclusion of the Annual General Meeting to be held in the Calendar Year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. Accordingly, the appointment of M/s. S. Kumar Gupta & Associates, Chartered Accountants, as Statutory Auditors of the Company, is placed for ratification by the Shareholders.

The Auditor''s Report for fiscal 2016 does not contain any qualification, reservation or adverse remark. The Auditors'' Report in enclosed with the Financial Statements in this Annual Report.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year. The Company has M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2015-16.

The Board has appointed M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for Fiscal 2017.

SECRETARIAL AUDIT

P.Chadha & Associates, Practicing Company Secretaries, was appointed to conduct the Secretarial Audit of the Company for the fiscal 2016, as required under Section 204 of the Companies Act, 2013 and Rules there under. The secretarial audit report for fiscal 2016 forms the part of the Annual Report as Annexure-4 to the Board''s Report.

The Secretarial Auditor in his report has made the following observations:

1. Listing Agreement which was to be entered by the Company with in the 6 months of the Notification was entered by the Company on 21^st March 2016.

2. The Company has appointed Mr. Neeraj Kaushal as the Company Secretary of the Company on 1^st March 2016 and the intimation of the same was sent to Stock Exchange on 29^th March 2016 which was not in compliance of the SEBI (LODR) Regulations.

3. The Company has not complied with regulations 46 of the SEBI (LODR) Regulations and has not published basic information on website of the Company.

4. The Company has not produced internal audit report for the financial year ended as on 31.03.2016 during the course of our audit.

Further the explanation given by the Board on the observation given by the Secretarial Auditor are as under:

1. As during the said period there was no Company Secretary in the Company. Same was entered with the Bombay Stock Exchange when new Company Secretary was appointed by the Company.

2. Information to the Bombay Stock Exchange was made by the Board but due to technical error same cannot be uploaded at that time whereas on later on security it was find by the Compliance Officer that information was not made to the BSE at that time fresh intimation is sent to them and uploaded on their site.

3. The Company is maintaing the website in time. Due to non-uploading of two or three polices the qualification was marked by the Secretarial Auditor. The Company is taking keen steps to upload these policies in time.

4. As the appointment of the Internal Auditor was made in the Month of March 2016 so Company & Internal Auditor was not able to complete the Internal Audit. Same is in the process.

LISTING

The Shares of the company are listed at "Bombay Stock Exchange (BSE)" Mumbai. The listing fees to the stock exchanges has regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Details of the same are provided in the Management Discussion and Analysis Report attached as Annexure E to this Report.

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the Audit Committee. Based on the periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial Controls.

RESEARCH & DEVELOPMENT, CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure-2 to 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 recognizing the interests of Company''s stakeholders

PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND DIRECTORS

In line with the requirement of Regulation 25(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a meeting of the Independent Directors of the Company was held on 28^th day of May 2015, wherein the performance of the no independent directors including chairman was evaluated. The Board of Directors expresses their satisfaction with the evaluation process.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company''s customers, vendors, bankers, employees, shareholders and other business constituents for all time co-operation and support to the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

Sd/- Sd/-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)

DATE : 13/08/2016 MANAGING DIRECTOR WHOLE TIME DIRECTOR

DIN:00156668 DIN: 00156801

# 105, Sector 28-A # 105, Sector 28-A

Chandigarh Chandigarh

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting this 24th Annual Report together with the Audited Accounts of the Company for the financial year ended 31st March, 2015.

1. FINANCIAL SUMMARY OR PERFORMANCE OF THE COMPANY

The summary of operating results for the year 2014-15 and appropriation of divisible profits is given below:

Rs. in Lacs

PARTICULARS YEAR ENDED YEAR ENDED 31.03.2015 31.03.2014

Gross Income 13258.98 10750.89

Less Excise Duty 1326.99 1025.7

Net Sales 11931.98 9725.17

Misc. Income 98.86 (4.02)

PBIT 277.02 290.51

Profit Before Tax 125.41 81.42

Profit After Tax 83.37 53.63

Profit brought forward from previous year/s 511.74 458.11

Profit available for appropriation 595.12 511.74

Appropriation to: 595.12 511.74 Balance carried to Balance Sheet

2. REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, The Company achieved a net turnover of 11931.98 lacs as against Rs. 9725.17 lacs of previous year recording a growth of 22.70 %. Expenditure side of the company has also been increased from Rs.9639.73 lacs to 11905.43 lacs during the current year. Resultantly, due to increase in expenses, the company net surplus come up to Rs 125.41. as compared to Rs.81.42 lacs of previous year. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

3. EXPORT PERFORMANCE

Exports turnover has been increased to Rs. 6630.30 lacs for the year ended 31st March, 2015 as compared to Rs. 5568.89 of previous year

4. LISTING OF SHARES

The Equity Shares of the Company are listed on the BSE Limited (formerly Bombay Stock Exchange Ltd.) and the Company has paid the Annual Listing Fees to BSE for the financial year 2014-15 .

5. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATES

As per the provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies/ Associate Companies/Joint Ventures is to be prepared in form AOC-1 and has to be enclosed in this Report. The Board brings to your notice that the company does not have any subsidiary , joint venture or associates .

6. TRANSFER TO RESERVE

The Company has not transferred any amount to reserves.

7. DIVIDEND

As he company is in the process of strengthening its set up by ploughing back of profits the board does not recommend any dividend.

8. EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report as ANNEXURE I .

9. NUMBER OF BOARD MEETINGS

The detail of number of meetings of the Board held during the financial year 2014-15 forms part of the Report on Corporate Governance in terms of Clause 49 of the Listing Agreement.

10. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of section 134(5) the Board confirm and report that:—

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors, in the case of a listed company, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

11. NOMINATION & REMUNERATION COMMITTEE POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management Personnel of the Company. This policy also lays down criteria for selection and appointment of Board Members. The detail of this policy is explained in the Report on Corporate Governance prepared in accordance with Clause 49 of the Listing Agreement.

12. RE-APPOINTMENT OF INDEPENDENT AUDITOR

M M/s. S. Kumar Gupta & Associates, Chartered Accountant, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. S. Kumar Gupta & Associates. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 141(3)(g) of the Companies Act, 2013.The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

13. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed M/s Himanshu Sharma & Associates ,firm of Company Secretaries (C.P. No 11533) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in prescribed format MR.-3 given by aforesaid Secretarial Auditors is annexed to this Board Report as Annexure 3 and forms an integral part.

The secretarial Auditor in his report has made the following observations:

1. Till date the company has not filed MGT-14 in respect of the Appointment of Secretarial Auditor.

2. The company has appointed Mr. Dheeraj Kumar as an Independent Director at its Board meeting held on January 14, 2015 w.e.f. 22nd December, 2014 and the intimation of the same was sent to Stock Exchange on 19th January, 2015 which was not in compliance of the Listing agreement.

3. Company is not maintaining its website as per Clause 54 of the Listing Agreement.

4. Internal Auditors report was not produced during our Audit period.

5. Nomination and Remuneration Committee is not formed as per the requirement of Section 178 of the Companies Act, 2013

Furthur the explanation given by the Board on the observations given by the secretarial Auditor are as under :

1. The company has filed Form MGT-14 in respect of earlier secretarial Auditor , but due to the non availability of company secretary in the Company, MGT-14 could not be filed .

2. Mr. Dheeraj Kumar was appointed as the the independent Director w.e.f 22.12.2014 and the same was to be intimated to the sock exchange as per the Listing agreement but due to the non availability of the Company Secretary this requirement of Listing Agreement could not be made.

3.The Company is maintaining the website in time. Due to non uploading of two or three polices this qualification was marked by the secretarial Auditor The Company is taking keen steps to upload these policies in time.

4. The Company has appointed Mr. Deepak garg as the internal Auditor of the company on 30.05.2014 . Due to the non availability of company secretary in the company the internal Audit report could not be demanded and as such was not able to be placed before the secretarial Auditor.

5. During the year the quorum requirement could not be fulfilled , the composition was not proper but as per the latest details the committee has been formed as per the Listing Agreement.

14. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS UNDER SECTION 186

During the year under review the Company has not given any loan, guarantee and investment which is covered under section 186 of the Companies Act, 2013.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act 2013 for the Financial Year 2014-15 in the prescribed Form AOC 2 has been enclosed with the report as Annexure 2.

16. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review no amount i.e. unpaid and unclaimed has been transferred to Investor Education Protection Fund.

17. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Director's Report.

18. STATEMENT IN RESPECT OF ADEQUCY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS.

A strong internal control is an important focus and thrust area in the Company . The Company has comprehensive internal systems , controls, and policies for all major processes to ensure the reliability of financial reporting , timely feedback on achievement of operational and strategic goals , compliance with policies , procedures laws, and regulations safeguarding of assets and economical and efficient use of resources .

The internal Auditors of the Company continuously monitors the efficiency of internal controls /compliance with standard operating procedures with the objective of providing to the Audit Committee and the Board of Directors , an independent , objective, and reasonable assurance on the adequacy and effectiveness of the organizations risk management , control and governance processes . the scope and authority of the internal audit activity are well defined in the internal Audit Scope and guidelines , approved by the Audit Committee . Internal Auditors develops a risk based annual audit plan with inputs from major stake holders , and the major stake holders and the major focus areas as per previous audit reports.

All significant audit provisions are reviewed periodically and follow-up actions thereon are reported to the Audit Committee. The Audit Committee also meet the company's Statuary Auditors and Internal Auditors to ascertain their views on the financial statement , including the financial reporting systems, compliance to accounting policies and procedures , the adequacy and effectiveness of the internal controls and systems followed by the company.

The top and senior management of the Company also assesses opportunities for improvement in business processes , systems, and controls , provides recommendations, designed to add value to the organization and follow up on the implementation of corrective actions and improvement in business processes.

The senior management of the company meets periodically to assess the performance of each business segment and key functions of the company and areas for improvement of performance /controls are identified and reviwed on continuous basis.

19. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors of the Company has adopted Whistle Blower Policy. This Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism , honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behavior , actual or suspected fraud or violation of code of conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the Audit Committee in exceptional cases.

20. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION , PROHIBITION & REDRESSAL ) ACT, 2013

The company has been employing women employees in various fields within the factory premises and offices . The Company has in place anAnti-Harrasment polcy in line with the requirement of the Sexual Harrasment of Women at workplace ( Prevention , Prohibition & Redressal ) Act, 2013. There was no complaint received from any employee during the financial year 2014-2015 and hence no complaint is outstanding as on 31.03.2015

21. RISK MANAGEMENT POLICY

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.

22. MECHANISM FOR EVALUATION OF BOARD

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a structured procedure was adopted after taking into consideration the various aspects of the Board's functioning, composition of the Board and its various Committees, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed well in time. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expresses their satisfaction with the evaluation process.

23. DIRECTORS

Mr. Madan Mohan Singla continues to be appointed as the Managing Director of the Company. To broad base and strengthen the Board processes, Mrs. Preet Kamal Kaur Bhatia has been appointed as an Additional Director on the Board of Company at the Board Meeting held on 13th February , 2015. In terms of section 161 of the Companies Act, 2013 Mrs. Preet Kamal Kaur Bhatia holds office only up to the date ensuing Annual General Meeting. As she complies with the provisions of section 149(6) and is a professionally qualified person, so she was recommended for appointment as Independent Director by the Board for a period of five years .

Pursuant to clause 49 of the Listing Agreement, detail of director retiring and being appointed is given as a part of the Notice of the ensuing Annual General Meeting

Sh Mithan Lal Singla, Director of the Company who retires by rotation and being eligible offers himself for the re-appointment.

Sh. Rakesh Garg, Director of the Company who retires by rotation and being eligible offers himself for the re-appointment.

Sh. Vikram Bansal had resigned from the Company effective from 30.05.2014 due to his pre-occupation in some other work .

Sh. Dheeraj Kumar had resigned from the directorship w.e.f 13.02.2015

The Board of Directors records their appreciation of the good work done by Mr. Raj Kumar Gupta and Mr. Vijay Singla and acknowledges their contribution to the growth and prosperity of the Company during their tenure as professional Directors.

Mr. Dhruv Singla has been designated as Chief Financial Officer of the Company on 30th May, 2014 pursuant to provisions of Section 203 of the Companies Act, 2013.

24. DEPOSITS

The Company has not accepted any deposit from the public.

1. Deposits Accepted during the year : NIL

2. Deposits remained unpaid or unclaimed as at the end of the year ; NIL

3. Whether there has been any default in repayment of deposits or ; NIL payment of interest thereon during the year and if so, number of such cases and the total amount involved

4.The details of deposits which are not in compliance with the requirements of Chapter ; NIL

25. CHANGES IN SHARE CAPITAL, IF ANY

During the Year under review there has been no change in the share capital of company.

26. DECLARATION BY INDEPENDENT DIRECTOR

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

27. CONVERSION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure 4 to this Report.

28. MANAGERIAL REMUNERATION

Statistical Disclosures pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed with this report as Annexure 1.

29. RECEIPT OF ANY COMMISSION BY MD / WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION / REMUNERATION FROM ITS HOLDING OR SUBSIDIARY

During the year under review, the Managing Director and Whole time Director neither received any Commission nor any remuneration from its Subsidiary Companies.

30. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review no complaint received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31st March, 2015.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed Report on Management Discussion and Analysis, pursuant to Clause 49 of the Listing Agreement is annexed to this report as Annexure – 5

32. CORPORATE GOVERNANCE

The Company has complied with all the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreement with BSE Limited during the year ended on 31st March, 2015 as per Report on Corporate Governance annexed as Annexure -6 .

33. CASH FLOW ANALYSIS

In conformity with the provisions of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended on 31st March, 2015 forms an integral part of the Financial Statements.

34. PERSONNEL

Your Directors place on record their appreciation for the significant contribution made by all the employees, who through their competence, hard work, solidarity and co-operation, have enabled the Company to perform better.

35. TRADE RELATIONS

The Board wishes to place on record its appreciation for the support and co-operation that the Company received from its suppliers, distributors, retailers and other associates. The Company has always looked upon them as partners in its progress and has happily shared with them rewards of growth. It will be Company's endeavor to build and nurture strong links based on mutuality, respect and co- operation with each other and consistent with customer interest.

36. CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statement have been prepared by the Company's Management in accordance with the requirement of AS-21 issued by the ICAI and as per the provision of the Companies Act, 2013.

37. ACKNOWLEDGEMENTS

Your Directors take this opportunity to thank all the investors, clients, vendors, banks, regulatory and government authorities, for their continued support.

For and on behalf of the Board of Directors

Date :- 01/09/2015 Sd/- Sd/-

Place:-Chandigarh (Raj Kumar Gupta) (Vijay Singla)

CHAIRMAN DIRECTOR

DIN: 00952271 DIN: 00156801

ADDRESS : H. No. 72, Sector- 6, Address:H.No.105, Sector-28A, Panchkula Chandigarh

---

Mar 31, 2014

Dear Stakeholders,

The directors have pleasure in presenting their 23rd (Twenty Third) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2014.

FINANCIAL HIGHLIGHTS (Rs. In lacs) PARTICULARS 31.03.2014 31.03.2013 Gross Turnover 10750.89 9626.16

Less Excise Duty 1025.72 966.14

Net Sales 9725.17 8660.02

Misc. Income (4.02) 80.87

PBIT 290.51 251.39

Profit Before Tax 81.42 91.31

Profit After Tax 53.63 59.58

Profit brought forward from previous year/s 458.11 398.53

Profit available for appropriation 511.74 458.11

Appropriation to: Balance carried to Balance Sheet 511.74 458.11

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, The Company achieved a net turnover of Rs. 9725.17 lacs as against Rs. 8660.02 lacs of previous year recording a growth of 12.30%. Expenditure side of the company has also been increased from Rs. 8646.29 lacs to 9639.73 lacs during the current year. Resultantly, due to proportionate increase in expenses, the company net surplus comes down to Rs. 81.42 lacs as compared to Rs.91.31 lacs of previous year. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company.

EXPORT PERFORMANCE

Exports turnover has been increased to Rs. 5568.89 lacs for the year ended 31st March, 2014 as compared to Rs. 3991.14 lacs of previous year

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2013-14. These funds will be utilized towards part-funding the proposed expansions projects. Hence, Board of Directors decided not to recommend the dividend to the shareholders

DIRECTORS

There has been no change in the constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956 and the Articles & Association of the Company, Mr. Madan Mohan Singla, Managing Director and Mr. Vijay Singla, Director of the company are due to retire by rotation at the forthcoming Annual General Meeting and being eligible offered themselves for their re- appointment.

Brief details of the Directors being appointed/re-appointed have been incorporated in the Notice convening the Annual General Meeting.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code. Company is committed to maintain the highest standards of Corporate Governance.

Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached herewith and forms part of this report.

DEPOSITS

The company has not accepted any deposits from public during the year under review. AUDITORS & THEIR OBSERVATIONS

M/s. S. Kumar Gupta & Associates, Chartered Accountant, Statutory Auditors of the Company, holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received a letter from M/s. S. Kumar Gupta & Associates. to the effect that their re-appointment as Auditors, if made, would be within the limits under Section 141(3)(g) of the Companies Act, 2013.

COST AUDIT

As per the requirements of Central Government and pursuant to the provisions of Section 148 of the Companies Act, 2013, your Company carries out an audit of cost records every year. The Company has M/s Balwinder & Associates, Cost Accountants, as Cost Auditor of the Company for the financial year 2013-14

The cost audit report for financial year end 31st March, 2014 will be filed with Central Government in due course.

LISTING

The Shares of the company are listed at "Bombay Stock Exchange (BSE)" Mumbai. The listing fees to the stock exchanges has regularly been paid by the Company.

INSURANCE

The properties/assets of your Company are adequately insured.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) The Directors 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 Profit or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

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

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure to this Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under clause 49 of the Listing Agreement is annexed and form part of this Directors'' Report.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company''s customers, vendors, bankers, employees, shareholders and other business constituents for all time co-operation and support to the Company.



FOR & ON BEHALF OF THE BOARD OF DIRECTORS

-sd- -sd-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA) DATE : 30/05/2014 MANAGING DIRECTOR WHOLE TIME DIRECTOR

---

Mar 31, 2013

Dear Stakeholders,

The directors have pleasure in presenting their 22nd (Twenty Second) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2013.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2013 31.03.2012

Gross Turnover 9626.16 9647.86

Less Excise Duty 966.14 798.74

Net Sales 8660.02 8849.12

Misc. Income 80.87 150.62

PBIT 251.39 275.45

Profit Before Tax 91.31 33.84

Profit After Tax 59.58 21.76

Profit brought forward from previous year/s 398.53 376.77

Profit available for appropriation 458.11 398.53

Appropriation to:

Balance carried to Balance Sheet 458.11 398.53

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review Company''s turnover has been decreased marginally from Rs. 8849.12 lacs to Rs. 8660.02 lacs. Expenditure side of the company has also been reduced from Rs. 8961.25 lacs to 8646.29 lacs during the current year. Resultantly, due to significant decrease in expenses the net surplus of the company has gone up to Rs. 91.31 lacs as compared to the previous year''s surplus of Rs. 33.84 lacs. Despite, the challenges prevailing in the Indian tube industry, the sector is poised to grow by having continuous focus on quality, value addition and further the cost management has helped your company to achieve this profitable growth. Your Directors are committed to explore all avenues to increase operations and profitability of the Company

EXPORT PERFORMANCE

Exports turnover has been increased to Rs. 3991.14 lacs for the year ended 31st March, 2013 as compared to Rs. 1841.57 lacs of previous year

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2012–13. These funds will be utilized towards part-funding the proposed expansions projects. Hence, Board of Directors decided not to recommend the dividend to the shareholders

DIRECTORS

There has been no change in the constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956 and the Articles & Association of the Company, Mr. Rakesh Garg and Mr. Raj Kumar Gupta,

Directors of the company are due to retire by rotation at the forthcoming Annual General Meeting and being eligible offered themselves for their re-appointment.

Brief details of the Directors being appointed/re-appointed have been incorporated in the Notice convening the Annual General Meeting.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code. Company is committed to maintain the highest standards of Corporate Governance.

Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached herewith and forms part of this report.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

CREDIT RATING

The Company has achieved NSIC-CRISIL rating of SE 2B indicating ''High Performance Capability and Moderate Financial Strength''.

AUDITORS & THEIR OBSERVATIONS

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956. Based on the said certificates your Board has recommend the re-appointment of M/s S. Kumar Gupta & Associates, Chartered Accountants as statutory auditors of the company

COST AUDIT

As per the Order of the Central Government and in pursuance of section 233B of the Companies Act, 1956, your Company carries out an audit of its cost records.

The Ministry of Corporate Affairs (MCA) has introduced The Companies (Cost Audit Report) Rules, 2011 vide its notification no. GSR 430(E) dated 3rd June, 2011. These rules make it mandatory for industries to appoint a Cost Auditor within 90 days of the commencement of the financial year.

Based on the Audit Committee recommendations at its meeting the Board has approved the appointment of M/S Balwinder & Associates, Cost Accountants as Cost Auditors for conducting Cost Audit for the Financial Year 2013-14, subject to approval of the Central Government.

The cost audit report for financial year end 31st March, 2013 will be filed with Central Government in due course.

LISTING

The Shares of the company are listed at "Bombay Stock Exchange(BSE)" Mumbai and "Delhi Stock Exchange (DSE)". The listing fees to the stock exchanges has regularly been paid by the Company.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) The Directors 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 Profit or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

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

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure to this Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under clause 49 of the Listing Agreement is annexed and form part of this Directors'' Report.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company''s customers, vendors, bankers, employees, shareholders and other business constituents for all time co- operation and support to the Company.



FOR & ON BEHALF OF THE BOARD OF DIRECTORS

-sd- -sd-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (RAKESH GARG)

DATE : 30/05/2013 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2012

The directors have pleasure in presenting their 21st (Twenty-first) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2012.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2012 31.03.2011

Gross Turnover 9666.04 10205.04

Less Excise Duty 798.74 822.11

Net Sales 8867.29 9382.93

Misc. Income 150.62 71.95

PBIT 275.45 194.68

Profit Before Tax 33.84 54.77

Profit After Tax 21.76 39.98

Profit brought forward from previous year/s 376.77 336.78

Profit available for appropriation 398.52 376.76

Appropriation to:

Balance carried to Balance Sheet 398.52 376.76

REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

During the year under review, due to the increase in raw material costs and other un- controllable expenses, the Company's turnover has been decreased marginally from R9382.93 lacs to R 8867.29 lacs. This also further effected the profitability of the company which has dropped from R 39.98 lacs to R 21.76 lacs. The High price level of raw material lead to the decrease in Sales and Profitability of the Company. Further, due to the recessionary climate all around created business uncertainty across the globe, export sales where a huge demand dip was witnessed particularly in Europe & Middle East markets which contribute significantly less to the company top line Sale. For improving margins, Company took various steps for reduction in the cost of production and overheads. Company is optimising its capacity utilization for achieving the economies of scale

DIVIDEND

Due to expansion programme, the management decided to conserve the surplus funds accrued to the Company during the financial year 2011–12. These funds will be utilized towards part-funding the proposed expansions projects. Hence, Board of Directors decided not to recommend the dividend to the shareholders

DIRECTORS

There has been no change in the constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956 and the Articles & Association of the Company, Mr. M L Singla and Mr. Vikram Bansal, Directors of the company are due to retire by rotation at the forthcoming Annual General Meeting and being eligible offered themselves for their re-appointment.

Brief details of the Directors being appointed/re-appointed have been incorporated in the Notice convening the Annual General Meeting.

NATURE OF BUSINESS

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes, development of Infrastructural activities and all other activities revolve around that and henceforth, no product segment was made as per Accounting Standard 17.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code. Company is committed to maintain the highest standards of Corporate Governance.

Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached herewith and forms part of this report.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

CREDIT RATING

The Company has achieved NSIC-CRISIL rating of SE 2B indicating „High Performance Capability and Moderate Financial Strength.

AUDITORS & THEIR OBSERVATIONS

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956. Based on the said certificates your Board has recommend the re-appointment of M/s S. Kumar Gupta & Associates, Chartered Accountants as statutory auditors of the company

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) The Directors 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 Profit or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

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

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure to this Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

MANAGEMENT DISCUSSION AND ANAYSIS

A Management discussion and Analysis as required under clause 49 of the Listing Agreement is annexed and form part of this Directors Report.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Companys customers, vendors, bankers, employees, shareholders and other business constituents for all time co- operation and support to the Company.

FOR & ON BEHALF OF THE BOARD OF DIRECTORS

-sd- -sd-

PLACE: CHANDIGARH (MADAN MOHAN SINGLA) (VIJAY SINGLA)

DATE : 30/05/2012 MANAGING DIRECTOR DIRECTOR

---

Mar 31, 2011

The directors have pleasure in presenting their 20th (Twentieth) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2011.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2011 31.03.2010

Gross Turnover 10205.04 9341.52

Less Excise Duty 822.11 615.75

Net Sales 9282.93 8725.77

Misc. Income 71.95 14.45

EBIDT 194.68 225.49

Profit Before Tax 54.77 92.08

Profit After Tax 39.98 59.81

Profit brought forward from previous year/s 336.78 306.25

Profit available for appropriation 376.76 366.06 Appropriation to:

Proposed Dividend 0 25.02

Corporate Tax on Dividend 0 4.25

Balance carried to Balance Sheet 376.76 336.79



REVIEW OF OPERATIONS AND BUSINESS PERFORMANCE

Kindly refer to the Management Discussion & Analysis Report which forms part of this report.

DIVIDEND

Your directors do not recommend any dividend for the year ended 31st March, 2011 in view of pressure on profitability of the company.

DIRECTORS

During the year Sh. Mithan Lal Singla resigned as Chairman and whole time director of the company. However he continues to be on the board of the company. The Board acknowledges his contribution in providing leadership during his tenure as Chairman of the Board.

Sh. Raj Kumar Gupta and Sh. Vikram Bansal were appointed as additional directors w.e.f. 9/3/2011 and vacates their office on the conclusion of the Annual General Meeting. Sh. Raj Kumar Gupta and Sh. Vikram Bansal being eligible offer themselves for directorship on the Board of the Company. The Company has received notices from members of the company under section 257 of the Companies Act, 1956 along with the requisite deposit in respect Sh Raj Kumar Gupta and Sh. Vikram Bansal proposing them as directors of the Company.

Sh. Vijay Singla and Sh. Rakesh Garg retire by rotation and being eligible offer themselves for appointment.

Brief details of the Directors being appointed/reappointed have been incorporated in the Notice for the forthcoming Annual General Meeting.

NATURE OF BUSINESS

There has been no change in the nature of business of the company during the year.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code.

Compliance Report on Corporate Governance and a certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is attached herewith and forms part of this report.

DEPOSITS

The company has not accepted any deposits from public during the year under review.

CREDIT RATING

The Company has achieved NSIC-CRISIL rating of SE 2B indicating 'High Performance Capability and Moderate Financial Strength'.

AUDITORS & AUDITORS' REPORT

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting and being eligible and offers themselves for reappointment as Statutory Auditors. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956 and they are not disqualified for such appointment within the meaning of Section 226 of the Companies Act, 1956.

As regards their observation in the Auditors Report, the respective notes to the accounts are self-explanatory and therefore do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company,

the applicable accounting standards have been followed and there are no material departures.

(ii) The Directors 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 Profit or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under this Section read with the Companies (Particulars of Employees) Rules, 1975, is not given.

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

Particulars prescribed under the Disclosure of particulars in the Report of the Board of Directors Rule, 1988 are furnished in the Annexure to this Report.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the company to improve its position.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT, HEALTH AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

Your company is having status of ISO 9001:2008 certification which is internationally recognized for the production, quality control etc. This certification gives the company international recognition and helps in boosting the export turnover.

MANAGEMENT DISCUSSION AND ANALYSIS

A Management discussion and Analysis as required under clause 49 of the Listing Agreement is annexed and form part of this Directors' Report.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company's customers, vendors, bankers, employees, shareholders and other business constituents for all time co- operation and support to the Company.



FOR & ON BEHALF OF THE BOARD OF DIRECTORS



-sd- -sd- (MADAN MOHAN SINGLA) (VIJAY SINGLA) MANAGING DIRECTOR DIRECTOR

PLACE: CHANDIGARH DATE : 30/05/2011

---

Mar 31, 2010

The directors have pleasure in presenting their 19th (Nineteenth) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2010.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2010 31.03.2009

Gross Turnover 9338.23 11,136.28

Less Excise Duty 615.75 1,033.96

Net Sales 8722.47 10,102.32

Other Income 14.45 87.25

Accretion to Stock (49.15) (406.49)

Material Mfg & Other Operative Exp. 8093.60 8,874.55

Administrative & Selling Exps. 260.06 380.57

Personnel Overheads 27.08 25.30

Director Remuneration 45.00 45.00

Finance Charges 125.12 215.98

Net Profit Before Tax & Dep 136.90 241.67

Depreciation 44.82 42.92

Net Profit before tax 92.08 198.75

Profit after tax 59.81 126.80

Appropriation of Profit Dividend 25.02 0.00

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

During the year under review, the company achieved a Gross turnover of Rs. 9338.23 Lacs as compared to the last year figure of Rs. 11,136.28 Lacs.Further due to the marginal decrease in gross turn over, the expenditure on account of all fronts has been controlled proportionately. this decrease has been resulted due to high fluctuations in the steel market as compared to the stock in and out of the factory. Similar impact has been there on profitability. resultantly, the company recorded PBT & PAT of Rs. 92.08 Lacs & 59.81 Lacs respectively.

Yours Directors are committed to explore all avenues to increase operations and profitability of the Company. Since the market is improving now in terms of prices of steel and and other primary factors. The management has decided to diversify into incidental avenues whereby the best use of its man and machines in terms of productivity and margins could be achieved.

SEGMENT REPORTING

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes and all other activities revolve around that and hence there was no multiple product segment. However, considering the high demand of infrastructure development, the management has been constantly keeping vigil on the opportunities which may rise in this sector.

As for as geographical segmentation is concerned, Company has its working at Gholumajra (Derabassi), Punjab only, hence no geographical segmentation is there. The company is yet to commence the infrastructure activities.

SHARE CAPITAL

There has been no change in the Authorized Share Capital, issued subscribed and paid share capital during the year under review. The authorized share capital was Rs. 12,50,00,000.00 divided in to 1,25,00,000.00 equity shares of Rs. 10/- and the issued, subscribed and paid up share capital to Rs. 1,00,07,4300 divided into 1,00,07,430 equity shares of Rs. 10/- each fully paid.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code.

Corporate Governance Report as set out separately in this Annual Report shall be construed as a part of the Directors' Report. The certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchange is enclosed.

DIRECTORS

There has been no change in this constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956, Sh. M L Singla, Director of the Company is due to retire by rotation at the forthcoming Annual General Meeting and being eligible he offered for his re-appointment. Your Board therefore, recommends his re-appointment of Mr. M L Singla by the shareholders at the Annual General Meeting.

AUDITORS

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting and being eligible and offered themselves for reappointment as Statutory Auditor. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956.

As regards their observation in the Auditors Report, the respective notes to the accounts are self-explanatory and therefore do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) The Directors 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 Profit or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

WORKING CAPITAL

Working capital arrangements have been continued with Punjab National Bank, Chandigarh to the extent of 2075.00 lacs & Rs. 10.00 lacs FB & NFB respectively, which are considered satisfactory to cater all working capital needs of the company.

LISTING

The Shares of the company are presently listed at "Over The Counter Exchange of India (OTCEI)", Mumbai. The listing fee to the stock exchange is being paid regularly. however, keeping in view the growth both in terms of equity stake and turnover, it has been thought (prudent to get the company's scripts en-listed on Delhi Stock Exchange. This way the company will be able to fetch better market prices of its equity and resultantly enhanced liquidity to all stakeholders.

DIVIDEND

In order to remunerate the shareholders, the management has decided to recommend the payment of dividend @ 2.50% payable to all those shareholders whose names may appear in the register of members as on 11th August, 2010. For this purpose, the net profit after tax has been appropriated to the tune of Rs. 2501857/-.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year with in the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975, is not to be given. The Directors wish to record their application of the dedication and support of the staff at all levels.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE

Information pursuant to Section 217(i)(e) of the Companies Act, 1956, (disclosure of particulars in the report of the Board of Directors) Rule, 1988 are set out in Annexure - 1, and forms a part of this Report.

HUMAN RESOURCES

Your Company always believes in creating and developing a diverse team of hard working & committed individuals and to accomplish this object, several training programs were organized during the year.

At J T L, employee's initiatives are constantly updated and modified to mark new beginning. The professional development programs are designed to cover every spectrum of individual development. The dedication and commitments of the company's employees have been commendable; the directors wish to acknowledge the excellent contribution made by them towards the successful implementation of the project.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company's customers, vendors, bankers, shareholders, business constituents for the continuing co-operation and support to the Company.

For & On behalf of J T L Infra Limited

Sd/-

(Mithan Lal Singla) Chairman

Place : Chandigarh Date : 10-07-2010

---

Mar 31, 2009

The directors have pleasure in presenting their 18th (Eighteenth) Annual Report together with the Audited Statement of Accounts for the year ended 31st March 2009.

FINANCIAL HIGHLIGHTS

(Rs. In lacs)

PARTICULARS 31.03.2009 31.03.2008

Gross Turnover 11136.28 8635.49

Less Excise Duty 1033.96 1051.87

Net Sales 10102.32 7583.62

Other Income 87.25 13.88

Accretion to Stock (406.49) 460.19

Material Mfg & Other Operative Exp. 8874.55 7434.84

Administrative & Selling Exps. 380.57 224.69

Personnel Overheads 25.30 17.14

Director Remuneration 45.00 23.85

Finance Charges 215.98 104.98

Net Profit Before Tax & Dep 241.67 252.20

Depreciation 42.92 36.64

Net Profit before tax 198.75 215.56

Profit after tax 126.80 140.99

REVIEW OF OPERATIONS AND FUTURE PROSPECTS

The year under review has recorded growth in turnover although there is a slight decrease in profitability. Your Company has improved its working reasonably and earned an increase of 28.98% in total turnover. The Company has recorded a total turnover of Rs. 1136.28 lacs as against Rs. 8635.49 lacs achieved in the previous year. On the export front, the Company has recorded a total turnover of Rs. 5398.13 lacs as against its exports of Rs. 4223.80 in previous year. The PAT & PBT of the Company stood at Rs. 126.80 Lacs & Rs. 140.99 Lacs.

Yours Directors are committed to explore all avenues to increase operations and profitability of the Company and they proposed to expand the business activities and diversify into the business of development of real estate and infrastructure.

SEGMENT REPORTING

The main activity of the Company is to manufacture and sale of ERW Black and Galvanized steel pipes and all other activities revolve around that and henceforth, no product segment was made.

As for as geographical segmentation is concerned, Company has its working at Gholumajra (Derabassi), Punjab only, so no geographical segmentation is made.

SHARE CAPITAL

There has been no change in the Authorized Share Capital, issued subscribed and paid share capital during the year under review. The authorized share capital was Rs. 12,50,00,000.00 divided in to 1,25,00,000.00 equity shares of Rs. 10/- and the issued, subscribed and paid up share capital remained Rs. 1,00,07,4300 divided into 1,00,07,430 equity shares of Rs. 10/- each fully paid.

CORPORATE GOVERNANCE

As per schedule of implementation of Corporate Governance Code mentioned in the clause 49 of listing Agreement, the company has implemented the mandatory requirements of the Code.

Corporate Governance Report as set out separately in this Annual Report shall be construed as a part of the Directors' Report. The certificate of the Auditors of the Company regarding compliance of the conditions of Corporate Governance as stipulated in clause 49 of the Listing Agreement with Stock Exchange is enclosed.

DIRECTORS

There has been no change in this constitution of Board of Directors of the Company during the year. However, as per the provisions of Section 256 of the Companies Act, 1956, Sh. Madan Mohan Singla, Director of the Company is due to retire by rotation at the forthcoming Annual General Meeting and being eligible, your Board recommends his re-appointment by the shareholders at the Annual General Meeting.

AUDITORS

M/s S. Kumar Gupta & Associates, Chartered Accountants, the statutory auditors of the company, retires at the forthcoming Annual General Meeting and being eligible and offered themselves for reappointment as Statutory Auditor. The said firm has furnished a certificate to the company to the effect that the proposed appointment, if made, will be in accordance with Section 224 (1B) of the Companies Act, 1956.

As regards their observation in the Auditors Report, the respective notes to the accounts are self-explanatory and therefore do not call for any further comments.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to sub section (2AA) of Section 217 of the Companies Act, your directors confirm that:

(i) In the preparation of Balance Sheet and the Profit & Loss Account of the Company, the applicable accounting standards have been followed and there are no material departures.

(ii) The Directors 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 Profit or Loss of the company for that year.

(iii) The Directors have taken proper and sufficient care to the best of their knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the Company and preventing and detecting fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

WORKING CAPITAL

Working capital arrangements have been continued with Punjab National Bank, Chandigarh to the extent of 1875.00 lacs & Rs. 10.00 lacs FB & NFB respectively, which are considered satisfactory to cater all working capital needs of the company.

LISTING

The Shares of the company are listed at "Over The Counter Exchange of India (OTCEI)", Mumbai. The listing fee to the stock exchange is being paid regularly.

DIVIDEND

In order to strengthen the financial position of the company, your directors do not recommend any dividend.

PUBLIC DEPOSITS

The company has not accepted any deposits during the year with in the meaning of Section 58A of Companies Act, 1956.

PARTICULARS OF THE EMPLOYEES

During the year no employee, whether employed for the whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 217 (2A) of the Companies Act, 1956. Hence, the information required under Section 217(2A) read with the Companies (Particulars of Employees) Rules, 1975, is not to be given. The Directors wish to record their application of the dedication and support of the staff at all levels.

ENERGY, TECHNOLOGY, AND FOREIGN EXCHANGE

Information pursuant to Section 217(i)(e) of the Companies Act, 1956, (disclosure of particulars in the report of the Board of Directors) Rule, 1988 are set out in Annexure - 1, and forms a part of this Report.

HUMAN RESOURCES

Your Company always believes in creating and developing a diverse team of hard working & committed individuals and to accomplish this object, several training programs were organized during the year.

At J T L, employee's initiatives are constantly updated and modified to mark new beginning. The professional development programs are designed to cover every spectrum of individual development. The dedication and commitments of the company's employees have been commendable; the directors wish to acknowledge the excellent contribution made by them towards the successful implementation of the project.

CASH FLOW STATEMENT

As required under clause 32 of the Listing Agreement, a cash flow statement is appended.

ENVIRONMENT AND SAFETY MEASURES

Adequate safety and environmental precautions have been implemented wherever deemed necessary.

ACKNOWLEDGEMENT

Yours Directors take this opportunity to thank the Company's customers, vendors, bankers, shareholders, business constituents for the continuing co-operation and support to the Company.

For & On behalf of J T L Infra Limited

Sd/-

(Mithan Lal Singla) Chairman

Place : Chandigarh Date : 26.08.2009