JNK India Ltd

To,

The Members of,

JNK India Limited

Your directors have pleasure in presenting their 14th Annual Report on the business and operations of the Company together with the audited financial statements for the financial year ended March 31, 2024. As this marks the inaugural report subsequent to the Initial Public Offering ("IPO") and listing of equity shares of the Company on BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE"), (collectively referred to as the "Stock Exchanges,") the Board extends a warm welcome to public shareholders. We eagerly anticipate your continued support in the future.

1. FINANCIAL PERFORMANCE:

The Company's financial performance for the financial year ended on March 31, 2024 under review along with previous year's figures are given hereunder:

(Rs. in Millions)

a) BUSINESS OPERATIONS

In the financial year 2023-24 the Company has successfully booked the following projects:

Standalone:

The standalone operating revenue including other income of the Company for the year under review was Rs. 4799.76 million against Rs. 4096.03 million in the previous year. Standalone net loss/ profit after tax for the year under review stood at Rs. 617.35 million as against net loss/profit after tax of Rs. 466.34 million in the previous year.

Consolidated:

The consolidated operating revenue including other income of the Company for the year under review was Rs. 4853.95 million as against Rs. 4115.45 million in the previous year. Consolidated net loss/profit after tax for the year under review stood at Rs. 626.49 million as against net loss/profit after tax of Rs. 465.74 million in the previous year.

b) FUTURE PLANS AND STRATEGIES

The Company has achieved its order book size of Rs. 2279.90 million in the financial year 2023-24 and it is targeting to achieve order book size of Rs. 8000 million in the financial year 2024-25.

3. CONVERSION OF COMPANY TO PUBLIC LIMITED COMPANY & CHANGE OF NAME OF THE COMPANY

Looking at the expanded business activities of the Company, future business growth and flexibility, more financial leverage, easy access to funding and fund raising by initial public offering, the Company has been converted into a Public Limited Company. Subsequently, name of the Company has been changed from JNK India Private Limited to JNK India Limited as approved by the Registrar of Companies, Mumbai ("ROC") after making required amendments to its Memorandum and Articles of Association. ROC has issued fresh certificate of incorporation on May 26, 2023.

During the year under review, the Company has adopted new set of Articles of Association of the Company in view of Conversion of the Company into Public Limited Company in the Extra- Ordinary General Meeting held on April 14, 2023 with the approval of the members.

4. AMENDMENT OF OBJECT CLAUSE OF MEMORANDUM OF ASSOCIATION

The Company has altered the object clause of the Memorandum of Association in the Extra- Ordinary General Meeting held on April 14, 2023 with the approval of the members.

5. INITIAL PUBLIC OFFER & LISTING OF EQUITY SHARES OF THE COMPANY

During the year under review, your Company initiated the process of an Initial Public Offering ("IPO") of 1,56,49,967 equity shares of face value of Rs. 2 each of the Company for cash at a price of Rs. 415 per equity share (including a premium of Rs. 413 per equity share), comprising of a fresh issue of 72,28,915 equity shares aggregating to Rs. 3,000 Million and an offer for sale of 84,21,052 equity shares aggregating up to Rs. 3,494.73 Million by the selling shareholders.

The issue opened on April 23, 2024 and closed on April 25, 2024. The issue was led by book running lead managers viz. IIFL Securities Limited and ICICI Securities Limited. The Company successfully completed the IPO process and the equity shares of the Company were listed on National Stock Exchange of India Limited and BSE Limited on April 30, 2024.

The main objects and utilization of net proceeds from the IPO are as follows:

(Rs. in Millions)

LISTING OF SECURITIES AND ANNUAL LISTING FEES:

All the equity shares of the Company i.e., 55620915 equity shares of Rs. 2/- each are listed on both the platforms i.e BSE and NSE. The script code of the Company at BSE is 544167 and NSE Security Symbol JNKINDIA and ISIN of Company is INE0OAF01028. The Company has paid the Annual Listing Fees for the year 2024-25 to BSE and NSE, where the Company's shares are listed.

6. SHARE CAPITAL

During the year under review, the authorised share capital of the Company is Rs. 20,00,00,000/- divided into 10,00,00,000 equity shares of Rs. 2/- each and Issued, Subscribed and Paid-up Capital is Rs. 9,67,84,000/- divided into 4,83,92,000 equity shares of Rs. 2/- each.

During the year under review, the Company has allotted 78,400 equity shares of Rs. 10/- each to Employees who have exercised Stock Option under "JNK Employees Stock Option Plan, 2022" in the Board meeting held on April 12, 2023.

During the year under review, the Company had sub-divided the face value of the Equity shares of the Company from Rs. 10/- to Rs. 2/- in the Extra Ordinary General Meeting of the Company held on April 14, 2023.

The Company has not issued any equity shares with differential voting rights, sweat equity shares, bonus shares or shares on right issue basis. The Company has not bought back any of its shares.

Changes in Paid-up, Issued and Subscribed Share capital of the Company pursuant to its Initial Public Offer ("IPO")

Pursuant to IPO, the Company has allotted 72,28,915 equity shares of face value of Rs. 2/- each on April 26, 2024. Consequently Issued, Subscribed and Paid- up share Capital of the Company is increased to Rs. 11,12,41,830/- divided into 5,56,20,915 equity shares of Rs. 2/- each.

7. DIVIDEND

During the year under review, the Company declared and paid a final dividend of 15% i.e. Rs. 0.30 per share on the 4,83,92,000 equity shares of face value of Rs. 2 each aggregating to Rs. 1,45,17,600 for the financial year ended on March 31, 2024.

The Board has recommended a final dividend of 15% i.e. Rs. 0.30 per share on the 5,56,20,915 equity shares of face value of Rs. 2 each for the financial year ended on March 31, 2024 subject to approval of the Members at the forthcoming Annual General Meeting. The total amount of Dividend, to be disbursed for the financial year 2023-24, is Rs. 1,66,86,275/-, subject to applicable TDS. Further, the Dividend amount will be paid out of the profits of the Company. The Dividend for the financial year 2023-24 shall be paid to those Shareholders and Beneficial Owners, whose names appear in the Register of Members (RoM) as on the cut-off date for dividend payment.

8. DIVIDEND DISTRIBUTION POLICY ("DDP")

The Company adopted the DDP on June 9, 2024. There has been no change in DDP during the year, and the same is disclosed on the Company's website:

https://drive.google.com/file/d/1Q zKchSqoR8dxf1 S-oe1ILELSH-bEE /view

ASSOCIATE COMPANIES

The Company has following two wholly owned subsidiaries and during the year under review these subsidiaries are not material subsidiaries as per SEBI Listing Regulations:

a) JNK India Private FZE: This subsidiary is mainly engaged in the erection works of CCR, NHT, MHC and CDU (A, B & C) Heaters for Dangote Oil Refinery and petrochemicals project.

b) JNK Renewable Energy Private Limited: This subsidiary is engaged in the business of Solar EPC.

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013 (the "Act") read with the Companies (Accounts) Rules, 2014 and in accordance with applicable accounting standards, a statement containing the salient features of financial statements of your Company's subsidiaries in Form No. AOC- 1 is annexed as Annexure-A. In accordance with the provisions of Section 136 of the Act and the SEBI Listing Regulations, the audited Financial Statements, including the consolidated financial statements and related information of the Company and financial statements of your Company's subsidiaries have been placed on the website of the Company viz.

https://www.jnkindia.com/

Your Company has formulated a Policy for determining Material Subsidiaries. The said policy is available on the website of the Company at

https://drive.google.com/file/d/149GtE0kKaqzUCyLzNPbB42wyczS-jq0p/view

No Company has become/ceased to be an Associate or Joint Venture during the 2023-24.

The Company does not have any Associate Company or any Joint Venture.

10. BOARD OF DIRECTORS AND THEIR MEETINGS

The Board of Directors consists of 8 Directors, out of which 4 are Non-Executive and Independent Directors including one women Director and 1 Non-Executive and Non-Independent Director and 3 are Executive and Non-Independent Directors. The composition is in compliance with the Act and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. Arvind Kamath (DIN: 00656181), Whole Time Director, and Mr. Bang Hee Kim (DIN: 03117636), Non-Executive Director, are liable to retire by rotation at the ensuing Annual General Meeting, being eligible for re-appointment and both have offered themselves for the same. A brief resume and particulars relating to them are given separately under the Annexure to Notice of ensuing Annual General Meeting.

During the year following changes have been made in the Board:

NUMBER OF BOARD MEETINGS HELD

The Board of Directors duly met 12 (twelve) times during the financial year 2023-24. All the Board Meetings were held as per Section 173 of Act with all the relevant rules & regulations related to that. Secretarial Standard-1 (Board Meeting) and SEBI Listing Regulations are duly complied with.

The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Corporate Governance Report which forms part of this Annual Report.

11. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. The Nomination Remuneration Evaluation Policy is available on the website of the Company at

https://drive.google.com/file/d/1zAKFWf34F33RIjxgfMBY0ecRrsDfy D-/view

12. KEY MANAGERIAL PERSONNEL ("KMP")

Pursuant to the provisions of Section 2(51) and 203 of the Act read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 following persons are acting as Key Managerial Personnel ("KMP") of the Company as on March 31, 2024.

#Mr. Arvind Kamath (DIN: 00656181) is appointed as Whole Time Director with effect from April 1, 2023 and Chairperson of the Board with effect from June 3, 2023.

##Mr. Goutam Rampelli (DIN: 07262728) is appointed as Whole Time Director with effect from April 1, 2023.

###Mr. Dipak Bharuka (DIN: 09187979), who was Chief Executive Officer, is appointed as Whole Time Director and designated as Whole Time Director & Chief Executive Officer with effect from July 19, 2023.

Except the above mentioned, there was no appointment, resignation or change in designation of the Key Managerial Personnel (KMP).

13. INDEPENDENT DIRECTORS

The Company has complied with the definition of Independence according to the Provisions of section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations. The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Act. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of SEBI Listing Regulations.

The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Board and Senior Management and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

14. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying it in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Company's procedures and practices. The Company has through presentations, at regular intervals, familiarized and updated the Independent Directors with the strategy, operations and functions of the Company. The details of such familiarisation programs for Independent Directors are explained in the Corporate Governance Report which forms part of this Annual Report. The detail of the familiarisation policy is available on the website of the Company at https://www.jnkindia.com/

15. FORMAL ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

The Act and the SEBI Listing Regulations stipulate the evaluation of the performance of the Board, its Committees, Individual Directors and the Chairperson. During the year, the Board of Directors has carried out an annual evaluation of its own performance and individual directors pursuant to a guidance note dated January 5, 2017 released by Securities and Exchange Board of India ("SEBI") on the evaluation of the board of directors of a listed company ("Guidance Note"). The performance of the Board and individual directors was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

16. DISCLOSURE RELATED RESTRICTION ON PURCHASE BY COMPANY BY OR GIVING OF LOANS FORPURCHASE OF ITS SHARES

During the year under review, the Company has not provided any loan or financial assistance to any person for purchase or subscription of shares in the Company as per the provisions of Section 67 of the Act. Hence, no disclosure required to be provided.

17. COMMITTEES

During the year under review, the Company had been converted into Public Limited Company with effect from May 26, 2023 and also initiated the process of IPO, therefore the Board by passing resolutions in its meeting held on June 3, 2023 constituted/ re-constituted the following committees ("Committees") under the provisions of the Act and SEBI Listing Regulations:

a. Audit Committee;

b. Stakeholders' Relationship Committee;

c. Nomination and Remuneration Committee;

d. Risk Management Committee; and

e. Corporate Social Responsibility Committee.

During the year under review, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board. A detailed note on the composition of the Board and its Committees, including its terms of reference is in line with the provisions of the Act and the SEBI Listing Regulations and provided in the Corporate Governance Report which forms part of this Annual Report.

Apart from above Committees, the Board, by passing resolution in its meeting held on June 9, 2023, reconstituted IPO Committee comprising of Mr. Arvind Kamath, Whole Time Director, Mr. Goutam Rampelli, Whole Time Director, and Mr. Balraj Kishor Namdeo, Independent Director. Only one meeting of IPO Committee held on April 22, 2024 which was attended by all three aforesaid members of said committee.

Further the Board, by passing resolution in its meeting held on April 11, 2024, constituted Committee of Independent Directors, with respect to IPO, comprising of Mr. Balraj Kishor Namdeo, Independent Director, Mr. Mohammad Habibulla, Independent Director, Mr. Raman Govind Rajan, Independent Director and Mrs. Sudha Bhushan, Independent Director. Only one meeting of Committee of Independent Directors held on April 16, 2024 which was attended by all four aforesaid members of said committee.

Both aforesaid IPO Committee and Committee of Independent Directors have been dissolved by the Board by passing resolution in its meeting held on May 30, 2024.

18. RISK MANAGEMENT

The Board of the Company has constituted a Risk Management Committee to review and assess the risk management process in the Company. The Committee is responsible to ensure that appropriate methodology, processes and systems are in place to monitor, evaluate and mitigate risks associated with the business of the Company.

Your Company has framed and implemented a Risk Management Policy for the assessment and minimization of risk, which may be accessed at

https://drive.google.com/file/d/1wn07VpGIomz5FyI6-mDSU74kpsnx2gYD/view

19. DISCLOSURE UNDER SECTION 67(3) (C) OF THE COMPANIES ACT, 2013

No disclosure is required under Section 67(3)(c) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 in respect of voting rights not exercised directly by the employees of the Company as the provisions of the said section are not applicable.

20. DEPOSITS

The Company has not accepted deposits from the public falling within the ambit of Section 73 of the Act during the financial year 2023-24.

21. RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year 2023-24 were on an arm's length basis and were in the ordinary course of business and are in compliance with the applicable provisions of the Act. The details of material related party transactions as required under provisions of section 134(3)(h) of the Act read with rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC-2, which is annexed to this Board's Report as 'Annexure C'.

However, the details of transactions with Related Parties are provided in the Company's financial statements in accordance with the Accounting Standards. All Related Party Transactions are presented to the Audit Committee and the Board. Omnibus approval is obtained for the transactions which are foreseen and repetitive in nature. A statement of all related party transactions is presented before the Audit Committee and the Board on a quarterly basis, specifying the nature, value and terms and conditions of the transactions. The Related Party Transactions Policy is available on our website, at

https://drive.google.com/file/d/1uxwzeU1cz18VAxdVhyFOoeb5utdjyDYj/view

22. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024 in the prescribed Form no. MGT-7 is available on the Company's website at https://www.inkindia.com/

23. DISCLOSURE ABOUT DISQUALIFICATION

None of the Directors of the Company are disqualified under section 164(2) of the Act.

24. ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. The Company is committed to continuously take further steps to provide a safe and healthy environment.

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

During the year under review, no loan was given and there was no guarantee given or security provided pursuant to section 186 of the Act.

26. DETAILS OF LOANS AVAILED FROM DIRECTORS OR THEIR RELATIVES

Pursuant to Clause (viii) of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014, details of loans availed during the year under review from directors of the Company have been given in the Notes to the Financial Statements. However, there was no loans availed from the relatives of directors of the Company.

27. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, your Directors, to the best of their knowledge and ability, hereby confirms that:

a) in the preparation of the annual accounts the financial year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of its profit for the year ended on that date;

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

d) the directors had prepared the annual accounts on a 'going concern' basis;

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

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.

a) Statutory Auditors

M/ s. CVK & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 101745W) were appointed as Statutory Auditors of the Company for a period of 5 years at the annual general meeting ("AGM") held on August 14, 2019, to hold office from the conclusion of the said AGM until the conclusion of the AGM of the Company to be held for financial year ending on March 31, 2024. Tenure of existing Statutory Auditors for two terms of 5 consecutive years will expire at the ensuing AGM of the Company as per section 139(2) of the Act.

The notes on Financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remarks.

Your Company, based on the recommendation of the Audit Committee and the Board of Directors vide their resolution of even date September 26, 2024, proposes and recommends to the members of the Company for appointment of M/ s. P G Bhagwat LLP, Chartered Accountants, as Statutory Auditors (Firm Registration Number: 101118W / W100682) for the period of 5 years from the conclusion of the ensuing AGM of the Company until the conclusion of the AGM of the Company to be held for financial year ending on March 31, 2029.

b) Cost Auditors

Pursuant to section 148 of the Act and on the recommendation of Audit Committee, the Board by passing resolution in its meeting held on September 27, 2023, appointed M/s Shekhar Joshi & Company, Cost Accountants, (Firm Registration Number 100448), as Cost Auditor for conducting the audit of cost records maintained by the Company for the financial year 2023-24.

The Board by passing resolution in its meeting held on August 13, 2024, re-appointed M/s Shekhar Joshi & Company, Cost Accountants, (Firm Registration Number 100448), as Cost Auditor for conducting the audit of cost records maintained by the Company for the financial year 2024-25.

c) Secretarial Auditors

Pursuant to section 204 of the Act and on the recommendation of Audit Committee, the Board by passing resolution in its meeting held on July 27, 2023, appointed M/s. Suman Sureka & Associates, Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company for the financial year ending March 31, 2024. According to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Secretarial Audit Report is enclosed as a part of this Board's Report as an Annexure-B.

The observations and comments, appearing in the Secretarial Auditors' Report are self-explanatory and do not call for any further comments. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remarks.

29. EMPLOYEE STOCK OPTION PLAN (ESOP)

With a view to attract and retain key talents working with the Company by way of rewarding their performance and motivate them to contribute to the overall corporate growth and profitability, your Company implemented 'JNK EMPLOYEES STOCK OPTION PLAN, 2022 ("ESOP 2022"). ESOP 2022 was approved by the shareholders at the Extra Ordinary General Meeting held on March 29, 2022 and the eligible employees were granted stock options under the said scheme on March 31, 2022.

During the year under review, ESOP 2022 was amended in order to comply with the requirements of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SEBI SBEB & SE Regulations"). The amended ESOP 2022 was approved by the shareholders at the Extra Ordinary General Meeting held on July 27, 2023.

Your Company's Secretarial Auditors, M/s. Suman Sureka & Associates, Company Secretaries, Mumbai, has certified that the Company's above-mentioned scheme has been implemented in accordance with the SEBI SBEB & SE Regulations.

Pursuant to Regulation 14 of the SEBI SBEB & SE Regulations, a statement giving complete details, as at March 31, 2024, is available on the website of the Company https://www.inkindia.com/

Details of ESOP-2022 as on March 31, 2024

(Pursuant to the provisions of Section 62 read with Rule 12 of Companies (Share Capital and Debentures) Rules, 2014)

Employee wise details of options granted to

* Face value of equity shares of the Company was sub-divided from Rs. 10/- each to Rs. 2/- each with effect from April 14, 2023 pursuant to special resolution passed in the extraordinary general meeting of the Company held on April 14, 2023.

30. CREDIT RATING

The Company has obtained Credit Ratings from CRISIL Ratings Limited for its credit facilities. The Credit rating(s) were as follows:

31. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information on conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as per section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are provided hereunder.

a) Conservation of Energy:

b) Technology Absorption:

Details of earnings in foreign exchange:

(Rs. in Millions)

Details of expenditure in foreign exchange:

(Rs. in Millions)

32. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

In accordance with the provisions of Section 135 of the Act and rules made thereunder the Company has adopted a policy for CSR and the Board has constituted a CSR Committee for implementing the CSR activities. The Annual Report on the CSR activities is appended as "Annexure E" to this Board's Report.

33. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report as stipulated under Regulation 34 read with Schedule V of the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report. Management's Discussion and Analysis Report provides details of the overall industry structure, developments, performance and state of affairs of the Company's business.

34. CORPORATE GOVERNANCE REPORT

In compliance with Regulation 34 and other applicable provisions of the SEBI Listing Regulations, a separate Report on Corporate Governance forms part of this Annual Report. The Secretarial Auditor's certificate on Compliance with the conditions of the Corporate Governance requirements by the Company is attached to the Report on Corporate Governance.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

The Business Responsibility and Sustainability Report as stipulated under Regulation 34(2)(f) of the SEBI Listing Regulations is not applicable for the financial year ended on March 31, 2024.

36. PARTICULARS OF EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure-D to this Board's Report. The statement containing names of the top 10 employees, in terms of remuneration drawn and the particulars of employees as required under the Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members, excluding the aforesaid Annexure. In terms of Section 136 of the Act, the said Annexure is available for inspection at the registered office of the Company during business hours on working days upto the date of forthcoming AGM. Any member interested in obtaining a copy thereof may send an email to investorrelations@ jnkindia.com.

37. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"). All employees (permanent, contractual, temporary and trainees) are covered under this policy.

An Internal Complaints Committee ("ICC") has been set up to redress complaints received regarding sexual harassment at workplace under the provisions of the POSH Act.

There was no complaint received during the financial year 2023-24.

38. WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Pursuant to Section 177(9) of the Act and Regulation 22 of SEBI Listing Regulations, the Company has framed a policy on Whistle Blower/ Vigil Mechanism, which enables any Director, Employee & Stakeholder of the Company to report their genuine concerns / instances of any unethical / improper activity, directly to the Chairperson of the Audit Committee, as a Protected Disclosure. The employees, who join the Company are apprised of the availability of the said policy as a part of their induction schedule. The policy also provides adequate safeguards against victimization of persons, who may use such mechanism.

The said policy is available on the website of the Company at https://drive.google.com/file/d/1RuHhQ5wNodFBskfnAlITr5U9eTVuGqaS/view

39. INTERNAL FINANCIAL CONTROLS

Your Company has implemented Internal Financial Controls over Financial Reporting through policies, procedures and guidelines. The Statutory Auditor of your Company has also given an opinion that the Internal Financial Controls over Financial Reporting are adequate and are operating effectively during the financial year.

40. SECRETARIAL STANDARDS

Your Company has complied with the applicable Secretarial Standards, issued by the Institute of Company Secretaries of India (ICSI), during the period under review.

41. AWARDS AND RECOGNITIONS

Please refer Management's Discussion and Analysis

Report for the awards/recognitions received by the

Company.

42. OTHER DISCLOSURES:

Your Directors state that for the financial year 2023-24, no disclosures are required in respect of the following items and accordingly affirm as under:

i. It is not proposed to transfer any amount to reserves.

ii. No amount or shares were required to be transferred to the Investor Education and Protection Fund under the provisions of the Act.

iii. Your Company has not issued shares with differential voting rights and sweat equity shares during the year under review.

iv. No Buyback of shares were undertaken by the Company during the year under review.

v. No material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report.

vi. The provisions regarding receipt of remuneration or commission from holding or subsidiary of the Company are not applicable for the year under review and hence, the disclosure under Section 197 (14) of the Act is not required.

vii. There was no change in the nature of business during the financial year under review.

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

ix. No significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

x. The Statutory Auditors of the Company have not reported any instances of fraud or irregularities in the management of the Company during the financial year under review.

xi. No petition/ application has been admitted against the Company, under Insolvency and Bankruptcy Code, 2016, by the National Company Law Tribunal.

xii. There was no instance of one-time settlement with any bank or Financial Institutions.

CAUTIONARY STATEMENT:

Statements in this Report, Management Discussion and Analysis, Corporate Governance, Notice to the Shareholders or elsewhere in this Annual Report, describing the Company's objectives, projections, estimates and expectations may constitute 'forward looking statement' within the meaning of applicable laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the Market conditions and circumstances.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their appreciation to the wholehearted support and co-operation the Company has received from the business associates, partners, vendors, clients, government authorities, and bankers of the Company.

The relations between the management and the employees were cordial during the financial year under review. We wish to place on record the appreciation for the contribution made by our employees at all levels. Your Directors appreciate and value the trust imposed upon them by all the shareholders of the Company.

Arvind Kamath

Chairperson & Whole Time Director

(DIN: 00656181)

Place: Thane

Date: September 26, 2024