To,

The Members,

Jattashankar Industries Limited

The Directors of your Company have pleasure in presenting their 38 th Annual Report together with Audited accounts of the Company for the year ended March 31, 2026.

Financial Results

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

Review of Operations

During the year under review, The Company's turnover for the Financial Year 2025-26 is Rs. 12,941.37 Lacs as against Rs. 817.07 Lacs in the previous year. Company has reported Increase in the Profits as your Company expanded operations by Change in its Business Operations during the year. We remain focused on our strategy of offering our customers good quality products at great value, based on the Everyday Low Cost/ Everyday Low Price (EDLC/ EDLP) principle.

Accordingly for Financial year 2025-26 company has incurred Net profit of Rs. 102.50 Lacs as against the Net Loss of Rs. 118.90 Lacs (net of Tax) in the previous year.

Dividend

The Board considering the need to conserve capital to fund the expansion activities as well as to augment working capital requirements do not recommend any dividend for the financial year ended March 31, 2026.

Transfer to Reserves and Surplus:

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

SHARE CAPITAL

a. Authorized Share Capital:

There was no change in the Company's Authorised share capital during the year under review.

Company Changes in its Authorised Share Capital after closure of financial year 2025-26 but before signing this report from the existing Capital Rs. 10,50,00,000/- (Ten Crore Fifty Lakhs Only) divided into 1,05,00,000 (One Crore Five Lakhs) Equity Shares of Rs 10/- (Rs. Ten Only) each to Rs. 13,10,00,000/- (Thirteen Crore Ten Lakhs Only) divided into 1,31,00,000 (One Crore Thirty-One Lakhs) Equity Shares of Rs. 10 (Rs. Ten Only) each in its members meeting held dated 11th June, 2026 through Postal Ballot.

b. Paid-Up Share Capital

There was no change in the Company's Paid-up share capital during the year under review. The Company's paid-up equity share capital as on March 31, 2026 remained at Rs. 4,38,71,000/- comprising of 43,87,100 equity shares of Rs. 10/- each.

c. Issue of Equity Shares with differential Rights

During the year, the company has not issued any equity shares with differential rights pursuant to Section 43 of the Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

d. Issue of Employee Stock Options

During the year, the company has not issued any stock options to its employees pursuant to Section 62(1)(b) read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

e. Issue of Sweat Equity Shares

During the year, the company has not issued any sweat equity shares pursuant to Section 54 of the Companies Act, 2013 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

f. Purchase of its Own Securities by the Company

During the year, the company has not purchased its own securities pursuant to Section 68 of the Companies Act, 2013 read with Rule 17 of the Companies (Share Capital and Debentures) Rules, 2014, therefore, no disclosure is required to be given.

g. Issue of Convertible Warrants through Preferential Basis:

During the year, the company has not issued any Convertible Warrants through Preferential Basis.

Company has issued Convertible Warrants through Preferential Basis after closure of Financial Year 202526 but before signing this Report, pursuant to the approval of the Members and in accordance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and other applicable laws, the Company undertook an issue of convertible warrants through preferential basis of 1,305,000, 1,305,000, 1,425,000, 1,600,000 and 7,58,695 Convertible equity share Warrants at an issue price of Rs.92/- per Warrant (including a premium of Rs.82/- per Warrant), each carrying a right exercisable by the warrant holder to subscribe to one fully paid-up Equity Share of face value of Rs.10/- each within a period of 18 months from the date of allotment. BSE Limited granted its inPrincipal Approval for the said warrants (approval received for 81,55,000 Convertiable warrants) issued on preferential basis dated 16 th June, 2026, and the Board of Directors allotted the Convertible Warrants at its meeting held on June 20, 2026, June 23, 2026, June 24, 2026, June 26, 2026 and June 30, 2026, respectively. (Modified allocation).

Utilization of funds raised through Preferential issue of Convertible Warrants:

The Company had raised funds through Preferential Issue of convertible warrants during June, 2026 by allotting 80,88,695 (Eighty Lakh Eighty-Eight Thousand Six Hundred Ninety-Five) Fully Convertible Warrants. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue. There were no deviation(s) or variation(s) in the utilization of Preferential issue proceeds issued through warrants.

The Board confirms that the preferential issue of Convertible Warrants, their subsequent conversion into Equity Shares, and the utilisation of the issue proceeds were carried out in compliance with the provisions of the Companies Act, 2013, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws.

Change in the Nature of Business:

There is change in nature of business of the Company during the Financial Year under review. The Company discontinued its erstwhile business activity of manufacturing and processing of polyester yarns. The said object relating to the manufacturing and processing of polyester yarns was deleted from the Main Objects of the Memorandum of Association of the Company

The Board of Directors, at its meeting held on 22 nd August, 2025, approved the alteration of the Main Objects of the Company to enable it to undertake business activities relating to agricultural commodities, including the purchase, sale, supply, import, export, trading and distribution of agricultural products, edible oils, food products, commodities and allied goods.

The proposed alteration in the Main Objects of the Memorandum of Association was subsequently approved by the members of the Company at the 37th Annual General Meeting held in 2025.

Accordingly, during the year under review, the nature and scope of the business activities of the Company underwent a change, with the erstwhile object relating to manufacturing and processing of polyester yarns being deleted and the Company's objects being revised to include activities relating to agricultural products, edible oils, food products, commodities and allied goods.

Annual Listing Fees of the Company

The Shares of your Company are listed on Platform of 'BSE Limited'. The annual Listing Fees for the Year 2026-27 has been paid to the exchange.

DIRECTORS OR KEY MANAGERIAL PERSONNEL:

DIRECTORS

As on 31st March, 2026, the Board of Directors of the Company comprised Six Directors, of which three are Executive Directors, and Three Independent Directors (including One Woman Independent Directors). The constitution of the Board of Directors of the Company is in accordance with Section 149 of the Companies Act, 2013 and Regulation 17 of the Listing Regulations and changes in Key Managerial Personnel of the Company as prescribed under Section 203 of the Companies Act, 2013, as amended from time to time.

CHANGE IN CONSTITUTION OF BOARD OF DIRECTORS

During the year under review, there were changes in the constitution of the Board of Directors and the Key Managerial Personnel of the Company.

Following appointments have taken place in the Board of Directors and Key Managerial Personnel:

Following Cessation have taken place in the Board of Directors and Key Managerial Personnel:

Directors retiring by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the relevant rules made thereunder, one-third of the Directors are liable to retire by rotation every year and if eligible, offer themselves for re-appointment at the AGM.

Mr. Vishal Prakashbhai Ashara (DIN: 11150490) Directors being longest in the office, will be liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, they have offered themselves for reappointment.

Pursuant to Regulation 36 of the Listing Regulations read with Secretarial Standard-2 on General Meetings, necessary details of Mr. Vishal Prakashbhai Ashara are provided as an Annexure-I to the Notice of the Annual General Meeting.

Number of Meetings of the Board

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

Key Managerial Personnel

Mr. Keval Jayanti Khudai, Managing Director, Mrs. Meghanaben Chiragbhai Patel, Chief Financial Officer and Mrs. Varsha Maheshwari, Company Secretary are the key managerial personnel of the Company.

During the year under review, there were changes in Key Managerial Personnel as per above said changes in Directors and KMP table.

Declaration by Independent Directors

In accordance with Section 149(7) of the Companies Act, 2013, and Regulation 25(8) of the Listing Regulations, as amended, each Independent Director of the Company has provided a written declaration confirming that he/she meets the criteria of independence as stipulated under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations.

In the opinion of the Board, Independent Directors fulfil the conditions specified in Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Listing Regulations and are independent from Management.

All the Independent Directors of the Company have enrolled their names in the online database of Independent Directors maintained with the Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Board Evaluation

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

Committees of the board Audit Committee

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

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

Composition of Audit Committee of the Company

^ Ms. Richa Sushil Choudhary ceased to be Chairman and member of Committee on 07 th August, 2025.

^ Mr. Jattashankar Poddar ceased to be Member of Committee on 07 th August, 2025

^ Ms. Ruchika Kabra ceased to be Member of Committee on 07 th August, 2025.

* Mr. Harsh Pankajkumar Nayak was appointed as the Chairman & member of the Committee w.e.f. 07 th August, 2025

* Siddharth Parshottam Gajra was appointed as the member of the Committee w.e.f. 07 th August, 2025

* Keval Jayanti Khudai was appointed as the member of the Committee w.e.f. 07 th August, 2025

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

Audit Committee Meetings held and Attendance of Directors during the Year 2025-26

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

Nomination & Remuneration Committee

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

Composition of Nomination & Remuneration Committee of the Company

^ Ms. Richa Sushil Choudhary ceased to be member of Committee on 07th August, 2025.

^ Ms. Ruchika Kabra ceased to be Chairman and Member of Committee on 07th August, 2025.

* Mr. Harsh Pankajkumar Nayak was appointed as the member of the Committee w.e.f. 07th August, 2025

* Siddharth Parshottam Gajra was appointed as the Chairman and member of the Committee w.e.f. 07th August, 2025

The role of NRC includes the areas laid out in Section 178 of the Act and Part D of Schedule II of the SEBI (LODR) Regulations, 2015. The Board of Directors on recommendation of the NRC has adopted a policy for evaluation of the Board, its committees. Nomination & Remuneration Policy has been framed, adopted and implemented by the Nomination and Remuneration Committee, with broad objectives, for determining and recommending the remuneration of the Directors, KMP and Senior Management to the Board.

Stakeholders Relationship Committee

The composition of the Committee is in compliance with the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 SEBI (LODR) Regulations, 2015. The Chairman of the Committee is a NonExecutive Independent Director. During the year, The Company had received complaints and all Complaints had been Resolved.

Composition of Stakeholder's Relationship Committee of the Company :

^ Ms. Richa Sushil Choudhary ceased to be Member of Committee on 07th August, 2025. a Mr. Jattashankar Poddar ceased to be Member of Committee on 07th August, 2025

* Mr. Harsh Pankajkumar Nayak was appointed as the Chairman & member of the Committee w.e.f. 07th August, 2025

* Mr. Keval Jayanti Khudai was appointed as the member of the Committee w.e.f. 07 th August, 2025

Stakeholder's Relationship Committee Meetings held and Attendance of Directors during the Year 2025-26:

Independent Directors Meeting

During the year under review, the Independent Directors met on 26 th March, 2026 inter-alia, to discuss:

Evaluation of the performance of Non independent Directors & the Board of Directors as whole;

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

Evaluation of the quality, content and timelines of flow of information between the management and the board that is necessary for the board to effectively & reasonably perform its duties.

Performance Evaluation of the Board, its committees and Individual Directors including Independent Directors

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

Vigil Mechanism

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and in accordance with Regulation 22 of the Listing Regulations, the Company had adopted 'Vigil Mechanism Policy' for Directors, Employees, and other Stakeholders of the Company to report concerns about unethical behaviour.

The policy provides a mechanism, which ensures adequate safeguards to Employees, Directors and other stakeholders from any victimisation on raising concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, and so on.

The Vigil Mechanism policy is available on the website of the Company at https://j sil.co.in/investor-relation/ Annual Return

Pursuant to Section 92(3) read with section 134(3) (a) of the Act, a copy of the Annual Return of the Company for the financial year under review prepared under Section 92(1) of the Act read with Rule 11 of Companies (Management and Administration) Rules, 2014 in prescribed Form No. MGT-7 for FY 2025-26 will be placed on the website of the Company https://isil.co.in/financial-report/.

Auditors

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

The Auditors have issued an unmodified opinion on the standalone Financial Statements for the financial year ended 31st March, 2026. The said Auditors' Report(s) for the financial year ended 31st March, 2026 on the financial statements of the Company forms part of this Annual Report.

Auditors Report:

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

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

Internal Auditor & Auditors' Report:

As per section 138 of The Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014, the company has Appointed M/s Babubhai Patel & Associates, Chartered Accountants, as Internal Auditor to conduct Internal Audit for the Financial Year 2026- 2027.The Company has received their consent for appointment.

The Internal Audit Report is received by the Company from M/s Fogla Agarwal and Associates LLP, Chartered Accountants and the same is reviewed and approved by the Audit Committee and Board of Directors for the year 2025-2026.

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

Secretarial Audit and Audit Report:

M/s. B.S. Vyas & Associates, Ahmedabad, a proprietorship Firm of Practicing Company Secretaries was appointed as Secretarial Auditors of the Company at the 37 th AGM held on 20 th September, 2025, to hold office from 1st April, 2025 till 31st March, 2030 as the Secretarial Auditors of the Company.

The Secretarial Audit report submitted by them for the financial year 2025-26 in the prescribed form MR3 pursuant to the provisions of Section 204 of the Act received from M/s. B.S. Vyas & Associates, is provided in Annexure-V forming part of this report. The Secretarial Auditors' Report for the financial year 2025- 26 does not contain any qualification, reservation or adverse remarks and the same is self-explanatory.

During the under review, Ms. Kala Agarwal, Practuicing Company Secreatries resigned wef. 22 nd August, 2025 from the post of Practicing Company Secretary of the Company due to change in Management and Promoters of the Company and the new Management's decision to appoint a different Practicing Company Secretary for conducting the Secretarial Audit for further Years.

Deposits

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

Borrowings

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

Compliance of Secretarial Standards

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

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

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

Business responsibility and sustainability report (brsr):

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

Subsidiary / Joint Venture / Associate Companies

As on March 31, 2026, your Company does not have any Subsidiary / Joint Venture / Associate Companies

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

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

All transactions with related parties are in accordance with the RPT Policy. The policy on materiality of related party transactions and dealing with related party transactions ('RPT Policy') formulated by the Board can be accessed at https://isil.co.in/corporate-governance/.

Material Changes and Commitments affecting the financial position of the Company

There were material changes in the management and affairs of the Company during the year under review**, which may have an impact on the future business operations and financial position of the Company. The significant changes are summarised below:

1. Change in Management : During the year, there was a change in the management and constitution of the Board of Directors of the Company. Certain Directors, including the Managing Director and Independent Directors, resigned from their respective positions, and corresponding changes were made in the management of the Company.

2. Change in Main Objects: The Company altered its Main Objects to discontinue the erstwhile business activity relating to the manufacturing and processing of polyester yarns and to enable the Company to undertake activities relating to a gricultural products, edible oils, food products, commodities and allied goods , including their purchase, sale, supply, import, export, trading and distribution. The alteration was approved by the Board on 22 nd August, 2025 and subsequently approved by the members at the 37 th Annual General Meeting held in 2025.

3. Change in Promoters : During the year under review, there was a change in the Promoter and Promoter Group of the Company pursuant to a Share Purchase Agreement dated 20 th December, 2024, entered into between the existing Promoters and members of the Promoter Group and Mr. Tarunkumar Gunvantlal Patel, Mr. Vedant Tarunbhai Patel, Mr. Vishal Prakashbhai Ashara, Mr. Keval Jayanti Khudai and Mr. Nileshbhai Bhagvanji Bapodara ('Acquirers') for sale of 31,82,900 Equity Shares, representing 72.55% of the paid-up equity share capital of the Company, at Rs.60/- per Equity Share.

Consequent to the said transaction, the Acquirers made an Open Offer for acquisition of up to 11,40,646 Equity Shares, constituting 26.00% of the equity share capital of the Company, at Rs.60/- per Equity Share, in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

In this regard, SEBI issued its observations vide letter dated 28th February, 2025. Accordingly, the aforesaid transaction resulted in a change in the Promoter and Promoter Group of the Company.

Except for the aforesaid changes, there were no other material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this Report, which in the opinion of the Board require specific disclosure.

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

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

Particulars of Employees

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

The information required under section 197 of Companies act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of this Annual Report.

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

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace.

The following is a summary of sexual harassment complaints received and disposed off during the year 2025-2026.

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

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

Familiarization Programme for Independent Directors

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

Transfer of Amounts to Investor Education and Protection Fund

There are no amounts due and outstanding to be credited to investor Education and Protection Fund asv on 31st March, 2026.

Corporate Social Responsibility Initiatives

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

Industrial Relations

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

Risk Management Policy:

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

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

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

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

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

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

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

Management Discussion and Analysis Report

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

Corporate Governance

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

Internal Financial Control Systems and their Adequacy

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

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

General :

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions for the same during the year under review:

i. Non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Companies Act, 2013 read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014

ii. Significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

iii. Revision of the financial statements pertaining to previous financial periods during the financial year under review;

iv. Maintenance of cost records as per sub-Section (1) of Section 148 of the Companies Act, 2013;

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

vi. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year and;

vii. The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

viii. Receipt of any remuneration or commission from any of its subsidiary companies by the Managing Director or the Whole-Time Directors of the Company;

ix. Dividend Distribution Policy in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

Directors' Responsibility Statement

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

a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts for the financial year ended 31st March 2026 on a going concern basis;

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

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

Acknowledgement

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

By Oder of the Board

For Jattashankar Industries Limited