Jalan Transolutions (India) Ltd

The information required under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with respect to Conservation of Energy, Technology absorption and Foreign Exchange Earnings Outgo forms an integral part of this Board's report and is annexed as Annexure-II.

During the year under review the company has not entered into any Related Party Transaction.

During the year under review the Company does not fulfill the criteria of net worth, turnover and profit for Corporate Social Responsibility (CSR). Section 135 of the

Companies Act, 2013, and the Rule 3(2) of the Corporate Social Responsibility Rules, 2014 provides that:

Every company which ceases to be a company covered under subsection (1) of section 135 of the Act for three consecutive financial years shall not be required to comply with the provisions contained in sub-section (2) to (5) of the said section, till such time it meets the criteria specified in sub-section (1) of section 135.

Since the company has incurred Net losses in the preceding three financial years i.e. 202021, 2021-22, 2022-23, the CSR Committee was dissolved by the board of directors of the company in PREVIOUS AGM.

During the year under review following appointments/ resignation /cessation were made in the board composition

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and rules made thereunder and Regulation 16(1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board meets at regular intervals to discuss and decide on Company / Business policy and strategy apart from other Board business. The notice of board/committee meetings containing detailed schedule, agenda and notes to agenda is circulated among board/committee members minimum seven days before the meeting to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of a special and urgent business need, the notice is sent on shorter period.

The Board of Directors duly met 8 (Eight) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:

The Board has constituted various Committees in accordance with the Act and the Listing Regulations. The Company currently has 4 (four) Committees of the Board, namely Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, and Independent Directors Committee.

A. AUDIT COMMITTEE MEETINGS

Your Company has a duly constituted Audit Committee and its composition is in line with the requirements of the Act and Listing Regulations. As on March 31, 2025, Audit Committee comprised of 2 (Two) Non-Executive-Independent Directors and 1 (One) (Executive Director, Managing Director).

The members of Audit Committee duly met 6 (six) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:-

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Listing Regulations and Section 177 of the Act as applicable along with other terms as referred by the Board.

1. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

2. Review and monitor the auditors' independence and performance and effectiveness of audit process;

3. Examination of the financial statements and the auditors' report thereon;

4. Approval or any subsequent modification of transactions of the Company with related parties;

5. Scrutiny of inter-corporate loans and investments;

6. Valuation of undertakings or assets of the Company, wherever it is necessary;

7. Evaluation of internal financial controls and risk management systems;

8. Monitoring the end use of funds raised through public offers and related matters.

9. Operate the vigil mechanism in the Company.

Apart from above, following are the terms of reference in accordance with the Listing Regulations:

• Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible;

• Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

• Reviewing with the management, the annual financial statements and auditors' report thereon before submission to the board for approval, with particular reference to:

• Matters required forming part of in the Directors' Responsibility Statement forming part of in the Board's report in terms of clause (c) of sub-section 3 of Section 134 of the Act;

• Changes, if any, in accounting policies and practices and reasons for the same;

• Major accounting entries involving estimates based on the exercise of judgment by management;

• Significant adjustments made in the financial statements arising out of audit findings;

• Compliance with listing and other legal requirements relating to financial statements;

• Disclosure of any related party transactions;

• Qualifications in the draft audit report;

• Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

• Discussion with internal auditors of any significant findings and follow up there on;

• Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of material nature and reporting the matter to the Board;

• Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

• To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

• To review the functioning of the whistle blower mechanism; Approval of appointment of CFO (i.e. Chief Financial Officer or any other person heading the finance function or discharging that function) after assessing the qualifications, experience and background, etc. of the candidate;

• Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Your Company has duly constituted Stakeholders Relationship Committee, pursuant to the requirements of Section 178 of the Act read with rules notified thereunder and Regulation 20 of the Listing Regulations.

The Committee addresses issues relating to the Redressal of grievances of shareholders including complaints related to transfer of shares, non-receipt of annual report and other related issues etc. in order to provide timely and efficient service to the stakeholders.

The members of Stakeholders Relationship Committee duly met 4 (four) times during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:-

The dates on which the meetings were held are as follows:-

The terms of reference of the Stakeholders Relationship Committee inter-alia, include the

following:

1. Approve transfers, transmissions, issue of duplicate certificates, transpositions; change of names etc. and to do all such acts, deeds, matters and things as connected therein;

2. Monitor and review any investor complaints received by the Company or through SEBI, SCORES and ensure its timely and speedy resolution, in consultation with the Company Secretary, Compliance officer and Registrar and Share Transfer Agent of the Company;

3. Monitor implementation and compliance with the Company's Code of Conduct for Prohibition of Insider Trading;

4. Carry out any other function as is referred by the Board from time to time and / or enforced by any statutory notification/amendment or modification as may be applicable;

5. Perform such other functions as may be necessary or appropriate for the performance of its duties.

Your Company has a duly constituted Nomination & Remuneration Committee and its composition is in line with the requirements of the Act and Listing Regulations. As on March 31, 2025 Nomination & Remuneration Committee comprised of 2 (Two) Non-Executive- Independent Directors and 1 (One) Non-Executive Non-Independent Director.

The members of Nomination and Remuneration Committee duly met 1 (one) time during the financial year from 01.04.2024 to 31.03.2025. The dates on which the meetings were held are as follows:-

The terms of reference of the Nomination and Remuneration Committee inter-alia, include the following:

1. To formulate and recommend to the Board of Directors the Company's policies, relating to the remuneration for the Directors, key managerial personnel and other employees, criteria for determining qualifications, positive attributes and independence of a director;

2. To formulate criteria for evaluation of Independent Directors and the Board;

3. To identify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal;

4. To carry out evaluation of every director's performance;

The evaluation framework for assessing the performance of Directors comprises of the following key areas:

a. Attendance of Board Meetings and Board Committee Meetings.

b. Quality of contribution to Board deliberations.

c. Strategic perspectives or inputs regarding future growth of Company and its performance.

d. Providing perspectives and feedback going beyond information provided by the management.

e. Commitment to shareholder and other stakeholder interests. The evaluation involves Self-Evaluation by the Board Member and subsequently assessment by the Board of Directors. A member of the Board will not participate in the discussion of his / her evaluation.

During the year the company has undergone under Corporate Insolvency Resolution Process (CIRP) vide Hon'ble National Company Law Tribunal (NCLT) order dated March 4, 2025 in terms of the provisions of Insolvency and Bankruptcy Code, 2016 (IB Code) and regulations framed there-under.

Further, an application of withdrawal was filed on April 8, 2025, which has been accepted by Hon'ble NCLT and on August 21, 2025 in the open court final order was passed and CIRP has been withdrawn and board was restored.

Pursuant to Section 177 of the Companies act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 the Vigil Mechanism and Whistle-Blower Policy is prepared and adopted by Board of Directors of the Company.

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The Vigil Mechanism/Whistle Blower Policy ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The Board of Directors of company has appointed M/s ABP & Co, LLP as the Statutory Auditor of the company in Board meeting held on 2^nd September, 2024. Subsequently the members of the company in their 21^st Annual General Meeting held on 28^th September, 2024 has approved the resolution to appoint M/s ABP & Co, LLP, Chartered Accountants for a period of 5 (Five) years.

The Independent Auditor Report forms part of this Report and it is annexed as Annexure- VIII.

The Report of Auditors of the Company M/s ABP & Co, LLP, Chartered Accountants on the Audited Financial Statement of the Company for the year ended 31^st March, 2025 forms part of this report. The Auditors Report contain qualified opinion on the standalone financial statement of the company. The Board's explanation on the Auditors' Qualification is as follow:

The Auditors during the performance of their duties have not identified any offence of fraud committed by the Company or its officers or employees. Therefore, no frauds have been reported to the Central Government under Section 143 (12) of the Act.

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014, during the year under review the Internal Audit of the functions and activities of the Company was to be undertaken by the Internal Auditors of the Company. But due to very low operations and financial crunch being faced by the company, the management decided not to appoint any internal auditor for the company.

Pursuant to the provisions of Section 204 of Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s AMJ & Associates, Company Secretaries (Membership No. 5832 and C.P. No. 5629) for conducting Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report forms part of this Report and it is annexed as Annexure-IV. The Secretarial Audit Report for the Financial Year ended on March 31, 2025 issued by Secretarial Auditor contains the following observations:

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above subject to the following observations:

- The company has maintained Structured Digital Data Base but it is not maintained in accordance with the provisions of Regulation 3 (5) and 3 (6) of the SEBI (Prevention of Insider Trading) Regulation, 2015. The Certificate on Compliance to the requirement Structural Digital Database (SDD) accordance with the provisions of Regulation 3 (5) and 3(6) of the SEBI (Prohibition of Insider Trading) Regulation, 2015 was certified by the company secretary cum compliance officer of the company.

- No Stamp duty was paid on Share Certificates issued by the Company during the year 2017-2018 as required under the provisions of the Indian Stamp Act, 1899.

- No Annual Return as per the requirements of the applicable provisions of the Carriage by Road Act, 2007 and Carriage by Road Rules, 2011 was filed with the concerned authority.

Your Company is listed on NSE EMERGE (SME) platform and in accordance with the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with the provision as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply on listed entity which has listed its specified securities on the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 are not applicable to the company.

As the Company is listed on NSE EMERGE (SME) platform and as per the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015, the compliance with the provision as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of regulation 46 and Para C, D and E of schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 shall not apply on listed entity which has listed its specified securities on the SME Exchange.

Hence being an entity listed on SME Exchange, compliances under Regulation 34 Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. Certificate from Practicing Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority, is not applicable to the company.

The Managing Director and Chief Financial Officer of the Company give annual certification on financial reporting and internal controls to the Board in terms of Regulation 17(8) of the Listing Regulations, copy of which is attached to this Report. The Managing Director and Chief Financial Officer also give half yearly certification on financial results while placing the financial results before the Board in terms of Regulation 33(2) of the Listing Regulations.

Pursuant to Regulation 40(9) of Listing Regulations, certificates on half-yearly basis, have been issued by a Company Secretary-in-Practice with respect to due compliance of share transfer formalities by the Company.

This audit is carried out every quarter and report thereon is submitted to the stock Exchange as well as placed before the Board of Directors. The Audit Report confirms that the total issued is in agreement with the Paid up Capital of the Company.

The Company maintains appropriate systems of internal controls, including monitoring procedures, to ensure that all assets and investments are safeguard against loss from unauthorized use or disposition. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly. M/s Yogendra Jain & Co., Chartered Accountants, Internal Auditors of the Company, submit their report periodically which is placed before the Board and reviewed by the Audit Committee.

Provision of Cost Audit is not applicable on your Company. Accordingly, your Company is not required to conduct the cost audit for the financial year 2024-25.

The detailed Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of Listing Regulations is presented in a separate section forming part of this Report as Annexure-V.

The Institute of Company Secretaries of India had revised the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) with effect from 1st October 2017. The Company is in compliance with the revised secretarial standards.

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 thereunder. As Under Section 4 of the POSH Act at all workplaces with 10 or more employees, the employer must form an Internal Complaints Committee (ICC). This is an obligation that must be adhered to by public and private organizations.

But In our Organization there are less than 10 employees, So there is no obligation to us to form an Internal Complaint Committee.

Although The Company has zero tolerance towards sexual harassment at the workplace. The Company is committed to providing a safe and Conducive work environment to all of its employees and associates.

The board of directors of the company at their meeting held on 25^th April, 2022 has passed the board resolution to amend the code of conduct for directors and senior management of the company. The amended Code of Conduct is available on the website of the company

During the year under review no Board members and senior management personnel has violated the provision of Code of Conduct.

The board of directors of the company in their meeting held on 14^th November, 2022 has considered and adopted the amendment to the code of conduct for fair disclosure of Unpublished Price Sensitive information and Prevention of Insider Trading and code of conduct to regulate, monitor and report trading by the designated persons and immediate relatives of designated persons. The amended code of conduct for fair disclosure of unpublished price sensitive information is available on the website of the company www.jalantransolutions.com .

The Code of Conduct is applicable to all the directors and such identified employees of the Company as well as who are expected to have access to unpublished price sensitive information related to the company. The Code lays down guidelines, which advises them on procedures to be followed and disclosures to be made, while dealing with shares of Jalan Transolutions (India) Limited, and cautions them on consequences of violations.

Pursuant to the requirements under Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has approved and adopted the policy for preservation of documents and archival policy prescribing the manner of retaining the Company's documents and the time period up to certain documents are to be retained. The amendment to the policy was approved by the board of directors on 14^th November, 2022 and is available on the website if the company www.jalantransolutions.com . The Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents. During the year under review the Company has complied with the provision of Policy for preservation of documents

During the year under review, your Company enjoyed cordial relationship with workers and employees at all levels.

Your company is conscious of its responsibility towards preservation of Natural resources and continuously takes initiative to reduce consumption of electricity and water.

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors confirm that:-

a) In the preparation of the annual accounts for the financial year 2023-24, 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 at the end of the financial year and of the profit of the Company for the financial year;

c) The Directors had 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 the Act. They confirm that there are adequate systems and controls 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) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating properly; 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.

Your Directors would place on record their sincere appreciation to customers, business associates, government agencies & shareholders for their continued support.

Your Directors are also happy to place on record their sincere appreciation to the cooperation, commitments & contribution extended by all the employees of the Jalan Family & look forward to enjoying their continued support & co- operation.