AGM Transcript 23.09.2025

Meeting

Mr. Ashok Goyal, Independent Director and Chairperson of Audit and Nomination and

Remuneration Committee of the Company. He is joining from Chandigarh.

Mr. Rakesh Mohan Garg, Independent Director and member of Audit Committee, Nomination and Remuneration Committee and Chairperson of Stakeholders Relationship Committee, joining from New Delhi.

Mrs. Raman Chadha, Independent Director and member of Audit Committee, Nomination and

Remuneration Committee, Stakeholders Relationship Committee and Chairperson of CSR

Committee. She is joining from Panchkula.

The Chief Financial Of(cid:976)icer, Mr. Naveen Kumar Laroiya has joined this Annual General Meeting from Chandigarh. Besides this, statutory auditors, secretarial auditor, scrutinizers appointed for this AGM and other invitees are participating through video conferencing from their respective locations.

Now, I will request Mr. Sukhdev Raj Sharma, Chairperson to address the Stakeholders.

Over to Sukhdev Sir.

Mr. Sukhdev Raj Sharma (Chairperson)

Good morning, ladies and gentlemen. I Sukhdev Raji Sharma welcome you all to the 34th Annual

General Meeting of the shareholders of JTL Industries Limited. It’s my proud privilege to address you all as the Chairman of the Board. In compliance with the Circulars and Directives issued by the Ministry of Corporate Affairs and the Securities and Exchange Board of India and the applicable provisions of the Companies Act, 2013, this Annual General Meeting is being held through video conferencing. I greatly appreciate you for sparing your valuable time to attend the

AGM of your Company. Since, the requisite quorum is present through video conferencing for this

AGM, I call the meeting to order.

With the permission of the members, I'm now taking the notice of the 34th AGM and the Board's report which are already circulated to all the shareholders as read. As the Statutory Auditor’s report on the Annual Financial Statements, Standalone and Consolidated of the Company for the

(cid:976)inancial year ended 31st March, 2025 and the Secretarial Auditor’s report for the (cid:976)inancial year ended 31st March, 2025, do not contain any quali(cid:976)ication, observation, comment or other remarks, the same are also being taken as read.

Now, I request the Company Secretary to give brief overview of regulatory matters and general instructions pertaining to the Annual General Meeting of the Company.

Thank you.

Mr. Amrender Kumar Yadav (Company Secretary)

Thank you so much Sir.

Now, I request Mr. Naveen Kumar Laroiya, the Chief Financial Of(cid:976)icer of the Company to take you through key developments and operational performance of (cid:976)inancial year 2024-25.

Over to CFO.

Mr. Naveen Kumar Laroiya (Chief Financial Of(cid:976)icer)

Good morning, dear shareholders, ladies and gentlemen. I Naveen Kumar Laroiya take immense pleasure to welcome you all to the 34th Annual General Meeting of your Company. I hope that all the shareholders, their family members and other associates are in good health and spirits. Now,

I would like to give you a brief overview of the (cid:976)inancials and other major events that took place during the (cid:976)inancial year 2024-25.

During the (cid:976)inancial year 2024-25, the Company recorded consolidated revenue from operations of Rs. 1916 Crores as compared to Rs. 2041 Crores in the previous (cid:976)inancial year. On standalone basis, the Company reported revenue from operations of Rs. 1913 Crores as compared to Rs.

2041 Crores in the previous (cid:976)inancial year. The decline in revenue is primarily driven by intensi(cid:976)ied price-based competition and an increase in (cid:976)lux of low-priced imports which have impacted realizations. Earnings before interest, tax depreciation and amortization (EBITDA) stood at Rs.145.10 Crores as compared to Rs 160.26 Crores in (cid:976)inancial year 2023-24. Pro(cid:976)it before tax (PBT) was Rs. 131.58 Crores down from rupees 149.61 Crores in (cid:976)inancial year 2023-

24, while Pro(cid:976)it after tax (PAT) declined to Rs. 98.81 Crores as against Rs. 112.56 Crores in the previous (cid:976)inancial year.

During the (cid:976)inancial year 2024-25, the Company achieved its highest ever sales volume of

387,555 MTPA marking a robust 13 % year on year growth over 341,846 MTPA achieved in

(cid:976)inancial year 2023-24. This includes volumes which have been contributed by JTL Engineering

Limited, formerly the Nabha Steels and Metals, highlighting the strength of the group's integrated performance.

The key events which we saw during the year 2024-25 are:

Firstly, there was a change in capital structure. During the (cid:976)inancial year 2024-25 on account of conversion of 26,55,988 warrants into equity shares and further on account of issuance of bonus shares thereupon in the ratio of 1:1, 53,11,976 equity shares of face value of Rs. 2/- each were issued to the warrant holders. Further, during the year the Company came up with Quali(cid:976)ied

Institutional Placement. Under QIP, Company allotted and issued 1,42,18,009 equity shares of Rs.

2/- each at an issue price of Rs. 211/- per equity share, aggregating to Rs. 300 Crores. The proceeds from the QIP have been earmarked for part (cid:976)inancing the cost towards capacity expansion of our existing manufacturing facility by setting up a new unit at Raigad, Maharashtra, working capital requirements of the Company and other general corporate purposes. The QIP proceeds have bolstered the capital structure of the Company, signi(cid:976)icantly enhanced the

Company's (cid:976)inancial (cid:976)lexibility and accelerated the Company's ambitious growth plans.

Further, to broaden the Company's shareholder base and to increase the accessibility of

Company's shares to a diverse range of investors, pursuant to the approval of members in their

Extraordinary General Meeting held on October 26, 2024, the issued, subscribed and paid-up equity share capital existing on the record date i.e. November 15, 2024, was subdivided/split such that each equity share having face value of Rs. 2/- each fully paid up was subdivided/split into each into such number of equity shares having face value of Re. 1/- each fully paid up.

Consequent to the above corporate actions, the paid-up capital of the Company as at the closure of (cid:976)inancial year 31st March, 2025 was Rs. 39,30,81,630/- divided into an equal number of equity shares of Re.1/- each.

Expansions and Product Extension

During the year, the Company has aggressively pursued capacity enhancement in product diversi(cid:976)ication as part of its long-term growth strategy. A major milestone was a successful completion of phase one at its subsidiary JTL Engineering Limited, earlier the Nabha Steels and

Metals, which added 5000 MT per month of Hot rolled Coil capacity. This backward integration step signi(cid:976)icantly reduced raw material dependency with lower input costs and enhanced

EBITDA margins. Further, during the year the capacity at the Raipur, Chhattisgarh plant was doubled from 100,000 MTPA to 200,000 MTPA.

To strengthen its value-added product portfolio, Company has made key technological and infrastructure investments. The Company commissioned advanced Direct Forming Technology

(DFT) machines that enabled the production of large diameter, high strength tubes. This technological upgrade not only increased capacity but also enhanced the Company's ability to cater to specialized in high margin applications across infrastructure, engineering and construction sectors. The Company also expanded its product range by entering entirely into new verticals. The Company has announced a Green(cid:976)ield project to set up a Lattice Tower manufacturing plant at Derabassi, Punjab, which will serve sectors like telecom, railways, and pre-engineered buildings with an initial capacity of 1500 MT per month. In a further push towards diversi(cid:976)ication, the Company began operations at the RCI plant in Baddi, Himachal

Pradesh, focusing on copper and brass alloy products through a job work arrangement. This marks JTL’s entry into Non-ferrous product segments with future potential and defense applications such as bullet casings.

Further, the Company has decided to establish a new ERW, pipe manufacturing facility focus on producing ASTM/API grade pipes commonly used in sectors like oil and gas and heavy engineering. This Green(cid:976)ield project aims to strengthen JTL’s presence in high speci(cid:976)ication, Value added segments.

Dividend

During the year under review, the turnover and pro(cid:976)itably of the Company has declined a little bit due to the prevailing market conditions, which is quite negligible. However, the Board of

Directors in its meeting held on May 27, 2025 had recommended a (cid:976)inal dividend of 12.5 % per equity share of face value Re. 1/- each for the (cid:976)inancial year 2024-25. Further, members are informed that the promoter, promoter group shareholders comprising of 48.91 % of the shares of the Company are waiving their (cid:976)inal dividend on equity shares held by them. The promoter, promoter group have taken this decision to retain pro(cid:976)its within the Company for business expansion strengthening Reserves and supporting long term growth objectives.

Current year's scenario

Company is committed by for continuous growth and expansion are ambitious plan to achieve a manufacturing capacity of 10,00,000 MTPA by FY 2025-26. We are further committed to expand our manufacturing capacity to 15,00,000 MTPA by FY26 and 20,00,000 MTPA by the FY27. This re(cid:976)lects our strong belief in the promising future of the Company. By adopting advanced technologies like DFT, we have improved operational ef(cid:976)iciency broadened our product offerings and established a strong presence in emerging markets. Our expansions are carefully aligned with the increasing requirement for steel tubes in sectors such as infrastructure, construction, and agriculture.

Strategical way ahead

In the coming years, the Company anticipates strong revenue growth and robust EBITDA driven by increased production volumes and operational ef(cid:976)iciencies. The strategic integration of JTL

Engineering Limited has signi(cid:976)icantly strengthened our margins by enabling reliable in house called production, reducing dependence on external suppliers and improving cost ef(cid:976)iciencies.

Additionally, the introduction of DFT technology has provided us with a competitive advantage enhancing both our manufacturing precision and overall product quality. Our focus on relentless innovation strategic expansion and operational excellence remains central to our growth strategy. By continually investing in advanced technologies, optimizing processes and expanding our market reach, we aim to reinforce our leadership position in the industry. Through these initiatives, we are committed to delivering sustainable and exceptional value to our shareholders, customers and employees ensuring long term growth and resilience for the Company.

Lastly, we would like to express our sincere gratitude to all the Directors of the Board for their valued support in guiding the Company. We are deeply grateful to our dedicated employees; our team is passionate and has made our achievements possible despite challenging situations over the years. We would like to express our thankfulness and heartfelt gratitude towards the

Company's bankers, investors, (cid:976)inancial institutions, shareholders, distributors, customers, and all other stakeholders for their con(cid:976)idence and their continuous support.

With this, I hand over to the Company Secretary to proceed further.

Thank you.

Mr. Amrender Kumar Yadav (Company Secretary)

Thank you, CFO.

Members are requested to kindly note that the present AGM is being conducted to transact the businesses speci(cid:976)ied in the notice of the Annual General Meeting dated 27th August, 2025.

Members are also further requested to kindly follow the instructions for voting at Annual General

Meeting with respect to item of the business, if they have not earlier voted through remote voting.

The Register of Directors and KMPs and their shareholding and the Register of Contracts or

Arrangements in which directors are interested are available for physical inspection at the

Registered of(cid:976)ice of the Company.

At this meeting, we will take up the resolutions as set forth in the notice. I would like to inform that there are 12 resolutions that are to be transacted in this meeting. The requisite quorum is present. The shareholders may kindly take note that in terms of the applicable provisions of the

Companies Act, 2013 read with the relevant circulars thereunder and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015, the Company had provided the facility to cast their vote through remote e-voting system administered by the Central Depository

Services (India) Limited from 20th September, 2025 to 22nd September, 2025. Further, the facility to vote at the meeting is available during and 15 minutes after the conclusion of the meeting for all those equity shareholders who are present at the AGM and who have not cast their votes by availing the remote e-voting facility.

M/s SV Associates, Proprietor Mr. Sahil Malhotra, Practicing Company Secretary has been appointed as the scrutinizer of the said meeting of equity shareholders of the Company to conduct the remote e-voting and voting at the meeting in a fair and transparent manner.

Now, I would like to move on to the agenda items to be transacted at this meeting. There are 12 agenda items which are to be passed as Ordinary or Special resolution by the members.

ORDINARY BUSINESSES ARE

SPECIAL BUSINESSES ARE