Thejo Engineering Ltd

The Board of Directors is pleased to present the Thirty-Ninth Annual Report of the Company (hereinafter referred to as "Thejo"/"Thejo Engineering"/"the Company"/"your Company"/"we"/"us") and its audited financial statements (standalone and consolidated) for the Financial Year ended 31^st March, 2025. The summarised financial results for the year ended 31^st March, 2025 are given below: in lakhs

* Dividend pertains to the Financial Year 2023-24. No appropriation for dividend has been made in the Accounts for the dividend recommended for the Financial Year 2024-25, pending approval by the Members at the ensuing Annual General Meeting.

During the year under review, the Company continued its focus on value-added products under the Manufacturing Division and on pro table operations at site level in respect of the Services and Operation and Maintenance Division. The Company focussed on increased sales accompanied by strict cost management to optimise pro tability. This enabled the Company to increase its turnover and pro tability at the standalone level. Fluctuations in global market and the downfall faced by the mining sector in Australia has reflected in a dip in the revenue as well as pro tability at the consolidated level. The financial performance of the Company at standalone and consolidated levels are given below.

Your Company recorded revenue (from operations) of 43,645.79 lakhs for the year ended 31^st March, 2025 as against 39,157.26 lakhs in the previous year. It achieved an EBITDA of 8,584.51 lakhs (previous year 7,105.40 lakhs), resulting in a net profit of 5,000.57 lakhs as against 3,805.04 lakhs in 2023-24, registering a growth of 20.82%, in terms of EBITDA and 31.42% in terms of net pro t.

The Consolidated Financial Statements of the Company have been prepared as per Ind-AS 110. The Company's consolidated revenue from operations in the year under review aggregated 55,273.55 lakhs (previous year 55,940.49 lakhs) on which it made EBITDA of 9,275.78 lakhs (previous year 10,350.05 lakhs) and net profit (attributable to the Owners of the Company) of 4,989.37 lakhs as against 5,563.87 lakhs in 2023-24, registering a decline of 10.38% and 10.33% in terms of EBITDA and net profit (attributable to the Owners of the Company) respectively.

The Board of Directors is pleased to recommend payment of dividend of 50% i.e., 5/- per equity share of 10/- each for the Financial Year ended 31^st March, 2025 (previous year: 30%). Based on the equity shares outstanding as on 31^st March, 2025, the dividend would absorb an amount of 542.30 lakhs (previous year - 322.92 lakhs). Pursuant to the Finance Act, 2020, the dividend income will be taxable in the hands of the Shareholders with effect from 1^st April, 2020 and the Company is required to deduct tax at source ("TDS") from dividend payable to the Members at the rates prescribed in the Income-tax Act, 1961. The dividend payment is subject to the approval of the Members at the ensuing Annual General Meeting.

The Members of the Company at their 29^th Annual General Meeting held on 26^th August, 2015 had approved the Thejo Employees Stock Option Scheme 2015 ("ESOP 2015"), with a view to attract and retain the best talent and promote increased participation by the employees in the growth of the Company.

The Compensation / Nomination and Remuneration Committee of the Board inter alia administers and monitors the ESOP 2015.

During the year under review, there were no material changes in the ESOP 2015 and the Scheme is in compliance with the SEBI Regulations on ESOPs.

Information in respect of options granted under the Thejo Employee Stock Option Plan 2015 is given in Note 26.9 forming part of the Financial Statements. As per Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, the details of the ESOPs are uploaded on the Company's website https://www.thejo-engg.com/sites/ESOPs2025.pdf

The total shareholding of the Company changed due to the allotments made under ESOP 2015. The details of movement in shareholding are as follows:

A Certificate from the Secretarial Auditors of the Company as required under Regulation 13 of the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, is attached to the Board's Report.

During the Financial Year 2024-25, CRISIL has re-af rmed the long-term credit rating on the bank facilities as CRISIL A/Stable and short-term credit ratings on the bank facilities as CRISIL A1.

The global economy is experiencing uncertainty due to recent U.S. tariff policies leading to disrupted international trade, increased costs and trade tensions. Major economies such as the U.S., Japan, and the Netherlands have adjusted their growth forecasts, while factory activity in China and the UK has moderated. Small and medium-sized businesses are particularly vulnerable, with many re-evaluating their market strategies. The broader global landscape continues to be shaped by a complex mix of economic, political, and social factors, with climate change, technological disruption, geopolitical instability, and macroeconomic volatility—including in ation, policy shifts, and supply chain realignments — affecting raw material availability and cost structures. Despite challenges, the global outlook also exhibits certain positive trends, supported by growing investment in infrastructure, increased adoption of electric vehicles, and a strong push towards renewable energy. Companies with a focus on innovation, adaptive supply chains, and sustainable practices are well-positioned to navigate these dynamics and capture emerging growth opportunities.

India's real GDP growth forecast has been revised downwards by the RBI to 6.5% for the financial year 2025-26 amid tariff hurdles. The core industries, including manufacturing, infrastructure, and energy, remain key drivers of growth. The Index of Eight Core Industries saw a steady growth of 4.4% during FY2024-25, driven by a steady growth in coal, electricity and steel. Agriculture sector is expected to perform well, due to healthy reservoir levels and strong crop production. Manufacturing activity is picking up pace, with business expectations remaining positive. Services sector continues to show resilience, contributing steadily to economic growth. Investment activity has gained traction and is expected to improve further on the back of sustained higher-capacity utilization, the government's continued focus on infrastructure spending, healthy balance sheets of banks and corporates, along with the easing of financial conditions. Merchandise exports may face pressure due to global uncertainties. Geopolitical risks pose potential obstacles to growth, making India's economic trajectory uncertain despite strong sectoral performances.

Australia's economic performance in FY2024-25 experienced modest growth amidst scal pressures. The mining sector went through a transitional phase due to unstable global commodity prices, shifting demand, and stricter regulations—particularly affecting critical minerals. Looking ahead to FY2025–26, Australia's economic outlook is cautiously optimistic. The International Monetary Fund forecasts GDP growth to reach 2.1% in 2025, supported by a gradual recovery in private demand, easing monetary policy, and a rebound in dwelling construction. Despite risks of potential delay in in ation reduction and labour market adjustments, Australia's economy is on a path to gradual recovery. The government's policy initiatives aim to support long-term economic resilience, but achieving scal sustainability will require careful management of public nances. The mining sector navigated a complex landscape of market fluctuations and regulatory changes and this had an adverse impact on the performance of our subsidiary Thejo Australia Pty Ltd. The industry's resilience and adaptability are expected to position it for a steady recovery and sustainable growth in future.

Saudi Arabia's mining sector is expected to register significant growth in FY2025–26, driven by the Kingdom's Vision 2030 strategy to diversify its economy beyond oil. The sector is likely to make a substantial contribution to GDP, driven by significant investments in gold and phosphate projects, alongside planned expansion in lithium and copper through international collaborations. The government is incentivizing exploration while aiming to create numerous jobs. Despite environmental and workforce challenges, Saudi Arabia is positioning itself as a global mining hub by capitalizing on its vast mineral reserves and strategic collaborations. Thejo Hatcon Industrial Services Company is expected to capitalise on the business opportunity and enhance growth.

The outlook for the Brazilian economy is a moderate slowdown from its recent growth, with GDP growth projected to decrease to 2.2% in 2025. This is primarily due to higher interest rates, a challenging external environment, and a slowdown in household consumption. However, there are some positive factors, including potential export growth and resilience in the labour market and primary sector. Brazil is positioning itself as a key player in the global mining industry, balancing economic growth with environmental and social considerations. Despite fall in the current year's performance of our subsidiary in Brazil, on the back of low base and steady establishment of our products with key clients, Thejo Brasil Comercio E Servicos Ltda, could target growth in this geography.

Chile's economy is expected to grow moderately in 2025, driven by recovering investment and strong exports, particularly in mining. However, risks remain due to volatile global trade conditions and potential impacts on investment decisions. In ation is projected to remain above the central bank's target in early 2025,but is expected to ease over the medium term. With the steady establishment of our products and our brand in the market, our subsidiary in Chile, Thejo Engineering LatinoAmerica SpA, is expected to perform well in the coming years.

The UAE is forecasted to achieve strong GDP growth of 4.5% in 2025 and 5.5% in 2026, driven by vibrant non-oil sectors like tourism, real estate, and financial services. Economic diversi cation initiatives and a focus on digital transformation are attracting significant foreign investment and reinforcing the country's global competitiveness. Featured with better logistics and connectivity to European and African markets, our subsidiary TE Global FZ-LLC at Ras Al-Khaimah targets to improve sales and pro tability through its efforts to establish robust customer base and strict cost management.

In the light of prevailing geo-political tensions and global trade disruptions, our subsidiaries remain focussed at long term growth through sustainable business practices.

As the Company primarily caters to core sector industries, especially the customers in mineral and steel industry, the fortunes of the Company are closely tied to the fortunes of these industries. India's core industries, as measured by the Index of Eight Core Industries (ICI), showed mixed growth patterns in FY25. While overall growth was positive, the ICI reflected a mixed performance with strong gains in cement, coal, steel, fertilizers, and electricity, contrasted by declines in crude oil and natural gas. India's iron and steel industry is projected to see strong growth, with domestic steel demand expected to increase by 8-9%. This growth is primarily driven by increasing demand in infrastructure and construction, as well as rising industrial demand. However, the industry also faces challenges like rising imports and potential pricing pressures. The country's economic outlook will likely hinge on delicately balancing evolving trade relations and efforts to boost domestic consumer demand. The Company continues to focus on quality and value addition as key strategy to business development and optimal returns to stakeholders.

Thejo Engineering Limited is a premium engineering solution provider to mining, mineral processing and bulk material handling industries through manufacturing products and offering onsite maintenance through technical as well as operations and maintenance services. The Company serves a variety of industries like steel, mining, mineral processing, aggregates and sand, power, chemical and fertiliser, cement, ports, etc. The Products business of the Company centres around design, development, manufacture and supply of rubber and polyurethane-based engineered products for belt cleaning, spillage control, flow enhancement, impact and abrasion protection, and screening applications. Thejo Engineering is one of the few companies in the sub-continent offering manufacturing, marketing, and servicing activities under one roof.

Thejo Engineering was listed in the SME-EMERGE platform of the National Stock Exchange of India Limited (NSE) in 2012 and migrated to the Main Board (Capital Market Segment) of NSE in 2023. The Company has global presence with subsidiaries in Australia, Saudi Arabia, Brazil, Chile and Ras Al-Khaimah, UAE. The Company caters to India, Australasia, Middle East, South America, North America, Sub-Sahara and West Africa markets. The Company has manufacturing facilities and in-house R&D Centre in Chennai. The Company has distributor networks in various geographies.

The R&D Centre of the Company is focusing on developing new and innovative products, as well as bringing about continuous improvement of existing products to meet the needs of customers and tap into new markets. One of the primary functions of the centre is to spearhead innovation through researching and developing new techniques, equipment, and processes aimed at improving efffciency, reducing environmental impact, and enhancing safety in operations. The focus is on developing sustainable practices and technologies to mitigate environmental impact. The sustained efforts of the R&D Team have helped the Company to develop diverse product ranges capable of withstanding some of the hardest working conditions in core sector industries. During the year under review, the Company had applied for patents in respect of several products/inventions. As at the end of the financial year, the Company had applied for 42 product patents and three design protections, of which 27 product patents have been awarded and the balance are in process.

Collaboration with industry stakeholders, academia, and government agencies is integral to the functioning of the R&D centre. By fostering partnerships and sharing knowledge, the centre is engaging in collaborative basic research projects with academic universities.

As part of its policy of giving utmost importance to safety, the Safety Department of your Company is continuously evaluating every process at its manufacturing as well as work sites and taking necessary steps for the safety of personnel as well as of properties. The Company conducts safety reviews on regular basis and takes appropriate steps based on the ndings.

The Company has its Excellence Centre to train the technicians of the Company on safety and various technical aspects of the job. Safety, quality and speed are key to our services business.

The Company has been continually focussing on enhancing stakeholder value by exploring new opportunities and growth areas, proactively investing in capability development, expanding into emerging markets, re-skilling its workforce and launching newer services in alignment with its long-term sustainability goals. Majority of the product division output goes to steel sector and mines. The products as well as services offerings of the Company are primarily intended for the core sector industries. Government initiatives such as "Make in India," rapid urbanization, and increased infrastructure investments present significant potential to key core sector industries to modernize operations, embrace sustainable technologies, and expand capacity. These developments signal strong growth prospects for core industries and open up new avenues for the Company to pursue business opportunities.

The Company has a balanced portfolio of products and services, which helps to moderate the impact of cyclicality experienced by its customers. The Company is keen into development of newer products with focus on cost reduction and profit optimisation. Key future opportunities lie in expanding its product portfolio, broadening its client base through operational growth, entering new markets, and strengthening its global distribution network.

Services sector nds talent supply as a challenging area in terms of technical competency, culture, and efffciency. Cost cutting through multiskilled manpower and preventive maintenance through training on safety and skill upgradation could enhance quality service and sustainable, consistent growth and development in the future. International market has good potential for services sector with skilled manpower, for the Company to capitalise.

The Company's bet on Operation and Maintenance (O&M) as the mainstay for the future is yet to materialize at the scale and speed as envisaged by the Company. O&M continues to be viewed as a commodity involving talent supply with consequent price pressures. Under these circumstances, the Company intends to focus primarily on such O&M contracts that would add value to the Company as well as to the customers. The Company continues to expect good potential in O&M in the long term as and when the market matures. The Company has been offering bundled products and is taking various measures to establish its products and services in the overseas markets as well. Mill liners and pipe conveyor maintenance are other areas where the Company believes there will be enormous growth opportunities. Improved distributorship networks, sustainable operations with focus on Environment, Social and Governance (ESG) aspects are the value additions and qualitative factors that would provide competitive edge in the market in the long run.

The global economy continues to show resilience despite facing several strong headwinds, declining global trade, escalating trade tensions and fragmentation, rising financial risks, geopolitical issues on various fronts and ongoing impacts of climate change. Economic volatility, geopolitical tensions, and supply chain disruptions continue to impact cost structures and resource availability. Additionally, increasing regulatory requirements, rapid technological changes, and heightened competition—both from established players and emerging startups—pose significant risks. Cybersecurity threats and data privacy concerns are also escalating, demanding greater investment in digital resilience.

The global steel industry stands at a pivotal juncture, characterized by evolving demand patterns, policy interventions, and the interplay of raw material costs. While policy measures like safeguard duties offer protection to domestic players, global uncertainties, tariffs and raw material dynamics necessitate strategic agility.

The domestic product business is prone to cyclicality in the economy, especially the core sector. The competition from the unorganized sector is a challenge for the services business of the Company. In Operation & Maintenance, there is intense competition with manpower-based contracts being bagged by industry players at lower prices, especially during times of economic downturn.

The Company could be susceptible to strategy, innovation, and business or product portfolio related risks if there is any significant and unfavourable shift in industry trends, customer preferences, or returns on R&D investments. Thejo does have the benefit of being very well entrenched with many of its customers with years of established relationship. Therefore, client concentration related risks are mitigated to an extent. Policy changes in respect of core sector industries will have a direct impact on the business of the Company as it primarily caters to core sector industries in the domestic market.

In the backdrop of the global supply chain disruptions and fluctuations in pricing, the prices of most of the raw materials used by the Company are volatile. The Company is doing its best to address this risk of material prices by framing appropriate procurement and pricing policies aimed at ensuring stability and cost efffciency.

The future outlook remains cautiously optimistic, driven by advancements in technology, increased infrastructure investments, and supportive government policies across key sectors. As global economies gradually stabilize, demand recovery in core industries, rising urbanization, and digital transformation are expected to create new avenues for growth. However, the market will continue to navigate challenges such as geopolitical tensions, regulatory changes, global in ation, climate change and supply chain vulnerabilities. Companies that prioritize innovation, operational resilience, and sustainability will be better positioned to capitalize on emerging opportunities and maintain a competitive edge in an evolving global landscape. Sustainability management with emphasis on Environment, Social and Governance (ESG) practices will be a driver of future business strategy and long-term value creation. Digitisation driven by AI is in process of replacing manpower globally. AI-powered automation and IOT is being deployed to streamline processes, reduce operational costs, improve the quality of products and services, and enhance productivity and efffciency in various industries. As the outlook for the future is positive combined with a high degree of uncertainty and unpredictability, the Company and the Management are prepared to take swift decisions based on emerging situation, keeping the interest of all stakeholders in mind.

The financial performance of the Company during the year under review has shown good growth in terms of standalone turnover and pro tability. The turnover from Manufacturing Division has increased. The Services Division also witnessed a better performance with increase in turnover. The Company has also stepped up its Information Technology spending focussing on enhanced digitization and digitalization. With focus on digitization, corresponding increase is witnessed in related professional costs and computer maintenance expenses. Marginal increase in other costs is commensurate to the increase in operations. Exports registered a growth of about 14% compared to the previous year.

The production of moulded and extruded products was 2,533 tonnes during FY2024-25, registering a marginal dip of about 4% compared to the previous year (2,648 tonnes). The production of adhesives during the year under review was 562 tonnes, showing a growth of 28% over the previous year (438 tonnes).

Your Company has 3 segments of revenue – Manufacturing Units, Service Units and Others. Audited financial results of these segments are furnished in Note 26.3, forming part of the Financial Statements.

The Company has a Risk Management Committee in place, which was constituted by the Board of Directors at their Meeting held on 25^th May, 2023. The Company has put in place a Risk Management Policy encompassing the Enterprise Risk Management Framework for identi cation, assessment, management, monitoring and minimization of risks. It has identified potential risks under various categories like Business Dynamics, Operations, Liquidity, Market/Industry, Human Resources, Systems and Disaster Management. The Company is periodically reviewing the risks and their identi cation, assessment, monitoring and mitigation procedures. It does not perceive any major technological, operational, financial or environmental risks in the near future except for the market volatility due to prevailing trade tariff related challenges and geopolitical tensions and their impact on the global economy.

Your Company has adequate internal control systems combined with delegation of powers and periodical review of the process. The control system is also supported by internal audits and management reviews of documented policies and procedures.

The Company continues to look at, identify, create and execute initiatives that enhance productivity and efffciency. To enthuse the employee base and increase the linear relationship between performance and reward, increments/incentives and stock options are being provided based on performance.

The Company will invest as hitherto in people through various initiatives which enable the workforce to meet the production and service expectations and challenges related thereto and to infuse positive enthusiasm towards the organisation, with keen focus on the training and safety of the employees.

During the Financial Year 2024-25, the Company registered good growth in product and services revenue, resulting in better pro tability. As a result, the pro tability of the Company stood at 5,000.57 lakhs during FY25 as against 3,805.04 lakhs in the previous year. With focus on working capital management, the Company was able to pre-close its term loans and did not have any outstanding as on 31^st March 2025 in respect of the fund-based limits sanctioned by the banks.

As a result of the above factors, the Return on equity increased to 20.73% in FY25 compared to 19.17% in FY24 and there was significant change in the following key financial ratios: Interest coverage ratio increased from 12.59 times to 19.35 times Debt-Equity Ratio decreased from 0.14 times to 0.08 times

Certain statements in the Management Discussion and Analysis, describing the Company's views about the industry, objectives and expectations, etc. may be considered as ‘forward looking statements.' The Company has tried to identify such statements by using words such as ‘expect', ‘anticipate', ‘hope', ‘likely', ‘plan', ‘projected', ‘believe', ‘estimated', etc. While making these statements, the Management has made certain assumptions which it believes are prudent. There is no guarantee that the assumptions would prove to be accurate. Actual results may differ substantially or materially from those expressed or implied in the statements. The Company undertakes no obligation to update any of the statements, whether as a result of any future events, change in assumptions or for any other reason, whatsoever. These statements are purely intended to put certain things in perspective based on the assumptions and estimates of the Management and in no way solicit investment or guarantee any performance or returns. Members and others are requested to make their own judgment before taking any decision to invest in the shares of the Company.

The Company has in place adequate internal financial controls commensurate with its size. During the year, such controls were tested and no reportable material weaknesses were observed.

As on the date of this Report, the Company has ve subsidiaries, namely, Thejo Hatcon Industrial Services Company, Kingdom of Saudi Arabia (Thejo Hatcon) with 51% shareholding, Thejo Engineering LatinoAmerica SpA, Chile (Thejo Chile) with 99.86% shareholding and three Wholly Owned Subsidiaries -Thejo Australia Pty Ltd., Australia (Thejo Australia), Thejo Brasil Comercio E Servicos Ltda, Brazil (Thejo Brasil), and TE Global FZ-LLC, Ras Al-Khaimah, United Arab Emirates (TE Global).

Thejo Hatcon Industrial Services Company (Thejo Hatcon) is engaged primarily in rubber lining and related industrial services activities. During the period, 1^st April, 2024 to 31^st March, 2025, Thejo Hatcon achieved a turnover of SAR 11.80 million ( 2,654.83 lakhs) on which it made a net profit of SAR 2.59 million ( 581.79 lakhs).

Thejo Australia Pty Ltd (Thejo Australia) is primarily engaged in belt splicing, belt jointing, maintenance and related activities including sale of associated products and spares. During the period, 1^st April, 2024 to 31^st March, 2025, Thejo Australia achieved a turnover of AUD 17.49 million ( 9,422.36 lakhs) with a net loss of AUD 0.81 million ( 436.77 lakhs).

Thejo Brasil Comercio E Servicos Ltda (Thejo Brasil) is mainly engaged in selling materials used in core sector industries for bulk material handling, mineral processing and corrosion protection. During the period, 1^st April, 2024 to 31^st March, 2025, Thejo Brasil achieved a turnover of BRL 5.13 million ( 807.80 lakhs) with a profit of BRL 0.90 million ( 142.31 lakhs).

Thejo Engineering LatinoAmerica SpA (Thejo Chile) is primarily engaged in selling materials used in core sector industries for bulk material handling, mineral processing and corrosion protection. During the period, 1^st April, 2024 to 31^st March, 2025, Thejo Chile achieved a turnover of CLP 2,043.56 million ( 1,788.02 lakhs) with a profit of CLP 181.46 million ( 158.77 lakhs).

TE Global FZ-LLC (TE Global) is primarily engaged in selling various products that are manufactured by Thejo Engineering Limited to various customers in the Middle East and other nearby/ related geographies. During the period, 01^st April, 2024 to 31^st March, 2025, TE Global achieved a turnover of AED 0.88 million ( 201.72 lakhs) with a net loss of AED 0.57 million ( 129.85 lakhs).

Particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 are given in Annexure 1, forming part of the Board's Report.

The Company has developed and implemented an Enterprise Risk Management Policy in line with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy, inter alia, envisages identi cation, assessment and treatment of risks.

In terms of Section 135 of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility Committee (CSR Committee), with Mr. Sridhar Ganesh as Chairman and Mr. Thomas John, Mr. V.A. George and Mr. Srinivas Acharya as Members.

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) and a CSR Annual Action Plan indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities. The CSR Policy is provided in the Corporate Governance Report.

During the year 2024-25, the Company was required to incur CSR expenditure of 84.96 lakhs being 2% of the average net profits for the immediately preceding three Financial Years. In compliance with this requirement, the Company spent 85 lakhs on eligible projects approved by the Board on the recommendation of the CSR Committee, thus fully meeting the CSR target for the year under review. Annual Report on CSR Activities for the Financial Year 2024-25 is given in Annexure 2, forming part of the Board's Report. Brief particulars of the CSR projects undertaken is also given as part of Annexure 2.

The Company has formulated a Dividend Distribution Policy in compliance with Regulation 43A of the SEBI Listing Regulations. The same is uploaded on the Company's website at https://www.thejo-engg.com/thejo-admin/upload/allstatutory/DivDisbPolicy.pdf

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the Company's website at https://www.thejo-engg.com/investors/AnnRet

Six meetings of the Board of Directors were held during the year. Particulars of the Meetings held and the Directors present are given in the Corporate Governance Report, which forms part of the Board's Report.

Your Directors state that: a) in the preparation of the annual accounts for the year ended 31^st March, 2025, 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 31^st March, 2025 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) the Directors have prepared the annual accounts 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.

The Policy of the Company on Directors' appointment and remuneration, including criteria for determining quali cations, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013, adopted by the Board of Directors is given in the Corporate Governance Report forming part of the Board's Report.

The Auditor's Report for the year ended 31^st March, 2025 does not contain any quali cation. During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Companies Act, 2013.

M/s. Brahmayya & Co., Chartered Accountants, were re-appointed as Auditors at the 36^th Annual General Meeting of the Company held on 27^th August, 2022 to hold office up to the conclusion of the 41^st Annual General Meeting of the Company.

The Board had appointed Mrs. Sindhuja Porselvam, Practising Company Secretary, to conduct Secretarial Audit for the Financial Year 2024-25. The Secretarial Audit Report of Mrs. Sindhuja Porselvam for the Financial Year is attached as Annexure 3 to the Board's Report. The Secretarial Audit Report does not contain any quali cation, reservation or adverse remark.

As per Regulation 24A of the SEBI Listing Regulations, your Company is required to appoint a Peer Reviewed Practicing Company Secretary as the Secretarial Auditor of the Company. Accordingly, based on the recommendation of the Audit Committee, the Board of Directors have approved and recommended the appointment of Mrs. Sindhuja Porselvam, Peer Reviewed Company Secretary in Practice (ACS 44831, CP 23622, Peer Review No. 5912/2024) Proprietor, M/s. Porselvam and Associates, Chennai, as Secretarial Auditors of the Company, for a term of ve consecutive years from Financial Year 2025-26 to Financial Year 2029-30, on a remuneration of Rs. 1,00,000/- (Rupees One Lakh only) for the Financial Year 2025-26, excluding taxes and other out of pocket expenses, which shall be reimbursed at actuals, and on such other terms as the Board of Directors may determine from time to time, including as to the remuneration for the financial years after Financial Year 2025-26, subject to approval by the Members.

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

For the financial year 2024-25, the Company is required to maintain cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 ("the Act") and get them audited as per the rules framed under the Act. The Company is accordingly making and maintaining such accounts and records. The Board of Directors, based on the recommendation of the Audit Committee, have appointed Ms. Latha Venkatesh, Latha Venkatesh & Associates, Cost Accountant in practice (FRN 101017), as the Cost Auditor of your Company for the financial year 2024-25.

As per Section 148 of the Companies Act, 2013, your Company is required to have the audit of its cost records conducted by a Cost Accountant in practice for the financial year 2025-26. Accordingly, the Board of Directors, based on the recommendation of the Audit Committee, have approved the re-appointment of Ms. Latha Venkatesh, Latha Venkatesh & Associates, Cost Accountant in practice (FRN 101017), as the Cost Auditor of your Company for the financial year 2025-26. As required under the Companies Act, 2013, a resolution seeking rati cation of the remuneration payable to the Cost Auditor forms part of the Notice convening the ensuing 39^th Annual General Meeting.

Particulars of loans given, investments made and guarantees given which are required to be disclosed under Section 186 (4) of the Companies Act, 2013 are given in Annexure 4, forming part of the Board's Report.

Particulars of contracts or arrangements with related parties required to be given under Section 188 (2) of the Companies Act, 2013, in Form No. AOC-2, are set out in Annexure 5, forming part of the Board's Report.

Currently, the Company has eight Committees of the Board of Directors, namely, the Audit Committee, Compensation/Nomination and Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders' Relationship Committee, Allotment Committee, Risk Management Committee, Strategy Committee and Business Opportunity Evaluation Committee. The terms of reference of the Committees are provided in the Corporate Governance Report, forming part of the Board's Report. The composition of the Committees, as at 31^st March, 2025, is as follows:

Notes:

1. The tenure of Mrs. Sujatha Jayarajan, Independent Director, ended on 31^st March 2025, on completion of her second term as an Independent Director. She was the Chairperson/Member of the Committees until 31^st March, 2025.

2. Mr. Sridhar Ganesh was elected as the Chairman of the Compensation/ Nomination & Remuneration Committee at the Meeting of the Committee held on 28^th May, 2025.

All the recommendations made by the Audit Committee during the year were accepted by the Board of Directors, without any exception.

The Company has put in place a Whistle Blower Policy and established the requisite Vigil Mechanism for the stakeholders, including employees and Directors, for reporting concerns about unethical, unlawful, or improper practices, acts or activities in the Company to a designated Committee. The Committee consists of Mr. M.D. Ravikanth, Chief Financial Officer & Secretary, Mr. S Premjit – Senior Vice President (Sales & Services) - India Operations and Mr. Thomas K Abraham – Senior Vice President- HR & Admin. This mechanism also provides for adequate safeguards against retaliatory adverse action against those who report such practices in good faith. The Policy is available on the Company's website at https://www.thejo-engg.com/thejo-admin/upload/policies/WB_Policy.pdf

Mr. Rajesh John (DIN 05161087), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

Mr. Thomas John (DIN 00435035), Director, retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for reappointment.

A brief resume of Mr. Rajesh John and Mr. Thomas John together with related information is given in the Notice convening the ensuing Annual General Meeting.

The Board recommends their re-appointment as Directors of the Company.

The details of Directors and Key Managerial Personnel, who were appointed or have resigned during the Financial Year 2024-25 are as follows: Ms. Subhathra Srinivasaraghavan (DIN 10905747) was recommended by the Compensation /Nomination and Remuneration Committee and the Board of Directors for appointment as an Independent Director, for a continuous period of ve years with effect from 31^st March, 2025. The appointment of Ms. Subhathra Srinivasaraghavan as an Independent Director was approved by the Members of the Company, by means of Postal Ballot through remote e-voting that concluded on 22^nd March, 2025.

In the opinion of the Board, the Independent Director appointed during the year, possess requisite expertise, skills, experience, pro ciency and integrity.

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 Regulation 16(1)(b) of the SEBI Listing Regulations.

None of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the SEBI/Ministry of Corporate Affairs or any such statutory authority in accordance with SEBI Listing Regulations.

None of the Independent Directors will retire by rotation at the ensuing Annual General Meeting.

A formal annual evaluation is required to be made by the Board of its own performance and that of its Committees and individual Directors. Section 178(2) of the Companies Act, 2013 requires the Compensation/ Nomination and Remuneration Committee to specify the manner for effective evaluation of the performance of the Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance. Schedule IV of the Companies Act, 2013 states that the performance evaluation of the Independent Directors is to be done by the entire Board of Directors, excluding the Director being evaluated. Accordingly, the Board of Directors carried out the annual performance evaluation of the Board, its Committees, Individual Directors and Chairpersons during the year under review pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations. As approved by the Compensation/ Nomination and Remuneration Committee, the evaluation of the performance of the Board, its committees and individual directors, for the current year was done through web by lling the questionnaire uploaded in the web module. The performance of the Non-Independent Directors and of the Board as a whole was evaluated by the Independent Directors at a separate meeting held by them. The evaluation of all the Directors made was on the basis of the criteria and framework adopted by the Compensation/Nomination and Remuneration Committee based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

Disclosures relating 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 are attached as Annexure 6 to the Board's Report.

In terms of provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report. However, in terms of proviso to Section 136(1) of the Companies Act, 2013 and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report, excluding the aforesaid information is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any Member who is interested in obtaining these particulars may write to the Company Secretary of the Company.

Your Company is committed to the well-being of the Environment, Society and upholding high standards of Governance. The Company's philosophy on Corporate Governance guides its business strategies and ensures scal accountability, ethical corporate behaviour and fairness to all stakeholders comprising employees, investors, customers, regulators, suppliers and the society at large. Strong leadership and effective Corporate Governance practices have been the Company's hallmark to success.

The Company is in compliance with the applicable Corporate Governance requirements stipulated under the SEBI Listing Regulations. A Report on Corporate Governance is attached as Annexure 7 to the Board's Report. Compliance Certificate from Practicing Company Secretary regarding compliance of conditions of Corporate Governance stipulated under the SEBI Listing Regulations is attached as Annexure 9 to the Report.

The Business Responsibility and Sustainability Report ("BRSR") for the Financial Year is attached as Annexure 10 to the Board's Report. The BRSR indicates the Company's performance in respect of the principles of the ‘National Guidelines on Responsible Business Conduct'.

Your Directors state that there were no transactions in respect of the following items during the year under review requiring disclosure or reporting:

1. Deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Receipt of remuneration or commission by the Managing Director or the Whole-time Directors of the Company from any of its subsidiaries.

4. Amounts proposed to be carried to any reserves.

5. Material changes and commitments that affect the financial position of the Company which have occurred between the end of the financial year and the date of this report.

6. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

7. Application made or proceeding pending under Insolvency and Bankruptcy Code, 2016.

8. Difference between amount of valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions.

Your Directors further state that the Company has constituted an Internal Complaints Committee and during the year under review, there was no case led pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Directors wish to thank the Company's Bankers for their continued support. The Directors also wish to thank the Company's customers and stakeholders for their patronage.

Your Directors place on record their appreciation of the good work done by the employees of the Company at all levels.