డైరెక్టర్ల నివేదిక Jumbo Finance Ltd.

Mar 31, 2025

Your Directors are pleased to present the 41^st Annual Report of the Company together with the Audited Financial Statements for the year ended 31^st March, 2025.

SUMMARY OF FINANCIAL RESULTS OF THE COMPANY:
Particulars	Standalone Figures (Rs. in Lacs)
	2024-25	2023-24
Income from Operations and other Income	665.29	167.89
Less: Expenses	171.14	157.73
Net Profit I (Loss) before Tax	494.15	10.15
Less: Taxes, Prior years adjustments, Deferred tax etc.	77.55	(4.40)
Net Profit I (loss) after tax	571.70	14.55
Comprehensive Income / (Loss) for the year	(691.13)	616.22
Profit for the year	(119.43)	630.76
Add: Balance Bought forward	422.74	411.19
Less: Transfer to Statutory Reserve u/s 45IC	0.00	3.00
Less: Transfer to Other Comprehensive Income	(691.13)	616.21
Balance transferred to Balance Sheet	(387.82)	422.74

During the year under review, your Company generated Income from Operations and other Income of 665.29 lacs as compared to Rs. 167.89 lakhs for the previous year and net profit after tax of Rs. 571.70 lakhs for the year as compared to Rs. 14.55 lakhs in the previous year.

DIVIDEND:

During the year, your directors have not recommended any dividend for the year in order to accumulate the reserve.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 (1) and 74 of the Companies Act, 2013 read together with the companies (Acceptance of Deposits) Rules, 2014. Your Company held no deposit in any form from anyone during the year 31st March, 2025, which was overdue or unclaimed by the depositors.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

The Company was not required to transfer any amount to unclaimed dividend to investor education and protection fund. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in the nature of business of the Company during the year.

TRANSFER TO RESERVES:

No fund was transferred to General Reserve.

BOARD OF DIRECTORS AND KMPS:

The Composition of the Board during the year under review was as per the provisions of Regulation 17(1) of listing regulation read with the Companies Act, 2013.

During the year under review, the following changes took place in the composition of the Board of Directors:

Mr. Suresh Chand Gokhroo was appointed as a Non-Executive Independent Director of the Company with effect from 07th May, 2024. Further, Mr. Kishore Singh Solanki resigned from the position of Director with effect from 08th May, 2024.

None of the Directors are disqualified for appointment/re-appointment under Section 164 of the Act. As required by law, this position is also reflected in the Auditors'' Report.

As required under Regulation 36(3) of the listing Regulations with the stock exchanges, the information on the particulars of Directors proposed for appointment/re-appointment has been given in the notice of annual general meeting.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In accordance with the provisions of Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, and based on the information provided by management, your Directors'' state that:

(a) In the preparation of the annual accounts for the financial year ended 31st March, 2025 the applicable accounting standards have been followed.

(b) Directors have selected such Accounting policies 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 corporation as at the end of 31st March, 2025 and of the profit of the Company for the year ended on that date.

(c) Director have 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 Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(d) Directors have prepared the annual accounts on a ''going concern’ basis;

(e) Director have laid down internal financial controls commensurate with the size of the Company and that such financial controls were adequate and were operating effectively; and

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

DECLARATION OF INDEPENDENCE BY DIRECTORS:

The Independent Non-executive Directors of the Company, viz. Shri. Prem Chand Parakh (DIN - 07238854), Shri. Kishore Singh Solanki (DIN - 10418640), and Shri. Suresh Chand Gokhroo (DIN: 10614511) have affirmed that they continue to meet all the requirements specified under Regulation 16(1)(b) of the listing regulations in respect of their position as an "Independent Director" of Jumbo Finance Limited. The Independent Directors of the Company have confirmed compliance of relevant provisions of Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules, 2014. The N&R Committee had adopted principles for identification of Key Managerial Personnel, Senior Management including the Executive Directors.

Further, all the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules. In terms of Regulation 25(8) of Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their liability to discharge their duties.

The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors’ Databank maintained with the Indian Institute of Corporate Affairs (‘IICA’) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Independent Directors have confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and that they hold the highest standards of integrity.

Details of Familiarization Programme for the Independent Directors are provided separately in the Corporate Governance Report.

BOARD EVALUATION:

SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. The Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors should be done by the entire Board of Directors, excluding the director being evaluated.

The Board as a whole was evaluated on various parameters like Board Composition & Quality, Board Meetings and Procedures, adherence to the Code of Conduct etc. Based on each of the parameter, the Board of Directors formed an opinion that performance of Board as a whole has been outstanding. The Board approved the evaluation results as collated by the Nomination and Remuneration Committee.

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a structured questionnaire was prepared. The performance Evaluation of the Independent Directors was completed. Independent Directors Meeting and Nomination and Remuneration Committee considered the performance of Non-

Independent Directors and the Committees and Board as whole, reviewed the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board.

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the performance evaluation of the Independent Directors was completed.

The evaluation framework for assessing the performance of directors of your company comprises of contribution at meetings, strategies perspective or inputs regarding the growth and performance of your company among others.

The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

MEETING OF INDEPENDENT DIRECTORS:

The meeting of Independent Directors was scheduled on 30^th May, 2024. All the Independent Directors were present in the meeting.

STATUTORY AUDITORS:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules made thereunder, M/s. Hiren Buch Associates, Chartered Accountants (Firm Registration No. 116131W), were appointed as the Statutory Auditors of the Company for a period of five years at the 36^th Annual General Meeting held on 30th September, 2020.

Their first term will conclude at the ensuing 41^st Annual General Meeting. Based on the recommendation of the Audit Committee, the Board of Directors has proposed the re-appointment of M/s. Hiren Buch Associates, Chartered Accountants, for a second term of five consecutive years to hold office from the conclusion of the 41^st Annual General Meeting till the conclusion of the 46^th, Annual General Meeting subject to the approval of shareholders.

The Company has received a confirmation from M/s. Hiren Buch Associates, Chartered Accountants, that they satisfy the eligibility criteria prescribed under Section 141 of the Companies Act, 2013, and that they are not disqualified to be re-appointed as Statutory Auditors of the Company.

The Board recommends their re-appointment for approval of the shareholders at the ensuing AGM

The MCA vide its notification dated 7 May 2018 has amended Companies (Audit and Auditors) Rules 2014 by Companies (Audit and Auditors) Amendment Rules 2018, which dispense the requirement of members approval for ratification of appointment of Auditors at every Annual General Meeting.

AUDITORS REPORT:

Observations made in the Auditors'' Report are self-explanatory and therefore do not call for any further comments under Section 134 (1) of the Companies Act, 2013.

INTERNAL AUDITORS:

The Internal and operational audit is entrusted to S. K. Lahoti & Co. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.

The Audit Committee of the Board of Directors, Statutory Auditors and the Key Managerial Personnel are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

SECRETARIAL AUDITORS AND THEIR REPORT:

M/s Pankaj S. Desai, Company Secretary in Practice was appointed to conduct the secretarial audit of the Company for the

financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for financial year 2024-25 is Annexure-A to this Board''s Report.

Further, in terms of the provisions of the Circular No. CIR/ CFD/CMD1/27/2019 dated 8^th February, 2019 issued by Securities and Exchange Board of India (SEBI), M/s Pankaj Trivedi & Co, Practicing Company Secretaries have issued the Annual Secretarial Compliance Report for the financial year ended 31st March, 2025, thereby confirming compliance of the applicable SEBI Regulations and circulars / guidelines issued there under by the Company.

COMMENTS ON REMARKS/OBSERVATION/QUALIFICATION MADE BY SECREATARIRAL AUDITORS:

Mr. Pankaj S. Desai, Company Secretary in Practice, in his Secretarial Audit Report for financial year 2024-25 have drawn the attention of the management on some the non-compliances or observations, which have been marked as qualification in his report. In connection with the same management herewith give the explanation for the same as follows:

1. The Company has a website updated with the Quarterly financial information and the quarterly shareholding pattern of required information under Listing Obligations and Disclosure Requirements) Regulations, 2015.

2. Promoters 100% shareholding in the Company is not in dematerialized form in terms of Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

3. As per Section 101 of Companies Act, 2013 the company is required to send the notice of AGM to its shareholders either in writing or electronic mode which is not being strictly followed by the company.

4. As per requirement of Secretarial Standard on Board meetings (SS-1), General Meetings (SS-2) and Minutes (SS-5), the maintenance & preservation of minutes of Board & General Meetings are not strictly followed.

5. The Company has designated software for SDD and it is taking additional measures with the help of IT Department to put the software into effective use.

6. The Details of the Independent Directors whether registered under the Independent Directors’ Database could not be verified.

7. Regulation 47(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 indicates publishing financial results in newspapers within 48 hours of filing with stock exchange and publishes the financial results in at least one English national daily newspaper and one vernacular newspaper within 48 hours of submission to the stock exchange. However, the Company did not publish its quarterly financial results in newspapers for any of the quarters during the financial year 2024-25, as required under Regulation 47(1) of the SEBI (LODR) Regulations, 2015.

8.

REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Statutory Auditors, Internal Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees of Audit Committee under Section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

COMMITTEES OF THE BOARD:

The Board of Directors has the following Committees:

1. Audit Committee

2. Nomination and RemunerationCommittee

3. Stakeholders'' RelationshipCommittee

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

During the year, there is no subsidiary, joint venture or associate of the Company.

NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:

There were no such Companies which have become or ceased to be its subsidiaries, Joint Ventures or Associate Companies during the year.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions.

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business.

Pursuant to the Section 134(3) (h) of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of contract or arrangement entered into by the Company with related parties referred to in Section 188(1) in Form AOC-2 in Annexure-B to this Board’s Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not granted any loans, or provided any guarantees or security to the parties covered under Section 185 of the Act. The Company has complied with the provisions of Section 186 of the Act in respect of the investments made.

Details of the Loans, Investments and Guarantee covered under the provisions of Section 186 of the Companies Act, 2013 (Act), has been given under notes forming parts of the Accounts and same will be produced for verification to the members at the registered office of the Company on their request.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo Details of energy conservation and research and development activities undertaken by the Company along with the information in accordance with the provisions of Section 134 of Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, the extent as are applicable to the Company, are given in Annexure - ‘C'' to the Directors'' Report.

REPORTS ON CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

A Report on Corporate Governance along with a Certificate from M/s Pankaj S. Desai, regarding compliance with the conditions of Corporate Governance as stipulated under Regulation 34(3), Schedule V of SEBI (LODR) Regulations, 2015 with Stock Exchange read with the relevant provisions of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 forms part of this Report.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT:

Management''s Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 (3) read with Schedule Part V of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 with Stock Exchange in India, is presented in a separate Section forming part of the Annual Report.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

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

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company.

Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to Board.

The Audit Committee of the Board of Directors, Statutory Auditors and the Business Heads are periodically apprised of the internal audit findings and corrective actions taken.

RISK MANAGEMENT AND INTERNAL CONTROLS:

The Company has the risk management and internal control framework in place commensurate with the size of the Company.

However Company is trying to strengthen the same. The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report that forms part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED INFORMATION:

During the year under review, none of the employees of the Company was in receipt of remuneration exceeding the limits prescribed under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, no disclosure is required in this regard.

LISTING OF SHARES:

Equity shares of your Company are listed on Bombay Stock Exchange only and the Company has paid the necessary Listing fees for the year 2024-25 and 2025-26.

SHARE CAPITAL:

The paid up Equity Share Capital as on March 31, 2025 was Rs. 4,87,68,470/- consisting of 48,76,847 Equity Shares of Rs.10/-each. During the year under review, the Company has not issued any share with differential voting rights; nor granted stock options nor sweat equity. As on March 31, 2025, none of the Directors and/or Key Managerial Person of the Company hold instruments convertible in to Equity Shares of the Company.

BUSINESS RESPONSIBILITY REPORT:

As the Company is not amongst top 500 or 1000 Companies by turnover on Stock Exchanges, the disclosure of Report under of Regulation 34(2) of the Listing Regulations is not applicable to the Company for the year under review.

MAINTENANCE OF COST RECORDS:

The maintenance of cost records for the services rendered by the Company is not required pursuant to Section 148(1) of the Companies Act, 2013 read with Rule 3 of Companies (Cost Records and Audit) Rules, 2014.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Board of Directors affirms that the Company has complied with the applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

POSTAL BALLOT:

During the year under review, the Company has not conducted any Postal Ballot for passing any resolution.

ANNUAL RETURNS:

The Annual Return in Form MGT-7 for the financial year ended 31st March 2025 is available on the website of the Company at https://www.jumbofinance.co.in/investor-relations.

CREDIT RATINGS:

During the year under review, the Company has not borrowed any money and has not raised any funds. Hence, disclosure pertaining to utilization of funds and Credit Rating is not applicable.

DETAILS OF UTILISATION OF FUND:

During the year, the Company has not raised any funds through preferential allotment, right issue or qualified institutions placement, the details required to be given under Regulation 32 of the Listing Regulations is not applicable to the Company.

CEO AND CFO CERTIFICATION:

The Chief Executive Officer and Chief Financial Officer Certification as required under Regulation 17(8) read with Part B of Schedule II of the SEBI(LODR) Regulation, 2015 have been appended to this report.

CERTIFICATE OF NON- DISQUALIFICATION OF DIRECTORS

Certificate from secretarial auditor regarding 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 Board/Ministry of Corporate Affairs or any such statutory authority as per item 10(i) of Part C of Schedule V of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations 2015, annexed to this report.

CHANGE IN NATURE OF BUSINESS OF THE COMPANY:

There was no change in the nature of Business of the Company during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments affecting the financial position of the Company occurred during Financial Year 2024-25, till the date of this report. Further there was no change in the nature of business of the Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

During the year there are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

SUSPENSE ESCROW DEMAT ACCOUNT/UNCLAIMED SHARES ACCOUNT

During the year under review, the Company has not opened any Suspense Escrow Demat Account as specified under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has established a vigil mechanism to provide appropriate avenues to the Directors and employees to bring to the attention of the Management, the concerns about behavior of employees that raise concerns including fraud by using the mechanism provided in the Whistle Blower Policy.

During the financial year 2024-25, no cases under this mechanism were reported in the Company.

POLICY FOR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The company has framed policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2024-25, no cases in the nature of sexual harassment were reported at any workplace of the company.

BANK AND FINANCIAL INSTITUTIONS:

Directors are thankful to their bankers for their continued support to the company.

ACKNOWLEDGMENTS:

Your Directors convey their sincere thanks to the Government, Banks, Shareholders and customers for their continued support extended to the company at all times.

The Directors further express their deep appreciation to all employees for commendable teamwork, high degree of professionalism and enthusiastic effort displayed by them during the year.

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Mar 31, 2024

Your directors have pleasure in presenting Forty (40th) Annual Report together with the
Audited Statement of Accounts of the Company for the year ended 31^st March, 2024. .

FINANCIAL RESULTS;

tRiinpps in lakhst

Particulars	31st March, 2024	31st March, 2023
Income from Operations & Other income	167.89	276.86
Less: Expenses	157.73	203.47
Net Profit / (Loss) before Tax	10.15	73.39
Less: Taxes, Prior years adjustments, Deferred tax etc.	(4.40)	10.02
Net Profit / (loss) after tax	14.55	63.37
Comprehensive Income / (Loss) for the year	616.21	(187.71)
Profit for the year	630.76	(124.34)
Add: Balance Bought forward	411.19	360.83
Less: Transfer to Statutory Reserve u/s 45IC	3.00	13.00
Less-. Transfer to Other Comprehensive Income	616.21	(187.71)
Balance transferred to Balance Sheet	422.74	411.19

OPERATIONS:

During the year under review, the Company has recorded a lower total income of 167.89 lakhs
as compared to Rs. 276.86 lakhs for the previous year and net profit after tax of Rs. 14.55 lakhs
for the year as compared to the loss of Rs. 124.34 lakhs in the previous year.

DIVIDEND:

In view of retention of profit, no dividend was recommended by the board of directors.

SHARE CAPITAL:

The paid up equity capital as on March 31, 2024 was Rs. 4,87,68,470/- during the year under
review.

DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the
Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The company has not given any loans or guarantees covered under the provisions of section 186
of the Companies Act, 2013. The details of the investments made by company are given in the
notes to the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE
COMPANY AND ITS FUTURE OPERATIONS:

The BSE on April 15, 2024 has given the trading approval of 45,06,847 equity shares issued to
promoters and non-promoters on preferential basis. Apart from this, there are no other,
significant material orders passed by the Regulators or Courts or Tribunals which would impact
the going concern status or future operations of the Company.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity
of its operations. The scope and authority of the Internal Audit function is defined in the Internal
Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports
to the Chairman of the Audit Committee of the Board & to the Chairman of the Company. The
Internal Auditor appointed by the Company viz. M/s. S. K. Lahoti & Co., monitors and evaluates
the efficacy and adequacy of internal control system in the Company, its compliance with
operating systems, accounting procedures and policies at all locations of the Company. The Audit
Committee of the Board, addresses significant issues raised by both the Internal Auditors and
Statutory Auditors.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

As per the provisions of the Companies Act, 2013, Smt. Aditi Ranka (DIN: 08071428) retires by
rotation at the ensuing Annual General Meeting and being eligible, has offered herself for re¬
appointment. The Board recommends her re-appointment.

The necessary resolution for the appointment of Smt. Aditi Ranka (DIN: 08071428) is also
being placed before the members for their consideration at the forthcoming Annual General
Meeting.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015, the Board
has carried out an evaluation of its own performance, the directors individually as well as the
evaluation of the working of its Audit, Nomination & Remuneration Committees. The manner
in which the evaluation has been carried out has been explained in the Corporate Governance
Report.

DECLARATION BY INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify
themselves to be appointed as Independent Directors under the provisions of the Companies
Act, 2013 and SEBI Listing Regulations and the relevant rules. In the opinion of the Board, they
fulfill the conditions of independence as specified in the Act and Rules made thereunder and are
independent of the Management.

REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed
a policy for selection and appointment of Directors, Senior Management and their remuneration.
The Remuneration Policy is stated in the Corporate Governance Report.

MEETINGS:

During the year, 4 (four) Board Meetings and 4 (four) Audit Committee Meetings were
convened and held. The details of which are given in the Corporate Governance Report.

CONSERVATION OF ENERGY:

The Company’s operations are not energy-intensive and as such involve low energy
consumption. However, adequate measures have been taken to conserve the consumption of
energy.

TECHNOLOGY ABSORPTION:

Operations of the company do not involve any kind of special technology and there was no
expenditure on research & development during this financial year. However, your company
continues to upgrade its technology (computer technology and telecom infrastructure) in
ensuring that it is connected with its clients across the globe.

FOREIGN EXCHANGE EARNINGS AND OUT-GO:

During the period under review, there was no foreign exchange earnings or out flow.

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS:

Your Company continues to take new initiatives to further align its HR policies to meet the
growing needs of its business. People development continues to be a key focus area of the
Company.

DIRECTOR RESPONSIBILITY STATEMENT:

In terms of Section 134(3)(c) and 134 (5) of the Companies Act, 2013, the directors would like
to state that:

i) In the preparation of the annual accounts, the applicable accounting standards have been
followed.

ii) The directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 or loss of the
Company for the year under review.

iii) The directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the assets of
the Company and for preventing and detecting fraud and other irregularities.

iv) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and
that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all
applicable laws and that such system were adequate and operating effectively.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm’s
length basis and were in the ordinary course of the business. The disclosure of material Related
Party Transaction in FORM AOC-2 is given in “Annexure A” to this report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary.

VIGIL MECHANISM / WHISTLE BLOWER POLICY;

The Company has a vigil mechanism named Fraud and Risk Management Policy to deal with
instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of
being one of the most respected companies in India, the Company is committed to the high
standards of Corporate Governance and stakeholder responsibility.

The Company has a Fraud Risk and Management Policy to deal with instances of fraud and
mismanagement, if any. The FRM 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.

A high level Committee has been constituted which looks into the complaints raised. The
Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to
regulate trading in securities by the Directors and designated employees of the Company. The
Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or
sale of Company shares by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and during the period when
the Trading Window is closed. The Board is responsible for implementation of the Code. All the
Board Directors and the designated employees have confirmed compliance with the Code.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of

the Board in the course of day to day business operations of the company. The Company
believes in “Zero Tolerance” against bribery, corruption and unethical dealings / behaviors of
any form and the Board has laid down the directives to counter such acts. The code laid down
by the Board is known as “code of business conduct” which forms an Appendix to the Code.
The Code has been posted on the Company’s website www.jumbo(inance.co,in

The Code lays down the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their business dealings and in
particular on matters relating to integrity in the work place, in business practices and in dealing
with stakeholders. The Code gives guidance through examples on the expected behavior from an
employee in a given situation and the reporting structure.

All the Board Members have confirmed compliance with the Code.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25 of the Listing Regulations, 2015, the Company has a familiarization
programme for Independent Directors with regard to their role, rights, responsibilities in the
Company, nature of the industry in which the Company operates, business model of the
Company etc. The Board Members are provided with all necessary documents/ reports and
internal policies to enable them to familiarize with the Company’s procedures and practices.
Periodic presentations are made at the Board and Board constituted Committee Meetings
pertaining to business and performance updates of the Company, global business environment,
business strategies and risks involved. Directors attend training programmes/conferences on
relevant subject matters and keep themselves abreast of the latest corporate, regulatory and
industry developments.

STATUTORY AUDITORS:

At the Company’s 36^th Annual General Meeting held on 30th September, 2020, M/s. Hiren
Buch Associates, Chartered Accountants (Firm Registration No. 116131W) has been appointed
as the Statutory Auditor of the Company for a term of 5 years to hold office from the conclusion
of the 36^th Annual General Meeting until the conclusion of the 41^st Annual General Meeting of
the Company.

STATUTORY AUDITORS’ REPORT:

There are no qualifications, reservation or adverse remark or disclaimer made by statutory
auditor in his report. The observations made by the Statutory Auditors in their report for the
financial year ended 31^st March, 2024 read with the explanatory notes therein are self¬
explanatory and therefore, do not call for any further explanation or comments from the Board
under Section 134(3) of the Companies Act, 2013.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has
appointed Pankaj S, Desai, a firm of company Secretaries in practice, to undertake the
Secretarial Audit of the Company. The Secretarial Audit report of the Company for the financial

year ended 31^st March, 2024 in the prescribed form MR-3 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as “Annexure B”.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a
secretarial audit report. There are no major observations made by the Auditor in the Report
except the following:

1. The Company has a website updated with the Quarterly financial information and the
quarterly shareholding pattern of required information under Listing Obligations and
Disclosure Requirements) Regulations, 2015.

2. Promoters 100% shareholding in the Company is not in dematerialized form in terms of
Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

3. As per Section 101 of Companies Act, 2013 the company is required to send the notice
of AGM to its shareholders either in writing or electronic mode which is not being
strictly followed by the company.

4. As per requirement of Secretarial Standard on Board meetings (SS-1), General Meetings
(SS-2) and Minutes (SS-5), the maintenance & preservation of minutes of Board &
General Meetings are not strictly followed.

5. The Company has designated software for SDD and it is taking additional measures
with the help of IT Department to put the software into effective use.

6. The Details of the Independent Directors whether registered under the Independent
Directors’ Database could not be verified.

7. As per regulation 17(1)(1C) of the SEBI (Listing Obligations & Disclosure
Requirements) (Third Amendment) Regulations, 2021, the approval of shareholders
for appointment of additional Independent Directors was not taken within a period
of 3 months from the date of appointment.

However, the company would ensure in future that all the provisions are complied with the
fullest extent.

EXTRACT OF ANNUAL RETURN:

The Annual Return for FY 2023-24 as per provisions of the Act and Rules thereto, is available
on the Company’s website at https://www.jumbofinance.co.in/investor-relations

PARTICULARS OF EMPLOYEES:

None of the employees of the Company draws remuneration more than the limits prescribed
under the Companies Act, 2013.

REMUNERATION DETAILS PURSUANT TO COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES. 2014 AND OTHER
APPLICABLE PROVISIONS:

There are no employees of the Company, drawing remuneration exceeding limits prescribed
under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS
REPORTS:

The Management Discussion & Analysis Report& the Corporate Governance, which forms an
integral part of this Report, are set out as separate Annexure “D” and Annexure “E”, together
with the Certificate from the auditors of the Company regarding compliance with the
requirements of Corporate Governance as stipulated in Listing Regulations.

ACKNOWLEDGEMENTS:

Your Board of Directors would like to place on record its sincere appreciation for the whole
hearted support and contributions made by Auditors, Banks, Financial Institutions, Suppliers
and other Business Associates towards the conduct of the operations of the Company

PLACE: MUMBAI FOR AND ON BEHALF OF THE BOARD

DATED: 13.08.2024

Sd/- Sd/-

SMT. SMRITI RANKA J. P. KHANDELWAL

MANAGING DIRECTOR DIRECTOR / CFO

DIN: 00338974 DIN: 00457078

---

Mar 31, 2014

Dear Members,

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31,2014.

FINANCIAL RESULTS

The salient features of the Company''s financial results for the year under review are summarized below:

Particulars Current Previous year year 2013-14 2012-13 (Amount (Amount in Rs.) in Rs.)

Profit before Depreciation 395594 442173 and Taxes

Less: Depreciation 24153 32097

: Prior Period Exp, 20309 -

Profit after depreciation 351132 410076

Less: Provision for Taxation

Current Tax 111100 130000

Deferred Tax (2311) (3210)

Income tax for earlier year (152) - Profit for the year 242495 283286

Add : Balance brought forward 7486644 7260016 Balance carried to Balance Sheet 7729140 7486644

DIVIDEND

In view of meager amount of profit during the year and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

DIRECTORS

The Company has received declaration from all the directors along with their interest in other companies as required under Section 184 of the Companies Act,2013.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS & AUDIT REPORT

M/s Chaturvedi Sohan & Co., Chartered Accountants, Mumbai, the Auditors of the Company retire at the ensuing Annual General Meeting and being eligible, they offered themselves for re- appointment. M/s Chaturvedi Sohan & Co. have been given written consent and certificate as are required in terms of section 139 (1) of the Companies Act read with Rule 4 of the Companies (Audit and Auditors) Rules,2014. The members are requested to consider their appointment for a period from the conclusion of the ensuing Annual General Meeting till the conclusion of the Company''s sixth Annual General Meeting.

The notes of Financial Statements referred to in the Auditor''s Report are Self -explanatory and do not call for any further comments.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from Company Secretaries, Mumbai, a copy of which is enclosed.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.

RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217 (2AA) of the Companies Act 1956, with respect to Directors Responsibility statement, it is hereby confirmed that:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 f air view of affairs of the Company at the end of the financial year and of the Profit or loss of the Company for the period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual accounts on a going concern basis.

ACKNOWLEDGEMENT

Your Directors would like to express their appreciation for the assistance and co-ape: ation received from employees at all levels performed their duties and responsibilities and for close received from them during the year. Your Directors also record their sincere appreciation of the continued support; assistance and co-operation extend by the Company''s Bankers ami also Shareholders of the Company who put their confidence in the company.

FOR AND ON BEHALF OF THE BOARD

Place: Mumbai Dated: 30th APril, 2014

(Smriti Ranka) DIRECTOR

---

Mar 31, 2013

To, The Members,

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2013.

FINANCIAL RESULTS

The salient features of the Company''s financial results for the year under review are summarized below; Current year Previous year 2012-13 2011-12 Particulars (Amount In Rs.) (Amount In Rs.)

Profit before Depreciation and Taxes 442173 1324844

Less: Depreciation 32097 43628

: Exceptional Items - 937550

Profit after depreciation 410076 343666

Less: Provision for Taxation

Current Tax 130000 110000

Deferred Tax (3210) (3652)

Income tax for earlier year - 2267

Profit for the year 283286 235051

Add : Balance brought forward 7260016 7024965

Balance carried to Balance Sheet 7486644 7260016



DIVIDEND

In view of meager amount of profit during the year and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s Karnavat & Co., Chartered Accountants, Mumbai will cease to be Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, they offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from Company Secretaries, Mumbai, a copy of which is enclosed.

RESPONSIBILITY STATEMENT

Your Direcluis confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.



FOR AND ON BEHALF OF THE BOARD





(J. P. Khandelwal)

Place: Mumbai DIRECTOR

Dated: 25th Mav, 2013

---

Mar 31, 2011

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS

The salient features of the Company's financial results for the year under review are summarized below:

Current year Current year 2010-11 2009-10 Particulars (Amount in Rs.) (Amount in Rs.)

Profit before Depreciation and Taxes 317731 629146

Less : Depreciation 60781 39499

Profit after depreciation 256950 589647

Less: Provision for Taxation

Current Tax 85000 148000

Deferred Tax (2027) 6023

Income tax for earlier year (178) -

Profit for the year 174155 435624

Add : Balance brought forward 6850811 6415187

Balance carried to Balance Sheet 7024966 6850811

DIVIDEND

In view of meager amount of profit during the year and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s Karnavat & Co., Chartered Accountants, Mumbai will cease to be Auditors of the Company at the conclusion of the ensuing Annual General Meeting and being eligible, they offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956, a certificate to this effect has been obtained from Company Secretaries, Mumbai, a copy of which is enclosed.

RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.

FOR AND ON BEHALF OF THE BOARD

(J.P. Khandelwal )

Place: Mumbai DIRECTOR

Dated: 4th August, 2011

---

Mar 31, 2010

The Directors of your company have pleasure in presenting their Report and Audited Statements of Accounts for the year ended March 31, 2010.

FINANCIAL RESULTS

The salient features of the Companys financial results for the year under review are summarized below;

Current year Current year 2009-10 2008-09 Particulars (Amount in Rs.)(Amount in Rs.)

Profit before Depreciation and Taxes 6291.46 1136879

Less : Depreciation 39499 10567

Profit after depreciation 589647 1126312

Less : Provision for Taxation

Current Tax 148000 117000

Deferred Tax 6023 61445

Income tax for earlier year - 1794

Profit for the year 435624 946073

Add : Balance brought forward 6415187 5469114

Balance carried to Balance Sheet 6850811 6415187



DIVIDEND

In view of meager amount of profit during the year and to strengthen the financial position of the company, your directors have not recommended any dividend for the year under review.

PARTICULARS OF EMPLOYEES

There was no employee during the year, covered by section 217 (2A) of the Companies Act 1956, read with the Companies (Particulars of Employees) Rules, 1975.

PARTICULARS OF ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The company is not covered under any of the industry specified in schedule under rule 2(A) of the Companies [Disclosure of particulars in the Report of Board of Directors) Rules, 1988 as such the company is not required to submit particulars of Energy Conservation as required under Rule 2(A) and there is no activity which should be disclosed as per Rule 2(B) and 2(C) about Technology Absorption and Foreign Outgo.

AUDITORS

M/s Karnaval & Co., Chartered Accountants. Mumbai will cease to be Auditors of the Company at the conclusion of the ensuing Annuai General Meeting and being eligible, they offered themselves for re-appointment.

COMPLIANCE CERTIFICATE

Your company has complied with all the provisions of companies Act, 1956. a certificate to this effecl has been obtained from M/s. Alka Modi & Associates, Company Secrefaries, Mumbai. a copy of which is enclosed.

RESPONSIBILITY STATEMENT

Your Directors confirm:

a) That in the preparation of the Annual Accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) That they have 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 affairs of the Company at the end of the financial year and of the Profit or Loss of the Company for the period;

c) That they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956. for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That they have prepared the Annual accounts on a going concern basis.

CORPORATE GOVERNANCE

The Company is making all efforts for complying the provisions relating to Corporate Governance pursuant to clause 49 of the Listing Agreement with Stock Exchange.

FOR AND ON BEHALF OF THE BOARD

Sd/-

(J. P. Khandelwal)

Place; Mumbai DIRECTOR

Dated: 4th August. 2010