Equity Analysis

to the members

Your Directors have pleasure in presenting the Forty First (41st)Annual Report and the Audited Financial Statements on the business and operations of your Company for the year ended 31st March, 2024.

FINANCIAL RESULTS

SUMMARY OF OPERATIONS

During the year, the net revenue from operations of your Company increased from Rs. 40.02 Lakh to Rs. 76.18 Lakh. For FY 2023-24, your CompanyRs.s profit after tax stood at Rs. 36.57 Lakh vis-a-vis Rs. 8.12 Lakh in the previous year.

SHARE CAPITAL

During the year, the Company did not allot any shares nor did grant any stock options or sweat equity. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into equity shares of the Company as on 31st March, 2024, the issued, subscribed and paid up share capital of your Company stood at Rs. 2.82 crore, comprising 28.2 lakh equity shares of Rs. 10/- each.

SUBSIDIARY, ASSOCIATES AND JOINT VENTURES

Your Company does not have any Subsidiary, Associate Companies or Joint Ventures. Accordingly, the disclosure of the financial statement of subsidiaries/associate companies/joint ventures as required pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 in Form AOC-1 is not applicable. However, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Policy on determination of Material Subsidiaries. The policy has been uploaded on the website of the Company at http://www.jjfc.co.in.

DIVIDEND AND RESERVES

The Directors did not recommend any dividend for the year ended March 31, 2024 after taking into consideration growth of the company, investment in the business and to conserve resources.

PUBLIC DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the year under review.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

Your Company had no significant and material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

EXTRACT OF ANNUAL RETURN

As per the amended section 92(3) of Companies Act, 2013 attachment of extract of annual return to Directors Report is discontinued, the annual return of Company for Financial Year 2023-2024 is available on its website on www.jjfc.co.in/ Annual Return2022-23.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the CompanyRs.s business. The same is enclosed Annexure 1.

BOARD MEETINGS

The Board meets at regular intervals to discuss and decide on business strategies/policies and review the financial performance of the Company. The notice of each Board Meeting along with the agenda is given in writing to each Director separately. This ensures timely and informed decisions by the Board.

In the financial year 2023-24, the Board met Eight (8) times. The meetings were held on 1st April, 2023, 30th May 2023, 14th August 2023, 21st August 2023, 10th November 2023, 11th December 2023, 02nd February 2024 and 10th February 2024. It is well within the maximum period mentioned under Section 173 of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

COMMITTEES OF BOARD

The details of composition of the Committees of the Board of Directors as on 31.03.2024 are as under:-

a. Audit Committee

During the year, the Committee had met Four times on 30th May 2023, 14th August 2023, 10th November 2023 and 10th February 2024.

b. Nomination & Remuneration Committee

During the year, the Committee had met three times on 07th July 2023, 18th October 2023 and 02nd February, 2024.

c. Stakeholders Relationship Committee

During the year, the Committee had met three times on 1st June 2023, 13th September 2023 and 4th December, 2023. MEETING OF INDEPENDENT DIRECTORS

As required under Regulation25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Schedule IV of the Act, the Independent Directors of the listed entity shall hold at least one meeting in a year, without the presence of non-independent directors to discuss the matters specified therein

During the year, a meeting of Independent Directors was held on 15th September, 2023. All Independent Directors were present in the meeting.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Inductions

In the financial year, the Key Managerial Personnel (KMP) of the Company appointed under the provisions of Section 203 of the Companies Act, 2013, is Mr. Virendra Lal Nagar as Chief Financial Officer of the Company w.e.f 01st April 2023.

Composition

As on 31st March, 2024, your Company has five Directors out of which two directors are Independent Directors and three nonexecutive Directors. The Board is primarily responsible for the overall management of the CompanyRs.s business. The Composition of Board is conformity with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the relevant provisions of the Companies Act, 2013.

None of the Directors of the Company is a member of more than ten Committees or Chairman of more than five Committees across all companies in which he/she is a Director.

Re-appointment

1. As per the provisions of the Companies Act, 2013, Mr. Anil Jhunjhunwala, liable to retire by rotation at the 40th AGM and, being eligible, was reappointed Based on the performance evaluation and recommendation of the nomination and remuneration committee, the Board recommends his reappointment.

Retirements and resignations

Retirements or resignations took place during the FY 2023-24 is as follows:

1. Resignation of Mr. Rabi Kumar Almal (CEO) w.e.f. 01.02.2024.

All the Directors have made necessary disclosures as required under various provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no other changes in the Board or in the Key Managerial Personnel of the Company during the year.

DIRECTORSRs. RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period;

(c) the directors had 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;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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; and

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DECLARATION BY INDEPENDENT DIRECTORS

Mrs. Hilla Eruch Bhathena and Mr. Surjit Singh are Independent Directors on the Board of your Company as on 31st March, 2024. These Non-Executive Independent Directors have given declaration to the company stating that they fulfill the conditions of Independence specified in Section 149(6) of the Companies Act, 2013 and Rules made thereunder and the same have been placed and noted in the meeting of the Board of Directors held on 1st April, 2023. A format of letter of appointment to Independent Director as provided in Companies Act, 2013 and the Listing Regulations has been issued and disclosed on the website of the Company at http://www.jjfc.co.in.

FAMILIARISATION PROGRAMME FOR DIRECTORS

As a practice, all Directors (including Independent Directors) inducted to the Board to go through a structured orientation programme. Presentations are made by Senior Management giving an overview of the operations, to familiarize the new Directors with the CompanyRs.s business operations. The Directors are given an orientation on the products of the business,

group structure and subsidiaries, Board constitution and procedures, matters reserved for the Board, and the major risks and risk management strategy of the Company.

During the year under review, an Independent Directors were attended two familarisation programmes and no new Independent Directors were inducted to the Board.

VIGIL MECHANISM

Pursuant to the requirement of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a vigil mechanism policy to report genuine concerns or grievances. The Vigil Mechanism Policy has been posted on the website of the Company at http://www.jjfc.co.in.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as the evaluation of all Committees of the Board for the Financial Year 2023-24. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the BoardRs.s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

COMPANYRs.S POLICY ON APPOINTMENT AND REMUNERATION

In accordance with Section 178 of the Companies Act, 2013, the Board of Directors has in place a Policy on DirectorsRs. appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and remuneration policy for Key Managerial Personnel and others. The Policy of Nomination and Remuneration Committee has been framed to encourage diversity of thought, experience, knowledge, perspective, age and gender in the Board. The Remuneration Policy for Directors, Key Managerial Personnel and all other employees is aligned to the philosophy on the commitment of fostering a culture of leadership with trust. The Remuneration Policy aims to ensure that the level and composition of the remuneration of the Directors, Key Managerial Personnel and all other employees is reasonably sufficient to attract, retain and motivate them to successfully run the Company. The policy has been uploaded on the website of the Company at http://www.jjfc.co.in.

Based on the recommendations of the Nomination and Remuneration Committee, the Board approved a Nomination and Remuneration Policy which is enclosed as Annexure 3.

DISCLOSURE ON REMUNERATION TO EMPLOYEES EXCEEDING SPECIFIED LIMITS

The Company had no employees who were in receipt of remuneration in excess of Rs. 102 lakh per annum during the year ended 31st March, 2024 or of more than Rs. 8.5 lakh per month during any part thereof, hence no information under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is required to be given.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended, containing, inter alia, ratio of remuneration of directors and KMP to median remuneration of employees and percentage increase in the median remuneration are annexed to this DirectorsRs. Report as Rs.Annexure 4Rs.. In terms of Section 136 of the Act, the Report and Accounts are being sent to Members and others entitled thereto excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. There are no employees drawing salaries in excess of the limit prescribed under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The Company affirms that remuneration is as per the Remuneration Policy of the Company.

FINANCIAL CONTROLS

Effective Internal Controls are necessary for building up an efficient organization. Our Company has adequate Internal Control systems in place to ensure accuracy, transparency and accountability in its operations. A dedicated concurrent audit team functioning within the Company confirms that the activities are in compliance with its policies and occurrences of deviations are reported to the Management. The concurrent audit report is reviewed by the internal auditors - M/s. Chaturvedi & Partners, a firm of practicing Chartered Accountants. Internal auditors review operations of the Company and ensure that the Company is functioning within the limits of all applicable statutes. Any Internal Control weaknesses, non compliance with statutes and suggestions on improvements in existing practices forms part of internal audit report. Audit Committee reviews the internal audit report and ensures that observations pointed out in the report are addressed in a timely and structured manner by the Management. The Internal Audit Report is reviewed by Statutory Auditors while performing audit functions to confirm that there are no transactions conflicting with interests of the Company. The Internal Financial Controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Further, it is believed that the controls are largely operating effectively since there has not been any identification of any major material weakness in the company. The directors have in the Directors Responsibility Statement under paragraph (e) confirmed the same to this effect.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the recommendation of the Board of Directors and the Audit Committee the members in the 39th Annual General Meeting held on 15th September, 2022 had appointed M/s A K Dubey & Co, Chartered Accountants (ICAI Firm Registration Number 329518E) as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from the conclusion of the 39th Annual General Meeting until the conclusion of 44th Annual General Meeting of the Company to be held in the calendar year 2027, on such remuneration as may be decided by the Audit Committee of the Board.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Act and Rules made there under, Ms. Disha Dugar Jhunjhunwala, Practicing Company Secretary, had been appointed Secretarial Auditor of the Company for the financial year 2023-24. The Secretarial Audit Report in Form MR-3, enclosed as Annexure 2 has no observations (including any qualification, reservation, adverse remark or disclaimer) and hence does not call for any explanation from the Directors.

INTERNAL AUDITOR AND THEIR REPORT

The Company had appointed Internal Auditors, M/s. Chaturvedi & Partners, a firm of practicing Chartered Accountants to carry out the internal audit functions. The Internal auditor submits half yearly reports to the audit committee. The Internal AuditorsRs. Reports have no observations (including any qualification, reservation, adverse remark or disclaimer) and hence does not call for any explanation from the Directors.

INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The provisions of Section 186 of the Act pertaining to granting of loans to any persons or bodies corporate and giving of guarantees or providing security in connection with loans to any other bodies corporate or persons are not applicable to the Company since the Company is a Non Banking Financial Company. However, details of loans, guarantees or investments are given in notes to the Financial Statements.

RELATED PARTY TRANSACTIONS

In line with the requirements of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has in place a Policy on Related Party Transactions which is also available on CompanyRs.s website at http://www.jjfc.co.in. The Policy intends to ensure that proper reporting; approval and disclosure processes are in place for all transactions between the Company and Related Parties. All Related Party Transactions are placed before the Audit Committee for review and approval. The Company obtains prior omnibus approvals, if required, for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at ArmRs.s Length basis. The provisions of Section 188(1) do not attract as all Related Party Transactions entered during the year in Ordinary Course of the Business and on ArmRs.s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Further, details of Related Party Transactions as required to be disclosed by Indian Accounting Standard - 24 (Ind-AS 24) are given in the notes to the Financial Statements.

HUMAN RESOURCES/INDUSTRIAL RELATIONS

At J. J. Finance Corporation Limited, Human Resources follow an integrated approach that combines employee recognition, training and mentoring. The Company maintains open communication channels with workforce and keeps them engaged with its objectives towards attainment of healthy employer-employee relationship. Industrial relations were cordial throughout the year under review.

RISK MANAGEMENT POLICY

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Risk Management policy inter alia provides for review of the risk assessment and minimization procedure, laying down procedure to inform the Board in the matter and for periodical review of the procedure to ensure that management controls the risks through properly defined framework.

CORPORATE GOVERNANCE

Since the paid up share capital of your Company and its net-worth was below the prescribed limits under Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; Corporate Governance is not applicable on the Company in the financial year 2023-2024.

CORPORATE SOCIAL RESPONSIBILTY

Since your Company does not fall under the threshold laid down in section 135 of the Companies Act, 2013, the provision of section 134(3)(o) of the Companies Act, 2013 is not applicable and hence no disclosure is required by the Board.

SECRETARIAL STANDARDS

The Directors confirm that the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Rs.Meetings of the Board of DirectorsRs. and Rs.General MeetingsRs., respectively, which have been approved by the Central Government have been duly followed by your Company.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

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.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company, being a Non-Banking Finance Company (NBFC), does not have any manufacturing activity neither does it have any foreign exchange earnings or any foreign exchange outgo. The Directors, therefore, have nothing to report on conservation of energy and technology absorption.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. During the Financial Year 2023-24, no complaints of sexual harassment were reported.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended, the Company has formulated and adopted the revised "Code of Conduct In Trems of SEBI (Prevention of Insider Trading) Regulation, 2015" ("the Insider Trading Code"). The object of the Insider Trading Code is to set framework, rules and procedures which all concerned persons should follow, while trading in listed or proposed to be listed securities of the Company. During the year, the Company has also adopted the Code of Fair Disclosure of Unpublished Price Sensitive Information ("the Code") in line with the SEBI (Prohibition of Insider Trading) Amendment Regulations, 2018. The Code is available on the CompanyRs.s website http://www.jjfc.co.in/CODE OF CONDUCT IN TERMS OF SEBI PIT Reg.pdf.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their perennial support during the year.

We also express our gratitude towards the Central and State Governments, and other statutory authorities for their continued support.