J A Finance Ltd Directors Report

TRANSFER TO RESERVES

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Special Reserve Account. As the Company has suffered loss during the year, there is no transfer to the said Reserve.

DIVIDEND

Your directors do not recommend dividend for the financial year under review.

SHARE CAPITAL

As on 31^st March 2025, the Companys paid-up Equity Share Capital was Rs. 10,64,87,330 divided into 1,06,48,733 Equity Shares of Rs. 10/- each.

PARTICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN OR SECURITY PROVIDED

The Company, being an NBFC Company, is exempt from the provisions as applicable to loans, guarantees and investments under Section 186 of the Companies Act, 2013 (‘the Act). However, the details have been provided to the Notes to the Financial Statements.

SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any subsidiaries, joint venture and associate companies.

MEETINGS OF THE BOARD AND ITS COMMITTEES

The Board meets at regular intervals to discuss and decide on the Companys performance and strategies. Further details on the Board, its Meetings, composition and attendance are provided in the Corporate Governance Report, which forms part of this Annual Report. The company has the following Committees, details of which are mentioned in the Corporate Governance Report. 1.Audit Committee 2.Nomination & Remuneration Committee 3.Stakeholders Relationship Committee

ANNUAL RETURN

The Annual Return in Form MGT-7 of the Company for the financial year 2024-25 is available on the Companys website at www.jafinance.co.in

PUBLIC DEPOSITS

The Company, being an NBFC, has not accepted any deposits from the public during the financial year under review in accordance with Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

RISK MANAGEMENT

Your Company have effective risk management framework. The Management Discussion and Analysis Report sets out the risks identified, and the mitigation plans thereof.

RBI GUIDELINES

The Company continues to comply with all the applicable regulations prescribed by the RBI, from time to time.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 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 account 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 was adequate and operating effectively.

ANNUAL PERFORMANCE EVALUATION

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 Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF EMPLOYEES

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Annual Report as “Annexure-A”.

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.

BOARD OF DIRECTORS

As on 31^st March 2025, the Board of Directors of the Company (“the Board”) comprised 4 (Four) Directors including 1 (One) woman Director. Pursuant to Section 152 of the Act read with the Articles of Association of the Company Mr. Dilip Kumar Goyal (DIN: 00033590), Non-Executive Non-Independent Director retires from the Board by rotation at the ensuing 32^nd AGM of the Company. Being eligible, he has offered himself for reappointment. All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(7) of the Act and under regulation 25(8) of the SEBI (Listing obligations and disclosure requirements) Regulations, 2015 (‘Listing Regulation). All Independent Directors of the Company have registered their name in the data bank maintained with the Indian Institute of Corporate Affairs in terms of the provisions of the Companies (Appointment and Qualification of Directors) Rules, 2014. During the year under review the following changes have taken place in the Board:

KEY MANAGERIAL PERSONNEL

The following personnel have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Mr. Akshay Goyal, Managing Director Ms. Megha Goyal, Chief Financial Officer, appointed w.e.f.29-05-2024 Mr. Mahesh Kumar Agiwal has retired, therefore ceased from CFO w.e.f. 28-05-2024.

Ms. Simi Sen, Company Secretary and Compliance Officer appointed w. e. f 26-11-2024 Mr. Raju Patro, Company Secretary and Compliance Officer resigned w. e. f 23-10-2024

NUMBER OF MEETINGS OF THE BOARD

Number of Meetings of the Board Eight (8) meetings of the Board were held during year under review. Details of the meetings and attendance there at forms part of the Corporate Governance Report.

AUDITORS

Statutory Auditors, their Report and Notes to Financial Statements

Pursuant to the provisions of Section 139 of the Act, the Companies (Audit and Auditors) Rules, 2014, Listing Regulation and RBI Guidelines for appointment of Statutory Auditors, M/s. S K Naredi & Co LLP, (formerly known as M/s. S K Naredi & Co.) Chartered Accountants (FRN: 003333C/C400397), were appointed as the Statutory Auditors of the Company for a period of Five (5) years commencing from the conclusion of 29^th AGM held on during the year 2022 till the conclusion of the 34^th AGM to be held in year 2027 at such remuneration as may be determined and recommended by the Audit Committee and approved by the Board of Directors of the Company.

M/s. S K Naredi & Co LLP, (formerly known as M/s. S K Naredi & Co.) Chartered Accountants (FRN: 003333C/C400397) have confirmed that they are not disqualified from continuing to act as Statutory Auditors of the Company.

The observation(s) made in the Auditors Report are self- explanatory and therefore, do not call for any further comments under Section 134(3)(f) of the Act.

The Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

It is hereby taken on record that the firm (M/s. S K Naredi & Co.) has been converted into a Limited Liability Partnership (LLP) (M/s. S K Naredi & Co LLP) pursuant to the provisions of the Limited Liability Partnership Act, 2008, with effect from 20^th June 2025.

Secretarial Audit Report

Pursuant to the requirements of Section 204(1) of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Shikha Naredi, Practising Company Secretary, to conduct the Secretarial Audit for the financial year under review. The Secretarial Audit Report in Form MR-3 for the financial year under review, is attached as Annexure-B to the Boards Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Records and Auditors

The provisions of Cost Records and Cost Audit as prescribed under Section 148 of the Act are not applicable to the Company.

Reporting of Frauds by Auditors

None of the Auditors of your Company, i.e. the Statutory Auditors and Secretarial Auditors has reported any incident of fraud to the Audit Committee or the Board of Directors under Section 143(12) of the Act during the financial year under review.

SECRETARIAL STANDARD

During the year under review, the Company has complied with the applicable provisions of the Secretarial Standards issued by the Institute of Company Secretaries of India.

INTERNAL FINANCIAL CONTROLS

The Company have internal control systems in place which are commensurate with the nature of their business size, scale and complexity of their operations.

The Company has appointed M/s. Harnathka & Associates (FRN:021185C), Chartered Accountants, as Internal Auditor to test the Internal Controls and to provide assurance to the Board that business operations of the organization are in accordance with the approved policies and procedures of the Company. The Internal Auditor presents the Internal Audit Report highlighting internal audit findings and status of Management Action Plan on the Internal Audit observations.

WHISTLE BLOWER POLICY/ VIGIL MECHANISM

In compliance with the provisions of Section 177(9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the SEBI Listing Regulations, the Company has formulated a Whistle blower policy/Vigil mechanism for Directors and Employees to report concerns, details of which are covered in the Corporate Governance Report, which forms part of this Annual Report. The said policy is available on the Companys website at www.jafinance.co.in.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

The Company has adopted a policy and framework on Related Party Transactions (“RPTs”) for the purpose of identification, monitoring and approving such transactions in line with the requirements of the Act and the SEBI Listing Regulations. During the year under review, the RPT Policy had been amended to inter alia; include the amendments of the SEBI Listing Regulations.

All the RPTs that were entered into during FY 2024-25, were in ordinary course of business and on an arms length basis.

There were no material transactions requiring disclosure under Section 134(3)(h) of the Act. Hence, the prescribed Form AOC 2 does not form a part of this Annual Report.

The details of RPTs as required to be disclosed by Indian Accounting Standard 24 on “Related Party Disclosures” specified under Section 133 of the Act, read with the Companies (Indian Accounting Rules Standards) Rules, 2015, are given in the Notes to the Financial Statements.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure, together with the compliance Certificate with the requirements of Corporate Governance as stipulated under various regulations of Listing Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the financial year under review, the Company was not required to make any expenditure towards CSR projects, in absence of average net profit for three immediately preceding financial years calculated in accordance with the provisions of Section 198 of the Act. Accordingly, no CSR activity was undertaken by the Company. Considering that the Company was not required to contribute any amount towards CSR activities, report on activities as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 has not been furnished.

CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION

As the Company is a NBFC, the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant to its activities. However, adequate measures are always taken to ensure optimum utilisation and maximum possible saving of energy.

CODE FOR PROHIBITION OF INSIDER TRADING

Pursuant to SEBI (Prohibition of Insider Trading) Regulation 2015, as amended, the Company has a Board approved Code of Conduct to regulate, monitor and report trading by Insiders and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information.

TRANSFER OF UNCLAIMED DIVIDEND/SHARES TO INVESTOR EDUCATION AND PROTECTION FUND

There was no transfer of unpaid or unclaimed amount to Investor Education and Protection Fund (IEPF). However, dividend declared for the financial years 2018-19, 2019-20 and 2020-21 are Rs. 33,590.50, Rs. 34,067.90 and Rs. 80,361.20 respectively, remained unclaimed as on March 31, 2025. Pursuant to provisions of Section 124(5) of the Act, dividend lying unclaimed in the Unpaid Dividend Account for a period of 7 (Seven) years is required to be transferred by the Company to the Investor Education & Protection Fund (“IEPF”).

Further, pursuant to provisions of Section 124(6) of the Act, all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the company to IEPF.

To claim unpaid / unclaimed dividend or in case you need any information / clarification, please write to or contact to the Companys Registrar and Share Transfer Agent at nichetechpl@nichetechpl.com or the Company Secretary of the Company at jaflkolkata@gmail.com.

FOREIGN EXCHANGE EARNINGS AND OUTGO

There were no foreign exchange earnings during the financial year under review as well as during the previous financial year.

OTHER DISCLOSURES

In terms of applicable provisions of the Act and SEBI Listing Regulations, the Company discloses that during the financial year under review: i. there has been no change in the nature of business of the Company. ii. there were no material changes and commitments affecting the financial position of the Company from the end of the financial year up to the date of this Report. iii. there was no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and companys operation in future. iv. the Company has no obligatory requirement to set up any committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 v. there was no issue of shares (including sweat equity shares) to employees of the Company under any scheme. vi. there was no Scheme for provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees. vii. there was no public issue, rights issue, bonus issue or preferential issue, etc. viii. there was no issue of shares with differential rights. ix. no significant or material orders were passed by the Regulators or Honble Courts or Tribunals which impact the going concern status and Companys operations in future. x. there were no proceedings for Corporate Insolvency Resolution Process initiated under the Insolvency and Bankruptcy Code, 2016. xi. there was no failure to implement any Corporate Action.

xii. there was no instance of one-time settlement with any Bank or Financial Institution. xiii. BSE has imposed SOP Fines under Regulations 17(1),18(1),19(1),19(2),20(2) (2A) of SEBI (LODR) Regulations,2015. The Company has filed a Waiver Application for penalty amount of Rs.11,94,160/- on 21-02-2025 in BSE Limited. The reply form BSE is still pending.

Acknowledgement

The Company and its Directors wish to extend their sincere gratitude to the Members of the Company, Bankers, State Government, Local Bodies, Customers, Suppliers, Executives, Staff and workers at all levels for their continuous cooperation and assistance.