Jagsonpal Finance & Leasing Ltd Directors Report

To,

The Members,

Jagsonpal Finance & Leasing Limited.

Dear Members,

The Board of Directors are pleased to present the 34th Annual Report together with the Audited Standalone Financial Statements of the Company for the year ended 31st March 2025.

FINANCIAL SUMMARY/HIGHLIGHTS OF PERFORMANCE:

The financial summary for the year under review is as below:

(Amount in Lakhs)

Particulars	Year ended March 31, 2025	Year ended March 31, 2024
Total Income	0.15	49.98
Total Expenses (excluding Interest & Depreciation)	71.34	14.23
Profit Before Interest & Depreciation	(71.19)	35.75
Less: Interest and Finance Charges (net)	-	-
Less: Depreciation	(0.03)	-
Profit Before Tax	(71.22)	35.75
Add / (Less) Prior Period Adjustment- Income Tax	-	-
Add / (Less): Provision for current tax	-	-
Add / (Less): Deferred tax	0.02	-
Profit After Tax	(71.25)	35.75
Other Comprehensive Income/(Loss)	-	-
Total Comprehensive Income/(Loss) for the year	(71.25)	35.75
Earnings per equity share:
Basic (Rs.) (at Actual)	(0.39)	0.65
Diluted (Rs.) (at Actual)	(0.39)	0.65

STATE OF THE COMPANYS AFFAIRS:

During the year under review, your Company has registered total income of Rs. 0.15 Lakhs as compared to Rs. 49.98 Lakhs in the previous year. Further, the Company has loss before tax of Rs. 71.22 Lakhs as compared to profit of Rs. 35.75 Lakhs in the previous year i.e. an increase of 6.35% over the previous year.

Presently, the Company has no operations.

It is proposed to carry on the business in the area of development, consultancy, advisory of computer software, computer technology primarily for financial technology. The resolution for addition of the said object in the memorandum of association is passed by the members on 15th February 2025 via postal ballot.

The Company do not intend to do the business of providing loans, finance and other allied activities. The main objects relating to lending and financing business are proposed to be deleted.

Further, there were no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

There is no material changes and commitments 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 this Report.

DIVIDEND

In view of losses, no dividend has been considered for the financial year 2024-25.

TRANSFER TO RESERVES Your Board does not propose to transfer any amount to reserves during the Financial Year 2024-25 except for adjustment of transfer of loss after tax to its respective reserve.

RISK MANAGEMENT AND I NTERNAL CONTROL

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner.

The Board of the Company at regular intervals monitors the financial, operational, legal risk to the Company. There is no risk, which, in the opinion of the Board, may threaten the existence of the Company.

The internal financial controls are adequate and are monitored at regular intervals.

DEPOSITS

There was no deposit accepted by the Company within the meaning of Section 73 and 76 of the Companies Act, 2013 and Rules made there under at the beginning of the year. The Company has not invited or accepted deposit during the year and there was no deposit which remained unpaid or unclaimed at the end of the financial year.

TAKEOVER AND CHANGE IN MANAGEMENT AND CONTROL

On June 24, 2024, Mr. Karthik Srinivasan (Acquirer) entered into a Share Purchase Agreement with Mr. Jasbir Kaur Kochhar and other erstwhile promoters of the Company ("Sellers"), for acquisition of 30,77,010 equity shares representing 55.94% of then equity share capital of the

Company. Pursuant to Regulation 3(1) and 4 of Securities and Exchange Board of India (Substantial Acquisition of Share and Takeover) Regulations 2011, mandatory Open Offer to the Public Shareholders of the Company has been made by the Acquirer to acquire up to 14,30,104 Equity Shares representing 26% of the then equity shares of the Company. The Acquirer has acquired from the erstwhile promoters, 30,77,010 Equity share representing of 55.94% of then paid-up share capital and nil Equity Shares, from the Public Shareholders under the open offer. Further, consequent to acquisition, the Management and Control of the Company has been changed through appointment of New Directors and Key Managerial Personnel and Mr. Karthik Srinivasan has been categorised as the promoter of the Company.

CHANGE IN THE CAPITAL

STRUCTURE OF THE COMPANY AND PREFERENTIAL ISSUE OF EQUITY SHARES:

The Authorized Share Capital of the Company was increased from Rs. 7,50,00,000/- (Rupees Seven Crore and Fifty Lakhs only) consisting of 75,00,000 (One Seventy-Five Lakhs only) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 18,50,00,000/- (Rupees Eighteen Crore Fifty Lakhs only) consisting of 1,85,00,000 (One Crore Eighty-Five Lakhs) equity shares of Rs. 10/- (Rupee Ten) each vide special resolution dated 15th February 2025.

The Company on 15th February 2025 issued by way of preferential issue on Private Placement basis 1,27,05,000 (One Crore Twenty-Seven Lakhs and Five Thousand) Equity Shares of

Rs. 10/- each fully paid up for a price of Rs. 12.50/- (Rupees Twelve and Fifty Paise only) each, aggregating to Rs. 15,88,12,500/- (Rupees Fifteen Crores Eighty-Eight Lakhs Twelve Thousand Five Hundred Only) for cash.

Subsequent to the above allotment the issue, paid up and subscribed equity share capital of the Company is Rs. 18,20,54,000/- (Rupees Eighteen Crore Twenty Lakhs Fifty-Four Thousand only) divided into 1,82,05,400 (One Crore Eighty-Two Lakhs Five Thousand and Four Hundred) Equity Shares of Rs. 10/- each.

ALTERATION OF MEMORANDUM OF ASSOCIATION OF THE COMPANY

The Memorandum of Association of the Company were altered / proposed to be altered as following vide special resolution:

i) On 15th February 2025, to alter Clause V of the Memorandum of Association pertaining to the Authorized Share Capital of the Company; ii) On 15th February 2025, to alter the Main Object clauses of the Company iii) On 07th May, 2025, to alter the State of Registered office of the Company iv) The objects clauses pertaining to providing loans, finance and other allied activities are proposed to be deleted.

CHANGE IN THE REGISTERED OFFICE OF THE COMPANY

During the year under review, the registered office of the Company was proposed to be shifted from "National Capital Territory (NCT) of Delhi" at Level 3B/ DLF Centre, Con-naught Place, Sansad Marg, Central Delhi, New Delhi, Delhi, 110001 to "State of Maharashtra" at Office no.

2, B Wing, Connekt, 4th Floor, Silver Utopia, Chakala, Andheri East, Mumbai 400 099. The change in the registered office was approved by the Board of Directors at their meeting held on Friday, 28th March 2025 and the members on 7th May, 2025, and will be effective after receipts of all required statutory approvals.

USE OF PROCEEDS

The proceeds generated from the Preferential issue of equity shares are yet to be utilized and will be utilized for the purpose for which it was raised.

SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES

As on 31st March 2025, the Company did not have any joint venture/associate company/ subsidiary.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Directors:

During the year under review:

• Mr. Kanwarpal Singh Kochhar resigned from the position of Managing Director / Chairman with effect from 20th November 2024.

• Mr. Saranjeet Singh and Mrs. J asvinder Kaur resigned from the o ffice of Non-Executive - Non-Independent Director of the Company with effect from 3rd De-cember 2024. Mr. Gurpreet Singh and Mr. Gurmeet Singh resigned as Independent Directors with effect from 3rd December 2024.

• Mr. Om Prakash Tiwari resigned from office of Non-Executive Independent Director with effect from 13th December 2024.

The above resignations were due to change in the management of the Company.

• Mr. Karthik Srinivasan was appointed as Chairman and

Managing Director with effect from 20th November 2024.

• Dr. Shailendra Naidu Somarouthu was appointed as an Additional Director to hold the office of Non-Executive, Independent Director, on the Board of the Company for a period of 5 years commencing from 20th November 2024.

• Mrs. Sugandhi Krishnan Iyer was appointed as an Additional Director to hold the office of Non-Executive, Independent Director, on the Board of the Company for a period of 3 years commencing from 03rd De-cember 2024.

• Mr. Rodney Stuart Pearce was appointed as an Additional Director to hold the office of Non-Executive Director, on the Board of the Company with effect from 03rd December 2024.

• Mr. Satish Ramachandran was appointed as an Additional Director to hold the office of Non-Executive, Independent Director, on the Board of the Company for a period of 3 years commencing from 13th December 2024.

The above appointments were as per the recommendations of the Nomination and Remuneration Committee and approvals of Board of Directors at their respective meetings. The members of the Company accorded approval via passing n ecessary resolution for appointments of Mr. Karthik Srinivasan as Chairman and Managing Director; Mr. Dr. Shailendra Naidu Somarouthu, Mrs. Sugandhi Krishnan Iyer and Mr. Satish Ramachandran as Director of the Company to hold the office of Non-Executive Independent

Directors and appointment of Mr. Rodney Stuart Pearce as Non-Executive Director on 15th February 2025. The Board of Directors have opined that their integrity, expertise, experience including proficiency is beneficial to the Company.

Mr. Karthik Srinivasan (DIN: 09805485), retires by rotation at this Annual General Meeting, and being eligible, offers himself for reappointment. The Board of Directors recommend the re-appointment of Mr. Karthik Srini-vasan.

Key Managerial Personnel:

During the year under review:

• Mr. Kanwarpal Singh Kochhar has resigned from the position of Chief Financial Officer with effect from 20th November 2024 and Mr. Karthik Srinivasan was appointed as Chief Financial Officer with effect from 20th November 2024.

• Mr. Sumit Kumar Ghosh has resigned from the office of Company Secretary and Compliance of the Company with effect from 20th November 2024, • Mrs. Poonam Vaze joined the Company on 20th November 2024 and resigned from the office of Company Secretary and Compliance of the Company on 28th March 2025.

• CS Shilpa Soni was appointed as the Company Secretary & Compliance Officer of the Company with effect from 28th March 2025.

The Company has furnished necessary information/intimations/ returns/forms as required under the Companies Act, 2013 and the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 to give effect to the aforesaid changes.

COMPOSITION OF BOARD AND STATUTORY COMMITTEES

Board of Directors:

Sr. No. Name	Nature of Directorship
1. Mr. Kanwarpal Singh Kochhar	Chairperson and Managing Director
	(Up to 20th November 2024)
2. Mr. Gurmeet Singh	Non-Executive - Independent Director
	(Up to 03rd December 2024)
3. Mr. Gurpreet Singh	Non-Executive - Independent Director
	(Up to 03rd December 2024)
4. Mr. Om Prakash Tiwari	Non-Executive - Independent Director
	(Up to 13th December 2024)
5. Mr. Saranjeet Singh	Non-Executive - Non-Independent Director (Up to 03rd Decem-
	ber 2024)
6. Mrs. Jasvinder Kaur	Non-Executive - Non-Independent Director (Up to 03rd Decem-
	ber 2024)
7. Mr. Karthik Srinivasan	Chairperson and Managing Director
	(w.e.f. 20th November 2024)
8. Mr. Rodney Stuart Pearce	Non-Executive Non-Independent Director
	(w.e.f. 3rd December 2024)
9. Mrs. Sugandhi Krishnan Iyer	Non-Executive Independent Director
	(w.e.f. 3rd December 2024)
10. Mr. Satish Ramachandran	Non-Executive Independent Director
	(w.e.f. 13th December 2024)
	11.
11. Dr. Shailendra Naidu Somarouthu	Non-Executive Independent Director
	(w.e.f. 20th November 2024)

 

Audit Committee:
Sr. No. Name	Status in Committee
1. Mr. Gurmeet Singh	Chairperson (Up to 3rd December 2024)
2. Mr. Gurpreet Singh	Member (Up to 3rd December 2024)
3. Mr. Om Prakash Tiwari	Member (Up to 13th December 2024)
4. Mr. Saranjeet Singh	Member (Up to 3rd December 2024)
5. Mrs. Sugandhi Krishnan Iyer	Chairperson (w.e.f. 3rd December 2024)
6. Mr. Shailendra Naidu Somarouthu	Member (w.e.f. 20th November 2024)
7. Mr. Rodney Stuart Pearce	Member (w.e.f. 3rd December 2024)
Nomination and Remuneration Committee:
Sr. No. Name	Status in Committee
1. Mr. Gurmeet Singh	Chairperson (Up to 3rd December 2024)
2. Mr. Gurpreet Singh	Member (Up to 3rd December 2024)
3. Mr. Om Prakash Tiwari	Member (Up to 13th December 2024)
4. Mrs. Jasvinder Kaur	Member (Up to 3rd December 2024)
5. Mr. Shailendra Naidu Somarouthu	Chairperson (w.e.f. 20th November 2024)
6. Mrs. Sugandhi Krishnan Iyer	Member (w.e.f. 3rd December 2024)
7. Mr. Rodney Stuart Pearce	Member (w.e.f. 3rd December 2024)
Stake Holders Relationship Committee:
Sr. No. Name	Status in Committee
1. Mr. Om Prakash Tiwari	Chairperson (Up to 13th December 2024)
2. Mr. Gurmeet Singh	Member (Up to 3rd December 2024)
3. Mr. Gurpreet Singh	Member (Up to 3rd December 2024)
4. Mr. Saranjeet Singh	Member (Up to 3rd December 2024)
5. Mr. Rodney Stuart Pearce	Chairperson (w.e.f. 3rd December 2024)
6. Mr. Shailendra Naidu Somarouthu	Member (w.e.f. 3rd December 2024)
7. Mr. Karthik Srinivasan	Member (w.e.f. 20th November 2024)
Boards Sub-Committee:
Sr. No. Name	Status in Committee
1. Mr. Karthik Srinivasan	Chairman
2. Mr. Rodney Stuart Pearce	Member

NUMBER OF MEETINGS OF THE BOARD

During the financial year

2024-2025, 10 (Ten) meetings of the Board of Directors were held on 24th May 2024, 30th May 2024, 24th June 2024, 12th August 2024, 11th October 2024, 20th November 2024, 03rd December 2024, 13th December 2024, 15th January 2025 and 28th March 2025.

The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report and not repeated here. The intervening time gap between two consecutive Meetings of the Board was within the limit prescribed under the Companies Act, 2013, i.e., the same was not exceeding 120 (One Hundred and Twenty) days.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declaration from Dr. Shailendra Naidu Somarouthu, Mr. Satish Ramachandran and Mrs. Sugandhi Krishnan Iyer, Independent Directors of the Company as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013; that they will abide by the provisions specified in Schedule IV to the Companies Act, 2013 and that their names are registered in the data bank as per Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014. The Board has taken on record the declarations so received.

BOARD EVALUATION

The formal evaluation of the Board as whole, Independent and Non-Independent Directors of the Company was done at the respective meetings of Independent Directors and the

Board of Directors each held on 04th September 2024.

The performance of Mr. Gurmeet Singh, Mr. Gurpreet Singh and Mr. Om Prakash Tiwari, Non-Executive Independent Director was evaluated on the criteria like participation including attendance, contribution, initiative at Board/Committee Meetings; exercise of objective independent judgment on strategy, performance; managing relationships with fellow Board members and senior management; maintenance of confidentiality and independence; adherence to the applicable code of conduct for independent directors; ethics and integrity; providing recommendations professionally as per domain knowledge. The same was found to be satisfactory.

The Non-Independent Directors were evaluated at a separate meeting of Independent Directors in which factors like appropriate guidance to the departmental heads of the Company, understanding of the business, financial realities, decision making, views on the governance, financial discipline and other practices, objective assessment on the plans framed by the executive team and role in formulating and overseeing the corporate strategy discharge of the duties and responsibilities entrusted, initiative with respect to various areas and for expansion, expertise towards the operational, strategy and statutory affairs, risk management and mitigation, commitment and maintaining desirable/ approachable relationship with Board, management team, regulators, bankers, industry representatives and other stakeholders, integrity and to ensure the financial compliances and working of the Company were assessed. The same was found to be satisfactory.

Factors like Board structure/ composition with experience, qualifications and a proper mix of competencies to conduct its affairs effectively, diversity in terms of gender/background/ competence/ experience and interaction of Committee with the Board, approach of Board toward unforeseen situation, frequency of meeting, agenda, logistics, relevant information, time allotted, discussion and decision on agenda items, inputs from the Board members, circulation of minutes and incorporation of suggestion thereon, communication with the management team, company employees and others, helpful feedback to management on its requirements, monitoring of policies, transparency and quality, quantity, and timeliness of the information provided, risk management, emphasis on corporate governance, initiatives taken to ensure regulatory compliances were considered for evaluation of the Board. The same was found to be satisfactory.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company constantly endeavours to familiarize its Independent Directors on the functioning of the Company, so that they are aware of the functions of the Company and their expertise can be utilized for the betterment of the Company. In this view the Company has conducted Familiarization Programmes to familiarize the Independent Directors of the Company. Details of the same are disclosed on the website of the Company and the web link of the same is https://jagsonpal.co.in/disclosure-under-regulation-46-of-se-bi-lord-regulations.php

NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 the Company has a Nomination and Remuneration Policy on Directors and Senior Management Employees appointment and remuneration including criteria for determining their qualifications, positive attributes, independence and other prescribed matters in place. The Remuneration Policy of the Company is available on the website of the Company https://jagsonpal.co.in/policies

Currently, no compensation is paid to the Non-Executive Directors of the Company except for the sitting fees as per provisions of Companies Act, 2013.

ANNUAL RETURN

As per Section 92 of the

Companies Act, 2013, the copy of annual return is available on the website of the Company https://jagsonpal.co.in/ annual-returns

COMMITTEE AND POLICY UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, no instance of complaint or report under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 was registered in any of the units including the head office of the Company. A report of Internal Committee has been submitted to respective District Officer(s)/ appropriate authority(ies) as required under the aforesaid Act.

VIGIL MECHANISM

The Company has established a Vigil Mechanism for directors and employees to report genuine concerns. The vigil mechanism provides for adequate safeguards against victimization of person who use Vigil Mechanism and provide for direct access to the

Chairperson of the Audit Committee.

The details of Vigil Mechanism are displayed on the website of the Company https://jagsonpal.co.in/ disclosure-under-regulation-46-of-sebi-lord-regula-tions.php

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

There were no loans, guarantees and investments made by the Company under Section 186 of the Act during the period under review.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013

All contracts/ arrangements/ transactions entered by the Company during the financial year under review with related parties were at an arms length price basis and in the ordinary course of business. Such transactions form part of the notes to the financial statements provided in this Annual Report.

All Related Party Transactions ("RPTs") are placed before the Audit Committee for prior approval. On a quarterly basis, details of RPTs are placed before the audit committee for its noting/ review. The Company has also disclosed a report on the related party transaction to the Bombay Stock Exchange Limited for the half year ended September 30, 2024, and March 31, 2025, as required under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The information for related party transactions as required under Rule 8(2) of the Companies (Accounts) Rules, 2014 in prescribed Form AOC-2 is enclosed to this Report as Annexure A.

The Company has already adopted a Policy for dealing with Related Party Transactions which is subject to review and revision by the Audit Committee and Board. The revised and updated policy on Related Party Transactions as approved by the Board has been displayed on the Companys website at https://jagsonpal.co.in/policies

The details of other loans and advances are mentioned in notes to accounts and are not repeated here.

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details, as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, regarding remuneration of Directors, Key Managerial Personnel and other related disclosure is given as Annexure B to the Boards Report.

Further, a statement showing the names and other particulars of employees as per Rule 5(2) and 5(3) of the aforesaid Rules, forms part of this report. However, in terms of first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days and through electronic means. Further in terms of proviso to said Rule 5(3), such particulars shall be available to any shareholder on specific request made by him in writing or e-mail to Company Secretary, at investor@jagsonpal.co.in.

There was no employee who was employed throughout the year or part thereof and in receipt of remuneration aggregating to Rs. 102.00 Lakhs p.a. or more or who was employed for part of the year and in receipt of remuneration aggregating to Rs. 8.50 Lakhs p.m. or more.

DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby confirm:

1. That in the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures.

2. That the selected accounting policies were applied consistently, and the Directors 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 as of 31st March 2025 and of the profit and loss of the Company for the financial year ended on that date.

3. That proper and sufficient care has been taken 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 to the best of the Directors knowledge and ability.

4. That the annual accounts have been prepared on a going concern basis.

5. That internal financial controls have been laid down, and are followed by the Company and the said internal financial controls are adequate and are operating effectively and;

6. That proper system has been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.

7. That during the year 2024-2025, the Company has complied with the Secretarial Standard as amended and applicable to the Company.

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

(A) Conservation of energy-

(i) the steps taken or impact on con-	The Company continued energy conservation efforts during
servation of energy;	the year.
(ii) the steps taken by the company for utilizing alternate sources of energy;	NIL
(iii) the capital investment on energy conservation equipment.	NIL
(B) Technology absorption-
(i) the efforts made towards technology absorption;	The activities of the Company at present do not involve technology absorption and research and development.
(ii) the benefits derived like product improvement, cost reduction, product development or import substitution;	NIL
(iii) in case of imported technology (im- ported during the last three years reckoned from the beginning of the financial year)-
(a) the details of technology import- ed;
(b) the year of import;
(c) whether the technology been fully absorbed;
(d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and
(iv) the expenditure incurred on Re- search and Development.	NIL

(C) Foreign exchange earnings and outgo-

The Foreign Exchange earned in terms of actual inflows during the year;	NIL (Previous year – NIL)
The Foreign Exchange outgo during the year in terms of actual outflows.	NIL (Previous year – NIL)

DISCLOSURES WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

Aggregate number of	Number of shareholders	Number of shareholders	Aggregate number of
shareholders and the outstanding shares in the suspense account lying at the beginning of the year	who approached list- ed entity for transfer of shares from suspense account during the year	to whom shares were transferred from suspense account during the year	shareholders and the outstanding shares in the suspense account lying at the end of the year
NIL	NIL	NIL	NIL

Declaration that the voting rights on shares in the suspense account shall remain frozen up to the rightful owner of such shares claims the shares – Not Applicable

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is separately set out.

STATUTORY AUDITOR

M/s MSKG & Co., Chartered Accountants (FRN: 008262W) who were appointed as the Statutory Auditors of the Company resigned from the office of Statutory Auditors of the Company vide resignation letter dated 20th November 2024 due to change in the management.

To fill the casual vacancy caused by resignation of the statutory auditor, the Board of Directors of the Company appointed M/s. Jain Vinay & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 006649W) as the Statutory Auditors of the Company for the Financial Year 2024-25 pursuant to Section 139(8) of the Companies Act, 2013. The approval of members for the said appointment was availed on 15th February 2025 by postal ballot.

M/s. Jain Vinay & Associates, Chartered Accountants, Mumbai (Firm Registration Number: 006649W) hold the office up to conclusion of ensuing Annual General Meeting and being eligible offers themselves for re-appointment. The Company has received a certificate from the Auditors to the effect that their re-appointment, if made, would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013. The Directors recommend their re-appointment as the Statutory Auditors for a period of five years from the conclusion of this Annual General Meeting on remuneration to be decided by the Board of Directors of the Company.

COST RECORDS AND AUDIT

The provisions relating to maintaining of cost record and to conduct cost audit are not applicable to the Company.

SECRETARIAL AUDITOR

M/s. Pooja Sawarkar and

Associates, Practicing Company Secretary, Mumbai was appointed as the Secretarial Auditor of the Company for Financial Year 2024-2025. In terms of Section 204(1) of the Companies Act, 2013, a Secretarial Audit Report is annexed as Annexure C of this Boards Report.

RESPONSES TO QUALIFICATIONS,

RESERVATIONS, ADVERSE REMARKS AND DISCLAIMERS MADE BY THE STATUTORY A UDITORS AND THE SECRETARIAL AUDITORS

There are no qualifications, reservations, adverse remarks, disclaimers or any fraud reported by the Statutory Auditors in their report on Financial Statements for the Financial Year 2024-25.

There are no qualifications, reservations, adverse remarks and disclaimers of the Secretarial Auditors in the Secretarial Audit Report for the Financial Year 2024-25.

INDIAN ACCOUNTING STANDARD (IND AS)

The financial statement for the year 2024-25 has been prepared in accordance with IND AS, prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules issued thereunder and the other recognised accounting practices and policies to the extent applicable.

CORPORATE GOVERNANCE

Your Company has been practising the principles of good corporate governance. In accordance with Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 a detailed report on corporate governance is annexed as Annexure D.

M/s Pooja Sawarkar and

Associates, Practising Company Secretaries, have certified that the Company is in compliance with the requirements of Corporate Governance in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Compliance Certificate is annexed to the Report on Corporate Governance.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 regarding Constitution of Corporate Social Responsibility (CSR) Committee and spending of at least 2% of average net profit are not applicable to the Company.

TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

There is no money in the unpaid dividend account which remained unclaimed or unpaid for a period of seven years from date of transfer of such amount to the unpaid dividend account and the Company was not required to transfer any such amount to Investor Education and Protection Fund.

PROCEEDINGS UNDER

INSOLVENCY AND BANKRUPTCY CODE, 2016 AND SETTLEMENTS

During the year under review, no application was made, or any p roceeding was pending by or against the Company under the Insolvency and Bankruptcy Code, 2016.

The repayment of the loan availed from Bank or Financial Institution by the Company are as per repayment schedule. Hence, question of one-time settlement and difference between valuation done at the time of one-time settlement and valuation while taking loan from Bank/Financial Institution does not arise.

EMPLOYEE RELATIONS

The relations of the management with staff and workers remained cordial during the entire financial year.

ACKNOWLEDGEMENTS

The Directors place on record their appreciation for the sincere and wholehearted co-operation extended by all concerned, particularly Companys bankers, Bombay Stock Exchange Limited, the Government of Maharashtra, the Central Government, suppliers, clientele and the staff of the Company and look forward to their continued support. The Directors also thank the members for continuing their support and confidence in the Company and its management.

		On behalf of the Board of Directors
	Jagsonpal Finance & Leasing Limited
	Karthik Srinivasan	Mr. Satish Ramachandran
	Chairperson and Managing Director	Director
Place: Mumbai	and Chief Financial Officer	DIN: 10869372
Date: 26th May 2025	DIN: 09805485