Jagsonpal Services Ltd Management Discussions

(Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 134 of the Companies Act, 2013)

Global and Indian Economic Overview

The global economic environment during FY2025- 26 remained uncertain, impacted by heightened geopolitical tensions, including ongoing conflicts in Eastern Europe and renewed hostilities in the Middle East, rising protectionism, and realignments in global trade and supply chains. According to the IMF World Economic Outlook (April 2026), global GDP growth for 2026 is projected at approximately 3.1%, with downside risks arising from geopolitical fragmentation, fluctuating commodity prices, high sovereign debt levels, and tighter global financial conditions.

India continued to outperform most major economies, supported by strong domestic consumption, public infrastructure spending, and structural reforms. The IMF projects Indias GDP growth at around 6.4% for both 2025 and 2026, reinforcing its position as one of the fastest-growing large economies globally. Inflation moderated during the year, aided by calibrated monetary policy and easing supply-side pressures.

Industry structure and development

The financial services and fintech sector in India continued to evolve rapidly, driven by increasing digital adoption, financial inclusion initiatives, and regulatory consolidation. However, the operating environment became significantly more competitive due to tighter regulatory oversight, rising customer acquisition costs, and increased expectations around governance, data privacy, and customer protection.

During FY 2025-26, the Reserve Bank of India issued the Reserve Bank of India (Digital Lending) Directions, 2025, consolidating and replacing earlier digital lending guidelines and default loss guarantee frameworks. These Directions introduced stricter compliance requirements relating to borrower disclosures, data localisation, technology standards, governance of Lending Service Providers (LSPs), and registration of Digital Lending Apps (DLAs) with the RBIs CIMS portal. In parallel, SEBI notified multiple amendments to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, effective 1 April 2025, strengthening corporate governance, disclosure standards, materiality assessment, and reporting requirements for listed entities. A consolidated SEBI LODR Master Circular updated up to 30 January 2026 further reinforced uniform compliance expectations across listed companies.

In light of the prevailing business environment, fintech-linked activities became increasingly challenging without adequate scale, capital, and regulatory readiness. The Company underwent a change in management during the year, with the new management adopting a cautious and calibrated approach to re-enter fintech-linked operations as regulatory clarity improves and market conditions stabilise.

Outlook and Opportunities

The medium to long-term outlook for fintech and digital financial services in India remains positive, supported by increasing digital adoption, technological advancements, and government-led digital public infrastructure initiatives such as UPI, India Stack, and OCEN.

Key opportunities include digital-first lending models, co-lending partnerships, niche product offerings, and technology-driven financial solutions. However, growth will remain contingent upon evolving regulatory compliance, strong risk management practices, and sustainable, customercentric business models.

In this context, the Company is advancing its strategic objective of simplifying and democratising access to education finance by developing a next-generation, end-to-end digital platform. This integrated architecture will incorporate digital KYC, automated credit decisioning, bureau integration, account aggregator framework, e-signing, e-mandates, and digital payments, enabling faster sanction and disbursement.

The platform is designed to deliver a seamless, self-service digital journey through web and mobile interfaces, while also supporting a hybrid, assisted model through the Companys sales team on a consent-driven basis. This approach is expected to enhance customer experience, improve operational efficiency, and strengthen the Companys competitive positioning.

Threats, Risks and concerns

The Company operates in an environment exposed to multiple internal and external risks, including:

• Macroeconomic risks: Slower global growth, geopolitical disruptions, and financial market volatility.

• Regulatory risks: Frequent and substantive changes in RBI, SEBI, and MCA regulations, particularly affecting fintech and digital lending operations.

• Funding risks: Dependence on market liquidity and risk of funding constraints during periods of volatility.

• Technology and cybersecurity risks: Increased exposure to cyber threats, data breaches, and IT disruptions.

• Human capital risks: Shortage of skilled professionals and high attrition in fintech and IT sectors.

• Asset quality risks: Sector-wide moderation, with NBFC NPAs witnessing marginal deterioration during FY 2025-26.

The Company continues to monitor these risks and evolve internal policies accordingly.

Segment-wise or product- wise performance

The Company is currently operating in a single segment, namely software and IT-related activities, including software development, application management, and allied technology services.

Internal control systems and their adequacy

The Company has established adequate internal financial control systems commensurate with the size, scale, and complexity of its operations. During the year under review, a comprehensive evaluation of internal controls was conducted, covering entity-level controls, process-level controls, and information technology controls. Key business processes were reviewed, and risk-control matrices were analysed.

The assessment confirmed that reasonable internal financial controls are in place and operating effectively. No material weaknesses were observed in the design or implementation of internal controls during the year.

The Company has formulated policies, systems, and procedures to ensure reliability of financial reporting, operational efficiency, and compliance with applicable laws, regulations, and internal codes of conduct. The Board of Directors, management team, and employees collectively contribute to maintaining a strong internal control environment.

M/s. J K S & Co., Chartered Accountants, were appointed as Internal Auditors for the financial year 2025-26. The Audit Committee periodically reviews the internal audit reports and provides guidance for further strengthening internal controls and governance processes.

Discussion on financial performance with respect to operational performance

As of 31st March, 2026, the net worth of the Company stood at Rs. 1,125.50 Lakhs, as compared to Rs. 1,613.40 Lakhs in the previous financial year. The Company had no secured or unsecured borrowings during the year under review, as well as in the preceding year.

Total income for the year amounted to Rs. 38.99 Lakhs, compared to Rs. 0.15 Lakhs in the previous year. The Company incurred a loss before tax of Rs. 486.87 Lakhs during FY 2025-26, as against a loss of Rs. 71.22 Lakhs reported in FY 2024-25. The detailed financial performance and operational results are elaborated in the accompanying financial statements and notes thereto.

Material developments in Human Resources / Industrial Relations front, including number of people employed.

The Company continues to regard its employees as its most valuable asset. Emphasis is placed on nurturing internal talent and preparing employees to take on higher responsibilities as the Company transitions into its next phase of growth.

As of 31 March 2026, the Company employed Six personnel. The Board of Directors places on record its sincere appreciation for the commitment, dedication, and valuable contributions made by employees at all levels during the year under review.

Material events during the year

During the financial year under review, the Company entered into a Share Purchase Agreement dated August 21, 2025 for the acquisition of 100% of the paid up share capital of Welcast Finstocks Private Limited, comprising 1,97,170 equity shares of Rs.10 each and 52,750 compulsorily convertible preference shares of Rs.10 each, along with management and control of the said entity.

The acquisition has been undertaken as part of the Companys strategic growth initiatives and is expected to strengthen its presence in the financial services segment. The transaction does not impact the management or control of the Company and does not impose any restriction or liability on the Company.

The acquisition is subject to compliance with applicable statutory and regulatory approvals, including approval from the Reserve Bank of India (“RBI”), wherever applicable. RBI on 7th May, 2026 and 2nd July, 2026 granted its approval for appointment of the Companys representatives on the Board of Directors of Welcast and for acquisition of entire shareholding of Welcast respectively.

The Board believes that this transaction is in the long term interest of the Company and its stakeholders.

Details of significant changes (i.e. change of 25% or more as compared to the immediately previous financial year) in key financial ratios, along with detailed explanations therefor, including:

The key financial ratios during the year are as under:

Disclaimer:

Statements in this Management Discussion and Analysis Report describing the Companys objectives, projections, estimates, expectations, or predictions may constitute forward-looking statements. The actual results can differ materially from those reflected herein due to various factors beyond the Companys control. The Company assumes no responsibility to publicly amend, modify or revise any forward-looking statements on the basis of any subsequent development, information, or event.