Jhaveri Credits & Capital Ltd Directors Report

To,

The Members of

JHAVERI CREDITS AND CAPITAL LIMITED

The Directors take pleasure in presenting the Thirty-First (31^st) Annual Report of the Jhaveri Credits and Capital

Limited ("the Company or JCCL") together with the Audited Financial Statements for the Financial Year ended March

31, 2025, and other accompanying reports, notes, and certificates.

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2025, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

(Rs. in Lakhs)

FINANCIAL RESULTS AND APPROPRIATIONS	2024-25	2023-24
Income
Income from Operations	2331.10	2619.62
Other Income	1.02	22.11
Total Income	2332.12	2641.73
Expenses
Purchases of stock - in-trade and investment	2118.47	3098.94
Change in inventories of stock in trade	(186.01)	(776.42)
Finance Costs	2.17	2.96
Fees and Commission Expenses	8.13	3.70
Employee Benefits Expenses	17.47	9.01
Depreciation, amortization and impairment	59.18	13.26
Other expenses	37.15	31.18
Total Expenses	2056.56	2382.63
Profit/(Loss) before Exceptional Items & Tax Expenses	275.56	259.10
Exceptional Items	0.00	0.00
Profit /(loss) before tax	275.56	259.10
Tax Expense
Current Tax	85.01	98.79
Deferred Tax	(43.06)	(1.18)
Adjustment of tax relating to earlier periods	(7.33)	0.46
Profit/(Loss) for the period	240.94	161.03
Other comprehensive income	0.00	0.00
Total Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the period	240.94	161.03
Paid up equity share capital (Face Value Rs. 10 per share)	898.59	898.59
Earnings Per Equity Share (Basic) (in Rs.)	2.68	2.42
Earnings Per Equity Share (Diluted) (in Rs.)	2.54	2.42

RESULTS OF OPERATIONS & STATE OF COMPANYS AFFAIRS

During the financial year 2024-25, The Company achieved Revenue from Operations of Rs. 2331.10 lakhs during FY 2024-25 as compared to Rs. 2619.62 lakhs in FY 2023-24. Despite a decline in revenue, the Companys profitability improved, with Profit After Tax (PAT) increasing to Rs. 240.94 lakhs from Rs. 161.03 lakhs in FY 2023-24, reflecting a growth of about 49.6%.

CAPITAL STRUCTURE OF THE COMPANY

Authorised share capital

During the year under review, there is no change in the Authorised share capital of the company. The Authorised share capital of the company is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity shares as on March 31, 2025.

Paid-up share capital

During the year under review, there is no change in the Authorised share capital of the company. The Paid-up share capital of the company is Rs. 8,98,59,360/- divided into 89,85,936 Equity shares of Rs. 10 each as on March 31, 2025.

DIVIDEND

To conserve the resources, your Directors do not recommend any dividend for the year ended on March 31, 2025.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

Mergers / demergers / amalgamation / restructuring:

Post closure of FY 2024-25, Jhaveri Credits and Capital Limited has received observation letter with ‘no adverse observations from BSE Limited on May 12, 2025. The Company has thereafter made an application with the Honble

NCLT on June 4, 2025, and pursuant to the NCLT Order dated June 19, 2025, Meetings of the Equity Shareholders and Unsecured Creditors of both the Companies and the Secured Creditor of the Transferor Company were convened on August 2, 2025, wherein the Scheme was duly approved in all the meetings. The Applicant Companies have accordingly submitted the Chairmans Report with the Honble NCLT and the matter is currently pending final sanction of the Scheme by the Honble NCLT.

The Scheme remains subject to statutory and regulatory approvals inter alia including approvals from the National Company Law Tribunal and the respective shareholders and creditors of the Companies involved in the Scheme.

SHARE CAPITAL

The Authorised Capital of the Company is Rs.15,00,00,000/- divided into 1,50,00,000 Equity Shares as on March 31, 2025 and The Paid-up Share Capital of the Company as on March 31, 2025 is Rs.8,98,59,360/- divided into 89,85,936 Equity Shares of Rs.10 each fully paid up.

MEETINGS OF THE BOARD

Eleven Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

COMMITTEES OF THE BOARD

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

ANNUAL RETURN

The Draft Annual Return of the Company as on March 31, 2025 is available on the Companys website and can be accessed at www.jhavericredits.com.

DIRECTORS RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, to the best of their knowledge and ability state that:

a) In the preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) The Directors 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 the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that period;

c) The Directors have taken proper and sufficient care 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) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and are operating effectively; and

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Directorate:

As of March 31, 2025, your Companys Board had six members comprising of one Managing Director, Two Non-Executive (Non-Independent) Directors and Three Independent Directors. The Board has one woman Director. The details of Board and Committee composition, tenure of Directors, areas of expertise and other details are available in the Corporate Governance Report, which forms part of this Annual Report.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

Appointments/Re-appointments

Mr. Keyoor Bakshi resigned as an Independent Director of the Company with effect from October 24, 2024 due to held position of independent director in various companies of the same promoter group. The Board placed on record its appreciation for the valuable services rendered by Mr. Keyoor Bakshi.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of Mr. Shaunak Mandalia (DIN: 06649347) as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from October 24, 2024.

Retirement by Rotation

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Ms. Bijal Parikh (DIN: 07027983) retires by rotation at the ensuing AGM and being eligible offers herself for re-appointment.

Brief details of Ms. Bijal Parikh proposed to be re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice of Annual General Meeting.

B. Key Managerial Personnel

As of March 31, 2025, your Companys Board had three Key Managerial Personnel:

Mr. Vishnukumar Patel Managing Director Mr. Parth Sanghavi Chief Financial Officer

Ms. Vrunda Dattani Company Secretary & Compliance officer*

*Resigned w.e.f. July 5, 2025

Mr. Nevil Sheth resigned as Company Secretary & Compliance officer w.e.f. August 29, 2024. The Board placed on record its appreciation for the valuable services rendered by Mr. Nevil Sheth. Further, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Ms. Vrunda Dattani as Company Secretary w.e.f. November 1, 2024.

Mr. Bhushan Pithe resigned as CFO w.e.f. May 30, 2024 due to personal reason. The Board of Directors on recommendation of Nomination and Remuneration Committee appointed Mr. Parth Sanghavi as Chief Financial Officer of the Company w.e.f. August 12, 2024.

Policy on Directors Appointment and Remuneration

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The policy is available on the Companys website at https://jhavericredits.com/download/Statutory/Nomination&RemunerationPolicy_JCCL.pdf

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and b) they have registered their names in the Independent Directors Databank. The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

The Policy for selection of Directors and determining Directors independence sets out the guiding principles for the

Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual Board members with diverse background and experience that are relevant for the Companys operations. The said policy is put up on the Companys website and can be accessed at https://jhavericredits.com/download/Statutory/T&CofAppointmentofIDs_JCCL.pdf

The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

AUDITORS AND AUDITORS REPORT

Statutory Auditors

M/s. KDN & Associates LLP Chartered Accountants (Firm Registration No. 131655W/W100691) Ahmedabad are the Statutory Auditors of the Company for the year ended March 31, 2025 and who has resigned on August 20, 2025 for the following reasons:

1. With the expansion of the Companys day-to-day operations, the nature and scale of the audit engagement now require a larger audit team with enhanced resources and a wider professional network to ensure the audit process is carried out efficiently and diligently.

2. they understand that the merger of U R Energy (India) Private Limited with Jhaveri Credits and Capital Limited is currently under process before the Honble NCLT. Post-merger, the integrated structure would be better served by a single audit firm possessing the scale, capacity, and geographical reach to meet the combined entitys requirements effectively.

There are no other circumstances connected with their resignation which they consider should be brought to the notice of the Board. It is clarified that thier firm neither have any sort of dispute nor have any concern relating to suppression of information by the management of the Company for the purpose of carrying out audit procedures.

The Board of Directors recommends to appoint M/s. B. K. Patel & Co Chartered Accountants (Firm Registration No. 112647W/W100691) as Statutory Auditor of the Company to fill the casual vacancy caused by the resignation of M/s. KDN & Associates LLP Chartered Accountants (Firm Registration No. 131655W/W100691) Ahmedabad and whose period of office would expire on the conclusion of ensuing Annual General Meeting.

Auditors Report

M/s. KDN & Associates LLP Chartered Accountants (Firm Registration No. 131655W/W100691) conducted statutory audit of Company for financial year ended on March 31, 2025, Independent Auditors Report forms part of financial statement as part of Annual Report. There are no qualifications or adverse remarks in the Auditors Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

These financial statements for the year ended March 31, 2025, are prepared in accordance with IND-AS.

Disclosure of total fees paid to Statutory Auditor

Total fees for all services paid by the Company to statutory auditors of the Company during the year ended March 31, 2025, are Rs.0.57 lakh.

Secretarial Auditor and Secretarial Auditors Report

In terms of Section 204 of the Act and Rules made thereunder, M/s ALAP and Co. LLP, Practicing Company Secretaries (FRN: L2023GJ013900 and Peer Review No. 5948/2024) were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of records and documents of the Company for FY 2024-25 and their report is annexed as Annexure I to this report. The Secretarial Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year ended March 31, 2025 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. The Annual Secretarial Compliance Report issued by M/s ALAP and Co. LLP, Practicing Company Secretaries has been submitted to the Stock Exchange within 60 days of the end of the Financial Year and their report is annexed as Annexure I to this report.

Secretarial Standards

During the year under review, the company has complied with the applicable secretarial standards i.e. SS-1 and SS-2, relating to the "meeting of the Board of Directors" and "General Meetings", issued by the "Institute of Company Secretaries of India", have been duly followed by the company.

Meeting of Independent Directors

Meeting of the Independent Directors of the Company was held on March 29, 2025 wherein all the independent directors were present.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered into between the Company, Directors, management or their relatives. Hence, disclosure in Form AOC-2 is not provided. All the contracts / arrangements / transactions entered into by the Company with the related parties during the financial year 2024-25 were in the ordinary course of business and on arms length basis as disclosed in the financial statements. The details of related party disclosure form a part of notes to the financial statements provided in the annual report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

A formal evaluation mechanism has been adopted for evaluating the performance of the Board, the Committees thereof and individual Directors. The evaluation is based on criteria which include, among others, providing strategic perspective, integrity and maintenance of confidentiality and independence of judgment, attendance, time devoted and preparedness for the Meetings, quality, quantity and timeliness of the flow of information between the Board Members and the Management, contribution at the Meetings, effective decision making ability, monitoring the corporate governance practices, role and effectiveness of the Committees and effective management of relationship with stakeholders Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of the Section 135 of the Companies Act, 2013 and the Rules framed thereunder are not applicable to the Company. Hence CSR report is not required to be annexed.

DEPOSITS

During the year under review, your Company has not accepted deposits covered under Section 73 of the Companies Act, 2013

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separate annexure forming part of this Report as Annexure - II.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the 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 ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this regard.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e-mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at https://jhavericredits.com/download/Statutory/WhistleBlowerPolicy_JCCL.pdf.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion and Analysis as Annexure - III, which forms part of the Directors Report.

CORPORATE GOVERNANCE

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practising Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the company, who have affirmed the compliance thereto.

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

A. Conservation of Energy

Being a responsible Company, Jhaveris daily operations are not energy-intensive. The Company follows energy efficient practices to contribute its bit in energy conservation.

i) Steps taken or impact on conservation of energy:

The Company believes that energy conservation is a collective effort and works towards ensuring implementation of energy efficient techniques by the staff by providing training and conducting awareness programmes.

ii) Steps taken for utilization of alternate sources of energy:

1. The Company follows energy-efficient techniques like limiting the use of artificial lights and encouraging use of natural light as much as possible.

2. The Company uses energy efficient CFL or LED lights in place of regular bulbs to save energy.

3. The Staff has been advised to use hibernation mode on Computers when it is not in use.

4. All the employees are trained of the energy-saving features of appliances and other electronics like the printers and air-conditioners.

5. The company ensures to replace the outdated electronic equipment with certified energy efficient ones. iii) Capital investment on energy conservation equipments:

No significant capital investment is made on energy consumption equipment which can be quantified.

B. 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.

i) Efforts made towards technology absorption	Not Applicable
ii) Benefits derived	Not Applicable
iii) Details of Technology Imported in last three years
a) Details of Technology imported	Not Applicable
b) Year of import	Not Applicable
c) whether the technology been fully absorbed	Not Applicable
d) if not fully absorbed, areas where absorption has not taken place, and the reasons thereof	Not Applicable
iv) Expenditure incurred on Research and Development	: Not Applicable

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange in terms of actual outflows was NIL.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

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 Companys 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.

INSURANCE

The assets of your Company have been adequately insured.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

LISTING

The Equity shares of the company are listed on Bombay Stock Exchange Limited and Company has paid Annual Listing Fees up to the Year 2024-25.

LARGE ENTITY:

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.jhavericredits.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

Reclassification of Promoters/ Promoter Group to Public

During the year under review, the Company had submitted application regarding the reclassification of certain shareholders from the Promoter and Promoter Group category to Public category pursuant to Regulation 31A of the Listing Regulations, the Company has received approval from Stock Exchange i.e. the BSE Limited on August 16, 2024 for the re-classification of the following persons from the ‘Promoter and Promoter Group category to the ‘Public category of the shareholders of the Company, in accordance with Regulation 31A of the Listing Regulations:

Sr. No.	Name of the Promoters	Category
1	Kamlesh Jitendra Jhaveri	Promoter
2	Karan Kamlesh Jhaveri	Promoter
3	Bhadresh Jitendra Jhaveri	Promoter
4	Bhadresh Jitendra Jhaveri - HUF	Promoter
5	Jeet Bhadresh Jhaveri	Promoter
6	Sangita Bhadresh Jhaveri	Promoter

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company

5. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

6. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

7. Change in the nature of business of the Company.

8. Instances of transferring the funds to the Investor Education and Protection Fund.

9. Under Corporate Insolvency Resolution Process under the Details of any application filed for corporate insolvency and Bankruptcy Code, 2016. 10. Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act,

2013

11. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof. 12. There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and members of the Company.

For and on behalf of the Board of Directors For Jhaveri Credits and Capital Limited

Date: August 28, 2025	Vishnukumar Patel	Bijal Parikh
Place: Ahmedabad	Managing Director	Director
	DIN: 02011649	DIN: 07027983