JMG Corporation Ltd Directors Report

To,

The Members,

PANTHAORA LIMITED

(Formerly known as JMG Corporation Limited)

In compliance with the applicable provisions of the Companies Act, 2013 (‘the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI LODR), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review.

The Directors are pleased to present the Thirty seventh Annual Report for the year ended 31st March 2026:

[The amounts appearing in the report have been rounded off to Lakhs except No. of shares and EPS in accordance with the Financial Statements]

FINANCIAL HIGHLIGHTS:

PARTICULARS	2025-26	2024-25
Total Revenue from Operations	67.50	90.18
Other Income	5.15	23.93
Total Income	72.65	114.11
Total Expenditure	179.58	105.66
Profit before Exceptional Items and Tax	(106.93)	8.45
Add (Less): Exceptional Items	-	-
Profit before Tax	(106.93)	8.45
Total Tax Expense	-	-
Profit after Tax	(106.93)	8.45
Earnings per Share (Basic) (in R)	(0.46)	0.04
Earnings per Share (Diluted) (in R)	(0.46)	0.04

ACCOUNTING TREATMENT

The Audited Standalone Financial Statements of the Company, prepared in accordance with Section 133 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and the Indian Accounting Standards (Ind AS), along with the Auditors Report, form an integral part of this Annual Report.

COMPANYS PERFORMANCE AND STATE OF AFFAIRS:

? COMPANYS PERFORMANCE

The revenue from operations of the company for the FY 2025-26 was ^67.50 lakhs, while the revenue from operations for the FY 2024-25 was ^90.18 lakhs. The Company incurred a net loss after tax of ^106.93 lakhs during FY 2025-26, as against a net profit after tax of Rs.8.45 lakhs in FY 2024-25.

? STATE OF AFFAIRS

During the year under review, the company has entered into various Memorandum of Understanding for rendering its services and for growth of business of the company. The Companys new activities are progressing gradually and management is hopeful that it will gain momentum in the current financial year. The Management is striving to add new activities in other related areas of Business and Directors hope for some progress in these fields in the current year.

The Company did not undergo any change in the nature of its business during FY 2025-26.

The Company is still trying to finalize and add new business activities.

? FUTURE OUTLOOK

The Company continues to explore opportunities for expansion into new and related areas of business. The management remains focused on identifying suitable business opportunities and is hopeful of achieving gradual growth and improved performance in the coming financial year.

DECLARATION OF DIVIDEND:

Keeping in view the financial performance of the company the board of Directors of your company has not recommended any Dividend pertaining to the financial year 2025-26.

TRANSFER TO RESERVES

Your Company has transferred balance in statement of Profit & Loss amounting to Rs. (106.93) to reserves of the company. Apart from this no amount has been transferred o any reserves by the company during the financial year under review.

CAPITAL STRUCTURE

? AUTHORISED SHARE CAPITAL

There was no change in the Authorised Share Capital of the Company during the year under review. The Authorised Share Capital of the Company as on 31st March, 2026 was Rs. 20,00,00,000/- (Rupees Twenty Crore Only) divided into 8,00,00,000 (Eight Crore Only) Equity Shares of Rs. 2.50/- (Rupees Two and Fifty Paise Only) each.

? ISSUED, SUBSCRIBED & PAID-UP SHARE CAPITAL

The paid-up Equity Share Capital as on 31st March, 2026 was Rs. 5,78,94,737.50 (Rupees Five Crore Seventy-Eight Lakhs Ninety-Four Thousand Seven Hundred Thirty-Seven and Fifty Paise Only) divided into 2,31,57,895 (Two Crore Thirty-One Lakhs Fifty-Seven Thousand Eight Hundred and Ninety-Five Only) Equity Shares of Rs. 2.50/- (Rupees Two and Fifty Paise Only) each.

There was no change in the Issued, Subscribed and Paid-up Share Capital of the Company.

The Company has not issued or allotted any shares nor bought back any securities during the financial year.

DEPOSITS:

The Company has neither accepted/invited any deposits from the public nor defaulted in repayment of deposits during the period within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on 31st March, 2026, there were no deposits which were unpaid or unclaimed and due for repayment. Hence company need not to give details related to deposits. There is no non-compliance of the provisions of Chapter V of the Companies Act 2013.

Pursuant to the compliance of Rule 2 of Companies (Acceptance of Deposits) Rules, 2014 the company has availed unsecured loan from its directors amounting to Rs. 21 Lakh and the declaration in writing to this effect has been received from the respective director at the time of giving loan.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During financial year under review, the Company has not transferred any amount to Investor Education and Protection Fund (IEPF).

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:

Subsequent to the close of the financial year 2025-26, an Extra-Ordinary General Meeting (EGM) of the members of the Company was held on July 25, 2026, wherein the members approved the following material matters:

> Change in Name of the Company: The members approved the change in the name of the Company from JMG Corporation Limited to Panthaora Limited. The change in name has been duly approved by the Ministry of Corporate Affairs (MCA), and the new Certificate of Incorporation dated 19^th August, 2026 has been issued accordingly. Further, the Company has also received in-principle approval from BSE Limited dated 20^th August, 2026 for the change in name. The Company is in the process of updating its records with BSE Limited accordingly.

> Shifting of Registered Office: The members approved the shifting of the Registered Office of the Company from the State of Delhi to the State of Rajasthan. The Company is in the process of filing the necessary application and completing the requisite statutory formalities in this regard.

> Adoption of New Set of Articles of Association: The members approved the adoption of a new set of Articles of Association of the Company in accordance with the provisions of the Companies Act, 2013.

> Creation of Mortgage/Charge: The members approved the proposal for creation of mortgage/charge on the assets of the Company, pursuant to Section 180(1)(a) of the Companies Act, 2013, for an amount not exceeding Rs.100 Crores.

> Enhancement of Borrowing Limits: The members approved the enhancement of the overall borrowing limits of the Company pursuant to Section 180(1)(c) of the Companies Act, 2013, up to an amount not exceeding Rs.100 Crores.

> Enhancement of Limits under Section 186: The members approved the enhancement of the limits for making investments, granting loans, giving guarantees and providing securities under Section 186 of the Companies Act, 2013, up to an amount not exceeding Rs.100 Crores.

Except for the aforesaid matters, there have been no other material changes or commitments affecting the financial position of the Company between the end of the financial year 2025-26 and the date of this Report.

CHANGE IN CONTROL, ACQUISITION AND OPEN OFFER

Pursuant to the Share Purchase Agreement dated 04 December 2025 executed between Mr. Neerav Bairagi ("Acquirer") and Mr. Atul Kumar Mishra, the existing Promoter of the Company, Mr. Neerav Bairagi acquired 84,80,331 (Eighty-Four Lakh Eighty Thousand Three Hundred and Thirty-One) Equity Shares, representing 36.62% of the total voting share capital of the Company. The aforesaid acquisition resulted in a change in control and management of the Company, pursuant to which Mr. Neerav Bairagi became the Promoter and acquired control over the Company.

The said acquisition triggered the obligation to make a mandatory open offer in accordance with Regulations 3(1) and 4 of the Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended from time to time, for acquisition of up to 60,21,053 (Sixty Lakh Twenty-One Thousand Fifty-Three) Equity Shares, representing 26% of the total voting share capital of the Company, from the public shareholders of the Company.

Pursuant to the completion of the open offer, the Acquirer acquired an additional 37,10,644 (Thirty-Seven Lakh Ten Thousand Six Hundred and Forty-Four) Equity Shares, representing 16.02% of the total voting share capital of the Company. Consequently, the aggregate shareholding of Mr. Neerav Bairagi increased to 1,21,90,975 (One Crore Twenty-One Lakh Ninety Thousand Nine Hundred and Seventy-Five) Equity Shares, representing 52.64% of the total voting share capital of the Company. Accordingly, Mr. Neerav Bairagi became the Promoter and acquired controlling interest in the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

Managements Discussion and Analysis Report for the period under review, in terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations") is presented in a separate section forming part of this Annual Report (Attached in the Annexure A)

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

Company does not have any Subsidiary, Joint venture or Associate Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) and sub-section (5) of Section 134 of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the followings:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule Ill to the Act, have been followed and there are no material departures from the same;

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, 2026 and of the profit & loss of the Company for the year ended on that date;

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts for the financial year ended March 31, 2026 on a going concern basis;

e) the Directors have laid down 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.

MANAGEMENT:

A) Composition of Board of Directors

The Board of Directors of the Company comprises individuals of proven integrity and competence. Collectively, the Directors bring with them diverse experience, financial expertise, strategic foresight, and leadership capabilities. The Board members are committed to the Companys growth and governance and devote sufficient time to deliberations and participation in Board and Committee meetings.

As of March 31, 2026, the Board comprises six (6) Directors. The composition and category of Directors are provided below:

Name and DIN	Designation/ Category	Date of appointment
1. Atul Kumar Mishra (DIN: 00297681)	Managing Director and Promoter	12/11/2018
2. Anita Mishra (DIN: 07950600)	Non-Executive Director and Promoter	29/09/2018
3. Satish Charan Kumar Patne (DIN: 00616104)	Non-Executive, Independent Director	29/01/2021
4. Neeraj Jain (DIN: 02726637)	Non-Executive, Independent Director	25/09/2024
5. Subodh Kumar (DIN: 06990253)	Non-Executive Director and Professional	25/08/2025
6. Vivek Bansal (DIN: 02426343)	Non-Executive, Independent Director	25/08/2025

• During the year under review, Mr. Vivek Bansal was appointed as an Additional NonExecutive Independent Director and Mr. Subodh Kumar was appointed as an Additional NonExecutive Director by the Board of Directors at its meeting held on May 28, 2025. Pursuant to the provisions of Sections 149, 152 and 161 of the Companies Act, 2013, and based on the approval of the members obtained at the Extraordinary General Meeting held on August 25, 2025, their appointments were regularized as Directors of the Company

Detailed description for change in composition of the Board of Directors of the Company: Subsequent to the close of the financial year under review:

• Mr. Rahul Singh Jadaun, was appointed as an Independent Non-Executive Additional Director with effect from April 27, 2026, and the respective appointment was regularised by members of the company at their duly held Extraordinary General Meeting held on July 25, 2026.

• Ms. Yashasvi Pareek, was appointed as an Ad.ditional Ind,epend,ent Director with effect from April 27, 2026, and the respective appointment was regularised by members of the company at their duly held Extraordinary General Meeting of the Company held on July 25, 2026.

• Ms. Maya Bairagi, was appointed as an Ad.ditional Director with effect from April 27, 2026, and the respective appointment was regularised by members of the company at their duly held Extraordinary General Meeting held on July 25, 2026.

• Mr. Neerav Bairagi was appointed as an Ad,ditional Director with effect from April 27, 2026, and the respective appointment was regularised by members of the company at their duly held Extraordinary General Meeting held on July 25, 2026.

• Mr. Atul Kumar Mishra resigned from the position of Managing Director of the Company with effect from April 27, 2026.

• Ms. Anita Mishra resigned from the position of Director of the Company with effect from April 27, 2026.

• Mr. Subodh Kumar resigned from the position of Director of the Company with effect from April 27, 2026.

• Mr. Satish Charan Kumar Patne resigned from the position of Director of the Company with effect from April 27, 2026.

• Mr. Neeraj Jain resigned from the position of Director of the Company with effect from April 27, 2026.

• Mr. Vivek Bansal resigned from the position of Director of the Company with effect from April 27, 2026.

B. Retirement by Rotation & Re-Appointment of Director

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Maya Bairagi (DIN: 10070430) Director of the Company, whose period of office is liable to retire by rotation under section 152 of the Companies Act will retire at ensuing the Annual General Meeting. She is eligible, for re-appointment has offered herself for reappointment. The Board recommends her re-appointment to the members at the ensuing Annual General Meeting and the shareholders are requested to consider her re-appointment on the board.

C. Independent Directors

As on March 31, 2026, the Company has three Independent Directors:

• Mr. Neeraj Jain

• Mr. Satish Charan Kumar Patne

• Mr. Vivek Bansal

These Independent Directors bring with them rich experience and independent judgement, contributing significantly to the governance framework of the Company.

D. WOMEN DIRECTOR

Pursuant to the provisions of section 149 of the Companies Act, 2013 and regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the board of directors of the company is required to be constituted with at least one women director and accordingly, The Company has one women director on its Board:

> Ms. Anita Mishra- Director

Meeting of Independent Directors

In compliance with Schedule IV of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015, a separate meeting of the Independent Directors was held on February 12^th, 2026, without the presence of Executive or Non-Independent Directors. All the Independent Directors were present at the Independent Directors meeting.

The meeting reviewed:

• Performance of Non-Independent Directors and the Board as a whole,

• Performance of the Chairperson, taking into account the views of executive directors and non-executive directors

• Quality, quantity, and timeliness of information flow between the management and the Board.

All Independent Directors attended the meeting.

The composition of the meeting was as follows:

Name	Position	Category
Mr. Neeraj Jain	Chairman	Non-Executive Independent Director
Mr. Satish Charan Kumar Patne	Member	Non-Executive Independent Director
Mr. Vivek Bansal	Member	Non-Executive Independent Director

Declaration by Independent Directors

All Independent Directors of the Company have given declarations under Section 149(7) and Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.of the Companies Act, 2013, stating that they meet the criteria of independence as laid down under Section 149(6) of the Act. Further, the declaration underRegulation 16(1)(b) of the SEBI Listing Regulations has also been received from the directors stating they meet the criteria of independence as provided in clause (b) of sub-regulation (1) of regulation 16 and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

E. KEY MANAGERIAL PERSONNEL

As on March 31, 2026, the Key Managerial Personnel of the Company include:

• Mr. Atul Kumar Mishra- Managing Director

• Mr. Sonu Kumar Varshney - Chief Financial Officer

• Ms. Nisha Kumari - Company Secretary

There have been no changes in key managerial personnel during the period under review.

After the closure of financial year, the following changes have taken place in the composition of the Key Managerial Personnel of the Company.

> Mr. Manprakash Verma was appointed as Chief Financial Officer with effect from 27.04.2026.

> Ms. Neha Gupta was appointed as Company Secretary & Compliance Officer with effect from 29.05.2026.

> Mr. Sonu Kumar Varshney resigned from the position of Chief Financial Officer with effect from 27.04.2026

> Ms. Nisha Kumar resigned from the position of Company Secretary of the Company with effect from April 27, 2026.

MEETINGS:

A. BOARD MEETINGS:

The Board meets at regular intervals to discuss and take a view on the Companys policies and strategy apart from other Board matters. The notice for the board meetings is given well in advance to all the Directors.

During the Financial Year 2025-2026, the Company held 10 board meetings of the Board of Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 were adhered to while considering the time gap between two meetings. The details of these Board meetings are as follows.

Date of Board Meeting	No. of Directors entitled to attend	No. of Directors present
1. 07.05.2025	5	5
2. 28.05.2025	5	5
3. 29.05.2025	7	5
4. 30.05.2025	7	5
5. 01.08.2025	7	6
6. 12.08.2025	7	6
7. 25.08.2025	7	6
8. 01.09.2025	7	5
9. 14.11.2025	7	5
10. 12.02.2026	7	7

The Composition, category and attendance of each Director at the Board and Annual General Meeting of each Director is as follows:

Name of Director	DIN	Category of Directors hip	No. of Board Meeting Entail ed to attend ed	No. of Board Meetings attend ed	Attendance at the last AGM
ATUL KUMAR MISHRA	00297681	Managing Director	10	10	Yes
ANITA MISHRA	07950600	Director	10	9	Yes
SUBODH KUMAR	06990253	Director	8	6	Yes
NEERAJ JAIN	02726637	Independent Director	10	9	Yes
SATISH CHARAN KUMAR PATNE	00616104	Independent Director	10	9	Yes
VIVEK BANSAL	02426343	Independent Director	8	2	Yes

B. GENERAL MEETINGS:

Following are the details of the general meetings of shareholders held during the financial year 2025-2026: -

Type of Meeting	Date
(Annual/ Extra- Ordinary)
Extra-Ordinary General Meeting	25.08.2025
Annual General Meeting	29.09.2025

COMMITTEES OF THE BOARD OF DIRECTORS:

The Company has formed committees as required under the Companies Act, 2013. Accordingly, as on 31st March, 2026 and presently the board has Three (3) committees i.e. Audit Committee, Nomination and Remuneration Committees and Stakeholders Relationship Committee. The constitution of which are given below:

? AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance Section 177 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014 as amended from time to time. It adheres to the terms of reference which is prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. All members of the Committee are financially literate and have accounting or related financial management expertise.

The Audit Committee consists of the following members:

Members Name	Designation
1. NEERAJ JAIN	Chairman
2. ATUL KUMAR MISHRA	Member
3. SATISH CHARAN KUMAR PATNE	Member

Following is the detail of the attendance of each of the members of the Audit Committee at its

Meeting held during the year under review:

Date of Meeting	Name of Members/ Directors
	NEERAJ JAIN - CHAIRMAN	ATUL KUMAR MISHRA - MEMBER	SATISH CHARAN KUMAR PATNE - MEMBER
1. 07.05.2025	V	V	V
2. 28.05.2025	V	V	V
3. 12.08.2025	V	V	V
4. 30.08.2025	V	V	V
5. 14.11.2025	V	V	V
6. 12.02.2026	V	V	V

Subsequent to the closure of the financial year, the Audit Committee was reconstituted on April 27, 2026. Accordingly, as on the date of this Report, the Audit Committee comprises the following members:

Members Name	Designation
1. YASHASVI PAREEK	Chairman
2. NEERAV BAIRAGI	Member
3. RAHUL SINGH JADAUN	Member

? NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee covers all matters specified in Section 178 of the Companies Act, 2013 and rules made thereunder .The committee oversees formation of criteria for determining qualifications, positive attributes and independence of a director The Committee ensures evaluations of Directors performance and recommends to the Board, their appointment/removal based on his/her performance and other matters related to remuneration for Directors, Key Managerial Personnel and Senior Management etc.

The Nomination and Remuneration Committee consists of the following members:

Members Name	Designation
1. NEERAJ JAIN	Chairman
2. ANITA MISHRA	Member
3. SATISH CHARAN KUMAR PATNE	Member

During the year under review, the Nomination and Remuneration Committee met 01 time wherein due quorum was present for the meeting and the notice of meeting was given to all the Members.

Following is the detail of the attendance of each of the members of the Nomination and Remuneration Committee at its Meeting held during the year under review:

Date of Meeting	Name of Members/ Directors
	NEERAJ JAIN - CHAIRMAN	ANITA MISHRA - MEMBER	SATISH CHARAN KUMAR PATNE - MEMBER
1. 28.05.2025	V	V	V
2. 31.07.2025	V	V	V
3. 30.08.2025	V	V	V
4. 12.02.2026	V	V	V

Subsequent to the closure of the financial year, the Nomination and Remuneration Committee was reconstituted on April 27, 2026. Accordingly, as on the date of this Report, the Nomination and Remuneration Committee comprises the following members:

Members Name	Designation
1. YASHASVI PAREEK	Chairman
2. MAYA BAIRAGI	Member
3. RAHUL SINGH JADAUN	Member

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration of Directors, Key Managerial Personnel and other employees.

? STAKEHOLDERS RELATIONSHIP COMMITTEE

This Committee has been constituted as a good corporate governance practice for taking care of the grievances of all the stakeholders such as shareholders.

The Stakeholders Relationship Committee looks into shareholders complaints related to transfer of shares, non-receipts of balance sheet besides complaints from SEBI, Stock Exchanges, Court and various Investor Forums. It oversees the performance of the Registrars and Transfer Agent and recommends measures for overall improvement in the quality of investor services.

The Company follows the SCORES, which has initiated by SEBI for processing the investor complaints in a centralized web-based redress system and online Redressal of all the shareholders complaints.

The Stakeholders Relationship Committee consists of the following members:

Members Name	Designation
1. NEERAJ JAIN	Chairman
2. ATUL KUMAR MISHRA	Member
3. SATISH CHARAN KUMAR PATNE	Member

Following is the detail of the attendance of each of the members of the Nomination and

Remuneration Committee at its Meeting held during the year under review:

Date of Meeting	Name of Members/ Directors
	NEERAJ JAIN - CHAIRMAN	ATUL KUMAR MISHRA - MEMBER	SATISH CHARAN KUMAR PATNE - MEMBER
1. 28.05.2025	V	V	V
2. 01.08.2025	V	V	V
3. 01.09.2025	V	V	V
3. 14.11.2025	V	V	V
4. 01.12.2025	V	V	V
5. 12.02.2026	V	V	V

Subsequent to the closure of the financial year, the Stakeholders Relationship Committee was reconstituted on April 27, 2026. Accordingly, as on the date of this Report, the Stakeholders Relationship Committee comprises the following members:

Members Name	Designation
1. YASHASVI PAREEK	Chairman
2. NEERAV BAIRAGI	Member
3. RAHUL SINGH JADAUN	Member

? CSR COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013, are not applicable to the Company. Hence, Your Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

ANTI SEXUAL HARASSMENT COMMITTEE AND DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN ATWORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary and trainee) are covered under this Policy. The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,2013.

The following is a summary of Sexual Harassment complaints received and disposed off during the year:

a. Number of complaints of Sexual Harassment received in the Year	NIL
b. Number of Complaints disposed off during the year	NIL
c. Number of cases pending for more than ninety days	NIL

MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed there under. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees. All eligible women employees are provided with maternity benefits as prescribed under the Maternity Benefit Act, 1961, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

The Company also ensures that no discrimination is made in recruitment or service conditions on the grounds of maternity. Necessary internal systems and HR policies are in place to uphold the spirit and letter of the legislation.

The Company remains committed to supporting its women employees by providing a safe, inclusive and enabling workplace that encourages work-life balance and facilitates a smooth transition during and after maternity.

No complaints or grievances relating to maternity benefits were reported during the financial year 2025-26.

VIGIL MECHANISM/WHISTLEBLOWER POLICY:

In compliance with the provisions of Section 177 of the Act and Regulation 22 of the SEBI Listing Regulations, the Company has established a part of vigil mechanism for its Directors and employees to report their concerns or grievances. The said mechanism, inter alia, encompasses the Whistle Blower Policy and it provides for adequate safeguards against victimization of persons who use it.

The Vigil Mechanism provides appropriate avenues to the Directors and employees to report to the management, concerns about unethical behaviour, actual or suspected fraud or violation of the code of conduct or policies of the Company, as adopted/framed from time to time.

Vigil Mechanism/Whistle Blower Policy is available on the website of the company at www.jmg- corp.in

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

Information as required to be given under Section 134(3) (m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in the annexure to this report as Annexure- B

EXTRACT OF ANNUAL RETURN:

In terms of provisions of Section 92 of the Companies Act, 2013 and Rule 12 of Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company in Form MGT-7 for the financial year ended March 31, 2026 is hosted on the Companys website viz. www.jmg-corp.in

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

In compliance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("MR Rules"), the prescribed disclosures, including the ratio of the remuneration of each Director to the median remuneration of employees and other pertinent details, are provided in "Annexure C" to this Report.

There is no employee receiving remuneration in excess of limits prescribed in sub-rule (2) of Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

In alignment with the principles of Diversity, Equity, and Inclusion (DEI), the Company discloses below the gender composition of its workforce as on the March 31, 2026.

? Male Employees: 6

? Female Employees: 2

? Transgender Employees: NIL

This disclosure reinforces the Companys efforts to promote an inclusive workplace culture and equal opportunity for all individuals, regardless of gender.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel strives to ensure that the level and composition of remuneration are reasonable and sufficient to attract, retain, and motivate Directors of the quality required to run the Company successfully. The same is available on the website of the company at www.jmg-corp.in

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All contracts / arrangements / transactions entered into / by the Company for the financial year ended March 31, 2026, with related parties, if any were on an arms length basis and in the ordinary course of business.

There were no materially significant related party transactions which could have potential conflict of interest with the Company at large.

During the year, the Company has not entered into any contract / arrangement / transaction with related parties which could be considered material which is required to be reported in Form AOC - 2 in terms of section 134 (3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

As per the provisions of Section 135 of the Companies Act, 2013, read with rules framed there under, every company including its holding or subsidiary and a foreign company, which fulfills the criteria specified in sub-section (1) of section 135 of the Act shall comply with the provisions of Section 135 of the Act and its rules.

Since the Company is not falling under any criteria specified in sub-section (1) of section 135 of the Act, our Company is not required to constitute a Corporate Social Responsibility ("CSR") Committee.

The Company was not required to constitute Corporate Social Responsibility committee under the section 135 of Companies Act, 2015.

RISK MANAGEMENT:

The Company has established a well-defined process of risk management, wherein the identification, analysis and assessment of the various risks, measuring of the probable impact of such risks, formulation of risk mitigation strategy and implementation of the same takes place in a structured manner. Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. The Company on various activities also puts necessary internal control systems in place across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources.

The board of directors of the company have made endeavour for development and implementation of a risk management policy for the company including identification therein of elements of risk pertaining to business of the company.

INTERNAL CONTROL SYSTEM:

Panthaora Limited (Formerly known as JMG Corporation Limited) internal control system is designed to ensure operational efficiency, protection, accuracy and promptness in financial reporting and compliance with laws and regulations. The internal control system is supported by an internal audit process for reviewing the design, adequacy and efficacy of the Companys internal controls, including its systems and processes and compliance with regulations and procedures. Internal Audit Reports are discussed with the Management and are reviewed by the Audit Committee of the Board and necessary corrective actions are taken.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has instituted a robust internal control framework designed to ensure operational efficiency, safeguard its assets, maintain compliance with applicable laws and regulations and ensure the reliability of financial reporting. The internal control systems are continually reviewed, strengthened and upgraded in line with the evolving scale and complexity of operations.

The Internal Audit function operates independently and regularly assesses the adequacy and effectiveness of the internal controls across all functions and geographies. These audit reports are reviewed periodically by the Audit Committee, which monitors the implementation of audit recommendations and corrective actions. The Committee also holds regular discussions with both internal and statutory auditors to evaluate and reinforce the integrity of the internal control environment.

Pursuant to the evaluation under Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee confirmed that the Companys Internal Financial Controls were adequate and functioning effectively as of 31st March, 2026.

Further, the Companys Statutory Auditors, BSD & Co., have audited the financial statements and provided their opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting as per the requirements of Section 143 of the Companies Act, 2013

BOARDS OPINION ON THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Board of Directors is pleased to affirm its strong confidence in the integrity, expertise, and experience of the independent directors appointed during the year. Each appointee has demonstrated exceptional proficiency in their respective fields, bringing invaluable knowledge and strategic insight to the Board.

The appointment process involved a rigorous selection procedure, ensuring that candidates possessed not only the necessary skills and qualifications but also upheld the highest standards of ethical conduct and corporate governance. The Board believes that the independent directors appointed possess the integrity, objectivity, and independence required to make impartial judgments, safeguard shareholder interests, and effectively challenge management.

The diverse backgrounds and experiences of these directors, encompassing a wide range of industries and disciplines, significantly enhance the overall governance framework of the Company. Their professional expertise, combined with a deep understanding of the industry, ensures that the Board is well-equipped to navigate complex business challenges and drive the Companys long-term success.

In conclusion, the Board is confident that the independent directors appointed during the year will continue to make meaningful contributions to the Companys growth, governance, and overall success.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of Sections 134(3)(p), 149(8) and Schedule IV of the Companies Act, 2013, Sub rule (4) of Rule 8 of Companies (Account) Rules, 2014 and in accordance with the Guidance Note on Board Evaluation issued by Securities and Exchange Board of India, the Directors have carried out the annual performance evaluation of the Board, Independent Directors, Non-executive Directors, Executive Directors, Committees and the Chairman of the Board. The performance was evaluated based on inputs received from all the directors after considering criteria such as Board composition and structure, effectiveness of Board / Committee processes, and information provided to the Board, etc.

A separate meeting of the Independent Directors was also held on 12^th February, 2026 during the year for the evaluation of the performance of non-independent Directors, performance of the Board as a whole and that of the Chairman. The Board expressed their satisfaction with the evaluation process.

Familiarization / Orientation program for Independent Directors:

The Independent Directors attend a Familiarization / Orientation Program upon their induction on the Board. Further, various programmes are conducted from time to time for the benefit of the Independent Directors to provide them with updates on regulatory developments, industry developments and other significantmatters relevant to their role and responsibilities.

However, the disclosure relating to the Familiarization Programme for Independent Directors is not applicable to the Company, as the provisions of Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance are not applicable to the Company, considering the exemption available based on the prescribed thresholds of paid-up equity share capital and net worth.

AUDITORS & AUDITORS REPORT:

STATUTORY AUDITORS

M/s BSD & Co., Chartered Accountants (Firm Registration No. 000312S), Statutory Auditors of the Company, hold office until the conclusion of the ensuing 37 th Annual General Meeting ("AGM").

Based on the recommendation of the Audit Committee, the Board of Directors has recommended to the Members the appointment of M/s SUNSVG & ASSOCAITES, Chartered Accountants (Firm Registration No. 118693W), Statutory Auditors of the Company, for a term of five consecutive years commencing from the conclusion of the 37th AGM until the conclusion of the AGM to be held in the year 2031, subject to the approval of the Members at the ensuing AGM.

The Company has received the necessary consent and eligibility certificate from M/s SUNSVG & ASSOCAITES, Chartered Accountants (Firm Registration No. 118693W), Statutory Auditors of the Company, confirming that their re-appointment, if approved by the Members, shall be in accordance with the provisions of Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the rules framed thereunder.

AUDITORS REPORT

In the opinion of the directors, the notes to the accounts in auditors report are self-explanatory and adequately explained the matters, which are dealt with by the auditors.

No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143 (12) of the Act.

COST AUDITORS

The provisions of Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Rules, 2014, the maintenance of cost records has not been specified by the Central Government under the said section for the business activities carried out by the Company.

Hence, provision of appointment of Cost Auditors & maintenance cost records is not applicable to the Company.

INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the company is required to appoint internal auditor. During the year under review M/s Nagar Krishna & Associates (Firm Regn. No. 025174N) internal auditor of the company has resigned with effect from 07.05.2025 and M/s. Shyam Amitesh & Co (Firm Regn No. 030712N) has been appointed as internal auditor of the company for the period April 1, 2024 - March 31, 2030 for a period of five consecutive years.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and other applicable provisions, if any, of the Companies Act, 2013, the Board of Directors, at its meeting held on 01st September, 2025, had appointed M/s. P. K. Mishra & Associates, Practicing Company Secretaries, as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2025-26.

The Secretarial Audit Report issued by M/s. P. K. Mishra & Associates, Practicing Company Secretaries, for the financial year 2025-26 is annexed to this Boards Report as Annexure-D.

Thereafter, the Board of Directors, at its meeting held on 13th August, 2026, approved the appointment of M/s. G & J Associates, Practicing Company Secretaries (Firm Registration No.: P2023RJ097600) as the Secretarial Auditor of the Company for conducting the Secretarial Audit for the financial year 2026-27.

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

There were no loans, guarantees and investments under Section 186 of the Companies Act, 2013 during the year 2025-26.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTI NG THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

There were no significant and material orders passed by any Regulators or Courts or Tribunals, during the financial year 2025-26 that would, in any way, impact or jeopardize the going concern status of the Company or adversely affect its future operations. This reflects Companys strong regulatory standing, ensuring continued stability and business growth.

CORPORATE GOVERNANCE CERTIFICATE:

The Company is committed to maintaining the highest standards of corporate governance and adheres to sound corporate governance practices in the conduct of its business and affairs.

Pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the provisions relating to Corporate Governance as specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and paragraphs C, D and E of Schedule V of the SEBI Listing Regulations are not applicable to the Company during the financial year 2025-26.

Accordingly, the Corporate Governance Report for the financial year ended March 31, 2026, is not required to be disclosed.

STATEMENT ON COMPLIANCES OF APPLICABLE SECRETARIAL STANDARDS

Pursuant to Section 118(10) of the Act, the Company has diligently adhered to all the applicable Secretarial Standards, issued by the ICSI, including any subsequent amendments, during the year under review. Such compliance reflects the Companys commitment to robust corporate governance, transparency and regulatory compliance, emphasizing its dedication to ethical business practices and accountability.

LISTING

Your Companys shares are listed on BSE Limited, and the listing fees for the financial year 2025-26 have been duly paid. The Companys shares are not suspended for trading on Stock Exchange(s). The Scrip Symbol of the Company is JMGCORP and the ISIN of the Company is INE745F01011. a

INVESTOR GRIEVANCE REDRESSAL

The investor complaints are processed in a centralized web-based complaints redress system. The salient features of this system are centralized database of all complaints, online upload of Action Taken Reports (ATRs) by the concerned companies and online viewing by investors of actions taken on the complaint and its status.

The Company has been registered on SCORES platform and makes every effort to resolve all investor complaints received through SCORES or otherwise within the statutory time limit from the receipt of the complaint. There are no pending complaints on the SCORES as of March 31, 2026.

REGISTRAR AND SHARE TRANSFER AGENT

The Company has appointed Indus Shareshree Pvt. Ltd. (Formerly known as Indus Portfolio Pvt. Ltd.) as its Registrar and Share Transfer Agent (RTA) to handle all share registry work, both in physical and electronic form.

POLICY FOR PRESERVATION OF DOCUMENTS

In accordance with the Regulation 9 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Policy for preservation of documents (The Policy) has been framed and adopted by the Board of Directors of the Company in their Board Meeting to aid the employees in handling the Documents efficiently. This Policy not only covers the various aspects on preservation of the Documents, but also the safe disposal/destruction of the Documents.

SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS:

There were no significant/ material orders passed by the regulators or courts or tribunals impacting the going concern status of your Company and its operations in future.

INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND ANY ONE-TIME SETTLEMENT.

During the year, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) and any one-time settlement with any Bank or Financial Institution during the year under review.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS:

During the year under review, there was no instance of one-time settlement with any Bank/Financial Institution. Hence, the disclosure relating to difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks/Financial Institutions is not applicable to the Company.

CAUTIONARY STATEMENT

The board report along with its annexures contain statements regarding the Companys objectives, projections, estimates, expectations or predictions, which may be considered as ‘forward-looking statements according to the applicable laws and regulations. These statements are based on certain assumptions and expectations of future events, and actual results may differ significantly from those expressed or implied in these statements. The Company undertakes no obligation to publicly update, amend, modify, or revise any forward-looking statements, whether due to subsequent developments, new information, events or any other reason.

ACKNOWLEDGEMENT

The Board extends its profound gratitude to the Central Government, various State Governments, relevant statutory and regulatory authorities, and the Stock Exchanges for their consistent guidance, support and continued cooperation. We also express our sincere appreciation to our Financial Institutions and Banks, whose collaboration has empowered the Company to navigate challenges and seize growth opportunities within a dynamic market and competitive environment.

Our success is a testament to the collective brilliance of our people. The Board places on record its heartfelt appreciation for our dedicated employees, whose relentless pursuit of excellence, innovative spirit and unwavering commitment to the Companys mission drive the achievement of our business objectives. It is the collective effort, hard work, loyalty and passion of our employees that has enabled us to consistently deliver superior results and maintain a strong market position.

The Board further acknowledges the steadfast support of our shareholders and investors, as well as the vital contributions of our suppliers, distributors, retailers, individual director and auditors. Your trust and collaboration have been indispensable in realizing our strategic objectives, and we are deeply grateful for the shared commitment to our mutual and sustained success.

We remain dedicated to our journey of responsible growth, ensuring that our pursuit of excellence is balanced with our commitment to environmental stewardship and the well-being of the communities in which we operate.