Jonjua Overseas Ltd Directors Report

DIRECTORS REPORT

To,

The Members

Jonjua Overseas Limited.

Your Directors are pleased to present the 33rd Annual Report on the business and operations of the Company together with the Audited Financial Accounts for the Financial Year ended 31 March, 2025.

1. FINANCIAL HIGHLIGHTS:

The Table below depicts the financial performance of your Company for the year ended 31st March, 2025.

Particulars	2024-2025	2023-2024
	(Rs. in lacs)	(Rs. in lacs)
Net Revenue from Operations	476.97	394.56
Other Revenue	177.41	24.16
Total Revenue	654.38	418.72
Expenses	268.51	223.46
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	385.87	195.26
Finance Cost	25.40	0.33
Depreciation and Amortization Expense	38.13	32.47
Profit Before exceptional items and tax	322.34	162.46
Exceptional Items	0	0
Profit before tax	322.34	162.46
Tax Expense	76.56	41.83
Profit After Tax	245.78	120.63

There is a great positive improvement in the performance of the company.

2. STATE OF COMPANYS FINANCIAL AFFAIRS:

During the year under review, the Company has recorded total revenue of Rs. 654.38 Lakhs as compared to the previous year amount of Rs. 418.72 Lakhs. The company intends to foray into new ventures specially involving Global In-house Centre, Business Library, digital and paper book sector, providing Aviation and Agro consultancy services, etc. The Company is looking forward to increase its numbers in the coming financial years with the support of all the Stakeholders of the Company.

3. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY, HAVING OCCURRED SINCE THE END OF THE FINANCIAL YEAR TILL THE DATE OF THIS REPORT:

No material changes and commitments affecting the financial position of the Company have occurred between the end of the Financial Year and the date of this report.

4. BONUS ISSUE:

During the Financial Year under review, no Bonus Issue on the BSE SME Platform has been issued by the Company

5. FUTURE OUTOOK:

Your Company is doing well in its segment and can tap the export thrust prevailing today in India. Your Company is also looking for new opportunities in Service Exports, Printed Books, e-Books, Business Library, Global In-house Centre, Corporate Consultancy, Aviation, and Agriculture so that it can use its experience and goodwill to penetrate deeper in the segment.

6. NATURE OF BUSINESS:

Your Company is into the Service Exports, Corporate Consultancy, Agriculture, Business Library, Global In-house Centre, e-Books along with sale of Printed Books. The Services and products of the Company are commanding premium value due to their uniqueness.

7. DEMATERIALISATION OF EQUITY SHARES:

Equity Shares of the Company are in Dematerialized form with either of the depositories viz. NSDL and CDSL. The ISIN No. allotted is INE793Z01027.

8. TRANSFER TO RESERVES:

The Company has transferred balance amount to Other Equity from Profit and Loss Account for the Financial Year ended 31 March, 2025.

9. SHARE CAPITAL:

During the year under review, on 05th September, 2024, the Authorized Share Capital of the Company has increased from Rs. 8,00,00,000/- (Rupees Eight Crore only) divided into

80.00. 000 (Eighty Lakhs) equity shares of Rs. 10/- each to Rs. 16,00,00,000/- (Rupees Sixteen Crore only) divided into 1,60,00,000 (One Crore Sixty Lakhs) equity shares of Rs. 10/- each.

On 11th February, 2025 the Authorized Share Capital of the Company has increased from Rs.

16.00. 00.000/- (Rupees Sixteen Crores Only) divided into 1,60,00,000 (One Crore Sixty Lakhs) equity shares of Rs. 10/- (Rupees Ten only) each to Rs. 24,95,00,000/- (Rupees Twenty-Four Crores Ninety-Five Lakhs Only) divided into 2,49,50,000 (Two Crore Forty-Nine Lakhs Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten only) each.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

S. No.	Designation	Name
1	Managing Director	MAJOR HARJINDER SINGH JONJUA, RETD.
2	Whole Time Director	MANINDER KAUR JONJUA
3	Non-Executive Director	HARMANPREET SINGH JONJUA
4	Independent Director	VINOD KUMAR KALIA
5	Independent Director	NARINDER PAL SINGH
6	Independent Director	DINESH SHARMA
7	Chief Financial Officer	RANBIR KAUR JONJUA
8	Company Secretary and Compliance Officer	VAISHALI RANI

During the year under review, on January 07, 2025, Brig. Satwinder Singh Gill, Retd., NonExecutive Director, has resigned from the post of Non-Executive Director of the Company.

11. MEETINGS OF THE BOARD AND COMMITEES:

During the Financial Year 2024-2025, total of 14 Bonus Meetings was held. The maximum time- gap between any two consecutive meetings did not exceed 120 days. The details of the Board Meetings are:

	Board of Directors Meeting
Date	No. of Directors Present
10/05/2024	7
22/05/2024	7
12/08/2024	7
05/09/2024	7
17/09/2024	7
20/09/2024	7
12/11/2024	7
21/11/2024	7
23/12/2024	7
15/01/2025	6
17/01/2025	6
18/01/2025	6
14/03/2025	6
15/03/2025	6

12. COMMITTEES:

The Company has constituted an Audit Committee, Stakeholders Relationship Committee and Nomination and Remuneration Committee.

I. Audit Committee:

The Company has a duly constituted Audit Committee. The Board of Directors have accepted all the recommendations given by the Audit Committee during the FY 2024-2025. During the year, Four Audit Committee meetings took place on the dates as stated in the Table.

	Audit Committee Meetings
S. No.	Date	Attendance
1.	22-05-2024	3
2.	12-08-2024	3
3.	12-11-2024	3
4.	15-01-2025	3
4.	14-03-2025	3

II. Stakeholders Relationship Committee:

The Board has constituted a Stakeholders Relationship Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations"). The Board of Directors has accepted all the recommendations given by the Stakeholders Relationship Committee during the FY 2024 - 2025. During the year, four Stakeholders Relationship Committee meetings took place on the dates as stated in the Table.

Stakeholders Relationship Committee Meetings

S. No.	Date	Attendance Directors
1)	22-05-2024	3
2)	12-08-2024	3
3)	12-11-2024	3
4)	14-03-2025	3

III. Nomination and Remuneration Committee:

The Board has constituted a Nomination and Remuneration Committee as required under Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("the Regulations"). The Board of Directors has accepted all the recommendations given by the Nomination and Remuneration Committee during the FY 2024-2025. During the year, four Nomination and Remuneration Committee meetings took place on the dates as stated in the Table.

Nomination and Remuneration Meetings

S. No.	Date	Attendance
1.	22-05-2024	4
2.	12-08-2024	4
3.	12-11-2024	4
4.	14-03-2025	4

13. BOARD EVALUATION:

The Companies Act, 2013 and SEBI (LODR) Regulations, 2015 mandates that the Board carry out an annual evaluation of its own performance, the Board Committees, and the individual Directors pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the Directors based on the criteria such as the Board composition and structure, effectiveness of Board processes, information flow, frequency of meetings, and functioning, etc. The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors based on the criteria such as the contribution of the individual Director to the Board and Committee Meetings. The Managing Director was also evaluated on the key aspects of his role. In a separate meeting of Independent Directors, held on performance of Non-Independent Directors, performance of the Board as a whole and performance of the Managing Director was evaluated, considering the views of Executive Directors and Non-Executive Directors.

14. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has always believed in providing a safe and harassment free workplace for every individual working in the premises and always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. Under the said Act, every Company is required to set up an Internal Complaints Committee to investigate complaints relating to sexual harassment at work place of any women employee. During the year ended 31st March, 2025, the Company has not received any complaint pertaining to sexual harassment.

15. DETAILS OF REMUNERATION TO DIRECTORS:

The remuneration paid to the Directors is in accordance with the provisions of the Companies Act, 2013 and any other re-enactment(s) for the time being in force. The information relating to remuneration of Directors and details of the ratio of the remuneration of each Director to the median employees remuneration and other details as required pursuant to Section 197(12) of the Companies Act, 2013 and the Rules made thereunder read along with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as under:

Major Harjinder Singh Jonjua (Retd.)
Salary (Rs.)	Ratio
75,000	1:4

 

Maninder Kaur Jonjua
Salary (Rs.)	Ratio
75,000	1:4

I. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year:

i. The percentage increase in remuneration of each Director, Chief Financial Officer (CFO), Company Secretary and Compliance officer:

There is no increase in remuneration beyond limits allowed pursuant to applicability of section 197 of the Companies Act, 2013.

ii. The percentage increase in the median remuneration of employees in the Financial Year:

Increase in salary and remuneration is 2.4 times (The figure is calculated by comparing median remuneration of FY 2023-2024 with median remuneration of 2024-2025).

iii. The number of permanent employees on the rolls of Company: 4.

The total number of employees including Whole-Time Director and Managing Director as on 31 March, 2025 is 6.

iv. The Company has formulated a remuneration policy as per provisions of Companies Act, 2013 during the Financial Year and henceforth the remuneration will be accordance with such policy.

16. VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES:

Your Company is committed to highest standards of ethical, moral, and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which follows the provisions of Section 177(10) of the Companies Act, 2013. Employees can raise concerns regarding any discrimination, harassment, victimization, any other unfair practice being adopted against them or any instances of fraud by or against your Company. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairman of the Audit Committee in exceptional cases.

17. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy and a Risk Management Committee for dealing with different kinds of risks which it faces in day-to-day operations of the Company. Risk Management Policy of the Company outlines different kinds of risks and risk mitigating measures to be adopted by the Board. The Company has adequate Internal Control Systems and procedures to combat the Risk. The Risk Management procedure will be reviewed by the Audit Committee and Board of Directors on time-to-time basis.

18. POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safekeeping of the records and safeguard the Documents from getting mutilated or destroyed, while at the same time avoiding superfluous inventory of Documents.

19. POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Regulations"). The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review, all the Related Party Transactions were in the ordinary course of the business and at arms length basis and, therefore, the provisions of Section 188 are not applicable. Those transactions were placed before the Audit Committee of Directors for prior approval in the form of Omnibus Approval.

21. RELATED PARTY TRANSACTIONS UNDER ACCOUNTING:

Material Related Party Transactions are disclosed in Annexure-1 in Form AOC-2 pursuant to clause (h) of subsection (3) of Section 134 read with Rule 8(2) of Companies (Accounts) Rules, 2014.

22. AUDITORS AND AUDITORS REPORT Statutory Auditors:

The Company has appointed M/s. Jain and Associates, Chartered Accountants, as Statutory Auditors of the Company. They have confirmed that they are not disqualified from continuing as Auditors of the Company. The Notes on Financial Statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, or adverse remark.

23. Internal Audit Controls and their Adequacy:

The Company had appointed Internal Auditors in accordance with provisions of Companies Act, 2013. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of process for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

24. Secretarial Auditor:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed SK Sikka and Associates, a Practicing Company Secretary bearing Membership No. 4241 and CP No. 3582 to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit carried out is annexed herewith as Annexure-2 as Secretarial Audit Report. The Report does not contain any observation or qualification requiring explanation or comments from the Board under Section 134(3) of the Companies Act, 2013. During the period under review, the Company has complied with the applicable Secretarial Standards notified by the Institute of Company Secretaries of India.

25. PARTICULARS OF EMPLOYEES:

Your directors place on record, their deep appreciation for the contribution made by the employees of the Company at all levels. The information on employees particulars as required under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (as amended), is forming part of this Directors Report. There are no employees drawing remuneration more than the limits prescribed under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. CORPORATE GOVERNANCE:

As per Regulation 27 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Corporate Governance is not applicable to the Company listed on the SME Platform (BSE). Hence, the Company is not required to disclose information as covered under Para (C), (D) and (E) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per Para (F) of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to have the Demat Suspense Account neither Unclaimed Suspense Account. However, the Company is maintaining these accounts.

27. PUBLIC DEPOSITS:

During the Financial Year 2024 - 2025, the Company has not accepted any deposit within the meaning of Sections 73 and 76 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014.

28. BANK DEBT:

During the financial year ended 31st March, 2025, the Company is a Bank Debt Free Company and has No Government Subsidy.

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

There is no technology absorption required under Section 134 (3)(m) of the Companies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014. However, the details forming part of Conservation of Energy, Foreign Exchange Earnings and Outgo is annexed herewith as ‘Annexure 3.

30. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is fully in compliance with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings respectively.

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

There were no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

32. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The particulars of loans, guarantees and investments have been disclosed in the Financial Statements.

33. PROCEEDINGS PENDING UNDER TH INSOLVENCY AND BANKRUPTCY CODE, 2016:

There were no Proceedings Pending Under the Insolvency and Bankruptcy Code, 2016.

34. DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the 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 along with the reasons thereof is not applicable.

35. MATERNITY BENEFIT:

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all statutory benefits to eligible women employees during the year.

36. EMPLOYEES RELATIONS:

The relationship with the staff and workers continued to be cordial during the entire year. The Directors wish to place on record their appreciation of the valuable work done and co-operation extended by them at all levels. Further, the Company is taking necessary steps to recruit the required personnel from time to time.

37. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there are no funds which are required to be transferred to Investor Education and Protection Fund (IEPF).

38. CONSOLIDATION OF ACCOUNTS:

As on the reporting day, your Company does not have any subsidiary. Further, where ever required under Indian Accounting Standards necessary accounting treatment has been complied with.

39. INSIDER TRADING REGULATIONS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of conduct for prevention of Insider Trading and the Code for Fair Disclosure ("Code"), as approved by the Board from time to time, are in force by the Company. The objective of this Code is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any Insider Trading activity by dealing in shares of the Company by its Directors, designated employees, and other employees. The Company also adopts the concept of Trading Window Closure, to prevent its designated employees and other employees from trading in the securities of Jonjua Overseas Limited at the time when there is unpublished price sensitive information.

40. MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed Report on the Management Discussion and Analysis is provided as a separate "Annexure- 4" in the Annual Report.

41. EXTRACT OF ANNUAL RETURN:

In accordance with Section 134(3)(a) of the Companies Act, 2013, an Extract of the Annual Return as per Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is appended as "Annexure-5" to the Boards Report.

42. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors of the Company state:

a) In preparation of the Annual Accounts for the Financial Year ended 31 March 2025, the applicable Accounting Standards have been followed along with proper explanation to material departures;

b) The Directors have selected Accounting Policies, in consultation with the Statutory Auditors and applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company as at end of the financial year and of the profit or loss of the Company, for the period;

c) The Directors have taken proper and sufficient care to the best of their knowledge and ability 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 of the Company on a going concern basis;

e) The Directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

43. POLICIES:

The Companies Act, 2013 along with the SEBI (LODR) Regulations, 2015 mandate formulations of certain policies for all listed Companies. Accordingly, the Company has formulated the Policies for the same as the Companys belief is to retain and encourage high level of ethical standard in business transactions.

44. ACKNOWLEDGEMENT:

Your directors place on records their appreciation for the overwhelming co-operation and assistance received from investors, customers, business associates, bankers, vendors, as well as regulatory and governmental authorities. Your directors also thank the employees at all levels, our consistent growth was made possible by their hard work, solidarity, co-operation, and support.

Date: 03 September, 2025.	For and on behalf of
Place: Mohali.	Jonjua Overseas Limited
Maninder Kaur Jonjua	Major Harjinder Singh Jonjua, Retd.
Whole Time Director (DIN: 01570885)	Managing Director (DIN: 00898324)