Jungle Camps India Ltd Directors Report

Board Report

To,

The Members

The Board of Directors is delighted to present the 23rd Annual Report on the business and operations of Jungle Camps India Limited (Formerly Known as Pench Jungle Resorts Private Limited) ("the Company") along with the summary of standalone and consolidated financial statements for the year ended 31st March, 2025.

1. Company Specific Information

1.1. Financial Summary and Highlights

The Company sustained a good performance during the FY 2024-25. The key highlights of the financial performance, as stated in the audited financial statements, along with the corresponding performance for the previous year are as under.

Financial Results

			(Amount Rs. in Thousands, unless otherwise stated)
	Standalone		Consolidated
Particulars	FY 2024-25	FY 2023-2024	FY 2024-25	FY 2023-2024
Revenue from Operation(net)	102,030.03	80,255.22	221,000.95	174,882.33
Other Income	6,039.22	4,179.25	7,108.29	6,178.46
Total Revenue	108,069.25	84,434.47	228,109.24	181,060.78
Less: Expenses	83,235.02	62,759.48	171,429.50 130,534.65
Profit before exceptional extraordinary items and tax Exceptional Items	24,834.23	21,674.99	56,679.74	50,526.13
Profit before extra-ordinary items and tax	24,834.23	21,674.99	56,679.74	50,526.13
Extraordinary items	-	-	-	-
Profit before tax	24,834.23	21,674.99	56,679.74	50,526.13
Less: Tax Expense
Current Tax:	5,216.05	3,542.71	11958.36	8243.84
Deferred Tax:	805.52	(81.73)	1868.29	2232.45
Less: Share of Minority	-	-	(2,335.29)	(4,134)
Profit (Loss) For The Period	18,812.67	18,214.02	40,517.80	35,915.85

Financial Highlights

Standalone

During the financial year 24-25 under review, the revenue from Operations of the company was Rs. 102,030.03 (in thousands) as against Rs. 80,255.22 (in thousands) in the previous year and the net profit after tax was Rs. 18,812.67 (in thousands) as compared to profit Rs. 18,214.02 (in thousands) in the previous financial year 23-24.

Consolidated

The consolidated revenue from Operations for the FY 2024-25 was Rs. 221,000.95 (in thousands) as against Rs. 174,882.33 (in thousands) in previous year. The net profit after tax for the FY 2024-25 was Rs. 40,517.80 (in thousands), as against Rs. 35,915.85 (in thousands) in the previous year.

Consolidated Financial Statements

Pursuant to Section 129(3) of the Companies Act, 2013, the consolidated financial statements of the Company and its subsidiaries, associates and joint ventures, prepared in accordance with the relevant Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

1-2. Dividend

Your director has assessed the ongoing financial condition of company or keeping the growth prospect of the business, board has decided not to recommend any dividend for period under review and internal accrual will be part of retained earnings.

1.3. Transfer to Reserve

The Board has proposed to transfer Rs. 18,812.67 thousand to General Reserve from the Profit and Loss account during the period under review.

1.4. Major Events Occurred During the Year

1. State of Company Affairs & Change in Business

Following key changes were made during the financial year ended 31st March, 2025:

1.1. Conversion of Company from Private limited to Public Limited

In alignment with the Companys strategic objective to facilitate its proposed listing on the SME Platform, the Company initiated and successfully completed the process of conversion from a Private Limited Company to a Public Limited Company. The shareholders approved the conversion by passing a Special Resolution at the Extra-Ordinary General Meeting held on 23rd April 2024. Following this approval, the Registrar of Companies issued a fresh Certificate of Incorporation on 13th June, 2024, reflecting the change of name from Jungle Camps India Private Limited to Jungle Camps India Limited and effecting its status as a Public Limited Company.

1.2. Dematerialisation of Shares

Pursuant to Rule 9A (Issue of Securities in Dematerialisation form by Unlisted Public Company) of the Companies (Prospectus and Allotment of Securities) Rules, 2014, the securities of the Company shall be dealt in Demat form only.

The company has engaged the services of RMC Share Registry (P) Limited as the Registrar & Transfer Agent (RTA) for the Depository, under terms and conditions approved in the Board meeting held on 1st June 2024. The ISIN allotted to the company is INE0WCH01015, with activation date of 14th May 2024.

Subsequently, In the Board Meeting dated 12th June, 2024, the Board applied to change the RTA from RMC Share Registry (P) Limited to M/s Skyline Financial Services Private Limited and a tripartite agreement was made with the new Registrar and CDSL for the dematerialization of equity shares.

The promoters have converted its equity shares from physical to dematerialised form. Members are requested to get their shares converted in demat form through their depository participants for NSDL.

1.3. Initial Public Offer ("IPO") of Equity Shares

In pursuit of the Companys strategic growth and expansion plans, the Board of Directors proposed to initiate the process of an Initial Public Offering (IPO) of its equity shares during the financial year.

To facilitate the IPO process, the Company initially appointed Mark Corporate Advisors Private Limited as the Merchant Banker and White Span Advisory as the Legal Advisor, as approved in the Board Meeting held on 08thMarch, 2024. Subsequently, the Board approved a change in the Merchant Banker, Khambatta Securities Limited was appointed in place of the previous Merchant Banker in the Board Meeting held on 12th June, 2024.

Subsequently, on the recommendation of the Board of Directors, the shareholders approved the issuance of fresh equity shares to the public through an Offer Document at the Extra Ordinary General Meeting held on 18th July, 2024.

Further, the Red Herring Prospectus (RHP) was approved and adopted by the Board of Directors in the meeting held on 02nd December, 2024, and the Prospectus was approved in the Board Meeting held on 12th December, 2024.

The Company launched its IPO comprising 40,86,400 equity shares of Rs.10 each, and the shares were allotted on 13th December, 2024. The IPO received an overwhelming response and was a significant success.

Following the successful completion of the IPO, the Companys equity shares were listed on the BSE SME Platform.

As a listed entity as on the date of this report, the Company has made all necessary disclosures and filings in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

1.4. Incorporation of Wholly Owned Subsidiary

During the year under review, the Board of Directors approved the incorporation of a wholly owned subsidiary under the name and style of Jungle Camps India (Kolar) Private Limited, by the Ministry of Corporate Affairs (Registrar of Companies).

The Wholly Owned Subsidiary has been incorporated with an initial investment of Rs. 50 lakhs, representing 4,99,999 equity shares of Rs. 10/- each, fully subscribed by the holding company. Additionally, Mr. Gajendra Singh has been nominated to hold 1 equity share of Rs. 10/- as the nominee shareholder.

1.5. Change of Vendor for the development of hotel project at Mathura

As of the reporting date, the Company had earmarked an amount of Rs.1,150 Lakhs from the total proceeds raised through its Initial Public Offering (IPO) towards investment in its subsidiary, Madhuvan Hospitality Private Limited ("MHPL"), for the development of a hotel project at Mathura.

In line with the proposed utilization, quotations for civil works were initially invited from multiple vendors. Based on a comprehensive evaluation of the bids received, M/s Alpha Space Engineering was selected as the civil contractor for the project, having quoted the lowest amount of Rs.2,688.90 Lakhs. The selection of this vendor was duly disclosed in the Companys Prospectus dated 12th December 2024.

However, despite issuance of the work order, M/s Alpha Space Engineering failed to commence the work even after a lapse of three months.

Based on the re-evaluation, M/s Kesar Construction emerged as the new preferred vendor, offering to execute the same scope of work at a revised and lower cost of Rs.2,601.91 Lakhs. This change has resulted in a cost saving of Rs.86.99 Lakhs to the Company. Apart from financial prudence, M/s Kesar Construction was found to possess adequate resources, including modern equipment and a skilled workforce, along with relevant experience in executing similar hospitality infrastructure projects.

In view of the above, the Board approved the appointment of M/s Kesar Construction as the civil contractor for the hotel project. This change was subsequently approved by the Members through a Special Resolution passed via postal ballot on 10th May 2025.

Accordingly, the Company has passed a resolution to amend the relevant disclosures in the IPO Prospectus pertaining to vendor selection for the hotel project, in compliance with applicable regulatory requirements.

1.6 Change of vendor for renovation of flagship property, Pench Jungle Camps

As on the date of this report, the Company had earmarked an amount of Rs. 350/- Lakh from the total fund raised through Initial Public Offer (IPO) for the renovation of its flagship property, Pench Jungle Camp, located at Pench National Park, Madhya Pradesh.

Initial Vendor Selection (as per Prospectus)

In line with the disclosures made in the Prospectus dated 12th December 2024, the following vendors were initially selected for the supply of furniture, furnishings, and lighting:

S. No.	Category/Material	Supplier Name	Amount Quoted (INR in Lakhs)
1.	Furniture	ALANKARAM	238.85
2.	Furnishing/Rugs	Jaipur Rugs	7.47
		Company Pvt Ltd
3.	Lighting	Millennium Hardware	21.67

The Company Secretary informed the Board that, following a reassessment by the managementtaking into consideration factors such as cost efficiency, delivery timelines, and adherence to quality standards-the Company decided to revise the list of vendors. This strategic change is aimed at optimizing project costs while maintaining the desired quality of materials and finishes.

New Vendor Selected: Shivaay Luxury Living LLP

Shivaay Luxury Living LLP, was selected as the preferred vendor, having offered the most competitive pricing across all categories without compromising on quality or timelines. The revised cost comparison is provided below:

Category/ Material	Old Vendor	Old Cost (Rs.)	New Vendor	New Cost (Rs.)	Cost Savings (Rs.)
Furniture	Alankaram	2,38,85,382	Shivaay Luxury Living LLP	2,29,72,700	9,12,682
Furnishing	Jaipur Rugs Company Pvt. Ltd.	7,46,520	Shivaay Luxury Living LLP	6,71,868	74,652
Fancy Lighting	Millennium Hardware	21,67,176	Shivaay Luxury Living LLP	19,77,208	1,89,968

The change in vendor is expected to result in total cost savings of Rs. 11, 77,302, thereby reflecting the Companys commitment to efficient utilization of public funds and maintaining stakeholder value.

In view of the above, the Board approved the appointment of M/s Shivaay luxury LLP for renovation of the property. This change was subsequently approved by the Members through a Special Resolution passed via postal ballot on 22nd July 2025.

2. Change in the nature of business

There was no change in the nature of business during the financial year 2024-25.

3. Material changes and commitments, if any, affecting the financial position of the company, having occurred since the end of the Year and till the date of the Report

Rs. The Board of Directors of the Company has approved various credit facilities from HDFC Bank Limited through a board resolution dated 08thJuly, 2024, amounting to Rs. 16,50,00,000 (Rupees Sixteen Crore Fifty Lakhs Only), in accordance with the terms and conditions specified in the sanction letter dated 31st May, 2024.

• The Company has deposited the property deeds of its immovable properties with the intention of creating securities in favor of the Bank. Property Address: Resort Commercial Property located at Pench Jungle Camp, covering an area of 8.7 acres, Village Awarghani, Post Turia, Tehsil Kurai, District Seoni, Madhya Pradesh - 480661.

• Madhuavn Hospitality Private Limited, the wholly owned subsidiary of the Company, has availed credit facilities from HDFC Bank Limited amounting to Rs. 22,50,00,000 (Rupees Twenty-Two Crores Fifty Lakhs Only). This was done with the approval of the Board of Directors and in accordance with the terms and conditions outlined in the sanction letter dated 31st May, 2024. The Company has provided a corporate guarantee for these credit facilities to HDFC Bank Limited on behalf of its wholly owned subsidiary.

As on the date of this report, the Company has granted a loan amounting to Rs. 37 lakhs to its wholly owned subsidiary, Divine Enterprises Private Limited, on 09th May 2025. The said loan has been extended in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

Apart from the transactions mentioned above, there have been no material changes since the end of the year up to the date of this report, except for the issuance of fresh shares as detailed herein.

2. Capital and Debt Structure

Change in the authorized, issued, subscribed and paid-up share capital

• Authorized Capital

During the period under review the company has increase its authorized capital from

• Rs. 10,00,00,000/- to Rs. 20,00,00,000/- vide special resolution passed by the members in the EGM held on 27th May 2024.

• Issue of shares or other convertible securities

During the year the Company has issued equity shares:

S. No.	Date of issue	Date of Allotment	Method of Allotment	Issue Price	Number of shares allotted
1.	28th May 2024	30th May 2024	Bonus Issue	Other than Cash Rs. 50/-	40,47,024
2.	12th June 2024	8th July 2024	Private Placement	Rs. 72/-	6,20,000
3.	18th July 2024	13th December 2024	Public Issue		40,86,400

• Issuance of Equity Shares with differential rights as to dividend, voting or otherwise.

Ason 31st March, 2025, the Company has no equity shares with differential rights as to dividend, voting right or otherwise.

3. Investor Education and Protection Fund (IEPF)

Pursuant to the provision of Section 124(2) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company is not required to transfer any amount on account of unclaimed dividend or any related equity shares to Investor Education and Protection Fund.

4. Management

4.1. Directors and Key Managerial Personnel

As on 31st March 2025, there were Eight Directors on the Board of your Company, consisting of:

Sl. No.	Name of Directors	DIN	Designation
1	Mr. Gajendra Singh	372112	Managing Director
2	Mr. Ajay Singh	9278260	Chief Financial officer and Director
3	Mr. Yashovardhan Rathore	7457856	Whole Time Director
4	Mrs. Laxmi Rathore	1371658	Director
5	Mr. Tarun Khanna	2306480	Independent Director
6	Mr. Shailendra Singh	5280501	Independent Director
7	Mr. Ashok Kumar Mittal	6712	Independent Director
8	Mr. Arjun Singh Rathore	10706733	Independent Director

i. Names of persons who have been appointed/ ceased to be the directors during the Financial Year 2024-25:

• Mr. Tarun Khanna (DIN: 02306480) was appointed as an Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated 26th April, 2024. The term of his appointment is for five (5) years having effective from 26th April, 2024.

• Mr. Shailendra Singh (DIN: 05280501) was appointed as the Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in

the Extra Ordinary General Meeting dated 26th April, 2024. The term of his appointment is for five (5) year having effective from 26th April, 2024.

• Mr. Gajendra Singh (00372112) was regularized by the members of the Company in EGM held on 29thApril, 2024, and appointed as Director and Chairman in the capacity of Non-executive Director.

• Ms. Richa Sharma was appointed as the Company Secretary of the Company by the Board of Directors on 29th April, 2024 further she has ceased to be the Company Secretary by resigned from the said position due to unavoidable circumstances with effect from 01st July, 2024.

• Board of Directors changed the designation of Mr. Ajay Singh (DIN: 09278260) from Non

Executive Director to Executive-Director and appointed him as Chief Financial Officer (CFO) and Key Managerial Personnel of the Company, liable to retire by rotation, in the Board of Meeting held on 25thMay, 2024. His appointment is for a period of five (5) years, effective from 01st, May 2024.

• Based on the recommendation of the Board of Directors of the Company, made in its meeting held on 25th May, 2024, the members of the Company, in its Extra-Ordinary General Meeting held on 27th May 2024 appointed Mr. Yashovardhan Rathore as the Managing Director of the Company, with effect from 1st May 2024.

• Mrs. Laxmi Rathore (DIN: 01371658) ceased to be the Director of the Company with effect from 29th May, 2024 by way of resignation due to personal reasons.

• Ms. Maansi Khangarot (DIN: 10642949) was appointed as the Independent Director of the Company, not liable to retire by rotation with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated 13th June 2024. The term of his appointment is for five (5) years having effective from 13th June 2024.

However, Ms. Khangarot resigned due to her personal and unavoidable reasons, with effect from 23rd November 2024.

• Ms. Parul Shekhawat was appointed as the Company Secretary of the Company by the Board of directors of the Company with effect from 13th June, 2024;

• Considering the opinions of the Merchant Banker in line with the upcoming IPO, the Board of Directors, in its meeting held on 15th July 2024, proposed changing the designation of Mr. Yashovardhan Rathore (DIN: 07457856) from Managing Director to Whole-Time Director. The members of the Company, in its Extra-Ordinary General Meeting held on shorter notice on 15th July 2024, approved the change and appointed Mr. Yashovardhan Rathore as the Whole-Time Director of the Company for a period of five (5) years with effect from 15thj_u:y 2024. Hi_s appointment is liable to retire by rotation.

• Based on the recommendation of the Board of Directors made in its meeting held on15th July 2024 and considering the vast experience of Mr. Gajendra Singh (DIN: 00372112), the members of the Company, in its Extra-Ordinary General Meeting held on the same day with shorter notice and requisite consent, changed his designation to Executive-Director and appointed him as the Managing Director of the Company for a period of five (5) years, effective from 15th July, 2024. His appointment is liable to retire by rotation.

• Mrs. Laxmi Rathore (DIN: 01371658) was appointed as the additional Director in the category of Executive Director of the Company by the Board of Directors in the meeting dated 03rd July 2024 and her appointment is subject to be regularized by the Members in the ensuing Annual General Meeting

• Mr. Ashok Kumar Mittal (DIN: 00006712) was appointed as the Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated 22nd July, 2024. The term of his appointment is for five (5) years having effective from 22ndJuly, 2024.

• Mrs. Laxmi Rathore (01371658) was regularized by the members of the Company in AGM held on 30th September 2024, and appointed as Director in the capacity of Non-executive Director.

• Mr. Arjun Singh Rathore (DIN: 10706733) was appointed as an Additional Director in the Category of Independent Director of the Company hold office up to the date of Next General Meeting and subject to the approval of the members in the ensuing General Meeting.

• Ms. Parul Shekhawat resigned from the post of Company Secretary of the Company, vide resignation letter dated 17th March 2025.

ii. Names of persons who have been appointed/ceased to be the directors after the end of the Financial Year 2024-25 and up to the date of the Board Report:

• Mr. Rakesh Kumar Soni (DIN: 01590179) was appointed as an Additional Director in the Category of Independent Director of the Company with effect from 08th April 2025. He Shall hold office up to the date of Next General Meeting and his appointment is subject to the approval of the members in the ensuing General Meeting.

• Mr. Mukesh Kumar Dukia (DIN: 06856451) was appointed as an Additional Director in the Category of Independent Director of the Company with effect from 08th April 2025. He Shall hold office up to the date of Next General Meeting and his appointment is subject to the approval of the members in the ensuing General Meeting.

• Mr. Amit Kumar Kaushik (DIN: 08710535) was appointed as an Additional Director in the Category of Independent Director of the Company with effect from 08th April 2025. He Shall hold office up to the date of Next General Meeting and his appointment is subject to the approval of the members in the ensuing General Meeting

• Mr. Arjun Singh Rathore (DIN: 10706733) ceased to be the Independent Director of the

Company with effect from 09th April, 2025 by way of resignation due to personal reasons.

• Ms. Surbhi was appointed as the Company Secretary of the Company by the Board of directors ofthe Company with effect from 15th May, 2025.

4.2. As ondate of signing of this report, Composition of the Board of Directors and Key Managerial Personnel of your Company consists of:

Sl. No.	Name of Director	DIN	Designation
1	Gajendra Singh	372112	Chairman and Managing Director
2	Mr. Ajay Singh	9278260	Chief Financial Officer & Director
3	Yashovadhan Rathore	7457856	Whole-Time Director
4	Laxmi Rathore	1371658	Director
5	Tarun Khanna	2306480	Independent Director
6	Shailendra Singh	5280501	Independent Director
7	Ashok Kumar Mittal	6712	Independent Director
8	Rakesh Kumar Soni	1590179	Independent Director
9	Mukesh Kumar Dukia	6856451	Independent Director
10	Amit Kumar Kaushik	8710535	Independent Director
11	Surbhi	-	Company Secretary

4.3. Declaration by Directors and Senior Management

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and qualify to act as Independent Director of the Company confirming that:

• They meet the criteria of independence as prescribed under the provisions of the Act, read with the Schedules and Rules issued thereunder;

Rs. In terms of Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, they have registered themselves with the Independent Directors database maintained by the Indian Institute of Corporate Affairs, Manesar;

• The Independent Directors have complied with the Code for the Independent Directors prescribed in Schedule IV to the Act;

• All the Directors and Senior management personnel affirm to the compliance of Code of Conduct formulated by the Committee in the meeting dated 13th July 2024;

• None of the Directors are disqualified under Section 164(2) of the Companies Act, 2013.

4.4. Statement Regarding Opinion of the Board with Regard to Integrity, Expertise and Experience of Independent Directors Appointed During the Year

The Board is of the opinion that all the independent directors appointed are having good integrity and possess the requisite expertise and experience (including the proficiency). Independent Directors have confirmed that they are not aware of any circumstances or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Based on the declarations received from the independent directors, the Board has confirmed that they meet the criteria of independence and that they are independent of the management.

4.5. Board Meetings

• During the financial year 2024-2025, Twenty- Nine (29) Board Meetings were held on 01.04.2024, 26.04.2024, 29.04.2024, 25.05.2024, 28.05.2024, 30.05.2024, 31.05.2024, 01.06.2024, 12.06.2024, 14.06.2024, 03.07.2024, 08.07.2024, 10.07.2024, 13.07.2024, 15.07.2024, 18.07.2024, 20.07.2024, 23.07.2024, 24.07.2024, 29.08.2024, 05.09.2024, 16.11.2024, 25.11.2024, 27.11.2024, 02.12.2024, 12.12.2024, 13.12.2024, 20.01.2025, 10.02.2025.

• The intervening gap between any two meetings did not exceed the time prescribed under Companies Act, 2013.

• Details of meetings attended by the directors of the Company during the year are mentioned below:

S. No.	Name of Director	Designation	No. of Board Meetings entitled to attend	No. of Board Meetings Attended
1	Gajendra Singh	Chairman and Managing Director	29	29
2	Mr. Ajay Singh	Director	29	29
3	Yashovadhan Rathore	Whole-Time Director	29	27
4	Laxmi Rathore	Director	23	22
5	Tarun Khanna	Independent Director	27	11
6	Shailendra Singh	Independent Director	27	5
7	Maansi Khangarot	Independent Director	13	11
8	Ashok Kumar Mittal	Independent Director	12	8
9	Arjun Singh Rathore	Independent Director	7	7

• Mrs. Laxmi Rathore (DIN: 01371658) ceased to be a Director of the Company with effect from 29th May 2024 due to her resignation on account of personal reasons. Subsequently, she was appointed as an Additional Director in the category of Executive Director by the Board of Directors in its meeting held on 03rd July 2024, with her appointment subject to regularization by the members at the ensuing Annual General Meeting. Thereafter, she was regularized and appointed as a Director in the capacity of NonExecutive Director by the members at the Annual General Meeting held on 30th September 2024.

• Mr. Tarun Khanna (DIN: 02306480) was appointed as the Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated 26th April, 2024. The term of his appointment is for five (5) years having effective from 26th April, 2024.

• Mr. Shailendra Singh (DIN: 05280501) was appointed as the Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated 26th April, 2024. The term of his appointment is for five (5) year having effective from 26th April, 2024.

• Mr. Ashok Kumar Mittal (DIN: 00006712) was appointed as the Independent Director of the Company, not liable to retire by rotation, with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated 22nd July, 2024. The term of his appointment is for five (5) years having effective from 22ndJuly, 2024.

• Mr. Arjun Singh Rathore (DIN: 10706733) was appointed as an Additional Director in the Category of Independent Director of the Company hold office up to the date of Next General Meeting and subject to the approval of the members in the ensuing General Meeting. However, he resigned from the directorship with effect from 09th April, 2025 due to personal reasons.

• Ms. Maansi Khangarot (DIN: 10642949) was appointed as the Independent Director of the Company, not liable to retire by rotation with the approval of Shareholders of the Company in the Extra Ordinary General Meeting dated 13th June 2024. The term of his appointment is for five (5) years having effective from 13th June 2024. However, she resigned due to her personal and unavoidable reasons, with effect from 23rd November 2024.

4.6. Committees of the Board

Pursuant to the transition to a public limited company effective 13th June 2024, your Company has constituted the following committees to enable the Board to focus on specific areas and make informed decisions in line with the delegated authority:

The following Committees constituted by the Board function according to their respective roles and defined scope:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

The composition of the committees and compliances, as per the applicable provisions of the Act and Rules, are as follows:

Name of the Committee	Composition of Committee
Audit Committee	1. Mr. Shailendra Singh
	2. Mr. Tarun Khanna
	3. Mr. Arjun Singh Rathore
	4. Mr. Ajay Singh
Nomination and Remuneration Committee	1. Mr. Ashok Kumar Mittal
	2. Mr. Shailendra Singh
	3. Mr. Tarun Khanna
	4. Mr. Arjun Singh Rathore
Stakeholder Relationship Committee	1. Mr. Shailendra Singh
	2. Mr. Tarun Khanna
	3. Mr. Ajay Singh
	4. Mr. Arjun Singh Rathore

* The Nomination and Remuneration Committee was reconstituted in the Board Meeting held on 23rd July 2024 pursuant to the appointment of Mr. Ashok Kumar Mittal with effect from 22nd July 2024.

* The All Committee was reconstituted again in the Board Meeting held on 25th November 2024 due to the resignation of Ms. Maansi Khangarot with effect from 23rd November 2024, and the appointment of Mr. Arjun Singh Rathore with effect from 22nd November 2024. Additionally, Mr. Tarun Khanna was appointed in place of Mr. Gajendra Singh in the SRC meeting.

4.7. Companys Policy on Directors appointment and remuneration

After conversion to Public Limited Company on June 13th, 2024, and subsequent to the increase in paid-up capital exceeding Rupees 10 Crore on 08th July, 2024, the Board of your Company has formulated the Nomination and Remuneration Policy. This policy aims to ensure an appropriate mix of executive, non-executive and independent directors to maintain the independence of the board.

The aforesaid policies of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, are available on the Companys website at https://junglecampsindia.com/wp-content/uploads/2024/10/nomination-and- remuneration- policy.pdf

4.8. Directors Responsibility Statement

The director confirms that: 1. In the preparation of annual accounts for the Year ended 31stMarch 2025, the applicable accounting standards have been followed along with proper explanation relating to material departers;

2. The directors had selected such accounting policies and applied them consistently and have made judgements and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the Financial Year 31st March 2025 and the Profit and loss for that period.

3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with provision of the companies act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared the annual accounts for the year ended 31st March, 2025 on a going concern basis.

5. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

6. 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.

4.9. Internal Financial Control

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively

4.10. Frauds reported by the Auditor

During the financial year under review, the Auditors have not reported any fraud under Section 143 (12) of the Companies Act, 2013 therefore no detail is required to be disclosed pursuant to Section 134(3)(ca) of the Companies Act, 2013.

5. Details Of Subsidiaries/Wholly Owned Subsidiary/Joint Venture and Associates Company

5.1. The Company has one subsidiary and three wholly owned Subsidiary Companies as on 31st March 2025 as defined under Companies Act, 2013.

During the year under review:

I. Acquisition of equity shares of Versa Industries Private Limited, Subsidiary Company

On 31st March, 2024, your Company held a 36.18% stake in Versa Industries Private Limited (Versa).

Upon approval by the Board of Directors at its meeting held on 03rd July 2024, the Company acquired a 0.73% stake of Versa from other existing shareholders on 15.01.2025. This acquisition comprised 5289 equity shares with a face value of Rs.10 each, at a total consideration of Rs. 5,02,455/- (Rupees Five Lakhs Two Thousand Four Hundred Fifty Five Only).

Post-acquisition, your Company held a total 36.91% stake in the Versa.

Divine Enterprises Private Limited, another wholly owned subsidiary of Jungle Camps India Limited, already held 14.09% stake in the Versa as on 01st April, 2024. Consequently, as on 01st April, 2024, through its direct and indirect holdings, your Company controlled a combined 50.27% of Versa.

As a result, Versa Industries Private Limited has become a subsidiary of Jungle Camps India Limited under the provisions of Section 2(87)(ii) of the Companies Act, 2013.

II. Acquisition of equity shares of Divine Enterprises Private Limited, Wholly- Owned Subsidiary

As on 31st March 2025, 99.999% of the equity share capital of M/s Divine Enterprises Private Limited was held by M/s Jungle Camps India Limited.

Accordingly, in terms of Section 2(87)(ii) of the Companies Act, 2013, M/s Divine Enterprises Private Limited is considered a wholly-owned subsidiary of M/s Jungle Camps India Limited.

III. Acquisition of equity shares of Madhuvan Hospitality Private Limited, (SPV) Wholly Owned Subsidiary

As on 31st March 2025, 99.999% of the equity share capital of M/s Madhuvan Hospitality Private Limited was held by M/s Jungle Camps India Limited.

Accordingly, in terms of Section 2(87)(ii) of the Companies Act, 2013, M/s Madhuvan Hospitality Private Limited is considered a wholly-owned subsidiary of M/s Jungle Camps India Limited.

Incorporation of Jungle Camps India (Kolar) Private Limited, Wholly Owned Subsidiary

As on 31st March 2025, 99.999% of the equity share capital of M/s Jungle Camps India (Kolar) Private Limited was held by M/s Jungle Camps India Limited.

Accordingly, in terms of Section 2(87)(ii) of the Companies Act, 2013, M/s Jungle Camps India (Kolar) Private Limited is considered a wholly-owned subsidiary of M/s Jungle Camps India Limited.

5.2. Report on performance and financial position of the subsidiaries, associates and joint ventures

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiaries, joint ventures and associates in Form AOC-1 is attached as Annexure-I of this report.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the website of the Company at https://iunglecampsindia.com/investors/

6. Deposits

6.1. The Company has not accepted any deposits during the Financial Year 2024-25 covered under Chapter V of the Companies Act, 2013, i.e. within the meaning of Section 2(31) of the Companies Act, 2013 read with Rule 2(l)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and as such there are no such overdue deposits outstanding as on 31st March, 2025.

6.2. Borrowings From Directors & Their Relatives

Pursuant to Rule 2(l)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the financial year under review, the Company had taken a loan from director in compliance of the Provisions of the Act. The details are provided in the Note No. 3 to the Standalone Financial Statements.

7. Particulars Of Loan (S), Guarantee(S) Or Investment(S) Under Section 186

Particulars of loans, guarantees and investments made by the Company required under section 186(4) of the Act are contained in Note No. 12 to the Standalone Financial Statements.

8. Particulars Of Contract or Arrangements Made with Related Parties

All Related Party Transactions (RPT) that were entered into by the Company during the financial year under review were on an arms length basis and in the ordinary course of business. During the year under review, the Company has entered into related party transactions details of the same are stated in Form AOC-2 in Annexure- II of this report.

All the related party transactions were entered on arms length basis and were in the ordinary course of business. Further, the transactions with related parties were in compliance with applicable provisions of the Act.

Further, the details of the transactions with Related Parties are provided in Note No. 27.27 to the standalone financial statement.

9. Corporate Social Responsibility

The provisions of Section 135 of the Companies Act, 2013 corporate social responsibility are not applicable to the Company.

10. Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo

The Company is not engaged in any activity where conservation of energy and technology absorption is required. Further, during the year there were no foreign exchange earnings or outgo. Hence the details required under Section 134(3) (m) of the Companies Act 2013 read with rule 8(3) Companies (Accounts) Rule, 2014 are not given.

11. Risk Management

The phenomenon of Risk Management is an integral part of the company. All the foreseeable risk that might threaten the Company are frequently reviewed by the Board of Directors.

12. Details Of Establishment of Vigil Mechanism

After conversion to a public limited company with effect from 13th June 2024, the Company has formulated the Board of Directors have formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and adopted the same on 13th July, 2024.

The Company has taken a special attention and greater emphasis on whistle blower activities where initiatives such as campaigns, posters at prominent locations, awareness sessions etc. were taken to encourage the employees to speak-up about any wrong doing activities and bring the same to the notice of the Management through whistle blower activities.

The complaints under whistle blower are processed by Vigilance Officer to assure collection of accurate information and protection of the information confidentiality along with. In exceptional cases, the whistle blower shall also have access to Chairman of Audit Committee. The reportable matters are disclosed to Audit Committee. No personnel have been denied access to the Audit Committee. The policy can be accessed at https://junglecampsindia.com/wp-content/uploads/2024/10/whistle-blower-policy.pdf

13. Significant And Material Orders

There were no significant material orders passed by any Regulators/Courts that would impact the going concern status of the Company and its future operations.

Your Company has complied with all the Acts, Rules, Regulations and Guidelines issued/prescribed by the Ministry of Corporate Affairs and other statutory authorities.

14. Statutory Auditors & their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 (the Act), read with the Companies (Audit and Auditors) Rules, 2014, the Members of the Company at their 22nd Annual General Meeting held on 30th Day of September 2024, approved the Re-appointment of M/s. R.A. Kila & Co, Chartered Accountants (FRN 003775N) as the Statutory Auditors of the Company. And he shall hold office for a term of four years commencing from the conclusion of the 22nd Annual General Meeting till the conclusion of 26th Annual General Meeting i.e. for the Financial Year from 2024-2025 to 2027-2028.

M/s. R.A. Kila & Co, Chartered Accountants, Statutory Auditors, have issued the following Audit reports, which forms part of the Annual Report:

* The Audit reports dated 15th May 2025, on the Companys standalone financial statement for the Financial Year 2024-25; and

* The Audit reports dated 15th May 2025, on the Companys consolidated financial statement for the Financial Year 2024-25;

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 on Standalone and Consolidated financial statements does not contain any qualification, reservation or adverse remark. The Auditors Report on Standalone and Consolidated financial statements are enclosed with their Financial Statements in this Annual Report. During the financial year, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

15. Secretarial Auditor

The Board had appointed M/s. Priti Balodi & Associates, Company Secretaries, New Delhi, FRN S2021DE774100 to conduct Secretarial Audit of the Company for the financial year 2024-25, pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form No. MR-3 for the financial year 2024-25 is enclosed as Annexure- III to this Report. The Secretarial Audit Report does not contain any observation or adverse remark.

16. Explanations In Response to Auditors Qualifications

The Auditors Report for the financial year ended 31st March, 2025 does not contain any qualification, reservation, or adverse remark. The report of the Statutory Auditors along with Notes to Schedules are enclosed to this Report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments or explanation.

17. Compliance With Secretarial Standards

During the year, the Company is in compliance with both revised Secretarial Standard -1 (Meeting of Board of Directors) and Secretarial Standard - 2 (General Meeting).

18. Cost Auditor

The Company was not required to appoint Cost Auditor pursuant to Section 148 of the Companies Act, 2013.

19. Details Of Application Made or Any Proceeding Pending Under the Insolvency and Bankruptcy Code, 2016 During the Year along with Their Status As At The End Of The Financial Year

No application has been filed for the corporate insolvency resolution process, by a financial or operational creditor against or by the Company itself under Section 10 of the Insolvency and Bankruptcy Code, 2016 before the NCLT.

20. Disclosures Pertaining to The Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

20.1. The Company is committed to provide safe and conducive work environment to its employees. Your Company remains deeply committed to the development of a truly diverse, inclusive and engaged organization and this reflects in all Company policies.

The Company has in place a robust policy and framework for prevention of sexual harassment at workplace. The policy is formulated for the purpose of prevention, prohibition and redressal mechanisms of any wrongs with "sexual intent" defined under sexual harassment at the workplace and Principle of Natural Justice. There is an Internal Committee which is responsible for redressal of complaints related to sexual harassment and follows the guidelines provided in the policy. The Company has complied with provisions relating to the constitution of Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

20.2. The details of number of cases filed and disposed as required under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 are as follows:

a. Number of Complaints filed during the FY 24-25	Nil
b. No. of Complaints disposed of during the FY 2024-25:	Nil
c. No. of Complaints pending as at the end of the FY 2024-25:	Nil

21. Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the Companys website and can be

https://iunglecampsindia.com/investors/disclosures-under-regulation-46-62-of-lodr/annual-returns/ accessed In term of Rule 11 and 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return will be filed with the Registrar of Companies within prescribed timeliness.

22. 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

During the financial year under review, disclosure with respect to 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.

23. Disclosure under Maternity Benefit Act, 1961

Pursuant to Rule 8(5) the Companies (Accounts) Rules, 2014, the Board of Directors confirms that:

The Company is in compliance with the provisions of the Maternity Benefit Act, 1961, including but not limited to:

Provision of paid maternity leave as prescribed under the law,

Provision of nursing breaks during working hours,

Availability of creche facilities where applicable, and

Assurance that no adverse employment action has been taken against any woman employee on account of maternity.

24. STRUCTURED DIGITAL DATABASE

SEBI, vide SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018, introduced the concept of structured digital database which came into effect from 01st April 2019. As per regulation 3(5) of SEBI (PIT) Regulations, 2015, the entity is required to maintain Structured Digital Database.

As per regulation 3(2A) of the PIT regulation 2015 an intermediary/ fiduciary/ other entity shall maintain a separate Structured Digital Database internally, for recording details of:

* The UPSI shared and persons with whom such UPSI is shared;

* The UPSI shared and the persons who have shared such UPSI with the intermediary/ fiduciary/ entity.

The company is maintaining the Structural Digital Database (SDD) internally with adequate internal controls and checks such as time stamping and audit trails to ensure non-tampering of the database in compliance with SEBI (PIT) Regulations, 2015.

25. CORPORATE GOVERNANCE

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strive to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on SME Platform of BSE and by virtue of Regulation 15 of SEBI (LODR) Regulations, 2015 the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, the Corporate Governance Report does not form part of this Annual Report.

26. DISCLOSURE FOR UTILIZATION OF FUNDS RASIED THROUGH PUBLIC ISSUE

Pursuant to the provisions Regulation 32 of SEBI (LODR) Regulations, 2015, utilization of funds raised through public issue has been in annexed herewith as Annexure- IV.

ACKNOWLEDGEMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will doso in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by the Government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review.

We would also like to express our gratitude to our investors for their unwavering confidence in our vision. Your financial backing and strategic guidance have propelled our growth and enabled us to pursue innovation and expansion. Your belief in our potential has been instrumental in transforming our ideas into reality, and we remain committed to delivering sustainable returns on your investment.

To our esteemed Stakeholders, we extend our sincere appreciation for your collective efforts, dedication, and belief in our organization have been the cornerstone of our achievements. We cherish the relationships we have built, and we are committed to fostering open communication, transparency, and collaboration as wemove forward. Your directors give their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company.

By and on behalf of Jungle Camps India Limited
(Formerly Known as Pench Jungle Resorts PrivateLimited)
Ajay Singh	Gajendra Singh
(Director-Chief Financial Officer)	(Managing Director)
DIN:09278260	DIN:00372112
Address: E-6/64 E1, DDA Flats, Vasant Kunj	Address: C-5/14, Lower Ground Floor,
New Delhi - 110070	Vasant Kunj, New Delhi 110070
Date: 14.08.2025
Place: New Delhi