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Jungle Camps India Ltd Directors Report

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Oct 29, 2026|12:00:00 AM

Jungle Camps India Ltd Share Price directors Report

To,

The Members

The Board of Directors is delighted to present the 24th 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, 2026.

1. Company Specific Information

1.1 Financial Summary and Highlights

The Company sustained a good performance during FY 2025-26. 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 f in Thousands, unless otherwise stated)

Standalone Consolidated
Particulars FY 2025-26 FY 2024-2025 FY 2025-26 FY 2024- 25
Revenue from Operation(net) 1,03,224.32 1,02,030.03 2,32,771.38 221,000.95
Other Income 13,471.74 6,039.22 13,805.19 7,108.29
Total Revenue 1,16,696.06 108,069.25 2,46,576.57 228,109.24
Less: Expenses 87,466.18 83,235.02 1,87,636.62 171,429.50
Profit before exceptional extraordinary items and tax Exceptional Items 29,229.88 24,834.23 58,939.95 56,679.74
Profit before extra-ordinary items and tax 29,229.88 24,834.23 58,939.95 56,679.74
Extraordinary items -
Profit before tax 29,229.88 24,834.23 58,939.95 56,679.74
Less: Tax Expense
Current Tax:
Deferred Tax: 7,554.77 5,216.05 14,907.13 11958.36
Less: Share of Minority 718.73 805.52 1834.58 1868.29
Profit (Loss) For The Period - - (1,677.80) (2,335.29)
20,956.38 18,812.67 40,520.44 40,517.80

Financial Highlights

Standalone

During the financial year 25-26 under review, the revenue from Operations of the company was Rs. 103,224.32 (in thousands) as against Rs. 102,030.03 (in thousands) in the previous year and the net profit after tax was Rs. 20,956.38 (in thousands) as compared to profit Rs. 18,812.67 (in thousands) in the previous financial year 24-25.

Consolidated

The consolidated revenue from Operations for FY 2025-26 was Rs. 2,32,771.38 (in thousands) as against Rs.2,21,000.95 (in thousands) in previous year. The net profit after tax for the FY 2025-26 was Rs. 40,520.44 (in thousands), as against Rs. 40,517.80 (in thousands) in the previous year.

Consolidated Financial Statements

Pursuant to Section 129(5) of the Companies Act, 2015, 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 155 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014, forms part of this Annual Report.

1.2 Dividend

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

1.3 Transfer to Reserve

The Board has decided to retain the profit of Rs.20,956.58 thousand for the financial year ended 51 March 2026 in the Surplus of the Statement of Profit and Loss, and accordingly no amount has been transferred to any reserve.

1.4 Major Events Occurred During the Year

The Company had acquired land situated at Village Shtvrajpur, District Chhatarpur, Madhya Pradesh, near Panna Tiger Reserve, vide sale deed dated 16th October 2025, for a total consideration of Rs.188.62 Lakhs (including purchase consideration of Rs.179.45 Lakhs and stamp duty of Rs.9.17 Lakhs) for the purpose of future development of a wildlife resort. During the mutation process, the Company became aware that the title of the said land was disputed. Accordingly, in order to safeguard its interests and recover the consideration paid, the Company initiated legal proceedings against the sellers of the land. Pursuant to directions of the Honble Court, the bank accounts of the sellers v/ere debit frozen, consequent to which an amount of Rs.134 Lakhs has been recovered by the Company against the aforesaid transaction. The Company had also initiated legal proceedings for recovery of the balance amount of Rs.54.62 Lakhs (including stamp duty of Rs.9.17 Lakhs).

1.5 State of Company Affairs & Change in Business

Following key changes were made during the financial year ended 31st March, 2026:

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

As of the reporting date, the Company had earmarked an amount of f 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 v/ere 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 12,601.91 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.

2. Change of vendor for procurement furniture, fixture of flagship property, Pench Jungle Camp

As on the date of this report, the Company had earmarked an amount of f 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 doted 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 Company Pvt 7.47
3. Lighting Ltd Millennium Hardware 21.67

The Company Secretary informed the Board that, following a reassessment by the management, taking 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.

3. Shifting of Registered Office of the Company

During the year under review, the Board of Directors, at its meeting held on 30th January, 2026, approved the shifting of the Registered Office of the Company within the local limits of the same city from 221-222/9, 2nd Floor, SomDutt Chamber II, Bhikajl Cama Place, New Delhi - 110066 to 3rd Floor, H. No. 10, Satya Niketan, Opp. Venkateshwara College, South West Delhi, New Delhi - 110021, in accordance with the provisions of Section 12 of the Companies Act, 2013 and the rules made thereunder. The Registered Office was shifted primarily with the objective of achieving cost savings and improving operational convenience, as the new premises are available at a comparatively economical rental. The Board believes that the relocation will contribute to reducing the Companys operational overheads and will have a positive financial impact on the Companys operations.

The premises have been taken on rent from a related party. The Audit Committee reviewed and recommended the transaction, and the Board approved the same in compliance with the provisions of Sections 177 and 188 of the Companies Act, 2013, the applicable rules made thereunder, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and the Companys Policy on Related Party Transactions. The transaction has been entered into in the ordinary course of business and on an arms length basis.

4. Change in the nature of business

There was no change in the nature of business during the financial year 2025-26.

5. 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.

The Company had been allotted land admeasuring 5.950 hectares situated at Village Parsili, Khasra Nos. 113 and 116, District Sidhi, Madhya Pradesh, by the Madhya Pradesh Tourism Board ("MPTB") for development of a resort/tourism project.

A 90-year Lease Deed in respect of the said land was executed on 20 January 2025.As the said land is situated in the vicinity of the Banas River, the Company approached the Forest Department, Government of Madhya Pradesh, for the requisite No- Objection Certificate ("NOC") for development of a wildlife resort on the said land. However, the Forest Department, Government of Madhya Pradesh, declined to grant the requisite NOC on the ground that the allotted land falls within the National Chambal Gharial Sanctuary (Parsili Region), thereby rendering the proposed resort development legally impermissible at the said site.

The matter was thereafter placed before the Madhya Pradesh State Wildlife Board, which did not approve the proposal for development of the resort. In view of the above, the Company requested MPTB to accept the surrender of the said land. MPTB accepted the Companys request and, vide Order No. 3449/256/218/MPTB/IP/ Vyayan/2024 dated 10 June 2026, cancelled the Lease Deed dated 20 January 2025 and directed refund of the Upfront Premium of Rs.1,22,00,000/- and return of the Performance Security Bank Guarantee of Rs.50,00,000/- (BG No. 191GT02242360012 issued by HDFC Bank Limited). The Company had incurred expenditure aggregating to f51,79,387/- towards pre-operative and other project- related expenditure in connection with the proposed development of the said project. In view of the cancellation of the Lease Deed and the consequent abandonment of the proposed project, the said expenditure no longer has any future economic benefit to the Company and is not recoverable or attributable to any other ongoing project. Accordingly, an amount of Rs.51,79,587/- has been written off.

2. Capital and Debt Structure

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

During the period under review there was no change in the authorised issued, subscribed and paid-up share capital.

Reclassification or sub-division of the authorised share capital

The Company has not reclassified or sub-divided the authorised share capital during the period under review.

Reduction of share capital or buy-back of shares

The Company has not reduced the share capital or bought back any of its shares during the period under review.

Change in the capital structure resulting from restructuring

Since the Company was not involved in any restructuring activity, hence there is no change in the capital structure resulting from restructuring for the financial year under review.

Change in voting rights

The Company has not changed voting rights of the members of the company during the financial year under review.

5. 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 2026, there were Ten Directors on the Board of your Company, consisting of:

S. No. Name of Directors DIN Designation

1 Mr. Gajendra Singh

00372112 Managing Director
2 Mr. Ajay Singh 09278260 Chief Financial officer and
3 Mr. Yashovardhan Rathore Mrs. 07457856 Director Whole Time Director
4 Laxmi Rathore 01371658 Non- Executive Director
5 Mr. Tarun Khanna 02306480 Independent Director
6 Mr. Shailendra Singh 05280501 Independent Director

7 Mr. Ashok Kumar Mittal

00006712 Independent Director
8 Mr. Mukesh Kumar Dukia 06856451 Independent Director
9 Mr. Amit Kumar Kaushik 08710535 Independent Director
10 Mr. Rakesh Kumar Som 01590179 Independent Director

• Names of persons who have been appointed/ ceased to be the directors during the Financial Year 2025-26:

• Mr. Mukesh Kumar Dukia (DIN: 06856451) was appointed as the additional Independent Director of the Company by the Board of Directors in the meeting dated 08th April 2025 and his appointment is subject to be regularized by the Members in the ensuing Annual General Meeting.

• Mr. Rakesh Kumar Soni (DIN: 01590179) was appointed as the additional Independent Director of the Company by the Board of Directors in the meeting dated 08th April 2025 and his appointment is subject to be regularized by the Members in the ensuing Annual General Meeting.

• Mr. Amit Kumar Kaushik (DIN: 08710555) was appointed as the additional Independent Director of the Company by the Board of Directors in the meeting dated 08th April 2025 and his appointment is subject to be regularized by the Members in the ensuing Annual General Meeting.

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

• Mr. Mukesh Kumar Dukia (DIN: 06856451) was regularized by the members of the Company in AGM held on 26th September 2025, and appointed as an Independent Director in the capacity of Non-executive Director.

• Mr. Rakesh Kumar Soni (DIN: 01590179) was regularized by the members of the Company in AGM held on 26th September 2025, and appointed as an Independent Director in the capacity of Non-executive Director.

• Mr. Amit Kumar Kaushik (DIN: 08710555) was regularized by the members of the Company in AGM held on 26th September 2025, and appointed as an Independent Director in the capacity of Non-executive Director.

• Mr. Arjun Singh Rathore (DIN: 10706755) ceased to be the Independent Director of the Company with effect from 09th April, 2025 by way of resignation due to personal reasons.

i. Names of persons who have been appointed/ceased to be the directors after the end of the Financial Year 2025-26 and up to the date of the Board Report:

No person has been appointed as or ceased to be a Director after the end of the Financial Year 2025-26 and up to the date of the Boards Report.

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

SI. No. Name of Director DIN Designation
1 Gajendra Singh 00572112 Chairperson and Managing Director
2 Mr. Ajay Singh 09278260 Director & Chief Financial Officer
5 Yashovodhan Rathore 07457856 Director
4 Laxmi Rathore 01571658 Independent Director
5 Torun Khanna 02506480 Independent Director
6 Shatlendra Singh 05280501 Independent Director
7 Amit Kumar Kaushik 00006712 Independent Director
8 Ashok Kumar Mitral 01590179 Independent Director
9 Mukesh Kumar Dukia 06856451 Independent Director
10 Rakesh Kumar Soni 08710555 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, 2015 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2015 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;

• In terms of Rule 6(5) 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;

• None of the Directors are disqualified under Section 164(2) of the Companies Act, 2015.

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 2025-2026, Eight (08) Board Meetings were held on 08.04.2025, 15.05.2025, 20.06.2025, 14.08.2025, 02.09.2025, 14.11.2025, 50.01.2026 and 15.02.2026

• The intervening gap between any two meetings did not exceed the time prescribed under Companies Act, 2015.

• 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 Chairperson and Managing Director 08 08
2 Mr. Ajoy Singh Director 08 08
5 Yashovadhan Rathore Whole Time Director 08 08
4 Loxmi Rathore Director 08 06
5 Tarun Khanna Independent Director 08 08
6 Shailendra Singh Independent Director 08 05
7 Amit Kumar Kaushik Independent Director 07 06
8 Ashok Kumar Mittal Independent Director 08 08
9 Mukosh Kumar Dukio Independent Director 07 07
K) Rakssh Kumar Soni Independent Director 07 07
n Arjun Singh Rathore Independent Director 01 01

• Mr. Arjun Singh Rathore (DIN: 10706733 ) ceased to be a Director of the Company with effect from 09th April 2025 due to his resignation on account of personal reasons.

4.6 Committees of the Board

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

Audit Committee

Nomination and Remuneration Committee 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 Mr. Rakesh Kumar Soni, Chairperson
Mr. Ashok Kumar Mittal, Member
Mr. Gajendra Singh, Member
Mr. Ajay Sinqh, Member
Mr. Mukesh Kumar Dukia, Member
Mr. Tarun Khanna, Member
Nomination and Remuneration Committee Mr. Rakesh Kumar Soni, Chairperson
Mr. Ashok Kumar Mittal, Member
Mr. Mukesh Kumar Dukia, Member
Mr. Tarun Khanna, Member
Mr. Amit Kumar Kaushik, Member
Stakeholder Relationship Committee Mr. Mukesh Kumar Dukia, Chairperson
Mr. Ashok Kumar Mittal, Member
Mr. Tarun Khanna, Member
Mr. Ajay Singh, Member
Mr. Amit Kumar Kaushik, Member
Mr. Rakesh Kumar Soni, Member

* The All Committee was reconstituted in the Board Meeting held on 15th May 2025 pursuant to the appointment of Mr. Amit Kumar Kaushik, Mr. Rakesh Kumar Soni and Mr. Mukesh Kumar Dukia with effect from 08th April 2025 and cessation of Mr. Arjun Singh Rathore with effect from 09th April 2025.

•4.7 Companys Policy on Directors appointment and remuneration

Pursuant to the provisions of Section 178 of the Companies Act, 2015, the Company has formulated a policy on the appointment of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel, including the criteria for determining qualifications, positive attributes, independence of Directors, and matters relating to their remuneration.

The Nomination and Remuneration Committee recommends the appointment and remuneration of Directors, KMP, and Senior Management Personnel in accordance with the said policy. The remuneration is determined based on the individuals qualifications, experience, responsibilities, performance, and prevailing industry practices, while ensuring compliance with the applicable provisions of the Companies Act, 2015 and the rules made thereunder.

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 (5) of Section 178 of the Companies Act, 2015, 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 51stMarch 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The directors had selected such accounting policies and applied them consistently and have made judgments 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 51st March 2026 and the Profit and loss for that period.

5. 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. 2026 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. 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

4.9 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 2026 as defined under Companies Act, 2013.

During the year under review:

I. Versa Industries Private Limited, Subsidiary Company

As on 31st March 2026, 36.91% of the equity share capital of M/s Versa Industries Private Limited was held by M/s Jungle Camps India Limited.

Divine Enterprises Private Limited, another wholly owned subsidiary of Jungle Camps India Limited, already held 14.09% stake in the Versa Industries Private Limited. Consequently, as on 31st March 2026 through its direct and indirect holdings, Company controlled a combined 51.00% of Versa Industries Pvt Ltd.

II. Divine Enterprises Private Limited, Wholly- Owned Subsidiary

Ason 31st March 2026, 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 2026, 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.

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

As on 31st March 2026, 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://junglecampsindia.com/investors/

6. Deposits

6.1. The Company has not accepted any deposits during the Financial Year 2025-26 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, 2026.

6.2. Borrowings From Directors & Their Relatives

Pursuant to Rule 2(l)(c) of Companies (Acceptanceof Deposits) Rules, 2014, it is stated that during the financial year under review, the Company had not taken any loan from director.

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 v/ere 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 v/ith Related Parties are provided in Note No. 27.46 to the standalone financial statement.

9. Corporate Social Responsibility

The provisions of Section 155 of the Companies Act, 2015 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, company has been net foreign exchange earner during the year under review

The Foreign exchange earned by the company during the financial year 2025-26 was Rs. 85,55,595/- as compared to total foreign exchange outflow of Rs. 58,87,985/- during the financial year 2025-26.

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

The Board of Directors has formulated Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2015 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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 v/histle blov/er 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

15.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 159 of the Companies Act, 2015 (the Act), read with the Companies (Audit and Auditors) Rules, 2014, M/s. R.A. Kila & Co, Chartered Accountants (FRN 005775N) was re- appointed 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 50th May 2026, on the Company’s standalone financial statement for the Financial Year 2025-26; and

• The Audit reports dated 50th May 2026, on the Companys consolidated financial statement for the Financial Year 2025-26;

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 145(12) of Companies Act, 2015 read with rules framed thereunder, either to the Company or to the Central Government.

The Board had appointed M/s. Shivam Agarwal & Associates, Company Secretaries, New Delhi, CP No. 17959 ( Peer Review Certificate No. 2556/2022) to conduct Secretarial Audit of the Company for the financial year 2025-26, 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-5 for the financial year 2025-26 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 51st March, 2026 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, 2015.

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, 2015.

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, 2015 are as follows:

a. Number of Complaints filed during the FY 2025 26 Nil
b. No. of Complaints disposed of during the FY 2025-26: Nil
c. No. of Complaints pending as at the end of the FY 2025-26: Nil

21. Annual Return

Pursuant to Section 92(5) read with Section 154(5)(a) of the Act, the Annual Return of the Company is available on the Companys website and can be accessed

https://junglecampsindia.com/investors/ disclosures-under-regulation-46-62-of-lodr/annual- returns/ 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.

25. Disclosure under Maternity Benefit Act, 1961

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

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(available at resort only), 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 5(5) of SEBI (PIT) Regulations, 2015, the entity is required to maintain Structured Digital Database.

As per regulation 5(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 v/hom 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 subregulation (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 Utilisation of Funds Raised through Public Issue

Pursuant to the provisions Regulation 52 of SEBI (LODR) Regulations, 2015, utilization of funds raised through public issue has been in annexed herewith as Annexure- IV.

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so 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 we move forward. Your directors give their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company.

For and on behalf of Board of
Jungle Camps India Limited
( Formerly Known as Pench Jungle Resorts Private Limited)
Sd Sd
Ajay Singh Gajendra Singh
(Director & Chief Financial Officer) Managing Director
DIN: 09278260 DIN: 00572112
Address: E-6/64, E-l DDA Flats Address: C-5/14, Ground Floor
Vasant Kunj, New Delhi-110070 Vasant Kunj, New Delhi-110070

Date: 14-08-2026

Place: New Delhi

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