Jyot International Marketing Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting their 37^th Annual report on the affairs of the Company together with the Audited Financial Statements of Accounts for the Financial year ended on March 31, 2025.

FINANCIAL PERFORMANCE:

The summary of the Financial Performance of the Company for the year under review are as under:

PARTICULARS	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	670.76	411.45	670.76	411.45
Other Income	105.94	85.85	110.70	88.80
Total Income	776.70	497.30	781.46	500.25
Less: Total Expenditure	661.65	463.75	1,331.74	626.82
Exceptional Item	-	-	-	-
Profit/ (loss) before Taxation	115.05	33.55	(550.29)	(126.57)
Less: Current Tax	28.84	8.50	30.81	8.50
Less: Prior year Tax Provisions	(1.02)	-	(0.83)	13.74
Less: Deferred Tax Liability	-	(0.08)	-	-
Profit/(loss) after taxation	87.23	25.13	(580.26)	(148.82)
Add: Balance brought forward	-	-	-	-
Profit available for appropriation	87.23	25.13	-	-
Less: Appropriation:	(17.45)	(5.03)	(17.45)	(5.03)
Transfer to Special Reserve u/s. 45I of RBI Act.	17.45	5.03	17.45	5.03
Transfer to General Reserve	-	-
Interim Dividend	-	-
Tax on Interim Dividend	-	-
Proposed Dividend	-	-
Provision for Tax on Proposed Dividend	-	-
Less: Additional depreciation charged due to change in useful life	-	-
Balance carried forward to Balance Sheet	-	-
Other Comprehensive Income	-	-

Note: Previous years figures have been regrouped/ reclassified wherever necessary to correspond with the current years classification / disclosure.

The Financial Statements of the Company are prepared in accordance with Indian Accounting Standards (IND AS) including the Rules notified under the relevant provisions of the Companies Act, 2013, forms part of the Annual Report and Accounts.

HIGHLIGHTS OF THE FINANCIAL SUMMARY:

For the Financial Year ended March 31, 2025, your Company earned Profit before Tax on standalone basis of Rs. 115.05 lacs as against profit of Rs. 33.55 lacs in the previous Financial Year ended March 31, 2024.

The Profit after Tax on standalone basis for the Financial Year ended March 31, 2025 was Rs. 87.23 lacs as against loss of Rs. 25.13 lacs in the previous Financial Year.

The Standalone basic and diluted EPS of the Company stood at Rs. 2.79 for the Financial Year ended March 31, 2025 as against Rs. 0.80 for the Financial Year ended March 31, 2024.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the requirements of Regulation 34 of SEBI Listing Regulations, your Company had prepared Consolidated Financial Statements in accordance with Ind AS-110 ‘Consolidated Financial Statements and Ind AS-27 ‘Separate Financial Statements. The Consolidated Financial Statements forms part of this Report

DIVIDEND:

In view of the future growth of the Company, the Board of Directors has decided to conserve capital. Therefore, the Board has decided not to recommend any dividend for the F.Y. 2024-25.

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, as the Company is not coming under the limit of top 1000 listed Companies on basis of Market capitalization thus it is not required to prepare Dividend Distribution policy.

TRANSFER TO RESERVES:

Under Section 45-IC (1) of Reserve Bank of India (‘RBI) Act, 1934, non-banking financial companies (‘NBFCs) are required to transfer a sum not less than 20% of its net profit every year to reserve fund before declaration of any dividend. The amounts transferred to General Reserve, Statutory Reserve and Securities Premium Account are mentioned in the Financial Highlights under the heading ‘Appropriations.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

Since there was no unpaid/unclaimed dividend, the provisions of Section 125 of the Companies Act, 2013 do not apply.

SERVICE OF DOCUMENTS THROUGH ELECTRONIC MEANS:

Subject to the applicable Provisions of the Companies Act, 2013 read with various Circulars and notifications issued from time to time, all documents, including the notice and Annual Report will be sent through electronic transmission in respect of members whose email IDs are registered in their demat account or are otherwise provided by the members.

CHANGE OF REGISTERED OFFICE:

During the financial year ended on March 31, 2025, there was no change in the Registered Office of the Company.

CHANGE IN THE NATURE OF THE BUSINESS:

During the year, there is no change in the nature of the business of the Company.

PUBLIC DEPOSITS:

Being a non-deposit taking Non-Banking Financial Company, your Company has not accepted any deposits from the public within the meaning of the provisions of the Master Direction Non-Banking Financial Companies Acceptance of Public Deposits (Reserve Bank) Directions, 2016 and the provisions of the Act.

MANAGEMENT DISCUSSION AND ANALYSIS:

The state of the Company affairs forms an integral part of Management Discussion and Analysis Report is furnished in “Annexure-C” and is attached to the report.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company has one Wholly Owned Indian Material unlisted Subsidiary company i.e. Efficient Tie-up Private Limited as on March 31, 2025.

Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companys joint venture in Form No. AOC-1 is furnished in “Annexure-A” and is attached to the report.

DIRECTORS:

a) Composition of Board and Key Managerial Personnel:

Name of Directors	Designation	No. of Board Meeting held during the year	No. of Meeting director is entitled to attend	No. of Board Meeting attended during the year
Jayesh Narendrakumar Shah	Chairman and Managing Director	09	08	08
Priti Jayesh Shah	Director	09	08	08
Ilesh Manekray Nikhare	Independent Director	09	09	09
Dipankar Bhuvneshwar Mahto	Director	09	08	08
Bhoomiben Patel*	Independent Director	09	06	06
Sonal Deepalbhai Gandhi**	Independent Director	09	04	04

*During the financial year, Ms. Bhoomiben Patel ceases to be Independent Director of the Company w.e.f. January 10, 2025 **During the financial year, Ms. Sonal Deepalbhai Gandhi has been appointed as an Additonal Director under the category of Independent Director w.e.f. January 10, 2025. Further, She has been confirmed as an Independent Director of the Company by the members in the Extra-Ordinary General Meeting held on February 21, 2025.

b) Re-appointment of Director retiring by rotation:

Mr. Jayesh Narendrakumar Shah (DIN: 03548968), Managing Director of the Company will retire by rotation at the ensuing 37^th AGM and being eligible, offers himself for re-appointment. The Board of Directors in its meeting held on September 05, 2025 based on the recommendation of Nomination and Remuneration Committee recommended to the Members re-appointment of Mr. Jayesh Narendrakumar Shah as director of the Company retiring by rotation.

The necessary resolutions for re-appointment of Mr. Jayesh Narendrakumar Shah as director retiring by rotation together with requisite disclosures are set out in the Notice of the 37^th AGM. The Board recommends to the Members passing of the said resolutions.

c) Policies on appointment of Directors and Remuneration:

The management of the Company is immensely benefitted from the guidance, support and mature advice from members of the Board of Directors who are also members of various committees. The Board consists of directors possessing diverse skill, rich experience to enhance quality of its performance. The Company has adopted a Policy on Board Diversity formulated by the Nomination and Remuneration Committee. The Companys Remuneration Policy is framed for remuneration of Directors (Executive and Non-Executive), Key Managerial Personnel and Senior Management Personnel in line with the requirement of the Section 178 of the Act, Regulation 19 read with Part D of Schedule II to the Listing Regulations and Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023. These Policies are available on the Companys website at www.jyotinternationalmarketing.co.in. The Company has also formulated policy on Succession Planning for Directors and Key Managerial Personnel for continuity and smooth functioning of the Company.

d) Fit and Proper and Non-Disqualification Declaration by Directors:

All the Directors of the Company have confirmed that they satisfy the ‘fit and proper criteria as prescribed under Chapter XI of Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023, and that they are not disqualified from being appointed/reappointed/continuing as Director in terms of Section 164(1) and (2) of the Act.

e) Declaration by Independent Directors

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. There has been no change in the circumstances affecting their status as independent directors of the Company.

f) Performance Evaluation at Board and Independent Directors Meetings

The Board, the Committees of the Board and independent directors continuously strive for efficient functioning of Board and its committees and better corporate governance practices. A formal performance evaluation was carried out by the Board of Directors where the Board made an annual evaluation of its own performance, the performance of Directors individually as well as the evaluation of the working of its various Committees for the Financial Year 2024-25 on the basis of performance criteria. The Board expressed its satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the Board and the management agreed on various action points to be implemented in subsequent meetings.

The Independent Directors met on March 31, 2025 without the presence of other directors or members of Management.

All the Independent Directors were present at the meeting. In the meeting, the Independent Directors reviewed performance of Non Independent Directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board. The Independent Directors expressed satisfaction over the performance and effectiveness of the Board, individual Non-Independent Directors and the Chairperson.

They also expressed satisfaction with regard to the flow of information between the Management of the Company and the Board. The Management took note of various suggestions made in the meeting of Independent Directors. g) Number of Meetings of the Board

The Board of Directors of the Company met (09) Nine times during the financial year ended March 31, 2024, on May 30, 2024, August 13, 2024, September 05, 2024, October 29, 2024, November 14, 2024, January 10, 2025, January 22, 2025, February 10, 2025 and March 31, 2025. Details of attendance of meetings of the Board and its Committees are included in this report.

h) Board Committees

As required under the Companies Act, 2013 and SEBI Listing Regulations, 2015, the Board of Directors has (a) Audit Committee (b) Nomination and Remuneration Committee and (c) Stakeholders Relationship Committee. A detailed note on the composition of the Committees, role and responsibilities assigned to these Committees etc., forms part of this Annual Report.

i) Key Managerial Personnel

The Board of Directors, on recommendation of Nomination and Remuneration Committee, approved changes in the key managerial personnel as a part of periodical review of their role, function and responsibility and to meet organizational needs.

During the year under review, Ms. Juhi Parekh ceased to be Key Managerial Personnel with effect March 07, 2025 and Ms. Himani Vora has been appointed as Key Management Personnel of the Company with effect from March 08, 2025.

The following persons continued as Key Managerial Personnel (“KMP”) of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Jayesh Narendrakumar Shah, Managing Director

2. Mrs. Priti Jayesh Shah, Chief Financial Officer

3. Ms. Juhi Parekh, Company Secretary & Compliance Officer (Up to March 07, 2025)

4. Ms. Himani Vora, Company Secretary & Compliance Officer (w.e.f. March 08, 2025)

INDEPENDENT DIRECTORS MEETING:

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Managing Director or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and exible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and Non-Executive Directors), assess the quality, quantity and timeliness of ow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

One Meeting of Independent Directors was held on March 31, 2025 during the year and this meeting was well attended by all the Independent Directors of the Company.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief, confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(ii) selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date;

(iii) Proper and sufficient care has been taken 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;

(iv) the annual accounts have been prepared on a going concern basis;

(v) The Company had followed the internal financial controls laid down by the directors and that such internal financial controls are adequate and were operating effectively; and; and

(vi) 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.

EXTRA ORDINARY GENERAL MEETING:

During the year, pursuant to Section 100 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 (including any statutory amendment(s) or re-enactment(s) made thereunder), your Company has convened an Extra Ordinary General Meeting at the Registered Office of the Company on Friday, February 21, 2025 and passed the following resolutions:

1) To Issue Equity Shares On Preferential Basis;

2) To Consider and Approve an Appointment of Ms. Sonal Deepalbhai Gandhi (DIN: 07351479) as an Independent Director of the Company;

RBI GUIDELINES:

Your Company has complied with the various requirements prescribed under the Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 within the specified timelines. The Company continues to comply with the Master Direction Reserve Bank of India (Non-Banking Financial Company Scale Based Regulation) Directions, 2023 and all the applicable laws, regulations, guidelines, etc. prescribed by RBI from time to time.

AUDITORS:

The matters related to Auditors and their Reports are as under:

a) Statutory Auditors

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, the present Auditors of the Company are M/s.

Labadiya & Mehta, Chartered Accountants (FRN: 125591W) were appointed as Statutory Auditors of the Company to hold office from the conclusion of 36^th Annual General Meeting (AGM) till the conclusion of the Annual General Meeting of the Company to be held in the year 2029.

However, During the year under review, M/s. Parag A. Shah & Co., Chartered Accountants (FRN No. 129665W) had resigned from the office of Statutory Auditors of the Company due to severe health and age constraints of the auditor, He was not able to devote his time and attention to various assignments to perform the audit work and duties of Statutory Auditor of the Company. Therefore, the Audit Committee and Board of Directors of the Company had recommended the appointment of M/s. Labadiya & Mehta, Chartered Accountants (FRN: 125591W) as Statutory Auditor of the Company w.e.f. August 13, 2024 to fill in the Casual Vacancy caused due to the resignation of M/s. Parag A. Shah & Co., Chartered Accountants (FRN: 129665W) for the financial year 2024-25 and also recommended his appointment for a term of four consecutive years, to hold office from the conclusion of 37th AGM till the conclusion of 40th AGM to be held in the year 2029.

They have confirmed their eligibility and qualifications required under the Act for holding office as Auditor of the Company.

During the financial year 2024-25, no frauds have either occurred or noticed and/or reported by the Statutory Auditors under Section 143(12) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (as amended from time to time). Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Act.

The Notes to the financial statements referred in the Auditors Report are self-explanatory. There are no qualifications or reservations or adverse remarks or disclaimers given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in this Annual Report.

It is to be noted that Audit Report given by the Auditor is unqualified.

b) Cost Auditor

As the cost audit is not applicable to the Company, therefore the Company has not appointed the Cost Auditor pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014.

Further, maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not required by the Company and accordingly such accounts and records are not made and maintained,

c) Internal Auditor

The Board of Directors has on the recommendation of Audit Committee, and pursuant to the provision of Section 138 of the Companies Act 2013, has appointed Mr. Jay Gandhi as an Internal Auditor of the Company.

d) Secretarial Auditor

In accordance with the provisions of Section 204 of the Act and Regulation 24A of the SEBI Listing Regulations, M/s. Vishwas Sharma and Associates conducted the secretarial audit for the financial year ended March 31 2025. The Report of the Secretarial Audit is annexed herewith as “Annexure- B”. The said report contains observation or qualification which is mentioned as below:

Qualification	Explanation
The Company failed to comply with Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as 100% promoters holding are not in demat form.	The board would like to clarify that the company has approached all the concerned promoters and they completed the process of dematerialization of their securities of the Company.
	Further, Board would like to inform you that as on the date of report, 100% promoters holding are in demat form as required under Regulation 31(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The Company is registered under section 45- IA of Reserve Bank of India Act, 1934, however the original certificate of Registration with Reserve Bank of India (RBI) is not available for verification.	The board of directors would like to clarify that The Company will approach to Reserve Bank of India for making an application for duplicate certificate of registration to RBI and intimate once the process gets completed.
The Company failed to file Form MGT-7 i.e. Annual Return for the financial year ended on March 31, 2024 within 60 days from the date of conclusion of Annual General Meeting.	The Board of Directors of the Company would like to clarify that due to inadvertance, the Company could not be able to file Form MGT-7 within stipulated time.

In accordance with the amended provisions of Regulation 24A of the SEBI Listing Regulations and based on the recommendation of the Audit Committee, the Board of Directors, at their meeting held on September 05, 2025, have approved and recommended for the Members approval, the appointment of M/s. G R Shah & Associates, a Peer Reviewed Practicing Company Secretaries s the Secretarial Auditor of the Company for term of 5 (five) consecutive years to hold office from the financial year 2025-26 until the financial year 2029-30.

COMPANY SECRETARY AND COMPLIANCE OFFICER:

Ms. Juhi Parekh has been appointed as Whole Time Company Secretary and Compliance Officer of the company.

However, she resigned from the office of Company Secretary and Compliance Officer of the company w.e.f. March 07, 2025. Therefore, Board of Directors of the Company in their meeting held on May 24, 2025 had confirmed and approved an appointment of Ms. Himani Vora as Company Secretary and Compliance Officer of the company w.e.f. March 08, 2025.

SHARE CAPITAL:

Authorised Share Capital:

The Authorized share capital of the Company was Rs.4,00,00,000 consisting of 40,00,000 Equity Shares of Rs.10/- each.

Issued, Subscribed and Paid up Capital:

The issued, subscribed and paid up Equity Share Capital of the Company as on March 31, 2024 stood at Rs.3,12,19,000 consisting of 31,21,900 Equity Shares of Rs. 10/- each.

PREFERENTIAL ISSUE:

During the year under review, the Company had under preferential issue issued 4,00,000 (Four Lacs) Equity Shares having face value of Rs.10/- (Rupees Ten Only) (“Equity Share”) each at an issue price of Rs.40/- per share including Premium of Rs.30/- each on preferential basis premium in order to comply with Reserve Bank of Indias (RBI) revised regulatory framework, for minimum Net Owned Fund (NOF) requirement for Non-Banking Financial Companies (NBFCs) of 5.00 crore.

The Members of the Company in their in their Extra Ordinary General Meeting of held on February 21, 2025 approved the issue of Equity Shares under preferential issue.

However, The Company had made in-principle application to the stock exchange i.e. BSE Limited where the equity shares of the company are listed and the said application is under process with the exchange.

Therefore, as on March 31, 2025, the Paid-up share capital of the Company as on March 31, 2025 is Rs. 3,12,19,000 consisting of 31,21,900 Equity Shares of Rs. 10/- each.

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

A. CONSERVATION OF ENERGY: i. the steps taken or impact on conservation of energy: Nil ii. the steps taken by the company for utilizing alternate sources of energy: None iii. the capital investment on energy conservation equipment: Nil

B. TECHNOLOGY ABSORPTION: i. the efforts made towards technology absorption: None ii. the benefits derived like product improvement, cost reduction, product development or import Substitution: None iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-Nil a) The details of technology imported: None b) The year of import: N.A. c) Whether the technology been fully absorbed: N.A. d) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: N.A e) The expenditure incurred on Research and Development: Nil

C. FOREIGN EXCHANGE EARNING & OUTGO : i. Foreign Exchange Earning: Nil ii. Foreign Exchange Outgo: Nil

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

Pursuant to section 186(11) of the Companies Act, 2013 (“the Act”), the provisions relating to disclosure in the Financial Statements of the full particulars of the loans made and guarantees given or securities provided is not applicable to the company.

The Company, being an NBFC registered with the RBI and engaged in the business of giving loans in the ordinary course of its business, is exempt from complying with the provisions of Section 186 of the Act with respect to loans. Accordingly, the disclosures of the loans given as required under the aforesaid section have not been made in this Boards Report.

Particulars of loans and investments outstanding during the financial year are furnished in notes to the standalone financial statements of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

In line with the requirements of the Act and the SEBI Listing Regulations, the Company has in place a Policy on Related Party Transactions and the same can be accessed on the Companys website at www.mahan.co.in. All transactions with Related Parties are placed before the Audit Committee for approval. All related party transactions that were entered into during the financial year were on an arms length basis and in the ordinary course of business, the particulars of such transactions are disclosed in the notes to the financial statements. During the year under review there were no materially significant related party transactions. Disclosures of related party transactions of the Company with the promoter/promoter group, which holds 10% or more shareholding in the Company, if any, is given in note to the financial statements.

None of the transactions with related parties fall under the scope of Section 188(1) of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to the Company for F.Y. 2024-25.

ANNUAL RETURN:

Pursuant to the Provisions of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at March 31, 2025 is hosted on your Companys website at www.jyotinternationalmarketing.co.in

DISCLOSURE OF ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL:

No orders have been passed by any Regulator or Court or Tribunal which can have impact on the going concern status and the Companys operations in future.

DISCLOSURE OF VARIOUS COMMITTEES OF BOARD OF DIRECTORS:

The Board Committees play a crucial role in the governance structure of the Company and have been constituted to deal with specific areas/ activities as mandated by applicable regulations, which concern the Company and need a closer review. The composition and terms of reference of all the Committees are in compliance with the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, as applicable. During the year, all the recommendations made by the respective Committees were accepted by the Board. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

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

Audit Committee:

The Board of the Company has constituted an Audit Committee at the Board level. The Audit Committee at the Board level acts as a link between the Statutory Auditors, Internal Auditor, the Management and the Board of Directors and overseas the Accounting Policies and Practices, Financial Reporting Process, Financial Statements, Reports of Auditors.

The powers, role and terms of reference of the Audit Committee covers the areas as contemplated under Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015and Section 177 of the Companies Act, 2013 as applicable along with other terms as referred by the Board of Directors.

All the recommendations of the Audit Committee were accepted by the Board.

Oversight of the Companys Financial Reporting Process and the disclosure of its Financial Information to ensure that the Financial Statement is correct, sufficient and credible;

Recommendation for appointment, remuneration and terms of appointment of Auditors of the Company; Approval of payment to Statutory Auditors for any other services rendered by the Statutory Auditors;

Examination and reviewing, with the Management, the Annual Financial Statements and Auditors Report thereon before submission to the Board for approval, with particular reference to:

i. Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of Section 134 (3)(c) of the Act;

ii. Changes, if any, in the Accounting Policies and Practices and reasons for the same; iii. Major accounting entries involving estimates based on the exercise of judgment by Management; iv. Significant adjustments made in the Financial Statements arising out of audit findings; v. Compliance with listing and other legal requirements relating to Financial Statements; vi. Disclosure of any Related Party Transactions;

vii. Qualifications in the draft Audit Report;

Reviewing with the Management, the quarterly Financial Statements before submission to the Board for approval; Review and monitor the Auditors independence and performance and effectiveness of audit process; Approval or any subsequent modification of transactions of the Company with Related Parties; Scrutiny of Inter - Corporate Loans and Investments; Evaluations of Internal Financial Controls and Risk Management Systems; Reviewing with the Management, performance of Statutory and Internal Auditor and adequacy of the internal control systems; Reviewing the adequacy of internal audit function and discussion with Internal Auditors of any significant findings and follow up there on; Reviewing the findings of any internal investigations by the Internal Auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board; Discussion with Statutory Auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern; To review the functioning of the Whistle Blower Mechanism; Carrying out any other function as is mentioned in the terms of reference of the Audit Committee; Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision Consider and comment on rationale, cost benefits and impacts of schemes involving merger, demerger, amalgamation etc., on the listing entity and its shareholders.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee.

The Audit Committee of the Company was reconstituted on January 10, 2025 as follows:

Name	Designation	Induction/Cessation
Mr. Ilesh Nikhare	Chairman	-
Ms. Bhoomiben Patel	Member	Cessation
Mr. Dipankar Mahto	Member	-
Ms. Sonal Gandhi	Member	Induction

The details of present composition of the Audit Committee are given as below:

Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meeting attended
Mr. Ilesh Nikhare	Chairman	Non-Executive Independent Director	05	05	05
Ms. Bhoomiben Patel*	Member	Non-Executive Independent Director	05	03	03
Mr. Dipankar Mahto	Member	Non-Executive Director	05	05	05
Ms. Sonal Gandhi**	Member	Non-Executive Independent Director	05	02	02

Ms. Bhoomiben Patel was ceased to be member of this committee w.e.f. January 10, 2025*. Ms. Sonal Gandhi was inducted as member of this committee w.e.f. January 10, 2025**

Presence of Chairman of the Audit Committee:

Mr. Ilesh Nikhare, Chairperson of the Audit Committee was present in the Annual General Meeting held on November 29, 2024. The necessary quorum was present for all the meetings.

Meetings:

During the Financial Year 2024-25, the Members of Audit Committee met 5 (Five) times viz. on May 30, 2024, August 13, 2024, November 14, 2024, January 22, 2025 and February 10, 2025.

Nomination & Remuneration Committee:

The Board of the Company has constituted a Nomination & Remuneration Committee at the Board level. The scope of the activities of the Nomination & Remuneration Committee is in compliance with Regulation 19 of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015read with Section 178 of the Companies Act, 2013.

The Committee has been vested with the authority to, inter alia, recommend nominations for Board Membership, develop and recommend policies with respect to composition of the Board commensurate with the size, nature of the business and operations of the Company, establish criteria for selection to the Board with respect to the competencies, qualifications, experience, track record, integrity, establish Director retirement policies and appropriate succession plans and determine overall compensation policies of the Company. The terms of reference of this Committee are aligned with the Listing Regulations and the Act. The coverage of “Senior Management” of the Company was widened pursuant to an amendment to the Listing Regulations and consequently the “Policy on Appointment of Directors and Senior Management and Succession Planning for Orderly Succession to the Board and the Senior Management” has been amended.

In addition to the above, the Committees role includes identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every Directors performance.

The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Companys business, understanding of industry and global trends, etc.

The broad terms of reference of Nomination and Remuneration Committee includes:

Determination and recommendation of criteria for appointment of Executive, Non-Executive and Independent Directors to the Board;

Review and approval of compensation / remuneration payable to Senior Management Personnel, Relatives of Directors, Executive and Non-Executive Directors etc. and recommend to the Board for their approval;

Succession planning for Board of Directors and Senior Management Employees;

Identifying and selection of candidates for appointment of Directors / Independent Directors based on laid down criteria;

Examination and evaluation of performance of the Board of Directors and Senior Management Personnel including Key Managerial Personnel based on criteria approved by the Board;

The remuneration has been paid as approved by the Board, in accordance with the approval of the Shareholders and within the overall ceiling prescribed under Section 197 and 198 of the Companies Act, 2013. The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee.

The Committee comprises of 3 Directors, out of which 2 are Independent Directors. The Company Secretary of the Company acted as a Secretary of the Committee.

The Nomination and Remuneration Committee of the Company was reconstituted on January 10, 2025 as follows:

Name	Designation	Induction/Cessation
Mr. Ilesh Nikhare	Chairman	-
Ms. Bhoomiben Patel	Member	Cessation
Mr. Dipankar Mahto	Member	-
Ms. Sonal Gandhi	Member	Induction

The details of present composition of the Nomination and Remuneration Committee are given as below:

Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meeting attended
Mr. Ilesh Nikhare	Chairman	Non-Executive Independent Director	05	05	05
Ms. Bhoomiben Patel*	Member	Non-Executive Independent Director	05	03	03
Mr. Dipankar Mahto	Member	Non-Executive Director	05	05	05
Ms. Sonal Gandhi**	Member	Non-Executive Independent Director	05	02	02

Ms. Bhoomiben Patel was ceased to be member of this committee w.e.f. January 10, 2025*. Ms. Sonal Gandhi was inducted as member of this committee w.e,f January 10, 2025.**

Meetings:

During the Financial Year 2024-25, the Members of Nomination and Remuneration Committee met 02 (Two) times on January 10, 2025 and March 08, 2025.

Presence of Chairman of the Nomination and Remuneration Committee:

Mr. Ilesh Nikhare, Chairperson of the Nomination and Remuneration Committee was present in the Annual General Meeting held on November 29, 2024. The necessary quorum was present for all the meetings.

Stakeholders Relationship Committee:

Your Company has constituted a Stakeholders Relationship Committee (“SRC”) pursuant to the provisions of Section 178 of the Companies Act, 2013and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Stakeholders Relationship Committee is responsible for the satisfactory redressal of investor complaints and recommends measures for overall improvement in the quality of investor services.

The Stakeholders Relationship Committee looks into various issues relating to shareholders/investors including: Transfer and transmission of shares held by shareholders in physical format;

Shareholders Compliant viz non-receipt of dividend, annual report, shares after transfer, delays in transfer of shares etc.;

Status of dematerialization/rematerialization of shares; Issue of duplicate share certificates; Monitor and Track redressal of Investor complaints;

Oversee the performance of the Companys Registrar and Transfer Agents;

Review of measures taken for effective exercise of voting rights by Shareholders; Suggest measures for improvement upgrade the standard of services to investors from time to time;

Carry out any other function as is referred by the board from time to time or enforced by any statutory modification/ amendment or modification as may be applicable;

Your Companys shares are compulsorily traded in the de-materialized form. Based on the delegated powers of the Board, Directors/officers/RTA approves the application / request for transfers / transmission / demat / remat of shares, deletion of name, duplicate share certificate etc. on a regular basis and the same is reported at the next meeting of the Committee, normally held every quarter.

The Stakeholders Relationship Committee of the Company was reconstituted on January 10, 2025 as follows:

Name	Designation	Induction/Cessation
Mr. Ilesh Nikhare	Chairman	-
Ms. Bhoomiben Patel	Member	Cessation
Mr. Dipankar Mahto	Member	-
Ms. Sonal Gandhi	Member	Induction

The present composition of the Stakeholders Relationship Committee are given as below:

Name of the Directors	Designation	Category	Number of meetings held	Number of meetings members entitled to held	Number of meeting attended
Mr. Ilesh Nikhare	Chairman	Non-Executive Independent Director	05	05	05
Ms. Bhoomiben Patel*	Member	Non-Executive Independent Director	05	03	03
Mr. Dipankar Mahto	Member	Non-Executive Director	05	05	05
Ms. Sonal Gandhi**	Member	Non-Executive Independent Director	05	02	02

Ms. Bhoomiben Patel was ceased to be member of this committee w.e.f. January 10, 2025*. Ms. Sonal Gandhi was inducted as member of this committee w.e,f January 10, 2025.**

Meetings:

During the Financial Year 2024-25, the Members of Stakeholders Relationship Committee met 1 (One) time on March 31, 2025.

Investors Complaints:

No. of Complaints pending as on April 01, 2024	Nil
No. of Complaints identified and reported during Financial Year 2024-25	Nil
No. of Complaints disposed during the year ended March 31, 2025	Nil
No. of pending Complaints as on March 31,2025	Nil

Presence of Chairman of the Stakeholders Relationship Committee:

Mr. Ilesh Nikhare, Chairperson of the Committee was present in the Annual General Meeting held on September 24, 2024.

COMPLIANCE:

The Company has complied with the mandatory requirements as stipulated under the SEBI Regulations as and when applicable from time to time. The Company is regular in submitting and complying with all the mandatory and event-based disclosures and quarterly compliance report to the stock Exchange as per SEBI Regulations within the prescribed time limit.

VIGIL MECHANISM/WHISTLER BLOWER POLICY:

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour. Towards this end, and Pursuant to Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 read with Section 177(9) of the Act and as per Regulation 22 of the SEBI Listing Regulations, the Company has implemented ‘Whistle Blower Policy covering Vigil Mechanism with protective clauses for the Whistle Blowers. The Whistle Blower Policy is disclosed on the Companys website at www.jyotinternationalmarketing.co.in.

The objective of the said policy is to provide a channel to the employees and Directors of the Company and explain them, the detailed process or raising concerns or report any improper activity resulting in violation of Laws, Rules, Regulations or Companys policies, standards, values or code of conduct, insider trading violations etc. by any of the employees, customers, vendors and investors, addressing the concerns and reporting to the Board. The policy allows direct access to the Chairperson of the Audit Committee.

During the financial year ended March 31, 2025, no Whistle Blower complaints were received from the employees and Directors of the Company. Further, no employee or Director was denied access to the Audit Committee or its Chairman.

The Company promotes ethical behaviour in all its business activities and is in line with the best governance practices. The Company has a robust vigil mechanism through its Whistle Blower Policy approved and adopted by the Board of Directors of the Company pursuant to Section 177(9) of the Act read with Regulation 4(2)(d)(iv) and 22 of the SEBI Listing Regulations and Regulation 9A(6) of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place a vigil mechanism named ‘Breach of Integrity and Whistle Blower/Vigil Mechanism Policy to provide a formal mechanism to the directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or Business Ethics Policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and provides for direct access to the Chairman of the Audit Committee in appropriate and exceptional circumstances. A quarterly and annual report on the whistle-blower complaints, as received, is placed before the Audit Committee for its review.

POLICY OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and has adopted a ‘Policy for Prevention of Sexual Harassment to prohibit, prevent or deter any acts of sexual harassment at workplace and to provide the procedure for the redressal of complaints pertaining to sexual harassment, thereby providing a safe and healthy work environment, in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules thereunder (“POSH Act”). The Company has complied with the provisions relating to the constitution and composition of the Internal Committee under the POSH Act.

During the year under review, no case of sexual harassment was reported to the Internal Committee (“IC”). To build awareness and appreciation of this area, your Company has implemented an online knowledge module leveraging our learning management system. Your Company continue to strive harder with each passing year to ensure our organization succeed in bringing the best out of our people and enable the organization to create value for its Shareholders and Employees.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has distinct and efficient Internal Control System in place. It has a clearly defined organizational structure, manuals and standard operating procedures for its business units and service entities to ensure orderly, ethical and efficient conduct of its business. The Companys internal control system ensures efficiency, reliability, completeness of accounting records and timely preparation of reliable financial and management information. It also ensures compliance of all applicable laws and Regulations, optimum utilization and safeguard of the Companys assets.

Your Company has in place adequate internal financial controls which commensurate with the size, scale and complexity of its operations. These controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance note on Audit of Internal Financial Controls over financial reporting issued by the Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, Regular audits and review processes ensure that such systems are re-enforced on an ongoing basis.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year to which these financial statements relate and the date of this report.

SIGNIFICANT AND MATERIAL ORDER PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

No significant and material order was passed by regulators or courts or tribunals impacting the going concern status and companys operations in future.

PARTICULARS REGARDING EMPLOYEES:

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is disclosed in this report as an “Annexure D”.

STATEMENT REGARDING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT:

Risk management is an ongoing process and your Company has established a comprehensive risk management framework with the vision to integrate risk management with its overall strategic and operational practices in line with requirements as specified in SEBI Listing Regulations. The primary objective is to ensure sustainable and stable business growth supported by a structured approach to risk management. The risk management framework includes designing, implementing, monitoring, reviewing and constantly improving the risk management procedures for the organization.

The Company is prone to various risks such as technological risks, strategic risks, operational risks, health, safety and environmental risks, financial risks as well as compliance & control risks. These risks can have a material adverse impact on the implementation of strategy, business performance, results, cash flows and liquidity, stakeholders value and of course on reputation.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARDS:

The Company has substantially and materially complied with applicable Secretarial Standards issued by the Institute of Company Secretaries of India, as amended from time to time.

CORPORATE GOVERNANCE:

As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the annual report of the listed entity shall contain Corporate Governance Report.

However, the paid up share capital does not exceeds Rs. 10 crores and Net worth does not exceeds Rs. 25 crores, therefore, the said provisions are not applicable to our Company and hence, the Corporate Governance Report is not applicable and therefore not provided by the Board.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS / NON-EXECUTIVE DIRECTORS:

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new Non-Executive Directors on matters related to the Companys values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

All the details shall be accessible to all the Directors which, inter alia, contains the following information: Roles, responsibilities and liabilities of Independent Directors under the Companies Act, 2013 and the Listing Regulations; Annual Reports; Code of Conduct for Directors; Terms and conditions of appointment of Independent Director;

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarization programmes for its directors including periodic review of Investments of the Company, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to the Companies Act, Taxation and other matters, Listing Regulations, Framework for Related Party Transactions, etc.at the Audit Committee Meetings. The details as required under Regulations 46 and 62(1A) of the Listing Regulations are available on the website of your Company at www.serafinances.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR) AND DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL INITIATIVES:

The provisions of section 135(1) of Companies Act 2013 related to Corporate Social Responsibility is not applicable on the company. Therefore, the company has not constituted CSR committee.

Further, The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within purview of Section 135(1) of the Companies Act, 2013 and hence it is not required to formulate policy on corporate social responsibility.

BOARD CONFIRMATION REGARDING INDEPENDENCE OF THE INDEPENDENT DIRECTORS:

All the Independent Directors of the Company have given declaration/disclosures under section 149(7) of the Act and Regulation 25(8) of the Listing Regulations and have confirmed that they fulfill the independence criteria as specified under section 149(6) of the Act and Regulation 16 of the Listing Regulations and have also confirmed that they are not aware of any circumstance or situation, which exist or maybe reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external in uence.

Further, the Board after taking these declarations/ disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives (“Code”) as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in the Companys shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Companys obligation to maintain a structured digital database (“SDD”), mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. To increase awareness on the prevention of insider trading in the organisation and to help the Designated Persons to identify and fulfill their obligations, regular trainings have been imparted to all designated persons by the Company.

DETAILS OF APPLICATION PENDING FILED OR PENDING AGAINST INSOLVENCY AND BANKRUPTCY CODE:

No Application against the Company has been filed or is pending under the Insolvency and Bankruptcy code, 2016; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy code, 2016 during the year alongwith their status as at the end of the financial year is not applicable.

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:

No such instance of One-time settlement or valuation was done while taking or discharging loan from the Banks/Financial Institutions occurred during the year.

FRAUD REPORTING:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor has reported to the Audit Committee under Section 143(12) of Act, any instances of fraud committed against the Company by its officers or employees, the details of which needs to be mentioned in the Boards Report.

GENERAL DISCLOSURES:

During the financial year 2024-25,

The Company has not issued any shares with differential voting rights; There was no revision in the Financial Statements; The Company has not issued any Sweat Equity Shares;

The Company is not having any Employee Stock Option Scheme under Section 62(1) of the Act and SEBI

(Share Based Employee Benefits) Regulations, 2014.

The Company has not defaulted in repayment of loans from Banks and Financial Institutions; Disclosures pursuant to RBI Scale Based Regulations, unless provided in the Boards Report, form part of the notes to the standalone financial statements;

ENCLOSURES:

The following are the enclosures attached herewith and forms part of the Directors Report:

a) Annexure A: Form AOC-1; b) Annexure B : Secretarial Auditors Report in Form No. MR-3; c) Annexure C: Management Discussion and Analysis Report (MDAR); d) Annexure D: Details of personnel/particulars of employees;

APPRECIATION:

Your directors would like to record their appreciation of the hard work and commitment of the Companys employees and warmly acknowledge the unstinting support extended by its banks & financial institutions, shareholders and other stakeholders in contributing to the results. Your directors also express their gratitude for the guidance received from RBI, SEBI and other regulatory agencies.

Registered Office	For and on the behalf of the Board of Directors
Room No. 1, 1, Pandurang Society,	JYOT INTERNATIONAL MARKETING LIMITED
Judges Bungalow Road, Bodakdev,
Ahmedabad- 380054, Gujarat
	Sd/-	Sd/-
Place: Ahmedabad	JAYESH N. SHAH	ILESH M. NIKHARE
Date: September 06, 2025	MANAGING DIRECTOR	DIRECTOR
	DIN: 03548968	DIN: 07438073