Jindal Capital Ltd

To,

The Members of

JINDAL CAPITAL LIMITED

Delhi

Your Directors have pleasure in presenting the 30th Board's Report of your Company, M/s Jindal Capital Limited together with the Audited Statement of Accounts for the Financial Year ended on 31^st March, 2024.

FINANCIALRESULTS:

(Rs. In Lakhs)

OPERATIONAL REVIEW:

During the year under review, your Company's Total Revenue was Rs. 354.70 Lakhs in comparison to Rs. 502.77 Lakhs in the previous financial year. Company has earned a net profit (after tax and Other Comprehensive Income) of Rs. 120.40 Lakhs in year under review in against profit of Rs. 25.49 Lakhs in previous financial year.

OPERATIONS AND STATE OF AFFAIRS

The operation and state-of-affairs have been adequately explained in Management Discussion and Analysis segment and form part of this report.

SUBSIDIARIES/JOINTVENTURES/ASSOCIATECOMPANIES

The Company has no Subsidiary, Joint Ventures and Associate Company.

DIVIDEND:

In order to conserve the resources of the Company and considering the business plan of the Company, the Board of Directors do not recommend any dividend on the

Equity Shares of the Company for the Financial Year ended on March 31, 2024.

TRANSFER TO RESERVES IN TERMS OF SECTION 134(3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31^st March, 2024, the Company is not proposed to carry any amount to General Reserve Account.

As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the profits are required to be transferred to a Statutory/Special Reserve Account. The Company has carried Rs. 22.26 Lakhs to the said Reserve.

ANNUALRETURN:

In terms of the Section 92 (3) of Companies Act, 2013 as amended, the Annual Return of the Company is placed o n the website of the Company www.jindalcapital.co.in

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 7,25,00,000/- comprising 7250000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 7,20,81,000/- consisting of 7208100 Equity Shares of Rs. 10/- each. Thus, no change occurred in the figures of Share Capital of the Company.

DEPOSITS

The Company did not hold any public deposits at the beginning of the year nor has it accepted any public deposits during the financial year.

ECONOMIC SCENARIO AND OUTLOOK:

NBFCs play a major role in promoting inclusive growth in the country, by catering to the diverse financial needs of bank excluded customers. NBFCs being financial intermediaries engaged in the business of accepting deposits deliver credit and play animportantroleinchannelizingthescarcefinancialresourcestocapitalformation.

They supplement the role of the banking sector in meeting the increasing financial needs of the corporate sector, delivering credit to the unorganized sector and retail customers in underserved, unbanked and financially weaker sections of the society. They are emerging as an alternative to conventional Banking and have become an integral part of Indian Financial System and have commendably contributed towards Government's agenda of Financial Inclusion.

NBFCs are playing a vital role in uplifting the Infrastructure, creation of wealth and employment generation. T h ey are providing tailor-made p roducts o ffering and products to the customers and uplifting the business model through improved efficiency and enhanced experience. The future of NBFCs is witnessing good growth in consumer lending. NBFCs in India have recorded marked growth in recent years. After their existence, they are useful and successful for the evolution of a vibrant, competitive and dynamic financial system in Indian money market. The success factors of their business has been by making the most of their ability to contain risk, adapt to changes and tap demand in markets thatare likely to be avoided by the bigger players. Thus, the need for uniform practices and level playing field for NBFCs in India is indispensable.

CORPORATE SOCIAL RESPONSIBILITY:

Even though the provisions of Companies Act, 2013 regarding Corporate Social Responsibility are not attracted to the company yet the Company has been over the years, pursuing as part of its corporate philosophy, which goes much beyond mere philanthropic g estures and integrates interest, welfare and aspirations of the community with those of the Company itself in an environment of partnership for inclusive development.

MATERIAL CHANGES AFFECTING THE F INANCIAL POSITION OFTHE COMPANYFROM THE END OF F INANCIAL YEAR AND TILLTHE DATE OF SIGNING OFREPORT

From the end of Financial Year till the date of signing of Report, no material changes occurred in the Company which would affect its financial position. Due to market challenges business operations are severely disrupted. The Company continues with its operations in a phased manner in line with the directives from Central& State Government and local authorities. However, the market is going to be volatile till the time the situation becomes normal.

CORPORATE GOVERNANCE REPORT

Since, Regulation 15(2)(a) of Listing Regulations clearly states that “The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2)of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of -

(a) listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year:

Provided that where the provisions of regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date: Provided further that once the above regulations become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital or the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial years.”

As the Paid-up Capital and the Net-Worth of the Company are below the threshold limit and it falls under the criteria for exemption, and therefore provisions of Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not applicable to the Company.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

As per Regulation 34 read with Schedule V of the Listing Regulations, a Management Discussion and Analysis Report is annexed to this report.

BUSINESS RISK MANAGEMENT:

In a view of the business activity carried on by the Company and the statutory requirement by the Reserve Bank of India, Securities and Exchange Board of India, the Company should have an effective Risk Management Policy system as part of their overall system for effective risk management.

Therefore, in accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) and Risk Management Framework issued by Reserve Bank of India vide Master Circular DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 the Board members were informed about risk assessment and minimization p rocedures after which the Board h as framed, adopted and implemented formally its Risk Management Policy.

The effective management of risk is an important aspect to the continued growth of the Company with careful view of unanticipated and unintended losses to the human resources& financial assets of the Company. The main objective of this policy encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to the business. Risk Management Policy of the Company seeks to minimize unfavourable impact on the business objectives and develop share holder value. Further, the risk management practices seek to sustain and enhance long-term competitive advantage for the Company.

Measurement of risk is completed considering both quantitative and qualitative means using the likelihood and impact criteria as developed by Management and as reviewed by the Board. Types of risks which have been identified by theorganization are Regulatory& Compliance Risk, Credit& Concentration Risk, Human Resource Risk, Financial Risk, Reputational Risk, Market Risk, Strategic Risk, Operational Risk, etc.

As a matter of policy, these risks are assessed and steps as appropriate are taken to mitigate the same.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company's internal control system h as b een discussed in detail in the Management Discussion and Analysis Report which forms a part of the Annual Report.

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

The Company has no activities relating to conservation of energy, technologies and foreign earning and out go.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior.

DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES

As on March 31, 2024, the followings were the Directors and Key Managerial Personnel (KMPs):

Change in Directorate and Key Managerial Personnel during the year:

During the year, no changes took place in positions of Directors and Key Managerial Personnel.

Composition of Committees and the Meetings of the Board of Directors and Committees

The composition of the Board and its Committees and of the Meetings held and attendance of the Directors at such Meetings, are in compliance with the provisions of Companies Act. The intervening gap between the Meetings was within the prescribed statutory period.

INDEPENDENT DIRECTORS AND THEIR DECLARATION:

The appointment of Independent Directors of the Company is in compliance with the Companies Act, 2013, Since, Regulation 15(2)(a) of Listing Regulations clearly states that “The compliance with the corporate governance provisions as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2)of regulation 46 and para C , D and E of Schedule V shall not apply, in respect of-

(a) listed entity having paid up equity share capital not exceeding rupees ten crore and net worth not exceeding rupees twenty five crore, as on the last day of the previous financial year: Provided that wheretheprovisionsof regulations17 to27,clauses(b) to (i)and (t)of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to a listed entity at a later date, it shall ensure compliance with the same within six months from such date: Provided further that once the above regulations become applicable to a listed entity, they shall continue to remain applicable till such time the equity share capital or the net-worth of such entity reduces and remains below the specified threshold for a period of three consecutive financial years.”

As the Paid-up Capital and the Net-Worth of the Company are below the threshold limit and it falls under the criteria for exemption, and therefore provisions of Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C , D and E of Schedule V are not applicable to the Company.

Since the provisions of Corporate Governance as defined under Regulation 17 SEBI(Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable and accordingly the provisions of section 149(6) Companies Act, 2013 are complied with.

DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the Annual Financial Statements for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made 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, 2024 and of the profit of the Company for the year ended on that date;

c) that 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;

d) that the annual financial statements have been prepared on a going concern basis; e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATIONAND PROTECTION FUND:

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid last year.

INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY

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

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the Financial Year ended 31^st March, 2024. This is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the Financial Year ended 31^st March, 2024.

AUDITORS:

STATUTORYAUDITORS

As per the provisions of Section 139 of the Act, M/s. STRG &Associates, Chartered Accountants (Firm Registration Number 014826N), are appointed as Statutory Auditors of your Company.

Their re-appointment, for as second term of five consecutive years, as the Statutory Auditors of the Company has been approved by the Shareholders at the 28th Annual General Meeting of the Company held on 24^th June, 2022.

Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

AUDITORS'REPORT

The Auditors' Report to the Members for the year under review does not contain any qualification. The Notes to the Accounts referred to in the Auditors' Report are self- explanatory and therefore do not call for any further clarifications under Section 134(3)(f) of the Act.

Further the Auditors' Report for the financial year ended, 31^stMarch, 2024 is annexed herewith for your kind perusal and information.

SECRETARIALAUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors have appointed M/s. Prachi Bansal and Associates, Company Secretaries (through Ms. Prachi, ACS No.: A43355 & C.P. No.: 23670), a proprietorship firm of Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year ended on March 31, 2024.

SECRETARIAL AUDIT REPORT

The Secretarial Audit Report in the prescribed Form No. MR-3 is attached herewith as ‘Annexure-1'.

INTERNALAUDITORS

M/s. Gupta Gag & Associates, Chartered Accountants in Practice (FRN: 019863N) have been appointed as the Internal Auditor of the Company, pursuant to their consent received for the same.

COST AUDITORS

Pursuant to Section 148(3) of the Companies Act, 2013 and rule 6(2) of the Companies (Cost records and Audit Rules) 2014 is not applicable on the Company.

BOARD'S COMMENTS ON QUALIFICATION, RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE BY:

Statutory Auditors

Observation made by the Statutory Auditors in their Report are self explanatory and therefore, do not call for any further comments under section 134(3)(f) of the Companies Act, 2013.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is as follows:

The particulars of the employees who are covered by the provisions contained in Rule 5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are:

AUDITED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT

As required under Regulation 34 of the Listing Regulations, Audited Financial Statements and Cash Flow Statement is part of the Annual Report 2023-2024. Further, the Financial Statements of the Company for the financial year 2023-2024 are prepared in compliance with the applicable provisions of the Act, Indian Accounting Standards and as prescribed by Listing Regulations. The said Financial Statements have been prepared on the basis of going concern.

RELATED PARTY TRANSACTIONS:

All transactions entered into with Related Parties during the financial year were in the ordinary course of business and on an arm's length pricing basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Suitable disclosure as required by the Accounting Standards (AS18) has been made in the notes to the Financial Statements. All Related Party Transactions are placed before the Audit Committee and also the Board.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

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

LOANS, GUARANTEES AND INVESTMENTS:

The provisions of Section 186 of the Companies Act, 2013 pertaining to granting of loans to any person or body corporate and giving of guarantees or providing security in connection with a loan to any other body corporate or persons are not applicable to the Company, since it is a Non Banking Financial Company, registered with Reserve Bank of India.

DEMAT ACCOUNT

The Company has opened its Suspense Escrow Demat Account pursuant to SEBI Circular No. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/6 dated January 25, 2022

REMUNERATION POLICY

The Board h as o n the recommendation o f the Nomination and Remuneration Committee, framed a policy for selection and appointment o f Directors, Key Managerial Personnel, Senior Management and their Remuneration. The said policy is available on the website of the Company.

PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the Board of Directors continues to take an annual evaluation of its own performance, performance of its various Committees and individual Directors.

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT:

The Board of Directors has laid down the code of conduct for all the Board members and members of the Senior Management o f the Company. Additionally all Independent Directors of the company shall be bound by duties of independent directors as set out in the Companies Act, 2013 read with the Schedules and Rules thereunder.

All the Board members and Senior Management personnel have affirmed compliance with the code of conduct.

POLICY F OR PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual Harassment at Work Place in accordance with provision of Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act, 2 013. Appropriate reporting mechanisms are in place for ensuring protection against Sexual Harassment and the right to work with dignity. During the year under review, the Company has not received any complaints in this regard.

REGULATORY ACTION

There are no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status and operations of the Company in future.

ACKNOWLEDGEMENTS:

The company has been very well supported from all quarters and therefore your directors wish to place on record their sincere appreciation for the support and co- operation received from Reserve Bank of India, Central and State Governments, Bankers and others associated with the Company.

Your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation.

We look forward to receiving the continued patronage from all quarters to become a better and stronger company.

CAUTIONARY STATEMENT:

The statements contained in the Board's Report and Management Discussion and Analysis contain certain statements relating to the future and therefore are forward looking within the meaning of applicable securities, laws and regulations.

Various factors such as economic conditions, changes in government regulations, tax regime, other statues, market forces and other associated and incidental factors may however lead to variation in actual results.