Jio Financial Services Ltd

^{Dear Members,}

^{The Board of Directors present the Company's Second Annual Report (Post Listing) and the Company's audited financial statements for the financial year ended March 31, 2025.}

^{Financial Results}

^{The Company's financial performance (standalone and consolidated) for the financial year ended March 31, 2025, is summarised below:}

^{Rs in crore}

^{Figures in bracket represents deductions.}

^{Results of operations and the state of Company's affairs}

^{During the year under review, the Company has been converted from a systemically important non-deposit taking Non-Banking Financial Company ("NBFC-ND-SI") to a non-deposit taking systemically important Core Investment Company ("CIC-ND-SI") effective July 9, 2024 pursuant to grant of certificate of registration by the Reserve Bank of India ("RBI").}

^{Highlights of the Company's financial performance for the year ended March 31, 2025 are as under:}

^Standalone

^{The standalone profit after tax of the Company for the year ended March 31, 2025 increased to Rs548.91 crore from Rs382.47 crore for the year ended March 31, 2024, primarily due to an increase in total income represented by interest income, realised gain on sale of investments and unrealised gains on changes in fair value of investments, offset by increase total expense representing increase in staff costs and other operating overheads.}

^{The Company has transferred an amount of Rs109.80 crore to the Statutory Reserve fund in compliance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934 and has not transferred any amount to the General Reserve for the year under review.}

^Consolidated

^{The consolidated profit after tax of the Company for the year ended March 31, 2025, increased to Rs1,612.59 crore from Rs1,604.55 crore for the year ended March 31, 2024, primarily due to an increase in total income represented by interest income, dividend on investments, realised gain on sale of investments and unrealised gains on changes in fair value of investments offset by increase total expense representing increase in staff costs and other operating overheads reflecting general increase in the business.}

^Dividend

^{The Board of Directors have recommended a dividend of Rs0.50/- (Fifty paise) per equity share of Rs10/- (Rupees Ten only) each. The Dividend is subject to approval of members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source.}

^{The dividend recommended is in accordance with the Company's Dividend Distribution Policy. The said policy is available on the Company's website and can be accessed at HREF="https://jep-asset.akamaized.net/cms/assets/jfs/investor-relations/policy-documents/dividend-distribution-policy.pdf">www.jfs.in/dividend- distribution-policy.pdf}

^{Details of material changes from the end of the financial year}

^{There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year to which financial statement relates to and date of this Report.}

^{Material events during the year under review}

^{• Conversion of the Company as Core Investment Company}

^{The RBI has granted certificate of registration dated July 9, 2024 approving the conversion of the Company from a NBFC-ND-SI to CIC-ND-SI.}

^{• Approval of Department of Economic affairs for foreign investment up to 49% of the paid-up share capital of the Company}

^{In terms of the Scheme of Arrangement between Reliance Industries Limited ("RIL") and its shareholders and creditors & the Company and its shareholders and creditors, sanctioned by the Hon'ble National Company Law Tribunal, Mumbai bench vide its order dated June 28, 2023 ("Scheme"), all eligible shareholders of RIL (including existing non-resident shareholders of RIL) were allotted shares of the Company.}

^{As per the provisions of the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and the FDI Policy, foreign investment in a CIC is permitted under Government approval route.}

^{Accordingly, post conversion of the Company as a CIC, approval of Department of Economic Affairs, Ministry of Finance was obtained on August 19, 2024, for:}

^{i. existing foreign investment in the Company arising out of the Scheme; and}

^{ii. increase in aggregate limits of foreign investment (including FPIs) in the Company up to 49% of the paid-up equity share capital on fully diluted basis with specific approval of the Government for any foreign direct investment.}

^{• Approval of Ministry of Corporate Affairs for appointment of Shri Hitesh Sethia as a Managing Director}

^{The Ministry of Corporate Affairs vide letter dated April 24, 2024, has accorded its approval for the appointment of Shri Hitesh Sethia (being a foreign national) as a Managing Director effective November 15, 2023, for a period of three years.}

^{• Reduction in paid-up equity share capital of the Company}

^{In terms of the Scheme, consequent to the forfeiture and cancellation of 1,42,565 partly paid-up equity shares by RIL effective October 22, 2024, 1,42,565 equity shares of face value of Rs10 each of the Company held by "JFSL TRUST PPS-(RIL)" stood cancelled without any consideration and the corresponding equity share capital of the Company stood reduced effective October 22, 2024.}

^{Accordingly, the paid-up equity share capital of the Company stood reduced from Rs6353,28,41,880/- comprising 635,32,84,188 equity shares of TI0 each to Rs6353,14,16,230/- comprising 635,31,41,623 equity shares of Rs10 each.}

^{• Joint Venture with BlackRock Asset Management business:}

^{The Securities and Exchange Board of India ("SEBI") vide letter dated October 3, 2024, has granted in-principle approval to the Company and BlackRock Financial Management Inc. to act as co-sponsors and set up the proposed mutual fund.}

^{Pursuant to the in-principle approval of SEBI, the Company and BlackRock Advisors Singapore Pte. Ltd. have incorporated joint venture companies namely, 'Jio BlackRock Asset Management Private Limited' and 'Jio BlackRock Trustee Private Limited' on October 28, 2024, to carry on, inter alia, the primary business of mutual fund, subject to regulatory approvals.}

^{The Sponsors have submitted an application to SEBI for registration of Jio BlackRock Mutual fund as a mutual fund under SEBI (Mutual Fund) Regulations 1996, which is under consideration as on date of this Report.}

^{Wealth management and broking business:}

^{The Company, BlackRock, Inc. and BlackRock Advisors Singapore Pte. Ltd. have signed an agreement on April 15, 2024, to form a 50:50 joint venture for the purpose of undertaking wealth management and broking business, including incorporation of a wealth management company and subsequent incorporation of a brokerage company in India.}

^{The Company and BlackRock Advisors Singapore Pte. Ltd. have incorporated a joint venture company namely "Jio BlackRock Investment Advisers Private Limited" on September 6, 2024, to carry on, inter alia, the primary business of investment advisory services subject to regulatory approvals.}

^{Further, Jio BlackRock Investment Advisers Private Limited has incorporated a wholly-owned subsidiary namely "Jio BlackRock Broking Private Limited" on January 20, 2025 to carry on, inter alia, the business of broking subject to regulatory approvals.}

^{Management Discussion and Analysis Report}

^{Management Discussion and Analysis Report for the year under review, as stipulated under the Core Investment Companies (Reserve Bank) Directions, 2016 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ("the Listing Regulations") is presented in a separate section, which forms part of this Annual Report.}

^{Business operations/performance of the Company and its major subsidiaries/joint venture companies}

^Overview

^{As a CIC, the Company is a holding company, operates its financial services business through its customer-facing subsidiaries namely Jio Credit Limited, Jio Insurance Broking Limited, Jio Payment Solutions Limited, Jio Leasing Services Limited and Jio Finance Platform and Service Limited and joint ventures namely Jio Payments Bank Limited, Jio BlackRock Asset Management Private}

^{Limited, Jio BlackRock Trustee Private Limited and Jio BlackRock Investment Advisers Private Limited.}

^{The Company aims to become a digital-first, direct-to-customer financial solutions provider, simplifying access to financial services for customers, focusing on their core financial needs: Borrow, Invest, Transact and Protect.}

^{Accordingly, the Company's operations span four pillars - Lending & Leasing, Payments, Insurance and Investments. The Company strives for prudent capital deployment in its businesses, with a focus on unit profitability, in compliance with regulations and within risk guardrails.}

^{The primary digital distribution channel for the Company is the JioFinance app, through which it offers retail-focused products and services to customers.}

^{Lending & Leasing:}

^{Jio Credit Limited (JCL)}

^{JCL, a non-deposit-taking Non-Banking Financial Company, is uniquely positioned to capture the lending market opportunity by adopting a digital-first business model to cater to consumers and businesses. The product offerings include secured lending solutions such as home loans, loan against property, loan against mutual funds, loan against securities, supply chain finance and business loans. The portfolio is being built out with due consideration to customer risk profile and evolving business dynamics.}

^{JCL was formerly known as Jio Finance Limited. The name has been changed to Jio Credit Limited pursuant to receipt of fresh certificate of incorporation dated April 1, 2025 from Registrar of Companies, Mumbai.}

^{Jio Leasing Services Limited (JLSL)}

^{JLSL offers operating lease solutions to consumers and businesses as a Device-as-a-service (DaaS) model. The model involves embedding a leasing solution along with installation, maintenance and/or support of digital equipment and devices. JLSL also has formed JV company with Reliance Strategic Business Ventures Limited, called Reliance International Leasing IFSC Private Limited, which is engaged in the business of ship and aircraft leasing, based out of the GIFT City in Gujarat.}

^Payments:

^{Jio Payment Solutions Limited (JPSL)}

^{JPSL has an online payment aggregator licence from the RBI. It provides a robust and scalable omni-channel payment platform which helps merchants grow their business. The customer segments served include enterprise, retail and delivery merchants across India. Merchants can access a full suite of payment products, including online payments, in-store payments and remote payments. JPSL powers the JioSoundPay feature on JioBharat feature phones, an innovative solution which gives small merchants a single, seamless platform for connectivity and payments. The Jio Voice Box also gives small business owners a convenient and interactive payments experience through audio notifications.}

^{Jio Payments Bank Limited (JPBL, Joint Venture with State Bank of India*)}

^{JPBL, a payments bank licensed by RBI, provides digital banking solutions to consumers and small businesses. Customers are acquired and serviced digitally and through a network of business correspondents. JPBL facilitates daily banking needs for customers across urban and semi-urban areas with a digital-native approach and at a fraction of the cost. The services include savings accounts, debit cards, current accounts, wallets and a host of consumer payment solutions such as UPI, AePS and remittances.}

^{On March 4, 2025, the Board of Directors approved the acquisition of balance stake of JPBL held by State Bank of India. The proposed transaction is subject to regulatory approvals. Post consummation of the transaction, JPBL will become a wholly-owned subsidiary of the Company.}

^Protection:

^{Jio Insurance Broking Limited (JIBL)}

^{JIBL is a direct broker licensed by the Insurance Regulatory Development Authority of India. JIBL offers a comprehensive range of life, non-life and health insurance products, through three key distribution channels: direct-to-customer, institutional sales and embedded insurance. JIBL has forged partnerships with 34 leading insurers across both the public and private sectors. JIBL aims to deliver simplified insurance solutions through self-assisted customer journeys on a new-age digital platform.}

^Investments:

^{Jio BlackRock Asset Management Private Limited (JBAMPL)}

^{JBAMPL is a 50:50 joint venture between the Company and BlackRock Financial Management Inc. ('the Sponsors'). JBAMPL seeks to combine BlackRock's global investment expertise and world-class investment management technology platforms with the Company's digital reach and knowledge of the local market to provide innovative, affordable and easily accessible investment solutions for the people of India. In October 2024, the Sponsors received an in-principle approval from SEBI to set up a Mutual Fund business and is awaiting the final registration as on date of this Report.}

^{Jio BlackRock Investment Advisers Private Limited (JBIAPL)}

^{JBIAPL is a 50:50 joint venture between the Company and BlackRock Advisors Singapore Pte. Ltd., to carry out the business of wealth management. JBIAPL will combine BlackRock's global investment, asset allocation and technology expertise with the Company's digital reach and scale to uniquely provide accessible, affordable and personalised investment solutions to the people of India. JBIAPL awaits the necessary license to operate as an Investment Adviser.}

^{JBIAPL has incorporated a wholly-owned subsidiary namely 'Jio BlackRock Broking Private Limited' on January 20, 2025, to carry out a broking business, subject to regulatory approvals.}

^{Jio Finance Platform and Service Limited (JFPSL)}

^{JFPSL hosts the JioFinance application, a comprehensive, unified platform integrating the diverse products and services of the Company's customer-facing entities. Its offerings range from loans and insurance broking to payments, digital gold and an investment portfolio tracker and spend analyser, covering all the core financial needs of our customers.}

^{Consolidated Financial Statement}

^{The consolidated audited financial statement of the Company, prepared in accordance with the provisions of the Companies Act, 2013 ('the Act') and the Listing Regulations read with Ind AS 110-Consolidated Financial Statements and Ind AS 28-Investments in Associates and Joint Ventures forms part of the Annual Report.}

^{Subsidiary, Joint Venture and Associate Companies}

^{During the year under review, the Company has incorporated:}

^{a. a wholly-owned subsidiary namely Jio Finance Platform and Service Limited; and}

^{b. joint venture companies namely Jio BlackRock Asset Management Private Limited, Jio BlackRock Trustee Private Limited and Jio BlackRock Investment Advisers Private Limited.}

^{Except as stated above, none of the Companies have become and/ or ceased to be the subsidiary, joint venture or associate of the Company.}

^{A statement providing details of performance and salient features of the financial statements of subsidiary/associate/joint venture companies, as per Section 129(3) of the Act, is provided as Annexure A to the consolidated audited financial statement and therefore not repeated in this Report to avoid duplication.}

^{The audited financial statement including the consolidated financial statement of the Company and all other documents required to be attached thereto and the financial statements of the subsidiaries, are available on the Company's website and can be accessed at HREF="http://www.jfs.in/financials/">www.jfs.in/financials/ .}

^{The Company has formulated a Policy for determining Material Subsidiaries. The said Policy is available on the Company's website and can be accessed at HREF="https://jep-asset.akamaized.net/cms/assets/jfs/investor-relations/policy-documents/policy-for-determining-material-subsidiaries.pdf">www.jfs.in/policy-for-determining- material-subsidiaries.pdf}

^{During the year under review, Reliance Industrial Investments and Holdings Limited and Jio Credit Limited were material subsidiaries of the Company as per the Listing Regulations.}

^{Secretarial Standards}

^{The Company has followed the applicable Secretarial Standards, with respect to meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.}

^{Directors' Responsibility Statement}

^{The Board of Directors of the Company state that:}

^{a) in the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;}

^{b) the Directors have selected such accounting policies and applied them consistently and made judgements 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;}

^{c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;}

^{d) the Directors have prepared the annual accounts on a 'going concern' basis;}

^{e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and}

^{f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.}

^{Corporate Governance}

^{The Company is committed to maintain the highest standards of governance. The report on Corporate Governance as per the Listing Regulations is presented in a separate section and forms part of this Annual Report. Certificate from Lodha & Co LLP, one of the joint Statutory Auditors of the Company, confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.}

^{Business Responsibility and Sustainability Report}

^{In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report ("BRSR") along with the disclosures on key performance indicators (KPIs) of BRSR Core and Independent Assurance Report on the identified sustainability information are available on the Company's website and can be accessed at HREF="https://www.jfs.in/docs/cms/assets/jfs/investor-relations/financials/annual-reports/fy2024-2025/brsr-report-24-25.pdf"> https://www.jfs.in/docs/cms/assets/jfs/investor-relations/ financials/annual-reports/fy2024-2025/brsr-report-24-25.pdf}

^{Contracts or Arrangements with Related Parties}

^{During the year under review, all contracts/arrangements/ transactions entered into by the Company with related parties were in its ordinary course of business and on an arm's length basis and prior/omnibus approval of the Audit Committee was obtained for all related party transactions of the Company which are foreseen and of repetitive nature. The said transactions have been reviewed by the Audit Committee on a quarterly basis.}

^{Details of contracts/arrangements/transactions with related parties which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of}

^{the Companies (Accounts) Rules, 2014 are annexed herewith and marked as 'Annexure I' to this Report.}

^{The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at HREF="https://jep-asset.akamaized.net/cms/assets/jfs/investor-relations/policy-documents/policy-on-materiality-of-rpt-and-on-dealing-with-rp-ts.pdf">www.jfs.in/policy-on-materiality-of-rpt-andon-dealing-with-rp-ts. pdf ,}

^{There were no materially significant related party transactions of the Company which could have potential conflict with the interests of the Company at large.}

^{Members may refer to Note 36 of the standalone financial statement which sets out related party disclosures pursuant to Indian Accounting Standards.}

^{Corporate Social Responsibility}

^{The Corporate Social Responsibility (CSR) policy, indicating the activities to be undertaken by the Company, formulated by the Corporate Social Responsibility Committee and approved by the Board, can be accessed on the Company's website at HREF="https://www.jfs.in/docs/cms/assets/jfs/policy-documents/csr-policy-n.pdf"> https://www. jfs.in/docs/cms/assets/jfs/policy-documents/csr-policy-n.pdf}

^{During the year under review, there has been no change in the CSR policy of the Company.}

^{The Company's CSR efforts are directed towards areas that require focus and which include rural transformation, affordable healthcare solutions, access to quality education, environmental sustainability and protection of national heritage.}

^{During the year under review, the Company had spent T4.71 crore, towards identified and approved CSR initiatives covered under Schedule VII of the Act, through the implementing agency.}

^{The Annual Report on CSR activities undertaken during the year under review is annexed and marked as 'Annexure II' to this Report.}

^{Risk Management}

^{The Company has an independent risk management function and is an integral component of its operations, ensuring the effective management of both financial and non-financial risks. This proactive approach enables the Company to adapt swiftly to changes in the external environment, addressing emerging challenges and opportunities with agility.}

^{The Board of Directors oversees risk management through the Group Risk Management Committee (GRMC), which is responsible for implementing and monitoring risk strategies. The Company has a Board-approved Enterprise Risk Management Policy that establishes a well-defined framework for identifying, assessing, and mitigating risks.}

^{To support the GRMC in executing risk strategies across the organisation, the Company has established various management- level committees, including the Asset Liability Management Committee and the Operational Risk Management Committee .}

^{Further details on risk management activities, including policy implementation, key identified risks, and mitigation measures are provided in the Management Discussion and Analysis section of this Annual Report.}

^{Internal Financial Controls}

^{The Company, as a registered Core Investment Company (CIC) under RBI's Master Direction for CICs, has established a comprehensive and group-wide internal control and financial governance framework. This framework is aligned with the requirements of the Companies Act, 2013, RBI regulations and components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India ("ICAI") and other applicable laws to ensure robust risk management, asset protection, financial accuracy, and regulatory compliance across the Company along with its subsidiaries, joint ventures and Associates.}

^{Internal financial controls have been embedded into key business processes across group—regulated and unregulated—ensuring that all transactions are appropriately authorized, recorded, and reported. The Company adheres to applicable Indian Accounting Standards (Ind AS) for maintaining books of account and financial reporting.}

^{The internal control environment is continuously monitored through:}

^{• Management oversight and periodic self-assessments,}

^{• Risk-based internal audits conducted by independent audit teams in line with regulatory expectations for the Company.}

^{• Function-level control monitoring within each subsidiary, and}

^{• Ongoing compliance tracking across operational, financial, and regulatory domains.}

^{The Audit Committee of the Company, which has oversight over group-level internal controls, meets periodically to review:}

^{• The adequacy and effectiveness of internal financial controls across all entities,}

^{• Status of compliance with internal policies, standard operating procedures, and applicable regulatory guidelines,}

^{• Implementation of audit findings and corrective actions across the CIC, its subsidiaries, Joint Ventures and Associates}

^{The Company maintains a unified risk and control approach to ensure consistent governance across the group and remains committed to strengthening its control systems in alignment with evolving regulatory guidelines and supervisory expectations.}

^{Directors and Key Managerial Personnel}

^{The Board of Directors, at its meeting held on March 12, 2024, based on the recommendation of Nomination and Remuneration Committee ("NRC"), had appointed Ms. Rama Vedashree as an Additional Director designated as an Independent Director of the Company, with effect from March 30, 2024.}

^{During the year under review, the members of the Company had approved the appointment of Ms. Rama Vedashree as an Independent Director of the Company for a term of five (5) consecutive years effective March 30, 2024 to hold the office up to March 29, 2029.}

^{In the opinion of the Board, Ms. Rama Vedashree possesses requisite expertise, integrity and experience (including proficiency).}

^{In accordance with the provisions of the Act and the Articles of Association of the Company, Ms. Isha M Ambani, Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors, based on the recommendation of NRC, have recommended her re-appointment.}

^{The Company has received declarations from all the Independent Directors of the Company, confirming that:}

^{• they meet the criteria of independence as prescribed under the Act and the Listing Regulations; and}

^{• they have registered their names in the Independent Directors' Databank.}

^{The Company had devised, inter alia, the following policies as per Section 178 of the Act:}

^{• Policy for selection of Directors and determining Directors' Independence; and}

^{• Remuneration Policy for Directors, Key Managerial Personnel and other Employees.}

^{The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company. The Policy also provides for the factors in evaluating the suitability of individual board members with diverse backgrounds and experience that are relevant for the Company's operations.}

^{The Company's remuneration policy is directed towards rewarding performance based on review of achievements. The remuneration policy is in consonance with existing industry practice.}

^{There has been no change in the aforesaid policies during the year under review.}

^{Policy for selection of Directors and determining Directors' Independence is available on the Company's website at HREF="https://www.jfs.in/docs/cms/assets/jfs/investor-relations/policy-documents/policy-for-selection-of-directors-and-determining-directors-independence.pdf"> https:// www.jfs.in/docs/cms/assets/jfs/investor-relations/policy- documents/policy-for-selection-of-directors-and-determining- directors-independence.pdf}

^{Remuneration Policy for Directors, Key Managerial Personnel and other Employees is available on the Company's website at HREF="https://www.jfs.in/docs/cms/assets/jfs/investor-relations/policy-documents/remuneration-policy-for-directors-kmp-and-other-employees.pdf">https://www.jfs.in/docs/cms/assets/jfs/investor-relations/policy- documents/remuneration-policy-for-directors-kmp-and-other- employees.pdf}

^{Fit and Proper Criteria}

^{All the Directors of the Company have confirmed that they meet the fit and proper criteria as stipulated under applicable Master Directions issued by the RBI.}

^{Performance Evaluation}

^{The Company has a policy for performance evaluation of the Board, Committees and other individual Directors (including Independent Directors), which includes criteria for performance evaluation of Non-Executive Directors and Executive Directors.}

^{In accordance with the manner of evaluation specified by the NRC, the Board carried out annual performance evaluation of the Board, Committees and individual Directors. Each Committee has carried out self-evaluation of its own performance and submitted the report of self-evaluation to the NRC. The performance of each Committee was evaluated by the Board based on the reports submitted by NRC. The evaluation was done through a questionnaire by using a technology-based platform.}

^{The Independent Directors carried out annual performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole.}

^{Auditors and Auditors' Report}

^{a) Statutory Auditors}

^{Lodha & Co LLP, Chartered Accountants, (Firm Registration No. 301051E/E300284) and Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No. 117365W) were appointed as Joint Statutory Auditors of the Company for a continuous period of three (3) years at the Annual General Meetings ("AGM") held on July 12, 2023 and August 30, 2024 respectively.}

^{The Statutory Auditors have confirmed that they are not disqualified from continuing as the Statutory Auditors of the Company.}

^{CKSP and Co LLP had completed their tenure of appointment on conclusion of the AGM held on August 30, 2024.}

^{The Auditors' Report for the financial year 2024-25 does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statement referred in the Auditors' Report are self-explanatory and do not call for any further comments.}

^{b) Secretarial Auditor}

^{The Board of Directors had appointed Shashikala Rao & Co., Company Secretaries, to conduct Secretarial Audit of the Company for the financial year 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2025 is annexed and marked as Annexure III' to this Report. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.}

^{In light of the amended Regulation 24A of the Listing Regulations, the Board of Directors of the Company at the meeting held on April 8, 2025 has recommended to the members the appointment of S.N. Ananthasubramanian & Co., Practising Company Secretaries as Secretarial Auditor of the Company, for a term of five consecutive financial years commencing from the financial year 2025-26 to the financial year 2029-30.}

^{S.N. Ananthasubramanian & Co., Practising Company Secretaries have confirmed that they are eligible for the appointment.}

^Disclosures:

^{I. Meetings of the Board}

^{Eleven (11) meetings of the Board of Directors were held during the financial year 2024-25. The particulars of the meetings held and attendance of each Director are detailed in the Corporate Governance Report.}

^{II. Committees constituted by the Board of Directors}

^{The Committees constituted by the Board are in compliance with the requirements of the relevant provisions of applicable laws and statutes.}

^{Audit Committee}

^{The Audit Committee comprises Shri Rajiv Mehrishi (Chairman), Shri Sunil Mehta and Shri Bimal Manu Tanna. There is no change in composition of the Committee during the year under review. All the recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors.}

^{Corporate Social Responsibility ("CSR") Committee}

^{The CSR Committee comprises Shri Rajiv Mehrishi (Chairman), Shri Sunil Mehta and Shri Bimal Manu Tanna. There is no change in composition of the Committee during the year under review.}

^{Nomination and Remuneration Committee}

^{The Nomination and Remuneration Committee comprises Shri Sunil Mehta (Chairman), Shri K.V. Kamath and Shri Rajiv Mehrishi.}

^{Stakeholders' Relationship ("SR") Committee}

^{The SR Committee comprises Shri Sunil Mehta (Chairman), Shri Anshuman Thakur and Shri Hitesh Sethia.}

^{Group Risk Management ("RM") Committee}

^{The RM Committee comprises Shri Sunil Mehta (Chairman), Shri Bimal Manu Tanna, Shri Hitesh Sethia, Shri Abhishek Haridas Pathak and Shri S. Anantharaman. During the year under review, the name of the Committee was changed from Risk Management Committee to Group Risk Management Committee}

^{Information Technology Strategy ("IT") Committee}

^{The IT Committee comprises Ms. Rama Vedashree (Chairperson), Shri Bimal Manu Tanna, Shri Hitesh Sethia and Group Chief Technology Officer.}

^{Environmental, Social and Governance ("ESG") Committee}

^{The ESG Committee comprises Shri Sunil Mehta (Chairman), Shri Anshuman Thakur and Shri Hitesh Sethia.}

^{Vigil Mechanism and Whistle-blower Policy}

^{The Company promotes safe, ethical and compliant conduct of all its business activities and has put in place a mechanism for reporting breaches of code of ethics and conduct and fraudulent activities. The Company has a Vigil Mechanism and Whistle-blower policy under which employees/directors/officers/other persons are encouraged to report fraudulent practices, bribery, illegal or unethical behaviour without fear of any retaliation. The reportable matters are disclosed to the Ethics & Compliance Task Force, which operates under the supervision of the Audit Committee. In exceptional cases, employees have a right to report violations to the Chairman of the Audit Committee and there was no instance of denial of access to the Audit Committee.}

^{The policy is available on the Company's website and can be accessed at HREF="https://www.jfs.in/docs/cms/assets/jfs/investor-relations/policy-documents/vigil-mechanism-and-whistle-blower-policy.pdf"> https://www.jfs.in/docs/cms/assets/jfs/investor- relations/policy-documents/vigil-mechanism-and-whistle-blower- policy.pdf}

^{Particulars of loans given, investments made, guarantees given or securities provided}

^{The Company, being a CIC registered with the RBI, is exempted from the provisions of Section 186 of the Act relating to investment and lending activities.}

^{Particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient are disclosed in the standalone financial statement (Please refer Note No. 3 and 4 to the Standalone Financial Statement).}

^{Conservation of Energy and Technology Absorption}

^{The Company being a CIC and not being involved in any industrial or manufacturing activities, the particulars regarding conservation of energy and technology absorption as required to be disclosed pursuant to provision of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are not relevant.}

^{Notwithstanding the above, the Company recognises the importance of energy conservation in reducing the adverse effects of global warming and climate change. The Company carries on its activities in an environmentally friendly and energy-efficient manner.}

^{Foreign exchange earnings and outgo}

^{Annual Return}

^{The Annual Return of the Company as on March 31, 2025 is available on the website of the Company and can be accessed at https://www.jfs.in/docs/cms/assets/jfs/investor-relations/ financials/reports/annual-return-2024-25.pdf}

^{Particulars of Employees and Related Disclosures}

^{In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report.}

^{Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report.}

^{Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report, excluding the aforesaid information, is being sent to the members of the Company. Any member interested in obtaining such information may address their email to jfs.agm@jfs.in}

^General

^{The Directors of the Company state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability of these matters during the year under review:}

^{i. Details relating to deposits covered under Chapter V of the Act.}

^{ii. Issue of equity shares with differential rights as to dividend, voting or otherwise.}

^{iii. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.}

^{iv. The Managing Director of the Company is not receiving any remuneration or commission from any of its subsidiaries.}

^{v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.}

^{vi. No fraud was reported by the Auditors to the Audit Committee or the Board of Directors of the Company.}

^{vii. The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.}

^{viii. The Company is not required to maintain cost records in terms of Section 148(1) of the Act.}

^{ix. No application made/proceeding pending under the Insolvency and Bankruptcy Code, 2016.}

^{x. No instance of one-time settlement with any Bank or Financial Institution.}

^{Prevention of Sexual Harassment at Workplace}

^{In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and the Rules made thereunder, the Company has in place a policy which mandates no tolerance against any conduct amounting to sexual harassment at workplace.}

^{The Company has constituted an Internal Complaints Committee to redress and resolve any compliant arising under the POSH Act. Training/awareness programmes were conducted during the year to create sensitivity towards ensuring a respectable workplace.}

^{Acknowledgement}

^{The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the employees, banks, regulatory authorities, government authorities, stock exchanges, customers, vendors and members during the year under review.}