Your Directors have pleasure in presenting their Annual Report together with the Audited Financial Statements
of the Company for the Year ended 31^st March 2025.

FINANCIAL SUMMARY AND PERFORMANCE OF THE COMPANY (In Lacs)

RESULTS OF OPERATIONS AND THE STATE OF COMPANY’S AFFAIRS:

During the year under review, the revenue of the company from operations is Rs. Nil and it was attributed to an
overall slowdown in the economy. The Board of Directors is making all efforts for the better opportunities of
the company.

PERFORMANCE REVIEW:

The Company has incurred loss during the financial year ended 31^st March, 2025. Your Directors are making all
efforts to improve the performance of the Company in future

SHARE CAPITAL

Company has an Authorized Share Capital of Rs. 2,80,00,000 (Rupees Two Crore eighty lakhs only), divided
into 25,50,000 (Twenty-Five Lakh Fifty Thousand) Equity Shares of Rs. 10/- each and 2,50,000 (Two Lakh
fifty Thousand) Preference Shares of Rs. 10 each. It possesses a combined Paid-up Share Capital of Rs.
2,54,74,000 (Rupees Two Crore Fifty-Four Lakh Seventy-Four Thousand only), divided into 23,00,000
(Twenty-Three Lakh) equity shares of face value of INR 10/- and 2,47,400(Twenty-Three Lakh) and Preference
Share Capital of face value of INR 10 of the Company. No changes have occurred in the current financial year
as compared to the last financial year 2023-24.

CHANGES IN SHARE CAPITAL, IF ANY

There has been no Change in the Share Capital of the Company during the financial year under review.

a) Buy Back of securities: The Company has not bought back its shares /securities during the year under
review.

b) Sweat Equity: No Sweat Equity Shares are issued during the year under review.

c) Bonus Shares: No Bonus Shares were issued during the year under review.

d) Employees Stock Option Plan: The Company has not provided any Stock Option Scheme to the employees.
DIVIDEND

Board of Directors of the Company do not recommend any dividend for this financial year.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND 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.

CHANGES IN NATURE OF BUSINESS, IF ANY

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

TRANSFER TO GENERAL RESERVE

During the financial Year under review, losses incurred by the company were adjusted with the Revenue and
Surplus account.

EMPLOYEE STOCK OPTION SCHEME

The Company has not provided any Employee Stock Option Scheme to its employees. The Company has not
issued equity share with differential rights as to dividend, voting or otherwise.

INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY

The company does not have any subsidiaries, Joint ventures or Associate Company.

CHANGES IN THE NATURE OF BUSINESS:

During the Financial Year 2024-25, there had been no change in the nature of the business of the Company.
EXTRACT OF ANNUAL RETURN:

An extract of Annual Return for the year ended March 31, 2025, as prescribed in Section 134(3)(a) and section
92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company on the following link: www.jelglobe.com.

FRAUDS REPORTED BY AUDITORS UNDER SECTION 143:

There have been no instances of fraud reported by the Statutory Auditors under Section 143 of the Act read with
relevant Rules framed thereunder either to the Company or to the Central Government.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS,
EMPLOYEE STOCK OPTIONS & SWEAT EQUITY SHARES.

The Company has not issued any equity shares with differential voting rights or employee stock options or
sweat equity shares.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(A) THE CURRENT COMPOSITION OF BOARD OF DIRECTORS AS ON DATE IS AS FOLLOWS:
As on 31st March, 2025, the Board of your Company consists of Four Directors as follows:

All the Directors are having vast knowledge and experience in their relevant fields and the Company had
benefited immensely by their presence in the Board.

(B) CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, following changes in the composition of Board of Directors were made:

Note: Mr. Prasad Pramod Kemnaik has resigned from the post of Independent Director w.e.f 26.05.2025.

(B) RETIRE BY ROTATION

In terms of the provisions of Section 152 of the Companies Act, 2013, Mr. Anil Ganapatlalji Jain and Ms. Alpa
Bhavesh Vora is liable to retire by rotation at the Annual General Meeting of the Company.

(D) APPOINTMENT

During the year under review, the following Directors were appointed to the Board of your Company:

(E) BOARDS’ INDEPENDENCE

The definition of ‘Independence’ of Directors is derived from Section 149(6) of the Companies Act, 2013. A
declaration has been received from the following Non-Executive Directors confirming their Independence in
terms of Listing Regulations, 2015 and Section 149(6) of the Companies Act, 2013:¬

1. Mr. Ajay Suresh Yadav (DIN: 09841715)

2. Mr. Prasad Pramod Kemnaik (DIN: 10591411)

(F) BOARD MEETINGS

The Board of Directors of the Company met 9 times during the financial year i.e., from April 1, 2024 to March
31, 2025. The necessary quorum was present for all the Board Meetings. The maximum time gap between any
of two consecutive meetings exceeded one hundred and twenty days due to internal operational issues.

The notice and detailed agenda and other material information are sent in advance to enable the Board to
discharge its responsibilities effectively and take informed decisions.

(G) BOARD COMMITTEES

With a view to have a more focused attention on business and for better governance and accountability, the
Board has constituted the various committees. The Board Committees meet at regular intervals and take
necessary steps to perform its duties entrusted by the Board. The terms of reference of these Committees are
determined by the Board and their relevance reviewed from time to time. The Minutes of the Committee
Meetings are sent to all Directors and tabled at the Board Meetings.

Currently, the Board has following committees:

• Audit Committee;

• Nomination & Remuneration Committee;

• Stakeholder Relationship Committee;

I. AUDIT COMMITTEE

The Audit Committee is constituted in accordance with the provisions of Section 177 of the Companies Act,
2013 and the provisions of Regulation 18 of the Listing Regulation. The Committee comprises of members who
possess financial and accounting expertise/exposure.

(i) COMPOSITION

The Committee’s composition is in compliance with provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of the Listing Regulations.

The Audit Committee comprises of the following 3 Directors:

(ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Audit Committee met Four times during the Financial Year 2024-25 on May 24, 2024, July 31, 2024,
November 07, 2024 and February 10, 2025. The necessary quorum was present for all Meetings. The details of
attendance of the members of the Committee at the said meetings are as below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum
limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was
not more than one hundred and twenty days.

II. NOMINATION & REMUNERATION COMMITTEE (N&R COMMITTEE)

The Nomination and Remuneration Committee is constituted in accordance with the provisions of Section 178
of the Companies Act, 2013 and the provisions of Regulation 19 of the Listing Regulation.

(i) COMPOSITION

The Committee’s composition is in compliance with provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of the Listing Regulations.

The Nomination & Remuneration Committee comprises of the following 3 Directors:

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Nomination & Remuneration Committee met Three times during the Financial Year 2023-24 on May 14,
2024, June 13, 2024 and July 07, 2024. The necessary quorum was present for all Meetings. The details of
attendance of the members of the Committee at the said meetings are as below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum
limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was
not more than one hundred and twenty days.

III. STAKEHOLDER RELATIONSHIP COMMITTEE

The Stakeholder Relationship Committee is constituted in accordance with the provisions of Section 178 of the
Companies Act, 2013 and the provisions of Regulation 20 of the Listing Regulation.

(i) COMPOSITION

The Committee’s composition is in compliance with provisions of Section 178 of the Companies Act, 2013 and
Regulation 19 of the Listing Regulations.

The Stakeholder Relationship Committee comprises of the following 3 Directors:

ii) MEETINGS & ATTENDANCE OF DIRECTORS

The Stakeholder Relationship Committee met four times during the Financial Year 2023-24 on April 21, 2024,
July 15, 2024, October 10, 2024 and January 01, 2025. The necessary quorum was present for all Meetings. The
details of attendance of the members of the Committee at the said meetings are as below:

It can be seen from the above details that the frequency of the Committee Meetings was more than the minimum
limit prescribed under applicable regulatory requirements and the gap between two Committee Meetings was
not more than one hundred and twenty days.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have given the declaration that, they meet the criteria of independence as provided in
Section 149(6) of the Companies Act, 2013 read with Rules made thereunder and Clause (6) of sub-regulation
(i) of Regulation 16 of SEBI (LODR) Regulation 2015.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

As per the provisions of Section 186 of the Companies Act, 2013, details regarding Loans, Guarantees and
Investments are given in the notes to the Financial Statements.

RELATED PARTY TRANSACTION

Your Company has formulated the policy on materiality of related party transactions and dealing with related
party transactions. All contracts/arrangements/transactions entered by the Company during the financial year
with related parties were in the ordinary course of business and on arm's length basis.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes which have occurred between the end of financial year till the date of this
report, affecting the financial position of the Company.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE AS PER
SECTION 134 (3) (m) OF THE COMPANIES ACT, 2013

Conservation of Energy: Since the Company is not engaged in any manufacturing activity, issues relating to
conservation of energy and technology absorption are not quite relevant to its functioning.

Technology absorption: The Company has not imported any technology. Hence, the particulars with respect to
efforts made towards technology absorption and benefits derived etc. are not applicable to the Company.

Export Activities: There was no export activity in the Company during the year under review. The Company is
not planning any export in the near future as well.

Foreign Exchange Earnings and Outgo: There was no Foreign Exchange earnings and outgo during the year
under review.

POLICIES OF THE COMPANY

Your Company has posted the following documents on its website:

1. Code of Conduct and Ethics

2. Vigil’s Mechanism Policy

3. Risk Management Policy

4. Policy on criteria for determining Materiality of events or information.

5. Preservation of Documents & Archival Policy.

6. Familiarization programme for Independent Director.

7. Policy on Board Diversity

8. Related Party Transaction Policy.

9. Code of practices & procedures for fair disclosure of price sensitive information.

VIGIL MECHANISM POLICY

Pursuant to Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations, your
Company has established a mechanism called ‘Vigil Mechanism (Whistle Blower Policy) for Directors,
employees and Stakeholders of the Company to report to the appropriate authorities about unethical behavior,
actual or suspected, fraud or violation of the Company’s code of conduct or ethics policy and provides
safeguards against victimization of employees who avail the mechanism.

The Whistle Blower can directly approach the Chairperson of the Audit Committee of the Company and make
protective disclosures about the unethical behaviour, actual or suspected fraud or violation of the Company's
Code of Conduct in exceptional circumstances.

RISK MANAGEMENT

The Company has a robust Risk Management framework to identify, measure and mitigate business risks and
opportunities. This framework seeks to create transparency, minimise adverse impact on the business objective
and enhance the Company’s competitive advantage. This risk framework thus helps in managing market, credit
and operations risks and quantifies exposure and potential impact at a Company level.

REMUNERATION POLICY

The Board, on recommendation of the NRC, has framed a remuneration policy. The policy, inter alia, provides
(a) the criteria for determining qualifications, positive attributes and independence of directors and (b) policy on
remuneration of directors, key managerial personnel and other employees. The policy is directed towards a
compensation philosophy and structure that will reward and retain talent and provides for a balance between
fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the

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.

INTERNAL CONTROL SYSTEM

The Company has an internal control system commensurate with the scale, size and the operation of the
organization. It evaluates the adequacy of all internal controls and processes, and ensures strict adherence to
clearly laid down processes and procedures as well as to the prescribed regulatory and legal framework.

PUBLIC DEPOSITS

Your Company did not accept any deposits from public in terms of the provisions of Section 73 of the
Companies act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 for the financial year 2024-25.

AUDITORS

In accordance with the provisions of Section 139 of the Companies Act, 2013, M/s. Amit Agarwal & Co. (Firm
Registration No.- 008359C) were reappointed as the Statutory Auditors of the company for a period of Five (5)
consecutive years ending in 2030.

ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance
evaluation of its own performance, the directors individually as well as the valuation of the working of its Audit,
Nomination & Remuneration and Compliance Committees.

A structured questionnaire was prepared after taking into consideration inputs received from the Directors,
covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its
Committees, Board culture, execution and performance of specific duties, obligations and governance.

AUDITORS’ REPORT

Report of the Statutory Auditors’ on Annual Financial Statements along with schedules and notes to accounts
thereto, for the year ended on 31^st March, 2025 is self-explanatory and contains no adverse remark and do not
call for any comments.

EXPLANATION TO AUDITOR’S REMARKS

The comments on the Auditor’s Report are self-explanatory, thus, no explanation is required to be given.
INTERNAL FINANCIAL CONTROL

Your Company has put in place adequate internal financial controls with reference to the financial statements,
some of which are outlined below:

Your Company has adopted accounting policies which are in line with the Accounting Standards prescribed in
the Companies (Accounting Standards) Rules, 2006 that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with Rule 7 of the Companies (Accounts) Rules,
2014. These are in accordance with generally accepted accounting principles in India.

Pursuant to Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules,

2014, there was no internal auditor appointed by the company for the FY-2024-2025.

Changes in policies, if any, are approved by the Audit Committee in consultation with the Auditors.
CORPORATE GOVERNANCE

As per Regulation 15 of the SEBI (Listing Regulations and Disclosure Obligations Requirements) Regulations,

2015, the provisions of Chapter IV of the said Listing Regulations, 2015, the Compliance with the corporate
governance provisions as specified in Regulations 17, [17A,] 18, 19, 20, 21,22, 23, 24, 24A, 25, 26, 27and

clauses (b) to (i) of sub 23 regulation (2) of Regulation 46 and para C, D and E of Schedule V shall not be
mandatory, for the time being, in respect of the following class of companies:

•The listed entity having Paid up Equity Share Capital not exceeding Rs.10 Crore and Net Worth not exceeding
Rs. 25 Crore, as on the last day of the previous financial year.

• Listed entity which has listed its specified securities on the SME Exchange.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder M/s Anuj
Gupta & Associates, Practicing Company Secretaries was appointed to conduct the secretarial audit for the
financial year 2024-25. The Secretarial Audit Report in MR-3, submitted by the Secretarial Auditor for the FY
2024-2025 is annexed to Directors’ Report.

BOARD’S RESPONSES TO OBSERVATIONS/QUALIFICATIONS IN SECRETARIAL AUDIT
REPORT

The Board’s responses to the qualifications and other observations are as follows:

The Secretarial Auditors have submitted their report in form No. MR-3 and qualified their opinion/observations
in respect of the Secretarial Audit conducted for the financial year 2024-2024 and the Board’s responses are
given w.r.t. qualification/ observation as follows:

Due to lack of financial sources, the Company was unable to proceed with Compliances w.r.t. Stock exchange
and other authorities. However, the management ensures to do all the compliance in future.

COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standard 1 (SS-1) relating to the meetings of the Board of
Directors and Secretarial Standard 2 (SS-2) relating to the General meetings issued by the Institute of Company
Secretarial of India and approved by the Central Government.

PARTICULARS OF EMPLOYEES

(A) . The ratio of the remuneration of each director to the median employee’s remuneration and other details in
terms of sub-section 12 of Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and remuneration of Managerial Personnel) Rules, 2014, are forming part of this report and is
annexed to this Report.

(B) . The statement containing particulars of employees as required under Section 197(12) of the Companies
Act, 2013 read with Rule 5(1) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, forms part of this report. In terms of Section 136 of the Companies Act, 2013 the same
is open for inspection at the Registered Office of the Company. Copies of this statement may be obtained by the
members by writing to the Company Secretary.

(C) There are no employees employed throughout the financial year in receipt of remuneration of one crore and
two lakh rupees or more, or employed for part of the year in receipt of eight lakh and fifty thousand rupees per
month or more, to be reported under Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at workplace and has set up Committee for safety of
women employees at workplace. During the year Company has not received any complaint of harassment.
MANAGEMENT DISCUSSION & ANALYSIS REPORT

As stipulated under Regulation 34 read with Part B of Schedule V of SEBI (LODR) Regulations, 2015, the
details pertaining to Internal Financial Control systems and their adequacy have been disclosed in the
Management Discussion and Analysis Report forming part of this Annual Report.

COST AUDIT

Cost Audit specified under Section 148 of the Companies Act, 2013 does not apply to the Company since the
turnover of the Company is less than the limit prescribed.

LISTING

The equity shares of the Company are listed with Bombay Stock Exchange with Scrip Code No. 539246.

THE CORPORATE SOCIAL RESPONSIBILITY

As the provisions relating to the Corporate Social Responsibility (CSR) as prescribed u/s. 135 of the Companies
Act, 2013 along with Rules made thereunder are not applicable to our Company and therefore, neither the CSR
Committee nor the CSR Policy are required to be framed by the Company.

GREEN INITIATIVES

Electronic copies of the Annual Report 2024-25 and the Notice of the AGM are sent to all members whose
email addresses are registered with the Company / depository participants. For members who have not
registered their email addresses, physical copies are sent in the permitted mode.

BUSINESS RESPONSIBILITY REPORT

SEBI has mandated the top 100 listed entities, based on market capitalization, to include Business
Responsibility Report (BRR) as part of the Annual Report describing the initiatives taken by the companies
from an Environmental, Social and Governance perspective. Accordingly, this circular is not applicable to our
company.

DETAILS OF APPLICATION / ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

Neither any application was made nor any proceeding pending under the Insolvency and Bankruptcy Code,
2016 (31 of 2016) during the financial year under review.

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

As Company has not done any one time settlement during the year under review hence no disclosure is required.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Directors of the
Company confirm the following:

> that in the preparation of the annual financial statements for the year ended March 31, 2025 the applicable
accounting standards have been followed and no material departures have been made;

> that appropriate accounting policies and applied consistently and judgments and estimates that are reasonable
and prudent have been made, so as to give a true and fair view of the state of affairs as at March 31, 2025 and
of the profits of the Company for the Financial year ended March 31, 2025;

> that proper and sufficient care 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 have been made; and

> that the Annual Financial Statements have been prepared on going concern basis;

> that they have laid down internal financial controls to be followed by the company and that such internal
financial controls are adequate and were operating effectively.

> that they have devised proper system to ensure compliance with the provisions of all applicable laws and that
such systems were adequate and operative effective.

ACKNOWLEDGEMENT

Your directors place on record their sincere appreciation for significant contribution made by the employees
through their dedication, hard work and commitment and the trust reposed on them and also acknowledge with
gratitude the excellent cooperation extended by Bankers and Vendors and look forward to their support in all
future endeavor.

By the order of the Board of Directors of
Jyotirgamya Enterprises Limited

SD/- SD/-

(Anil Ganpatlalji Jain) (Alpa Bhavesh Vora)

Managing Director Non-Executive Director

DIN: 10455523 DIN: 06814833

Place: New Delhi
Date: 31.07.2025