The Directors take pleasure in presenting the 81^st Director’s Report and the Audited Financial Statements for the
Financial Year ended 31^st March, 2024:

1. a. FINANCIALS:

' in Lacs

b. Operations:

The Company has no business activity of Non-Banking Finance Company (NBFC). The Company has not given
any Loan /Guarantee or made any Investment during the year under review. The Company has neither any Public
Deposits nor Bank Borrowing Finance and as such, the Company is debt-free. The promoter’s support has helped
the Company from time to time to meet with operational expenses.

However, the Company has been taking all out efforts to recover the dues, if any, from the parties availed the finance
from the Company in the past.

Although, the Company is in process of taking necessary steps for Shifting Registered Office of the Company from the
State of Maharashtra to The National Capital Territory of Delhi, in pursuance of the Special Resolution unanimously
passed and already approved by the Members of the Company in the 77^th & 80^th Annual General Meeting held on
23.12.2020 & 29.09.2023 respectively, through, Video Conferencing (VC).

c. Dividend :

In view of business losses, the Board of Directors has not recommended any Dividend.

2. RESERVES:

During the year under review, the Company has not transferred any amount to Reserves to Special/Statutory Reserve and
General Reserve.

3. DEPOSITS:

The Company has no liability of Public Deposits either Outstanding or Unclaimed. The Company had received also
communication from Reserve Bank of India (RBI) for cancellation of Certificate of Registration (COR) by letter No.
1004/01.10.046/2019-20 dated 13.01.2020 as being reported.

4. TAX LIABILITY:

The Company has already provided the Income Tax liability of ' 50.63 Lacs (' 20.41 interest of ' 30.22 Lacs for the year
2006-07 as reported by the Statutory Auditors of the Company in the year 2022-23 and also in 2023-24.

5. MANAGEMENT COMMENTS ON AUDITORS REPORT:

The Company is Non-Operational and does not have any NBFC business activity. The Company is, however, listed on BSE
Limited.

6. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES COMPANIES:

The Company does not have any Subsidiaries, Associates and Joint Ventures Companies.

7. OTHER DISCLOSURES UNDER THE COMPANIES ACT, 2013

a. Extract of Annual Return:

Pursuant to Section 92(3) and 134(3)(a) of the Companies Act, 2013 ("the Act”) and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014, Annual Return is available on Company’s Website at www.jayabharat.
com.

b. Number of Board Meetings:

The Board of Directors met 4 (Four) times (V) during the FY 2023-24. The maximum interval between Board Meetings
did not exceed 120 days.

The details of the Board Meetings and the attendance of the Directors are as follows:

c. Audit Committee:

The Audit Committee was constituted, pursuant to the provisions of Section 177 of the Companies Act, 2013 and
Regulation 18 of SEBI (LODR) Regulations, 2015. The composition of Audit Committee comprises of 3 members
including 2 Non-Executive Independent Directors, 1 Non- Executive Non-Independent Director.

The details of the Audit Committee Meetings and the attendance of the Members are as follows:

The Board of Directors of the Company accepts all the recommendations of the Audit Committee from time to time.

d. Nomination and Remuneration Committee:

The Nomination and Remuneration Committee (NRC) was constituted pursuant to the provisions of Section 178 of
the Companies Act 2013 and Regulation 19 of the SEBI (LODR) Regulations, 2015.The composition of Nomination
and Remuneration Committee comprises of 3 members which includes 2 Non-Executive Independent Directors and
1 Non- Executive Non-Independent Directors.

The details of the NRC Committee Meetings and the attendance of the Members are as follows:

The Board of Directors has formulated a Policy which set standards for the Nomination, Remuneration and Evaluation
of the Directors and Key Managerial Personnel and also aims to achieve a balance of merits, experience and skills
amongst its Directors and Key Managerial Personnel ANNEXURE (Ref. Pg. 24)

e. Stakeholders Relationship Committee:

The Stakeholder Relationship Committee (SRC) was constituted, pursuant to the provisions of Section 178 of
the Companies Act. 2013 and Regulation 20 of SEBI (LODR) Regulations, 2015.The composition of Stakeholder
Relationship Committee comprises of 4 members, 3 members are Non- Executive Non-Independent Directors and
1 Non-Executive Independent Director.

The details of the SRC Committee Meetings and the attendance of the Members are as follows:

Risk Management Committee:

The Risk Management Committee(RMC) was already constituted. The Committee comprises of 3 members, and
they are Non-Executive Non-Independent Directors.

The Board of Directors has formulated a Policy which set standards to prevent any kind of Risk in the activities of
business. The Management does not foresee any risk in the activities of business, since the Company is not doing
any business activities at present.

f. Meeting of Independent Directors

Independent Directors play a vital role in the governance process of the Board. With their expertise in various fields,
they enrich the decision making process at the Board.

The Appointment / Re-appointment of Independent Directors is carried out in a structured manner in accordance with
the Provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Nomination and Remuneration
Committee identifies potential candidates based on certain criteria and considers the Diversity of the Board and
accordingly makes recommendations to the Board.

Confirmation as regards to independence of Independent Directors

All Independent Directors have given declarations that they meet the criteria of independence as laid down in Section
149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. They also have complied with
sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors) Fifth Amendment Rules,
2019 and their name have been included in the data bank of the ‘Indian Institute of Corporate Affairs at Manesar’
(IICA). In the opinion of the Board, the Independent Directors, fulfil the conditions of independence as laid down in

Section 149(6) of the Companies Act, 2013, Regulation 16(1)(b) of the Listing Regulations and complied rules of IICA
and are Independent of the Management. A formal appointment letter containing the terms and conditions of their
appointment have been issued to them and the said letters have been uploaded on the website of the Company, viz.
www.jayabharat.com.

During the year under review, the Independent Directors met on 31.01.2024 without the attendance of non¬
independent directors and members of management inter alia:

a) To discuss the financials of the Company.

b) To review the performance of non-independent directors and the Board as a whole.

c) To review the performance of the Chairperson of the Company, taking into account the views of executive
directors and non-executive directors.

d) To assess the quality, quantity and timeliness of flow of information between the Company management and
the Board that is necessary for the Board to effectively and reasonably perform their duties.

e) Other related matters.

g. Related Party Disclosure:

In line with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing
Obligations & Disclosure Requirements) Regulations, 2015 ("Listing Regulation”), the Company has formulated a
Policy on Related Party Transactions. The same has been posted on the Company’s website at www.jayabharat.
com.

All the Related Party Transactions entered into are on arms’ length basis and in ordinary course of business of
the Company. All Related Party Transactions are placed before the Audit Committee as also the Board for the
approval. During the year, there were material contracts or arrangements with related parties, accordingly, related
party transactions are being reported in form AOC-2 (ANNEXURE Ref. Pg. 21) in terms of Section 134 of the Act. The
Audit committee and the Board of Directors proposes the material contracts or arrangements with related parties as
mentioned in the Notice to this Annual Report for the approval of members at the ensuing Annual General Meeting of
the Company.

h. Other Disclosures:

The Board of Directors state that no disclosure or reporting is required in respect of the following items as there were
no transaction on these items during the Financial Year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise,

2. Issue of shares (Including Sweat Equity Shares) to employees of the Company under any scheme save and
except Employee Stock Option Scheme referred to in this report,

3. No significant or Material Orders were passed by any Regulators or Courts or Tribunal which impact on the
Company’s going concern status and operations in future,

4. There was no change in nature of the business of the Company. The Company has stopped business activities
as NBFC.

8. WHISTLE BLOWER POLICY/ VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES:

The Board of Directors of the Company, pursuant to the provisions of Section 177(9) of the Companies Act,2013 read with
Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Whistle Blower Policy/ Vigil Mechanism
Policy” for Directors and Employees of the Company to provide a mechanism which ensures adequate safeguards to
Directors and employees from any victimization on raising of concerns of any violations of legal or regulatory requirements,
incorrect or misrepresentation of any, financial statements and reports, etc.

The Employees of the Company have the right / option to report their concern/grievance to the Chairman of the Audit
Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business
operations. The Vigil Mechanism Policy exists as approved by the Board.

9. RISK MANAGEMENT POLICY:

The Board of Directors of the Company has formulated the Risk Management Policy, pursuant to Section 134(3)(n) of
the Companies Act, 2013 to avoid events, situations or circumstances which may lead to negative consequences on the
Company’s businesses.

10. APPOINTMENT OF AUDITORS:

a. Statutory Auditors:

As recommended by the Audit committee and the Board of Directors of the Company, M/s Jagdish Chand & Company
(Firm Registration No 000129N) Chartered Accountants has been appointed as Statutory Auditors of the Company
for the period of 5 (Five) years from the 80^th Annual General Meeting of the Company until the conclusion of 85^th
Annual General Meeting of the Company at the remuneration and out of pocket expenses as may be fixed by the
Board of Directors.

The Auditors Report on the financial statement of the Company for the financial year ended 31^st March, 2024, which
forms part of the Annual Report of the Company, does not contain any reservation, qualification or adverse remark.

b. Secretarial Auditor:

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, CS Mr. Prashant S Mehta, Practicing Company Secretary, (A5814& COP
No. 17341), Mumbai is continued to be appointed as Secretarial Auditor of the Company for the year 2024-25 The
Secretarial Audit Report is annexed as ANNEXURE-1, (Ref pg 21 to 23) which forms part of this Report. The said
Report does not contain any observation or qualification requiring any further explanation or comments.

c. Internal Auditor:

In terms of the Section 138 of the Companies Act, 2013 read with rule of the Companies (Accounts) Rules, 2014 and
other applicable provisions of the Act, Mr. Ajit More (152725) Chartered Accountant, Mumbai is continued to be
re-appointed as Internal Auditor of the Company for the year 2024-25.

11. REPORTING OF FRAUD BY AUDITORS

During the year under review, there was no fraud and accordingly the Statutory Auditors had not noticed any matter
pertaining to fraud under Section 143(12) of the Companies Act, 2013. Therefore, there is no such disclosure in terms of
Section 134(3) (ca) of the Companies Act, 2013.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

DIRECTORS:

As per the provisions of Section 152 of the Companies Act, 2013, Directors, Mr. Rajiv Gupta (DIN 00022964). Mr. Arun Mitter
(DIN 00022941) and Mr. M K. Madan (DIN 01060575), are liable to retire by rotation at the ensuing Annual General Meeting
and being eligible, offer themselves for re-appointment at the said Annual General Meeting. The Board recommends
approval of their reappointment to the Members. Their brief profile (Annexure Ref. Pg. 4 and 12) is provided in the Notice
convening the ensuing 81^st Annual General Meeting being held on 25.09.2024.

The Company has received declarations of Independence, pursuant to Section 149(7) of the Companies Act, 2013 from
all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under
Section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015.They also have complied with sub-rule (1) and sub-rule (2) of Companies (Appointment and Qualification of Directors)
Fifth Amendment Rules, 2019 and their names have been included in the data bank of the ‘Indian Institute of Corporate
Affairs at Manesar’ (IICA).

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of Companies Act, 2013 and Rule B and 8 A of the Companies (Appointment and Remuneration of
Managerial Personnel) Rule 2014.

Disclosure u/s 197(12) of the Companies Act, 2013 and Other Disclosure as per Rules 5 of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 Annexure (Ref. pg. 24)

13. PERFORMANCE EVALUATION:

In compliance with the Companies Act, 2013, and Listing Regulations, the Board of Directors have carried out an Annual
Evaluation of its own performance of Chairman, each Directors and its Committees for the year under review.

The Board of Directors and its functioning Committees were reviewed and evaluated on the basis of responses from Directors,
Committees Members, on various aspects of composition and functioning of Board of Directors and its Committees.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of Board of
Directors as a whole, including performance of Chairman, were also evaluated.

The Board of Directors expressed its satisfaction with evaluation Results, which reflects high degree of engagement of
Board of Directors and its committees with the Company and its management.

14. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company pro-actively keeps its Directors informed of the Policy on Familiarization Program adopted by the Board
of Directors of the Company and the Company keeps its Independent Directors abreast of its activities, management,
operations and overall perspective as well as issues faced by the industry.

15. PARTICULARS OF EMPLOYEES:

No employees remuneration which requires the Company to furnish in terms of Particulars of Employees under section
197(12), Rules 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. ANNEXTURE.
(Ref. pg. 24)

16. INTERNAL FINANCIAL CONTROLS:

The Internal Financial Controls with reference to Financial Statements as designed and implemented by the Company are
adequate. During the year under review, no material or serious observation has been received from the Internal Auditors
of the Company for inefficiency or inadequacy of such controls.

17. CORPORATE GOVERNANCE:

As per Regulation 15 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, various provisions of
Corporate Governance are not applicable to a listed entity having Paid up Equity Share Capital not exceeding Rs. Ten (10)
Crores and Net Worth not exceeding Rs. Twenty Five (25) Crores, as on the last day of the previous financial year.

As on 31^st March, 2024, the Company’s Paid up Capital and Net Worth were below the ceiling limit prescribed under the
regulation as above. In accordance with the above, the provisions pertaining to Corporate Governance are not applicable to
our Company for the financial year 2023-24, and hence the Company has filed non-applicability of Corporate Governance
requirements certificate to BSE Limited and complied with the requirement of the regulation.

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

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the
Companies (Accounts) Rules, 2014 is given as under

NOTE: The Company has no earnings in Foreign Currency.

E-mail ID for Investor’s Grievances:

In compliance of SEBI (LODR) Regulations, 2015, for the purpose of registering complaints by investors for redressal of
their grievances, the Company has designated an e-mail address i.e. jcl@jayabharat.com

19. MANAGEMENT’S DISCUSSION AND ANALYSIS:

Management’s Discussion and Analysis for the year under review, as stipulated in terms of the provisions of Regulation
34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section
forming part of this Report. ANNEXURE-B.(Ref. pg. 25)

20. CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY:

The provisions of Corporate Social Responsibilities (CSR) are not applicable, as the Company does not exceed the threshold
limits prescribed under Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility)
Rules. 2014.

21. CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING:

The Board of Directors has adopted the code of Internal Procedures and Conduct for regulating, monitoring and reporting
trading by designated persons in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015. The said Code lays down guidelines and procedures to be followed and disclosures to be made while dealing with
the securities of the Company. The Code of fair disclosure of unpublished price sensitive information is available on the
Company’s website under the Investor Relation section at www.jayabharat.com.

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

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013, the Company has set up Complaints Committees at its workplaces. No complaint has been received during the
year 2023-24.

23. UNCLAIMED DIVIDEND/PUBLIC DEPOSIT:

There is no Unclaimed Dividend nor Public Deposits, with the Company, since unclaimed divedend declared only upto
FY 2007-08 and the Public Deposit have been already transferred to Investor Education and Protection Fund (IEPF), as
such the Company does not have any unclaimed dividend nor public deposits.

24. DIRECTOR’S RESPONSIBILITY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013, in relation to the Audited Financial Statements of the Company for
the year ended 31^st March, 2024, the Board of Directors hereby confirms that:

a) In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper
explanation relating to material disclosures;

b) Such Accounting Policies have been selected and applied consistently and the Directors 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 31^st March, 2024;

c) Proper and sufficient care was taken for the maintenance of Adequate Accounting Records, in accordance with the
provisions of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other
irregularities.

d) The Annual Accounts of the Company have been prepared on a going concern basis;

e) Internal Financial Controls have been laid down to be followed by the Company and that such Internal Financial
Controls are adequate for effective operation.

f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that
such systems were adequate for effective operation.

25. MATERIAL CHANGES AND COMMENTS, IF ANY:

In terms of Section 134 (3) (I) of the Companies Act, 2013, there are no material changes and commitments occurred
between the end of the financial year of the Company and date of this Report which could have otherwise affected the
Company’s financial position.

26. ACKNOWLEDGEMENTS:

Your Directors would like to place on record their appreciation of the services rendered by the Members of the Staff at all
levels. They would also like to express their gratefulness to the Company’s Bankers, Shareholders and Depositors, for their
co-operation and also for the confidence reposed by them in the Company.

For and on behalf of the Board of Directors,

JAYABHARAT CREDIT LIMITED,

RAJIV GUPTA,
CHAIRMAN.
(DIN NO.00022964)

New Delhi, 8^th August, 2024