Your Board of Directors (“Board”) have pleasure in presenting the 37^th
(Thirty Seventh) Annual Report of KJMC Financial Services Limited
(‘KFSL / Company'), together with the Annual Audited Financial
Statements (Standalone and Consolidated) of the Company for the
Financial Year ended March 31,2025.

FINANCIAL RESULTS AND STATE OF COMPANY’S AFFAIRS

The performance of the Company on standalone basis and on consolidated
basis for the financial year ended March 31,2025 is summarized below:

(Rs. in ‘000’)

OVERVIEW OF COMPANY’S FINANCIAL PERFORMANCE

On standalone basis, your Company earned the gross income of Rs.
522.41 lakhs as against Rs. 469.32 lakhs in the previous year. The total
expenditure during the year under review was Rs. 402.62 lakhs as against
Rs. 332.04 lakhs in the previous year. The Net Profit after tax before OCI
was Rs. 81.23 lakhs as against Rs. 90.35 lakhs in the previous year.

On consolidated basis, your Company earned the gross income of Rs
536.78 lakhs as against Rs 477.31 lakhs in the previous year. The total
expenditure during the year under review was Rs 405.47 lakhs as against
Rs 334.68 lakhs in the previous year. The Net Profit after tax before OCI
was Rs 84.85 lakhs as against Rs 86.18 lakhs in the previous year.

There was no change in the nature of business of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the provisions of the Companies Act, 2013
(hereinafter referred to as “the Act”), read with Regulation 33 of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (hereinafter referred to as
“Listing Regulations”) and applicable Accounting Standards, the Audited
Consolidated Financial Statements of the Company for the financial year
2024-25, together with the Auditors' Report forms part of this Annual
Report.

PERFORMANCE AND FINANCIAL POSITION OF THE SUBSIDIARY
AND ASSOCIATE COMPANY

Pursuant to Section 134 of the Companies Act, 2013 and Rule 8(1) of
the Companies (Accounts) Rules, 2014, the report on performance and
financial position of subsidiary company and associate company (to the
extent of the shareholding of the Company) is included in the Consolidated
Financial Statements (‘CFS') of the Company.

A statement containing the salient features of financial statements of
subsidiary and associate company of the Company in the prescribed
Form AOC-1, forming part of Consolidated Financial Statements of the
Company is in compliance with Section 129 (3) and other applicable
provisions, if any, of the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014 is attached.

In accordance with Section 136 of the Act, the financial statements of
the subsidiary and associate companies are available for inspection by
the members at the Registered Office of the Company during business
hours on all days except Saturdays, Sundays and public holidays up to
the date of the AGM. The financial statements including the CFS, and all
other documents required to be attached to this report are also available
on the website of the Company i.e. https://www.kjmcfinserv.com/investor-
relations/subsidiary-companies-accounts.

Brief performance and financial position of subsidiary company is
given hereunder:

KJMC Trading & Agency Limited, the wholly owned subsidiary of the
Company earned gross income of Rs 16.01 lakhs as against Rs 12.24
lakhs in the previous year. The total expenditure during the year under
review was Rs 2.88 lakhs as against Rs 6.87 lakhs in the previous year.
The Net Profit after tax was Rs 13.13 lakhs as against Rs 5.37 lakhs in
the previous year.

Brief performance and financial position of associate company is
given hereunder:

KJMC Platinum Builders Private Limited, an Associate Company earned
gross income of Rs 31.09 lakhs as against Rs 13.20 lakhs in the previous

year. The total expenditure during the year under review was Rs 52.84
lakhs as against Rs 39.08 lakhs in the previous year. The Net Loss after
tax was Rs (21.76) lakhs as against Net Loss after tax of Rs 27.97 lakhs
in the previous year.

SHARE CAPITAL

The Authorised share capital of the Company as on March 31,2025, was
Rs 62,15,00,000 (Rupees Sixty Two Crores Fifteen lakhs Only). Further,
the issued, subscribed and paid-up share capital of the Company as
on March 31, 2025 was Rs 4,78,57,400 (Rupees Four Crores Seventy
Eight Lakhs Fifty Seven Thousand Four Hundred Only) comprising of
47,85,740 equity shares of Rs 10/- each. There was no change in the
Capital structure of the Company during the reporting period.

DIVIDEND

In order to conserve the resources for operations of the Company, your
Directors regret their inability to recommend any dividend for the year
under review

TRANSFER TO RESERVES

The Company proposes to transfer Rs 16.25 Lakhs to Special Reserves
out of the amount available for appropriation and an amount of Rs 64.98
Lakhs is proposed to be retained in the profit and loss account

PUBLIC DEPOSITS

The Company being a Non-Deposit Accepting Non-Banking Finance
Company, it has not accepted any deposits from the public during the
year under review.

INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has adopted Indian Accounting Standards (‘IND AS') and
accordingly, the financial statements for the year 2024-25 have been
prepared in accordance with IND-AS, prescribed under Section 133 of
the Act, read with the relevant rules issued there under and the other
recognised accounting practices and policies to the extent applicable.

RBI PRUDENTIAL NORMS

The Company being Non-Banking Financial (Non- Deposit Accepting or
Holding), capital adequacy requirement, under Companies Prudential
Norms (Reserve Bank) Directions, 2007, are not applicable to the
Company.

ANNUAL RETURN

The Annual Return of the Company for the financial year 2024-25 in Form
MGT-7 pursuant to Section 134(3)(a) and Section 92(3) of the Act, read
with Rule 12(1) of the Companies (Management and Administration)
Rules, 2014, is available on the website of the Company at https://www.
kimcfinserv.com/investor-relations/annual-reports.

NUMBER OF MEETINGS OF THE BOARD

During the Financial Year 2024-25, 5 (five) meetings of the Board of
Directors were held. The details of the Board Meetings and the attendance
of the Directors are provided in the Report on Corporate Governance
forming part of the Annual Report.

COMMITTEES OF THE BOARD

The Company has constituted committees in accordance with the
requirements of the Companies Act, 2013, SEBI (LODR) Regulations,
2015, and Guidelines issued by the Reserve Bank of India for NBFC viz.:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders Relationship Committee;

iv. Credit and Investment Committee;

v. Debenture Allotment Committee;

vi. IT Strategy Committee;

AUDIT COMMITTEE

The constitution of the Audit Committee is in compliance with the
provisions of Section 177 of the Companies Act, 2013, read with
Regulation 18 of SEBI LODR 2015 and provisions as applicable to
NBFC Company. They possess sound knowledge on Accounts, Audit,
Finance, Taxation, Internal Controls etc. During the year under review,
4 (four) Audit Committee meetings were held. The details pertaining to
composition of Audit Committee and the attendance of the members of
the Audit Committee are provided in the Corporate Governance Report
and forms part of the annual report.

*The composition of the Committee was re-constituted at Board
meeting held on August 16, 2024, with the following members:

1. Mr. Shyam Khandelwal - Chairman (Non-Executive Independent
Director)

2. Mr. Suhas Sahakari - Member (Non-Executive Independent
Director)

3. Mr. Anil Sampat - Member (Non-Executive Independent Director)

4. Late Mr. Inderchand Jain - Member (Non-Executive Director)

*The composition of the committee was re-constituted on August 16,

2024, and Mr. Shyam Khandelwal and Mr. Suhas Sahakari, Independent
Directors of the Company were appointed as Chairman and Member of
the Committee in place of Mr. Sureshchandra Chhanalal Aythora and Mr.
Nitin Vasant Kulkarni respectively.

**Due to sad demise of Late Mr. Inderchand Jain the composition of
the Committee was re-constituted at Board meeting held on May 28,

2025, with the following members:

1. Mr. Shyam Khandelwal - Chairman (Non-Executive Independent
Director)

2. Mr. Suhas Sahakari - Member (Non-Executive Independent
Director)

3. Mr. Anil Sampat - Member (Non-Executive Independent Director)

4. Mr. Girish Jain - Member (Non-Executive Director)

** Due to sad demise of Shri. Inderchand Jain, Member of the Committee
(Non-Executive Director), the composition of the committee was re¬
constituted on May 28, 2025 and Mr Girish Jain, Non-Executive Director
of the Company was appointed in place of Late. Shri. Inderchand Jain as
a Member of the Committee.

NOMINATION AND REMUNERATION COMMITTE

During the year under review 3 (three) Nomination and Remuneration
Committee Meetings were held. The details pertaining to composition
of Nomination and Remuneration Committee, details of meetings held
during the year under review and the attendance of the members of the

Nomination and Remuneration Committee are provided in the Corporate
Governance Report and forms part of the annual report.

*The composition of the Committee was re-constituted at Board
meeting held on August 16, 2024, with the following members:

1. Mr. Suhas Sahakari - Chairman (Non-Executive Independent
Director)

2. Mr. Shyam Khandelwal- Member (Non-Executive Independent
Director)

3. Mr. Girish Jain - Member (Non-Executive Independent Director)

*The composition of the committee was re-constituted on August 16,
2024, and Mr. Suhas Sahakari and Mr. Shyam Khandelwal, Independent
Directors of the Company were appointed as Chairman and Member of
the Committee in place of Mr. Sureshchandra Chhanalal Aythora and Mr.
Nitin Vasant Kulkarni respectively.

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year under review 1 (one) Stakeholders Relationship
Committee Meeting was held. Stakeholders Relationship Committee
has been formed as per the provisions of Section 178 of the Companies
Act, 2013 and SEBI Listing Regulations. The details pertaining to
composition of Stakeholders Relationship Committee, details of meeting
held during the year under review and the attendance of the members of
the Stakeholders Relationship Committee are provided in the Corporate
Governance Report forms part of the annual report.

*The composition of the Committee was re-constituted at Board
meeting held on August 16, 2024, with the following members:

1. Late Mr. Inderchand Jain- Chairman (Non-Executive Director)

2. Mr. Girish Jain - Member (Non-Executive Director)

3. Mr. Rajnesh Jain - Member (Executive Director)

4. Mr. Shyam Khandelwal - Member (Non-Executive Independent
Director)

*The composition of the committee was re-constituted on August 16,

2024, and Mr. Shyam Khandelwal, Independent Director of the Company
was appointed as Member of the Committee in place of Mr. Nitin Vasant
Kulkarni.

**Due to sad demise of Late Mr. Inderchand Jain the composition of
the Committee was re-constituted at Board meeting held on May 28,

2025, with the following members:

1. Mr. Girish Jain - Chairman (Non-Executive Director)

2. Mr. Rajnesh Jain - Member (Executive Director)

3. Mr. Shyam Khandelwal - Member (Non-Executive Independent
Director)

** Due to sad demise of Shri. Inderchand Jain, Chairman of the
Committee (Non-Executive Director), the composition of the committee
was re-constituted on May 28, 2025 and Mr Girish Jain, Non-Executive
Director of the Company was appointed in place of Late. Shri. Inderchand
Jain as a Chairman of the Committee.

CREDIT & INVESTMENT COMMITTEE

The Board of Directors of the Company has, pursuant to the guidelines
issued by Reserve Bank of India for NBFC, formed Credit and Investment

Committee to deal with the matters related to extending loans and making
investments. During the year under review, no meetings were held. The
details pertaining to composition of Credit and Investment Committee are
provided in the Corporate Governance Report forms part of the annual
report.

*Due to sad demise of Late Mr. Inderchand Jain the composition of
the Committee was re-constituted at Board meeting held on May 28,
2025, with the following members:

1. Mr. Girish Jain - Chairman (Non-Executive Director)

2. Mr. Rajnesh Jain - Member (Executive Director)

*Due to sad demise of Shri. Inderchand Jain, Chairman of the Committee
(Non-Executive Director), the composition of the committee was re¬
constituted on May 28, 2025 and Mr Girish Jain, Non-Executive Director
of the Company was appointed in place of Late. Shri. Inderchand Jain as
a Chairman of the Committee.

DEBENTURE ALLOTMENT COMMITTEE

During the year under review, no meeting was held. The details pertaining
to composition of Debenture Allotment Committee are provided in the
Corporate Governance Report forms part of the annual report.

*Due to sad demise of Late Mr. Inderchand Jain the composition of
the Committee was re-constituted at Board meeting held on May 28,
2025, with the following members:

1. Mr. Girish Jain - Chairman (Non-Executive Director)

2. Mr. Rajnesh Jain - Member (Executive Director)

*Due to sad demise of Shri. Inderchand Jain, Chairman of the Committee
(Non-Executive Director), the composition of the committee was re¬
constituted on May 28, 2025 and Mr Girish Jain, Non-Executive Director
of the Company was appointed in place of Late. Shri. Inderchand Jain as
a Chairman of the Committee.

IT STRATEGY COMMITTEE

During the year under review, 1 (one) IT Strategy Committee Meeting
was held. The details pertaining to composition of IT Strategy Committee
and the attendance of the members of the IT Strategy Committee are
provided in the Corporate Governance Report forms part of the annual
report.

*The composition of the Committee was re-constituted at Board
meeting held on September 25, 2024, with the following members;

1. Mr. Rajnesh Jain- Chairman (Executive Director)

2. Mr. Sajjan Bawri- Member (Chief Financial Officer & Chief Information
Officer)

3. Mr. Raj Randhawa-Member

*The composition of the committee was re-constituted on September 25,
2024, as Mr. Nitin Vasant Kulkarni, Independent Director of the Company
has retired by completing his second term from the Board of the Company
and appointed Mr. Rajnesh Jain, Executive Director of the Company as
the Chairman of the Committee in place of Mr. Nitin Vasant Kulkarni.

**The composition of the Committee was re-constituted at Board
meeting held on May 28, 2025, with the following members;

1. Mr. Rajnesh Jain- Chairman (Executive Director)

2. Mr. Raj Randhawa-Member

3. Mr. Girish Jain - (Non-Executive Director)

**The composition of the committee was re-constituted on May 28, 2025,
as Mr. Sajjan Bawri, Chief Financial Officer & Chief Information Officer of
the Company has tendered his resignation from the Company.

DIRECTORS’ RESPONSIBILITY STATEMENT UNDER SECTION 134
OF THE COMPANIES ACT, 2013

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of
Directors, to the best of their knowledge and ability, confirm that:

a. in the preparation of the annual financial statements for the year
ended March 31, 2025, the applicable accounting standards had
been followed along with proper explanation relating to material
departures, if any;

b. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at the end of the financial year and of
the Profit of the Company for the year ended March 31,2025;

c. the Directors have taken proper and sufficient care to the best of their
knowledge and ability 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. the Directors have prepared the annual accounts for the financial
year ended March 31,2025 on a going concern basis;

e. the Directors have laid down internal financial controls to be followed
by the Company and such internal financial controls are adequate
and operating effectively;

f. the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.

AUDITORS

STATUTORY AUDITORS AND REPORT

The Members at the 32^nd Annual General Meeting (‘AGM') of the
Company held on December 24, 2020, had approved the appointment
of M/s. Batliboi & Purohit, Chartered Accountants (Firm Registration No.
101048W), as the Statutory Auditors of the Company to hold office from
the conclusion of the 32^nd AGM till the conclusion of the 37^th AGM to be
held in the year 2025.

Upon completion of their term, and after evaluating various parameters
including industry experience, audit team competency, efficiency in audit
execution, and independence, the Board of Directors of the Company
(‘Board'), based on the recommendation of the Audit Committee,
has proposed the appointment of M/s. V P Thacker & Co., Chartered
Accountants (Firm Registration No. 118696W), as the Statutory Auditors
of the Company for a first term of five (5) consecutive years from the
conclusion of the 37^th AGM till the conclusion of the 42^nd AGM to be held
in the year 2030.

M/s. V P Thacker & Co., Chartered Accountants, established in 1999,
along with its associate consulting entities, offers comprehensive services
in audit, tax, corporate finance, risk, and business process advisory. The
firm has consented to its appointment and confirmed that it meets the

eligibility criteria under Sections 139, 141, and other applicable provisions
of the Companies Act, 2013 and the rules framed thereunder, including
confirmation that the appointment is within the limits specified under
Section 141(3)(g) of the Act

SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 and other applicable provisions,
if any, of the Companies Act, 2013 and Rules framed thereunder
(including any statutory modification(s) or re-enactment(s) thereof, for the
time being in force) M/s Aabid & Co , Company Secretaries, are appointed
as Secretarial Auditors of the Company to conduct secretarial audit of the
Company for a term of 5 (Five) consecutive years with effect from April
01,2025 until March 31,2030, on such remuneration, as recommended
by the Audit Committee and as may be mutually agreed between the
Board of Directors of the Company and the Secretarial Auditors, from
time to time.

The Report of the Secretarial Auditors issued by M/s Rathi & Associates,
Company Secretaries for the FY 2024-25 forms part of the Annual Report.

The Report of the Secretarial Auditor for FY 25 is annexed herewith as
Annexure - C. The said Secretarial Audit Report does not contain any
qualification, reservations, adverse remarks or disclaimer.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013
read with Companies (Accounts) Rules, 2014, the Company had re¬
appointed M/s Sanjay Raja Jain & Co., as internal auditors of the
Company to conduct internal audit for the financial year 2025-26.

The Company has been receiving the reports on internal controls and
systems implemented by the Company at a periodic interval and no lapse
have been noticed during the period under review.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
UNDER SECTION 143 (12)

During the reporting period, no frauds were reported by Auditors under
sub section (12) of section 143 of the Act, and no offence involving fraud
was committed against the Company by officers or employees of the
Company.

FAMILIARISATION PROGRAMMES FOR BOARD MEMBERS

The Board members are provided with necessary documents / brochures,
reports and internal policies to enable them to familiarize with the
Company's business, procedures and practices.

Periodic presentations are made at the Board and Committee meetings
on business and performance updates of the Company, global business
environment, business strategy and risks involved. Detailed presentations
on the Company's business segments are made at the separate meetings
of the Independent Directors from time to time.

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct (‘the
code') for its directors and employees. The Code gives guidance and
support needed for ethical conduct of business and compliance of law.
The Code reflects the core values of the Company.

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

The Company being registered Non-Banking Finance Company,
provisions of Section 186 of Companies Act, 2013, except sub-section

(1) is not applicable to the Company. However, the details of Loans,
Guarantees and Investments made are disclosed in the Notes to the
Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH
RELATED PARTIES

All transaction entered into by the Company with its related parties,
during the financial year 2024-25, were in ordinary course of business
and at arm's length basis. The details of the Related Party Transactions
are set out in the Notes to Financial Statements forming part of this
Annual Report.

Further, the Related Party Transactions undertaken by the Company
were in compliance with the provisions set out in the Companies Act,
2013, read with the Rules made there under and relevant provisions of
Listing Regulations.

All the transactions with related parties were reviewed and approved by
the Audit Committee and were in accordance with the Policy on dealing
with and Materiality of Related Party Transactions, formulated by the
Company. The Policy is also available on the website of the Company
viz; https://kimcfinserv.com/investor-relations/codes-and-policies.

The transactions with related party which as required to be reported in
Form AOC- 2 pursuant to Section 134 (3) (h) of the Companies Act, 2013
read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is annexed
herewith and forms part of this report.

MATERIAL CHANGES AND COMMITMENT AFFECTING THE
FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN
THE END OF THE FINANCIAL YEAR TO WHICH THESE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THIS REPORT

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

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

Disclosure pursuant to Section 134(3) (m) of the Companies Act, 2013
read with Rule 8 of the Companies (Accounts), Rules 2014:

(A) Conservation of Energy

(B) Technology absorption, adaptation, and innovation

Your Company being a Non-banking Finance Company, the
provisions related to technologies absorption, adaptation and
innovation are not applicable.

(C) Foreign Exchange Earnings and Outgo:

During the reporting period, there was no earnings and expenditure
in foreign currency.

RISK MANAGEMENT

The Company has implemented a mechanism for risk assessment and
management. It assists for identification of possible risks associated with
the business of the Company, assessment of the same at regular intervals
and taking appropriate measures. The key categories of risk iotted down
while assessment are strategic risks, financial risks, operational risks and
such other risk that may potentially affect the working of the Company.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE
COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY
INITIATIVES

The Company has not developed and implemented any Corporate Social
Responsibility initiatives as the said provisions are not applicable to the
Company.

ANNUAL EVALUATION

The Nomination and Remuneration Committee of the Company has laid down
the criteria for performance evaluation of the Board and
individual directors including the Independent Directors and
Chairperson 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.

The criteria include evaluation of the Board, its' Committees, Independent
Directors / Non-Executive Directors / Executive Directors and the
Chairperson of the Company.

Annual evaluation of performance of Non-Independent Directors, the
Board as a whole and the Chairperson of the Company was carried out,
taking into account the views of Executive Directors and Non-Executive
Directors.

The directors expressed satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31,2025, the Board of Directors of the Company comprises
of 7 (Seven) Directors consisting of a Whole-Time Director and 6 (Six)
Non-Executive Directors, including 1 (one) woman director and 4 (Four)
Independent Directors. The constitution of the Board of the Company is in
accordance with Section 149 of the Act read with Regulation 17 of SEBI
Listing Regulations.

On the basis of the written representations received from the Directors,
none of the Directors of the Company were disqualified under Section
164 (2) of the Act to hold their respective offices.

In accordance with the provisions of the Act and the Articles of
Association of the Company, Mr. Girish Jain (DIN: 00151673), Non¬
Executive Director of the Company will retire by rotation at the ensuing
Annual General Meeting. The Board of Directors on the recommendation
of the Nomination and Remuneration Committee and based on report
of performance evaluation, has recommended re-appointment of Mr.
Girish Jain (DIN: 00151673) as Director of the Company liable to retire
by rotation. Mr. Girish Jain (DIN: 00151673) being eligible has offered
himself for re-appointment. A resolution seeking shareholder's approval
for his re-appointment along with the required details forms part of the
Notice of AGM.

The Board of Directors of the Company at its meeting held on August
10, 2024, basis the recommendation of the NRC and based on the
evaluation of the balance of skills, knowledge, experience and expertise
considered and approved the appointment of Mr. Suhas Sahakari (DIN:
08168414) and Mr, Shyam Ramsharan Khandelwal (DIN: 05147157) as
Additional Directors (Non-Executive, Independent) for a period of 2 (Two
consecutive years commencing from August 10, 2024, who is not liable
to retire by rotation. The said appointment was subsequently approved
by the Members at 36^th Annual General Meeting held on September 24,

2024.

During the year under review, the tenure of Mr. Nitin Kulkarni (DIN:
02297383) and Mr. Sureshchandra Aythora (DIN: 00085407), Non¬
Executive, Independent Directors ended on 25 September, 2024
after completion of their second term. The Board placed on records
its appreciation towards Mr. Nitin Kulkarni (DIN: 02297383) and Mr.
Sureshchandra Aythora (DIN: 00085407) for their valuable guidance
and services rendered by them during their tenure as an Independent
Directors of the Company.

Further, the Board, with profound grief, regretfully informs the the demise
of Shri Inderchand Jain (DIN: 00178901), Chairman and Promoter (Non¬
Executive and Non-Independent Director), aged 85 years, on March 01,

2025. Shri Inderchand Jain, the founder of the Company, played a pivotal
role in establishing and nurturing its growth, making it a distinguished
name in the business of financial services..

The Board on the recommendation of NRC and in accordance with
provisions Section 149, 152 of the Act read with Schedule IV and all
other applicable provisions of the Companies Act, 2013 and Regulations
16(1)(b) and 17 of the Listing Regulations, has re-appointed Mr. Vijay
Indukumar Joshi (DIN: 00151550), as a Non-Executive Independent
Director for the second consecutive term 3(three) consecutive years with
effect from September 07, 2025 up to the conclusion of the 40^th AGM of
the Company to be held in respect of Financial Year ending 31^st March,
2028.

Further, Mr. Behla Tambawala ceased to be the Company Secretary
and Compliance Officer (KMP) of the Company w.e.f April 19, 2024 and
Ms. Khushbu Bohra , Associate Member of the Institute of Company
Secretaries of India was appointed as the Company Secretary and
Compliance Officer (KMP) of the Company w.e.f. May 13, 2024.

DECLARATION OF INDEPENDENCE

The Company has received declarations from all the Independent
Directors of the Company confirming that they meet with the criteria of
independence prescribed under the Act, and the Listing Regulations. The
Independent Directors have confirmed that they have registered their
names in the data bank maintained with the Indian Institute of Corporate
Affairs.

In the opinion of the Board, there has been no change in the circumstances
which may affect their status as Independent Director of the Company
and the Board is satisfied of the integrity, expertise, and experience
including proficiency in terms of Section 150(1) of the Act and applicable
rules made thereunder.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND COMPANY’S OPERATIONS IN

FUTURE

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

ADEQUACY OF INTERNAL CONTROL

The Company has in place adequate financial controls commensurate
with its size, scale and complexity of its operations. The Company
has in place policies and procedures required and efficiently conduct
its business, safeguard its assets, detect frauds and errors, maintain
accuracy and completeness of accounting records in a timely and reliable
manner.

The Company continues to have periodical internal audits conducted
of all its functions and activities to ensure that system and processes
are followed across all areas. During the year under review, no material
or serious observation has been received from the Auditors of your
Company citing inefficiency or inadequacy of such controls.

SECRETARIAL STANDARDS:

The Company has devised proper systems to ensure compliance with
the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (‘ICSI') and during the year under review, the
Company has complied with all the applicable provisions of the standards.

PARTICULARS OF EMPLOYEES

The information required under Section 197 (12) of the Companies
Act, 2013 read with rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are given below:

i. The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial
year 2024-25;

*Sitting fees paid to all the Non-Executive Directors of the Company.

The median remuneration is calculated based on the salary paid during
the financial year to employees on payroll as on March 31,2025.

ii. The percentage increase in remuneration of each Director, Chief
Financial Officer, Company Secretary, if any, in the financial
year;

‘entitled only for sitting fees

iii. The percentage increase in the median remuneration of
employees in the financial year: there was no increase in the
median remuneration of employees.

iv. The number of permanent employees on the rolls of Company
as on March 31,2025: 6 (Six)

v. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last
financial year and its comparison with the percentile increase in
the managerial remuneration and justification thereof and point
out if there are any exceptional circumstances for increase in
the managerial remuneration:

There is no increase in Average percentile in salaries of employees
other than managerial Personnel.

vi. Affirmation that the remuneration is as per the remuneration
policy of the Company:

The Company affirms remuneration is as per the remuneration
policy of the Company.

There are no employees falling within the purview of Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, no such details, are required to be given.

PREVENTION OF INSIDER TRADING

The Company has adopted “Internal Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons & Code of Practices
and Procedures for Fair Disclosures of Unpublished Price Sensitive
Information” (“Code”) as amended from time to time with a view to regulate
trading in securities by the Directors, designated persons of the Company
including their immediate relatives. The Code requires pre-clearance for
dealing in the shares of the Company for consideration more than the
threshold limit provided therein and prohibits trading in shares of the
Company by the Directors, designated persons including their immediate
relatives while in possession of unpublished price sensitive information in
relation to the Company and during the period when the Trading Window
is closed.

The Board is responsible for implementation of the Code. All the Board
Members and the designated employees have confirmed compliance with
the said Code. The Code has been made available on the Company's
website at https://kimcfinserv.com/investor-relations/codes-and-policies.

WHISTLE BLOWER/VIGIL MECHANISM

The Company has adopted a Whistle Blower Policy and has established
the necessary vigil mechanism for directors and employees in
confirmation with Section 177(9) of the Act and Regulation 22 of SEBI
Listing Regulations to report concerns about unethical behaviour, actual
or suspected fraud or violation of the Company's Code of Conduct or
Ethics Policy. The policy provides for adequate safeguards against
victimization of employees under the mechanism and also provides for
direct access by any employee to the Chairperson of the Audit Committee
for such matters.

The Company is committed to adhere to the highest standards of ethical,
moral and legal conduct of business operations. During the year under
review, no person was denied access to the Chairperson of the Audit
Committee.

During the financial year, no cases under this mechanism were reported
to the Company and/or to any of its subsidiaries/associate. The Whistle
Blower Policy has been posted on the website of the Company at https://
kimcfinserv.com/investor-relations/codes-and-policies.

INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Act, read with Investor Education
Protection Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016, as amended (‘Rules'), underlying Shares pertaining to
dividends remained unclaimed for a period of seven years from the date
of transfer to the Unpaid Dividend Account of the Company are liable to
be transferred to the IEPF.

Shareholders /claimants whose shares, unclaimed dividend, have been
transferred to the aforesaid IEPF Account or the Fund, as the case may
be, may claim the shares or apply for refund by making an application
to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov.
in) along with requisite fee as decided by the IEPF Authority from time
to time.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

During the year under review, the Policy on Prevention of Sexual
Harassment at work place is not applicable to the Company.

ADHERENCE TO PROVISIONS OF THE MATERNITY BENEFIT ACT,
1961:

The Company confirms its compliance with the provisions of the Maternity
Benefit Act, 1961 and the rules made thereunder. All applicable benefits,
including paid maternity leave, nursing breaks, and other entitlements
under the Act, are duly extended to eligible women employees. The
Company remains committed to fostering a supportive and inclusive
workplace in accordance with the statutory requirements and best
practices.

MANAGEMENT DISCUSSION AND ANALYSIS

A report on the Management Discussion and Analysis for the financial
year under review is annexed and forms part of this report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING IS PENDING
UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (“IBC”)
DURING THE YEAR ALONG WITH ITS STATUS AS AT THE END OF
FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy
Code; hence the requirement to disclose the details of application made
or any proceeding pending under the Insolvency and Bankruptcy Code,
2016, during the year along with their status as at the end of the financial
year is not applicable.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION
DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION
DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not entered into one-time settlement for any loan or
credit facilities from any Bank or Financial Institutions been made during
the period under review.

MAINTENANCE OF COST RECORDS AND COST AUDIT

During the year under review, provisions of Rule 8(5)(ix) of the Companies
(Accounts) Rules, 2014 read with Section 148(1) and rule 3 and 4 of the
Companies (Cost Records and Audit) Rules, 2014, were not applicable
on the Company.

OTHER DISCLOSURES

The Board of Directors confirm that no disclosure or reporting is required
in respect of the following matters as there were no transactions on these
matters during the financial year 2024-25:

1. issue of equity shares with differential rights as to dividend, voting or
otherwise;

2. Issue of sweat equity shares to its directors or employees;

3. Non-exercising of voting rights in respect of shares purchased
directly by employees under a scheme pursuant to Section 67(3)
of the Act read with Rule 16(4) of Companies (Share Capital and
Debentures) Rules, 2014;

4. revision of financial statements and Board's Report of the Company
pertaining to previous financial years, during the year under review.

ACKNOWLEDGMENT

Your directors would like to express their gratitude to the shareholders
for reposing unstinted trust and confidence in the management of the
Company and will also like to place on record their sincere appreciation for
the continued co-operation, guidance, support and assistance extended
by our bankers, customers, Government & Non-Government Agencies &
various other stakeholders.

Your directors also place on record their appreciation of the vital
contribution made by employees at all levels and their unstinted support,
hard work, solidarity, cooperation and stellar performance during the year
under review.

For and on behalf of the Board of Directors
For KJMC Financial Services Limited

Rajnesh Jain Girish Jain

Whole-Time Director Chairman

DIN : 00151988 DIN: 00151673

Place: Mumbai
Date: August 08, 2025