Jhaveri Credits & Capital Ltd

To,

The Members of

JHAVERI CREDITS AND CAPITAL LIMITED

Your Directors have pleasure in presenting the 30^thAnnual Report of Jhaveri Credits and Capital Limited ('The Company') along with the Audited Financial Statements for the financial year ended March 31, 2024 (FY 2023- 24).

FINANCIAL HIGHLIGHTS

The Audited Financial Statements of the Company as on March 31, 2024, are prepared in accordance with the relevant applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

(Rs. in Lakhs)

RESULTS OF OPERATIONS & STATE OF COMPANY'S AFFAIRS

The key aspects of your Company's performance during the financial year 2023-24 are as follows:

During the year under review, the Company achieved revenue of Rs. 2641.73 lakhs and net profit of Rs. 161.03 lakhs on a standalone basis.

CAPITAL STRUCTURE OF THE COMPANY

The Company's paid-up equity share capital stand at Uvl 898.59 lakhs as on March 31, 2024. During the FY under review, your Company has issued 25,22,636 (Twenty Five Lakhs Twenty Two Thousand Six Hundred Thirty Six) equity shares of face value of Rs. 10/- each at a price of Rs. 285/- each payable in cash, aggregating upto Rs. 71,89,51,260 and 5,00,000 (Five Lakhs) warrants, each convertible into, or exchangeable for, 1 (one) fully paid-up equity share of your Company of face value of Rs. 10/- each ('Warrants') at a price of Rs. 285/- each payable in cash ('Warrants Issue Price'), aggregating upto Rs. 14,25,00,000. The warrant holders have paid 25% of the warrant issue price and have options to convert the warrants within a period of 18 months i.e. by July 13, 2025.

DIVIDEND

To conserve the resources, your Directors do not recommend any dividend for the year ended on March 31, 2024.

TRANSFER TO RESERVES

The Board of Directors of the Company has not transferred any amount to the Reserves for the year under review.

DETAILS OF SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

The Company does not have any Subsidiary, Joint Venture or Associate Company.

MATERIAL CHANGES BETWEEN THE DATE OF BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

Meetings of the Board

Fourteen Meetings of the Board of Directors were held during the year. The particulars of the meetings held and attended by each Director are detailed in the Corporate Governance Report.

Committees of the Board

Details of various committees constituted by the Board of Directors as per the provision of the SEBI Listing Regulations and the Companies Act, 2013 are given in the Corporate Governance Report which forms part of this Annual Report.

SHARE CAPITAL

The Authorised Capital of the Company is Rs. 15,00,00,000/- divided into 1,50,00,000 Equity Shares as on March 31, 2024 and The Paid-up Share Capital of the Company as on March 31, 2024 is Rs. 8,98,59,360/- divided into 89,85,936 Equity Shares of Rs. 10 each fully paid up.

ANNUAL RETURN

The Annual Return of the Company as on March 31, 2024 is available on the Company's website and can be accessed at www.jhavericredits.com.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134(3)(c) read with sub-section (5) of the Companies Act, 2013, to the best of their knowledge and ability state that:

a) In the preparation of annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 March 31, 2024 and of the profit of the Company for the year ended on that period;

c) The Directors have taken 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;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down the 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

As of March 31, 2024, your Company's Board had six members comprising of one Managing Director, Two Non-Executive and Non-Independent Directors and Three Non-Executive Independent Directors. The Board has one woman Director.

In accordance with the provisions of Section 152 of the Act, read with rules made thereunder and Articles of Association of the Company, Mr. Bhumit Patel (DIN: 02796255) retires by rotation at the ensuing AGM and being eligible offers himself for re-appointment.

KEY MANAGERIAL PERSONNEL

As of March 31, 2024, your Company's Board had three Key Managerial Personnel:

Mr. Vishnukumar Patel - Managing Director Mr. Bhushan Pithe - CFO*

Mr. Nevil Sheth - Company Secretary & Compliance officer

*Resigned w.e.f. May 30, 2024

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company appointed Mr. Nevil Sheth as Company Secretary w.e.f. May 29, 2023.

Mr. Vikramsinh Gohil resigned as CFO w.e.f. September 23, 2023 due to the change in Management of the Company. The Board of Directors on recommendation of Nomination and Remuneration Committee appointed Mr. Bhushan Pithe as Chief Financial Officer of the Company w.e.f. November 10, 2023.

The members of the Board of Directors of the Company are of proven competence and integrity. Besides having financial literacy, experience, leadership qualities and the ability to think strategically, the Directors have a significant degree of commitment to the Company and devote adequate time for the meetings, preparation and attendance.

Brief details of Directors proposed to be appointed / re-appointed as required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are provided in the Notice of Annual General meeting.

Open offer details

Pursuant to acquisition of 40,23,490 Equity Shares (62.25%) of Jhaveri Credits Limited (Company) by Mr. Vishnukumar Vitthaldas Patel (Acquirer) through Share Purchase Agreement (SPA), the acquirer made an open offer to acquire upto 16,80,458 shares at price of Rs. 16/- constituting 26% of total voting share capital, to the shareholders of the Company. The said open offer remained opened from 03/07/2023 to 14/07/2023 and 7,75,596 shares constituting 12.00% of total voting share capital of the Company were tendered by the shareholders in the open offer.

Accordingly, as on March 31, 2024 acquirer holds 53.00 % Equity Shares of the Company.

Change in Management

During the year under review, Mr. Kamlesh Jhaveri, Chairman and Whole Time Director, Mrs. Rupal Jhaveri, Director, Mr. Bhaderesh, Jhaveri Director, Mr. Ashesh Trivedi, Independent Director and Mr. Satish Trivedi, Independent Director of the company resigned from the board w.e.f. September 23, 2023 due to the change in Management of the Company.The Board noted and accepted their resignation at its meeting held onSeptember 23, 2023. The Board placed on record their appreciation for the valuable services rendered by them.

Appointments/Re-appointments

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of Mr. Vishnukumar Patel as an Managing Director of the Company for a term of 5 (five) consecutive years with effect from September 23, 2023.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of Mr. Bhumit Patel and Ms. Bijal Parikh as an Non - Executive Director of the Company for a term of 5 (five) consecutive years with effect from September 23, 2023.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of Mr. Keyoor Bakshi and Mr. Pranav Patel as an Independent Director of the Company for a term of 5 (five) consecutive years with effect from September 23, 2023.

The Board of Directors based on the recommendation of the Nomination and Remuneration Committee, recommended appointment of Mr. Pareshkumar Patelas an Independent Director of the Company for a term of 5 (five) consecutive years with effect from November10, 2023.

Policy on Directors' Appointment and Remuneration

The Nomination and Remuneration Policy for Directors, Key Managerial Personnel and other employees sets out the guiding principles for the Nomination and Remuneration Committee for recommending to the Board the remuneration of the Directors, Key Managerial Personnel and other employees of the Company. The policy is available on the Company's website at https://jhavericredits.com/download/Statutory/Nomination&RemunerationPolicy_JCCL.pdf

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that a) they meet the criteria of independence prescribed under the Act and the Listing Regulations and b) they have registered their names in the Independent Directors' Databank. The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the Nomination and Remuneration Committee for identifying persons who are qualified to become Directors and to determine the independence of Directors, in case of 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 background and experience that are relevant for the Company's operations. The said policy is put up on the Company's website and can be accessed at https://jhavericredits.com/download/Statutory/T&CofAppointmentofIDs_JCCL.pdf

The Board is of the opinion that all the Independent Directors of the Company strictly adhere to corporate integrity, possesses requisite expertise, experience and qualifications to discharge the assigned duties and responsibilities as mandated by the Companies Act, 2013 and Listing Regulations diligently.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loan given, investments made, guarantees given and securities provided covered under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

Statutory Auditors

M/s. MARKS & Co., Chartered Accountants (Firm Registration No. 139476W) Ahmedabad are the Statutory Auditors of the Company for the year ended March 31, 2024 and whose term is expiring at ensuing Annual General Meeting.

The Board of Directors recommends to appoint M/s. KDN & Associates LLP Chartered Accountants (Firm Registration No. 131655W/W100691) as Statutory Auditor of the Company for a term of 5 (Five) years from the conclusion of 30th Annual General Meeting till the conclusion of 35th Annual General Meeting.

Auditors Report

M/s. Marks & Co, Chartered Accountants, Ahmadabad having Firm Registration No. 139476W, conducted statutory audit of Company for financial year ended on March 31, 2024, Independent Auditors Report forms part of financial statement as part of Annual Report. There are no qualifications or adverse remarks in the

Auditors" Report which require any clarification/ explanation. The Notes on financial statements are self- explanatory, and needs no further explanation.

These financial statements for the year ended March 31, 2024, are prepared in accordance with IND-AS.

Disclosure of total fees paid to Statutory Auditor

Total fees for all services paid by the Company to statutory auditors of the Company during the year ended March 31, 2024, are Rs. 0.50 lakh.

Secretarial Auditors

The Board of Directors of the Company had appointed M/s. Parikh Dave & Associates, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2023-24. Secretarial Audit Report is annexed herewith as Annexure- I to this report. The Secretarial Audit Report has qualification during the period of report and Management's Explanation on the Secretarial Auditor's Qualification is as following:

(i) The required disclosure under Regulation 29, 31 and Regulation 10 of SAST Regulations were not made with in prescribed time as stipulated in Regulation and the same were submitted subsequently as per the communication from BSE.

In respect of the above qualification, Management's Explanation is as under:

The erstwhile Promoters of the Company has submitted disclosure under Regulation 29, 31 and Regulation 10 of SAST Regulations, when it come to their knowledge during the period of Open offer and on receipt of disclosure from the Promoter and Promoter Group, the Company disclosed the same under prescribed regulation of the SEBI SAST Regulations.

(ii) Non-compliance / late compliance for Regulations 6(1), 17(1), 27, 31, 33 and 34 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In respect of the above qualification, Management's Explanation is as under:

The BSE issued SOP for late submission / non-compliance of various regulations of the SEBI Listing Regulations before the period of current financial year and the Company paid the penalty to the stock exchange for the same non-compliance and the new management of the Company will take care of the SEBI Compliance applicable to the Company.

(iii) Code of Internal Procedures and Conduct for Prevention of Insider Trading in Securities of Jhaveri Credits and capital limited and the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.

In respect of the above qualification, Management's Explanation is as under:

The Company imposed penalty of Rs. 2,000/- against the nominal profit of Rs. 5.50/- earned by the Promoter in the trade executed by him in contravention of PIT Regulations. The details of this non- compliance have been reported to Stock Exchange by Company on March 8, 2024 and the penalty amount has been credited on March 7, 2024 in the designated fund of SEBI i.e. Investor Protection and Education Fund.

SECRETARIAL STANDARDS

During the year under review, the company has complied with the applicable secretarial standards i.e. SS-1 and SS-2, relating to the "meeting of the Board of Directors" and "General Meetings", issued by the "Institute of Company Secretaries of India", have been duly followed by the company.

Meeting of Independent Directors

Meeting of the Independent Directors of the Company was held on March 30, 2024 wherein all the independent directors were present.

RELATED PARTY TRANSACTIONS

There were no materially significant related party transactions entered into between the Company, Directors, management or their relatives. Hence, disclosure in Form AOC-2 is not provided. All the contracts / arrangements / transactions entered into by the Company with the related parties during the financial year 2023-24 were in the ordinary course of business and on arm's length basis as disclosed in the financial statements. The details of related party disclosure form a part of notes to the financial statements provided in the annual report.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEES AND BOARD

A formal evaluation mechanism has been adopted for evaluating the performance of the Board, the Committees thereof and individual Directors. The evaluation is based on criteria which include, among others, providing strategic perspective, integrity and maintenance of confidentiality and independence of judgment, attendance, time devoted and preparedness for the Meetings, quality, quantity and timeliness of the flow of information between the Board Members and the Management, contribution at the Meetings, effective decision making ability, monitoring the corporate governance practices, role and effectiveness of the Committees and effective management of relationship with stakeholders Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of its directors individually and the committees of the Board and the same is reviewed by the Nomination and Remuneration Committee.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Provisions of the Section 135 of the Companies Act, 2013 and the Rules framed thereunder are not applicable to the Company. Hence CSR report is not required to be annexed.

DEPOSITS

During the year under review, your Company has not accepted deposits covered under Section 73 of the Companies Act, 2013

PARTICULARS OF EMPLOYEES AND OTHER ADDITIONAL INFORMATION

The information required pursuant to Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided separate annexure forming part of this Report as Annexure II.

The statement containing particulars of employees as required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the Registered office of the Company during business hours on working days of the company up to the date of ensuing Annual General Meeting. If any member is interested in inspecting the same, such member may write to the company secretary in this regard.

VIGIL MECHANISM & WHISTLE BLOWER POLICY

The Company has a Vigil mechanism & Whistle blower policy under which the employees are free to report violations of applicable laws and regulations. The reportable matters may be reported to the Vigilance & Ethics Officer which operates under the supervision of the Audit Committee, as protected disclosures through an e- mail, or dedicated telephone line or a written letter. Employees may also report directly to the Chairman of the Audit Committee. The said Policy is available on the website of the Company at https://jhavericredits.com/download/Statutory/WhistleBlowerPolicy_JCCL.pdf

MANAGEMENT DISCUSSION & ANALYSIS REPORT

This Annual Report contains a separate section on the Management Discussion and Analysis as Annexure- III, which forms part of the Director's Report.

CORPORATE GOVERNANCE

Separate reports on Corporate Governance compliance and Management Discussion and Analysis as stipulated by the SEBI Listing Regulations forms part of this Annual Report along with the required Certificate from Practising Company Secretary regarding Compliance of the conditions of Corporate Governance as stipulated.

In Compliance with Corporate Governance requirements as per the SEBI Listing Regulations, your Company has formulated and implemented a Code of Business Conduct and Ethics for all Board Members and Senior Management Personnel of the company, who have affirmed the compliance thereto.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the Financial Year ended March 31, 2024 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued there under. The Annual Secretarial Compliance Report issued by M/s. Parikh Dave & Associates, Practicing Company Secretary has been submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

A. Conservation of Energy

Being a responsible Company, Jhaveri's daily operations are not energy-intensive. The Company follows energy efficient practices to contribute its bit in energy conservation.

i) Steps taken or impact on conservation of energy:

The Company believes that energy conservation is a collective effort and works towards ensuring implementation of energy efficient techniques by the staff by providing training and conducting awareness programmes.

ii) Steps taken for utilization of alternate sources of energy:

1. The Company follows energy-efficient techniques like limiting the use of artificial lights and encouraging use of natural light as much as possible.

2. The Company uses energy efficient CFL or LED lights in place of regular bulbs to save energy.

3. The Staff has been advised to use hibernation mode on Computers when it is not in use.

4. All the employees are trained of the energy-saving features of appliances and other electronics like the printers and air-conditioners.

5. The company ensures to replace the outdated electronic equipment with certified energy efficient ones.

iii) Capital investment on energy conservation equipments:

No significant capital investment is made on energy consumption equipment which can be quantified.

B. Technology absorption

Operations of the company do not involve any kind of special technology and there was no expenditure on research & development during this financial year.

C. Foreign Exchange Earnings and Outgo

During the Financial Year, the foreign exchange earned in terms of actual inflows was NIL, whereas the foreign exchange in terms of actual outflows was NIL.

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and Rules made thereunder, the Company has formed Internal Committee for various workplaces to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of Sexual Harassment, which ensures a free and fair enquiry process with clear timelines for resolution. There were no cases/complaints filed during the year under POSH Act.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees 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.

INSURANCE

The assets of your Company have been adequately insured.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has put in place a Risk Management Policy which aims at enhancing shareholders' value and providing an optimum risk-reward trade off. The risk management approach is based on a clear understanding of the variety of risks that the organisation faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation measures.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

LISTING

The Equity shares of the company are listed on Bombay Stock Exchange Limited and Company has paid Annual Listing Fees up to the Year 2024-25.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.jhavericredits.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

Reclassification of Promoters/ Promoter Group to Public

During the year under review, the Board of Directors of the Company had received requests from the following Promoters and Members of the Promoter Group of the Company, for reclassifying their shareholding in the Company from the "Promoter and Promoter Group" category to the "Public" category, in accordance with Listing Regulations as amended and other rules, regulations and guidelines, as applicable, in this regard:

The Board of Directors of the Company at its meeting held on January 13, 2024, considered and approved the re-classification of the status of the said Promoters from Promoter Category to Public Category of the Company, subject to necessary approvals from, the Securities and Exchange Board of India (SEBI) and/or Stock Exchanges, as may be required. Pursuant to the same, an application in terms of Regulation 31A of Listing Regulations was made to the Stock Exchanges for their approval for the reclassification.

The Application is under process with Stock Exchange i.e. BSE Limited for reclassification of the said Promoters to Public Category of the Company as on the signing of this report.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Act.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this Report.

4. Fraud reported by the Auditors to the Audit Committee or the Board of Directors of the Company

5. 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.

6. Payment of remuneration or commission from any of its holding or subsidiary companies to the Managing Director of the Company.

7. Change in the nature of business of the Company.

8. Instances of transferring the funds to the Investor Education and Protection Fund.

9. Under Corporate Insolvency Resolution Process under the Details of any application filed for corporate insolvency and Bankruptcy Code, 2016.

10. Maintenance of Cost Records specified by the Central Government under Section 148 of the Companies Act, 2013

11. The requirement to disclose the 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.

12. There have been no significant material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and members of the Company.