Jio Financial Services Ltd

Dear Members,

The Board of Directors present the Company's First Annual Report (Post Listing) and the Company's audited financial statements for the financial year ended March 31, 2024.

Financial Results

The Company's financial performance (standalone and consolidated), for the financial year ended March 31, 2024 is summarised below:

^ in crore

Note: The Scheme of demerger of financial services business of Reliance Industries Limited was effective closing business hours of March 31, 2023. Hence figures of current and previous financial years are not comparable.

Results of operations and the state of Company's affairs

The Company is a systemically important non-deposit taking non-banking financial company ("NBFC-ND-SI") registered with the Reserve Bank of India ("RBI"). The Company has been classified as a Middle Layer NBFC pursuant to Master Direction- Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023. The Company has filed an application with RBI for conversion to Core Investment Company ("CIC").

Highlights of the Company's financial performance for the year ended March 31, 2024 are as under:

Standalone

The standalone profit after tax of the Company for the year ended March 31, 2024 increased to ^ 382.47 crore from ^ 31.25 crore for year ended March 31, 2023 primarily due to increase in total income to ^ 638.06 crore represented by interest income, realised gains on sale of investments and unrealised gains on changes in fair value of investments, offset by increase in total expenses representing increase in staff costs and other operating overheads in line with the setting up of the business operations of the Company.

The Company has transferred an amount of ^ 76.50 crore to the Statutory Reserve fund in compliance with the provisions of Section 45IC of the Reserve Bank of India Act, 1934 and has not transferred any amount to the General Reserve for the year under review.

Consolidated

The consolidated profit after tax of the Company for the year ended March 31, 2024 increased to T 1,604.55 crore from T 31.25 crore for year ended March 31, 2023 primarily due to increase in total income to T 1,854.68 crore represented by interest income on investments, dividend on investments, realised and unrealised gains on investments and increase in the share of net profit from the associates offset by increase in the total expenses represented by staff expenses and other operating overheads reflecting a general increase in the business.

The staff expenses in FY2024 were T 116.04 crore reflecting the costs of employees of the Company and its subsidiaries. The Company has invested in manpower to enable the business development of the Company and its subsidiaries.

As part of its growth trajectory, the Group has invested in enhancing its technology stack, setup of the proposed Asset Management Company ("AMC") and in legal and professional fees, increasing the Other Operating expense to T 177.43 crore in FY24.

Dividend

The Board of Directors have not recommended any dividend for the year under review.

The Dividend Distribution Policy adopted by the Company, in accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is available on the Company's website and can be accessed at www.ifs.in/dividend-distribution-policv.pdf

Details of material changes from the end of the financial year

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this Report.

Material events during the year under review

• Scheme of Demerger of Financial Service Business of Reliance Industries Limited into the Company

During the year under review, the Hon'ble National Company Law Tribunal, Mumbai Bench, vide its order dated June 28, 2023, had sanctioned the Scheme of Arrangement between (i) Reliance Industries Limited ("RIL") and its shareholders and creditors; & (ii) the Company and its shareholders and creditors ("the Scheme"). The Appointed Date for the Scheme was closing business hours of March 31, 2023. The Effective Date for the Scheme was July 01, 2023.

• Change in the Registered Office of the Company

The Registered Office of the Company was shifted, within the local limits of the city, from 9^th Floor, Maker Chambers IV, 222, Nariman Point, Mumbai 400 021 to 1^st Floor, Building 4NA, Maker Maxity, Bandra Kurla Complex, Bandra (East), Mumbai 400 051 effective July 20, 2023.

• Change in Name of the Company

In terms of the Scheme, upon receipt of no objection from RBI and a fresh certificate of incorporation from the Registrar of Companies, Maharashtra at Mumbai, the name of the Company was changed from Reliance Strategic Investments Limited to Jio Financial Services Limited effective July 25, 2023.

• Change in Share Capital

a) Authorised Share Capital:

In terms of the Scheme, the Authorised Share Capital of the Company stood altered, reclassified and increased as under:

(b) Paid-up Share Capital:

In terms of the Scheme;

(i) The Board of Directors had allotted 635,32,84,188 equity shares having face value of ^ 10 each on August 10, 2023 to the eligible shareholders of the RIL, whose names were recorded in Register of Members and / or records of depositories on the Record Date i.e. July 20, 2023; and

(ii) The entire pre-scheme paid-up share capital of the Company comprising 20,20,200 equity shares of face value of ^ 10 each and 31,48,155 preference shares of ^ 1 each held by RIL stood cancelled and reduced, upon allotment of 635,32,84,188 equity shares by the Company.

As on March 31, 2024 and date of this Report, the paid-up equity share capital of the Company is ^ 6353,28,41,880/- consisting of 635,32,84,188 equity shares having face value of ^ 10 each.

• Listing at BSE Limited and National Stock Exchange of India Limited

In terms of the Scheme, 635,32,84,188 equity shares of the Company were listed on BSE Limited and National Stock Exchange of India Limited effective August 21, 2023.

• Joint Venture with BlackRock

The Company, BlackRock, Inc., BlackRock Advisors Singapore Pte. ltd. and BlackRock Financial Management, Inc. have agreed to form a Joint Venture to enter India's Asset Management Industry on July 26, 2023. Accordingly, the Company and BlackRock Financial Management, Inc. made an application to Securities and Exchange Board of India on October 19, 2023, seeking approval to act as Co-sponsors of a Mutual Fund. The Company, BlackRock, Inc. and BlackRock Advisors Singapore Pte. ltd. have signed an agreement on April 15, 2024 to form a 50:50 Joint Venture for the purpose of undertaking wealth business including incorporation of a wealth management company and subsequent incorporation of a brokerage company in India.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review, as stipulated under the Master Direction- Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 and the Listing Regulations is presented in a separate section, forming part of the Annual Report.

Business operations / performance of the Company and its major subsidiaries

Overview

The Company is an NBFC-ND-SI registered with the Reserve Bank of India. The RBI, while granting its approval for change in the shareholding pattern and control of the Company, pursuant to the Scheme, has stipulated that the Company shall meet eligibility criteria for CIC and apply to RBI for conversion to CIC within six months of the date of the Scheme becoming effective or three months of the date of listing of our equity shares, whichever is earlier. In November 2023, the Company had applied to the RBI for conversion to CIC.

As a CIC, the Company will be a holding company and will operate its financial services business through its consumer facing subsidiaries namely Jio Finance Limited ("JFL"), Jio Insurance Broking Limited ("JIBL"), Jio Payment Solutions Limited ("JPSL"), Jio Leasing Services Limited ("JLSL") and joint venture ("JV") namely Jio Payments Bank Limited ("JPBL"). The Company has entered into a JV with BlackRock to carry out the business of Asset Management, Wealth Management and Broking businesses. The JVs will commence their businesses subject to regulatory approvals.

The Company, through its consumer facing subsidiaries and JVs, aims to enhance accessibility, affordability and prosperity for customers by simplifying financial services. We strive for prudent capital deployment in our businesses with effective risk guardrails.

The Company, through its lending and leasing subsidiaries JFL and JLSL, plans to primarily target key customer segments - unserved and underserved individuals and businesses in urban, semi-urban and rural India to offer a simple, transparent and comprehensive range of lending and leasing solutions catering to rapidly evolving customer needs.

The Company, through its insurance broking subsidiary JIBL, distributes insurance products across life, non-life and health from multiple insurance companies to cater to consumers and businesses.

The Company, through its payment aggregator subsidiary JPSL, helps merchants grow their business by giving them solutions which allows them to accept payments, acquire and retain consumers, improve their business operations, and access financial services.

The Company, through its payments bank JPBL, a JV with SBI, provides a comprehensive suite of digital banking solutions, to both individuals and small businesses (including merchants).

Jio Finance Limited

JFL, an NBFC-ND-SI, is uniquely positioned to capture the lending market opportunity by adopting a digital-first business model to cater to consumers and businesses. The product offerings will include secured and unsecured lending solutions such as loan against securities, home loans, supply chain finance and business loans. The portfolio is being built out with due consideration to customer risk profile and business dynamics.

Jio Insurance Broking Limited

JIBL, a Direct Broker licensed by the Insurance Regulatory Development Authority of India (IRDAI) distributes insurance products of multiple insurance companies across the country digitally. The product portfolio includes fire and property insurance for businesses and extended warranty, life, health and motor insurance for consumers. The offering includes bespoke sachet products embedded in the consumer journey. The business growth is being driven by strategic partnerships to facilitate embedded insurance, direct digital approach to customers and large enterprise relationships. JIBL will continue to enhance its digital platforms to ensure that insurance purchasing and management are intuitive and user-friendly. The goal is to provide a seamless digital experience that aligns with the evolving expectations of modern insurance consumers.

Jio Payment Solutions Limited

JPSL, a Payment Aggregator ("PA") having an in-principle approval from the RBI to operate as a PA, helps merchants grow their business by giving them solutions to accept payments across various consumer touch points. The customer segment served includes enterprise merchants, retail and delivery merchants. Merchants will be able to access full suite of payment products and services (i) in-store, using QR code or Point of Sale (POS) devices and (ii) online, using the all-in-one payment gateway infrastructure, which has over 120+ payment options. The business growth is being driven by strategic and technology tie-ups with banks and large enterprises and by creating a low-cost digital distribution architecture. The pilot launch of the Jio Voice Box has marked a significant milestone, enhancing the customer interaction experience during payments.

Jio Leasing Services Limited

JLSL will offer operating lease solutions to consumers and businesses as a Device-as-a-service ("DaaS") model. The model involves embedding a leasing solution along with installation, maintenance and / or support of digital equipment such as Jio AirFiber, laptops, TVs, etc. This model enhances affordability for customers and operating efficiencies for JLSL.

Jio Payments Bank Limited - Joint Venture with State Bank of India

JPBL, a payments bank licensed by RBI, provides digital banking solutions to consumers and small businesses. The services include savings accounts, debit cards, current accounts, wallets, and a host of consumer payment solutions such as UPI, AePS, remittances, etc. Customers are acquired and serviced digitally and through a network of business correspondents. The business is being driven by garnering customer deposits and facilitating daily banking needs at a low cost with a digital-native approach.

Consolidated Financial Statement

The consolidated audited financial statement of the Company, prepared in accordance with the provisions of the Companies Act, 2013 ("the Act") and the Listing Regulations read with Ind AS 110-Consolidated Financial Statement, Ind AS 28-Investments in Associates and Joint Ventures and Ind AS 31-Interests in Joint Ventures, forms part of the Annual Report.

Subsidiary, Joint Venture and Associate Companies

During the year under review, Jio Finance Limited, Jio Payment Solutions Limited and Jio Leasing Services Limited, step- down subsidiaries of the Company, have become direct subsidiaries.

None of the Companies have become and / or ceased to be subsidiary, joint venture or associate of the Company except Jio Infrastructure Management Services Limited which ceased to be subsidiary effective February 08, 2024 during the year under review.

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

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

The Company has formulated a Policy for determining Material Subsidiaries. The Policy is available on the Company's website and can be accessed at www.jfs.in/policy-for-determining-material-subsidiaries.pdf

During the year under review, Reliance Industrial Investments and Holdings Limited, Jio Finance Limited, Jio Payment Solutions Limited and Jio Insurance Broking Limited were material subsidiaries of the Company as per the Listing Regulations.

Secretarial Standards

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

Directors' Responsibility Statement

The Board of Directors of the Company state that:

a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

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

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

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

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

Corporate Governance

The Company is committed to maintain the highest standards of governance. The report on Corporate Governance as per the Listing Regulations is presented in a separate section and forms part of the Annual Report. Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility & Sustainability Report

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report describing the initiatives taken by the Company from an environmental, social and governance perspective is available on the Company's website and can be accessed at www.jfs.in/brsr-report-23-24.pdf

Contracts or Arrangements with Related Parties

During the year under review:

a) All contracts / arrangements / transactions entered by the Company with related parties were in its ordinary course of business and on an arm's length basis; and

b) Prior / omnibus approval of the Audit Committee is obtained for all related party transactions of the Company which are foreseen and of repetitive nature and have been reviewed by the Audit Committee on a quarterly basis.

Details of contracts / arrangements / transactions with related party which are required to be reported in Form No. AOC-2 in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 are annexed herewith and marked as 'Annexure I' to this Report.

The Policy on Materiality of Related Party Transactions and on dealing with Related Party Transactions as approved by the Board is available on the Company's website and can be accessed at www.ifs.in/policy-on-materiality-of-rpt-and- on-dealing-with-rp-ts.pdf

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

Members may refer to Note 36 of the Standalone Financial Statement which sets out related party disclosures pursuant to Indian Accounting Standards.

Corporate Social Responsibility ("CSR")

The CSR policy, indicating the activities to be undertaken by the Company, formulated by the Corporate Social Responsibility

Committee and approved by the Board, can be accessed on the Company's website at www.jfs.in/csr-policv.pdf

In terms of the CSR Policy, the focus areas of engagement shall be rural transformation, affordable healthcare solutions, access to quality education, environmental sustainability and protection of national heritage.

During the year under review, the Company had spent ^ 2,35,75,000/- (2% of the average net profits of the preceding three financial years), towards identified and approved CSR initiatives covered under Schedule VII of the Act, through the implementing agency.

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

Risk Management

The Company's independent risk management function is an integral part of all the organisational activities and effectively manages the financial and non-financial risks faced by the Company. This allows the Company to respond to the change in the external environment amid emergence of new challenges and opportunities with agility.

The risk management activities are overseen by the Board of Directors through Risk Management Committee (RMC), which is responsible for the implementation and monitoring of the risk strategies. The Company has Board approved risk management policy which lay down a well-defined risk management framework to identify, assess and mitigate the risks.

The Company has set up various management level committees, such as Asset Liability Management Committee (ALCO), Operational Risk Management Committee (ORMC), etc., to support RMC in implementing various risk strategies across the organisation.

Further details on the risk management activities including the implementation of risk management policy, key risks identified, and their mitigations are covered in Management Discussion and Analysis section which forms part of the Annual Report.

Internal Financial Controls

The Company has adequate internal controls and processes in place commensurate with the size, scale and nature of its operations with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

The Internal Auditors bring to the attention of the Audit Committee any deficiencies and weaknesses in the internal control systems, if any. The Audit Committee reviews and monitors the remedial actions to ensure its overall adequacy and effectiveness.

Directors and Key Managerial Personnel

During the year under review, the Board of Directors on the basis of recommendation of Nomination and Remuneration Committee ("NRC") had appointed Shri Rajiv Mehrishi, Shri Sunil Mehta and Shri Bimal Manu Tanna as Additional Directors designated as Independent Directors of the Company, effective July 7, 2023. The members of the Company at the Annual General Meeting held on July 12, 2023, had approved the appointment of the aforesaid Directors as Independent Directors for a term of 5 (five) consecutive years to hold the office upto July 6, 2028.

Further, the members of the Company at their meeting held on July 12, 2023 on the recommendation of the Board and NRC, had approved the appointment of Ms. Isha M. Ambani, Shri Anshuman Thakur and Shri Hitesh Kumar Sethia as Directors of the Company effective from the date of receipt of approval of the RBI. RBI approval for the aforesaid appointments was received on November 15, 2023 and their directorship became effective November 15, 2023.

Further, in terms of the approval of members of the Company, Shri Hitesh Kumar Sethia's appointment as Managing Director and Chief Executive Officer of the Company for a period of 3 (three) years, is also effective November 15, 2023.

Shri Hitesh Kumar Sethia was designated as President and Chief Executive Officer (KMP) with effect from July 7, 2023 and held such office till the effective date of his appointment as a Director.

During the year under review, Shri Balasubramanian Chandrasekaran resigned as an Independent Director of the Company effective end of the business hours of July 7, 2023. Further, Shri Sethuraman Kandasamy, Shri Jagannatha Kumar Venkata

Gollapalli and Ms. Jayashri Rajesh had submitted their resignation as Non-Executive Directors of the Company effective end of the business hours of November 17, 2023 upon receipt of approval of RBI for the appointment of new Directors on the Board of the Company.

The Board of Directors places on record its sincere appreciation for the guidance and contribution made by them during their tenure as Directors.

The Board of Directors basis the recommendation of NRC had appointed Ms. Rama Vedashree as an Additional Director designated as an Independent Director of the Company effective March 30, 2024. The term of her appointment as an Independent Director will be for a period of 5 (five) years, and the appointment is subject to approval of members of the Company.

In the opinion of the Board, Shri Rajiv Mehrishi, Shri Sunil Mehta, Shri Bimal Manu Tanna, and Ms. Rama Vedashree possess requisite expertise, integrity and experience (including proficiency).

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Anshuman Thakur, Director of the Company, retires by rotation at the ensuing Annual General Meeting. The Board of Directors, based on the recommendation of NRC, have recommended his re-appointment.

During the year under review, the Company has received declarations from all the Independent Directors of the Company, confirming that:

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

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

The Company had devised, inter alia, the following policies as per Section 178 of the Act and amended the said policies during the year under review in alignment with the Listing Regulations:

• Policy for selection of Directors and determining Directors' Independence; and

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

The aforesaid policies are available on Company's website and can be accessed on the Company's website at www.jfs. in/policv-documents/

The Policy for selection of Directors and determining Directors' independence sets out the guiding principles for the NRC for identifying persons who are qualified to become Directors and to determine the independence of Directors, while considering their appointment as Independent Directors of the Company.

The Policy also provides for the factors in evaluating the suitability of individual board members with diverse background and experience that are relevant for the Company's operations.

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

Fit and Proper Criteria

All the Directors of the Company have confirmed that they meet the fit and proper criteria as stipulated under Master Direction- Reserve Bank of India (Non-Banking Financial Company - Scale Based Regulation) Directions, 2023 issued by RBI.

Performance Evaluation

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

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

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

Auditors and Auditors' Report

a) Statutory Auditors

C K S P and Co LLP, Chartered Accountants (Firm Registration Number - 131228W / W100044) and Lodha & Co LLP, Chartered Accountants, (Firm Registration No. 301051E / E300284) were appointed as Statutory Auditors of the Company for a continuous period of 3 (three) years at the Annual General Meetings held on September 27, 2021 and July 12, 2023 respectively.

C K S P and Co LLP, will cease to hold the office as Statutory Auditors from the conclusion of the ensuing AGM pursuant to completion of tenure of their appointment.

Lodha & Co LLP, have confirmed that they are not disqualified from continuing as the Auditors of the Company.

In accordance with the RBI Circular No. RBI / 2021-22 / 25 on 'Guidelines for Appointment of Statutory Auditors of NBFCs' dated April 27, 2021, the statutory audit of the Company is required to be conducted by joint auditors considering the asset size of the Company being more than ^ 15,000 crore as on March 31, 2024.

In compliance with the aforesaid RBI circular and basis the recommendation of the Audit Committee, the Board of Directors has recommended the appointment of Deloitte Haskins & Sells, Chartered Accountants, (Firm Registration No. 117365W) as Joint Statutory Auditor of the Company for a continuous period of 3 (three) years, from the conclusion of ensuing AGM till the conclusion of the AGM of the Company to be held in the year 2027, to ensure that Statutory Audit of the Company is conducted by the Joint Auditors.

The Auditors' Report for the FY2023-24 does not contain any qualification, reservation, adverse remark or disclaimer. The Notes to the financial statement referred in the Auditors' Report are self-explanatory and do not call for any further comments.

b) Secretarial Auditor

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

Disclosures:

I. Meetings of the Board

Eleven meetings of the Board of Directors of the Company were held during the FY2023-24. The particulars of the meetings held, and attendance of each Director are detailed in the Corporate Governance Report.

II. Committees of the Board

• Audit Committee

The Audit Committee presently comprises Shri Rajiv Mehrishi (Chairman), Shri Sunil Mehta and Shri Bimal Manu Tanna. All the recommendations made by the Audit Committee during the year under review were accepted by the Board of Directors.

• Nomination and Remuneration Committee

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

• Corporate Social Responsibility ("CSR") Committee

The CSR Committee presently comprises Shri Rajiv Mehrishi (Chairman), Shri Sunil Mehta and Shri Bimal Manu Tanna.

• Stakeholders' Relationship ("SR") Committee

The SR Committee presently comprises Shri Sunil Mehta (Chairman), Shri Anshuman Thakur and Shri Hitesh Kumar Sethia.

• Risk Management ("RM") Committee

The RM Committee presently comprises Shri Sunil Mehta (Chairman), Shri Bimal Manu Tanna and Shri Hitesh Kumar Sethia. ^•

• Environmental, Social and Governance ("ESG") Committee

The ESG Committee presently comprises Shri Sunil Mehta (Chairman), Shri Anshuman Thakur and Shri Hitesh Kumar Sethia.

Vigil Mechanism and Whistle-blower Policy

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

The policy is available on Company's website and can be accessed at www.jfs.in/policy-documents/

Particulars of loans given, investments made, guarantees given or securities provided

The Company, being an NBFC registered under Chapter IIIB of the Reserve Bank of India Act, 1934 is exempted from the provisions of Section 186 of the Act relating to loans given and investments made.

The details of loans given, investments made, guarantees given or securities provided, if any, are provided in notes to financial statements.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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

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

There was no foreign exchange earnings and outgo during the year.

Annual Return

The Annual Return of the Company as on March 31, 2024 is available on the website of the Company and can be accessed at www.jfs.in/financials/

Particulars of Employees and Related Disclosures

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

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

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

SEBI Order

The Securities and Exchange Board of India ("SEBI") vide an order dated June 30, 2023 ("SEBI Order"), imposed a penalty of T 7 lakh on the Company in the matter of outstanding long-dated positions in various NIFTY options by the Company in 2017. In an appeal filed by the Company against the SEBI Order, the Hon'ble Securities Appellate Tribunal vide an order dated December 13, 2023, quashed the SEBI order in the absence of any shred of evidence of mutual arrangement with a motive to manipulate the market.

General

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

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

ii. No change in nature of business of the Company.

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

iv. Issue of shares (including sweat equity shares and ESOS) to employees of the Company under any scheme.

v. Managing Director of the Company is not receiving any remuneration or commission from any of its subsidiaries.

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

vii. No fraud was reported by the Auditors to the Audit Committee or the Board of Directors of the Company.

viii. 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.

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

x. There is no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

xi. There was no instance of one-time settlement with any Bank or Financial Institution.

Prevention of Sexual Harassment at Workplace

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

The Company has complied with the provisions relating to the constitution of Internal Complaints Committee under the POSH Act and Rules made thereunder and there were no cases / complaints filed during the year under POSH Act. Training / awareness programmes are conducted during the year to create sensitivity towards ensuring respectable workplace.

Acknowledgement

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

For and on behalf of the Board of Directors