Figures in bracket represents deductions.

Results of operations and the state of Company's affairs

During the year under review, the Company has been converted from
a systemically important non-deposit taking Non-Banking Financial
Company ("NBFC-ND-SI”) to a non-deposit taking systemically
important Core Investment Company ("CIC-ND-SI”) effective July 9,
2024 pursuant to grant of certificate of registration by the Reserve
Bank of India ("RBI”).

Highlights of the Company's financial performance for the
year ended March 31, 2025 are as under:

Standalone

The standalone profit after tax of the Company for the year ended
March 31, 2025 increased to ^548.91 crore from ^382.47 crore for the
year ended March 31, 2024, primarily due to an increase in total income
represented by interest income, realised gain on sale of investments
and unrealised gains on changes in fair value of investments, offset by
increase total expense representing increase in staff costs and other
operating overheads.

The Company has transferred an amount of ^109.80 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, 2025, increased to ^1,612.59 crore from ^1,604.55 crore for
the year ended March 31, 2024, primarily due to an increase in total
income represented by interest income, dividend on investments,
realised gain on sale of investments and unrealised gains on
changes in fair value of investments offset by increase total expense
representing increase in staff costs and other operating overheads
reflecting general increase in the business.

Dividend

The Board of Directors have recommended a dividend of ^0.50/- (Fifty
paise) per equity share of ^10/- (Rupees Ten only) each. The Dividend
is subject to approval of members at the ensuing Annual General
Meeting and shall be subject to deduction of income tax at source.

The dividend recommended is in accordance with the Company's
Dividend Distribution Policy. The said policy is available on the
Company's website and can be accessed at www.jfs.in/dividend-
distribution-policy.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 to which financial statement relates to and
date of this Report.

Material events during the year under review

• Conversion of the Company as Core Investment
Company

The RBI has granted certificate of registration dated July
9, 2024 approving the conversion of the Company from a
NBFC-ND-SI to CIC-ND-SI.

• Approval of Department of Economic affairs for
foreign investment up to 49% of the paid-up share
capital of the Company

In terms of the Scheme of Arrangement between Reliance
Industries Limited ("RIL”) and its shareholders and creditors &
the Company and its shareholders and creditors, sanctioned
by the Hon'ble National Company Law Tribunal, Mumbai
bench vide its order dated June 28, 2023 ("Scheme”), all
eligible shareholders of RIL (including existing non-resident
shareholders of RIL) were allotted shares of the Company.

As per the provisions of the Foreign Exchange Management
(Non-Debt Instruments) Rules, 2019 and the FDI Policy,
foreign investment in a CIC is permitted under Government
approval route.

Accordingly, post conversion of the Company as a CIC,
approval of Department of Economic Affairs, Ministry of
Finance was obtained on August 19, 2024, for:

i. existing foreign investment in the Company arising
out of the Scheme; and

ii. increase in aggregate limits of foreign investment
(including FPIs) in the Company up to 49% of the
paid-up equity share capital on fully diluted basis
with specific approval of the Government for any
foreign direct investment.

• Approval of Ministry of Corporate Affairs for appointment
of Shri Hitesh Sethia as a Managing Director

The Ministry of Corporate Affairs vide letter dated April 24,
2024, has accorded its approval for the appointment of Shri
Hitesh Sethia (being a foreign national) as a Managing Director
effective November 15, 2023, for a period of three years.

• Reduction in paid-up equity share capital of the
Company

In terms of the Scheme, consequent to the forfeiture and
cancellation of 1,42,565 partly paid-up equity shares by RIL
effective October 22, 2024, 1,42,565 equity shares of face
value of ^10 each of the Company held by "JFSL TRUST
PPS-(RIL)” stood cancelled without any consideration and
the corresponding equity share capital of the Company stood
reduced effective October 22, 2024.

Accordingly, the paid-up equity share capital of the
Company stood reduced from ^6353,28,41,880/- comprising
635,32,84,188 equity shares of TI0 each to ^6353,14,16,230/-
comprising 635,31,41,623 equity shares of ^10 each.

• Joint Venture with BlackRock
Asset Management business:

The Securities and Exchange Board of India ("SEBI”) vide letter
dated October 3, 2024, has granted in-principle approval to the
Company and BlackRock Financial Management Inc. to act as
co-sponsors and set up the proposed mutual fund.

Pursuant to the in-principle approval of SEBI, the Company and
BlackRock Advisors Singapore Pte. Ltd. have incorporated joint
venture companies namely, 'Jio BlackRock Asset Management
Private Limited' and 'Jio BlackRock Trustee Private Limited' on
October 28, 2024, to carry on, inter alia, the primary business
of mutual fund, subject to regulatory approvals.

The Sponsors have submitted an application to SEBI for
registration of Jio BlackRock Mutual fund as a mutual fund
under SEBI (Mutual Fund) Regulations 1996, which is under
consideration as on date of this Report.

Wealth management and broking business:

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 management and broking business,
including incorporation of a wealth management company and
subsequent incorporation of a brokerage company in India.

The Company and BlackRock Advisors Singapore Pte. Ltd. have
incorporated a joint venture company namely "Jio BlackRock
Investment Advisers Private Limited” on September 6, 2024, to
carry on, inter alia, the primary business of investment advisory
services subject to regulatory approvals.

Further, Jio BlackRock Investment Advisers Private Limited has
incorporated a wholly-owned subsidiary namely "Jio BlackRock
Broking Private Limited” on January 20, 2025 to carry on, inter
alia, the business of broking subject to regulatory approvals.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under
review, as stipulated under the Core Investment Companies
(Reserve Bank) Directions, 2016 and SEBI (Listing Obligations
and Disclosure Requirements) Regulations 2015 ("the Listing
Regulations”) is presented in a separate section, which forms part
of this Annual Report.

Business operations/performance of the Company and its
major subsidiaries/joint venture companies

Overview

As a CIC, the Company is a holding company, operates its financial
services business through its customer-facing subsidiaries namely
Jio Credit Limited, Jio Insurance Broking Limited, Jio Payment
Solutions Limited, Jio Leasing Services Limited and Jio Finance
Platform and Service Limited and joint ventures namely Jio
Payments Bank Limited, Jio BlackRock Asset Management Private

n

Limited, Jio BlackRock Trustee Private Limited and Jio BlackRock
Investment Advisers Private Limited.

The Company aims to become a digital-first, direct-to-customer
financial solutions provider, simplifying access to financial services
for customers, focusing on their core financial needs: Borrow,

Invest, Transact and Protect.

Accordingly, the Company's operations span four pillars - Lending
& Leasing, Payments, Insurance and Investments. The Company
strives for prudent capital deployment in its businesses, with a
focus on unit profitability, in compliance with regulations and within
risk guardrails.

The primary digital distribution channel for the Company is the
JioFinance app, through which it offers retail-focused products and
services to customers.

Lending & Leasing:

Jio Credit Limited (JCL)

JCL, a non-deposit-taking Non-Banking Financial Company, 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 include secured lending
solutions such as home loans, loan against property, loan
against mutual funds, loan against securities, supply chain
finance and business loans. The portfolio is being built out
with due consideration to customer risk profile and evolving
business dynamics.

JCL was formerly known as Jio Finance Limited. The name has
been changed to Jio Credit Limited pursuant to receipt of fresh
certificate of incorporation dated April 1, 2025 from Registrar
of Companies, Mumbai.

Jio Leasing Services Limited (JLSL)

JLSL offers 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 and devices.

JLSL also has formed JV company with Reliance Strategic
Business Ventures Limited, called Reliance International Leasing
IFSC Private Limited, which is engaged in the business of ship
and aircraft leasing, based out of the GIFT City in Gujarat.

Payments:

Jio Payment Solutions Limited (JPSL)

JPSL has an online payment aggregator licence from the
RBI. It provides a robust and scalable omni-channel payment
platform which helps merchants grow their business. The
customer segments served include enterprise, retail and
delivery merchants across India. Merchants can access a full
suite of payment products, including online payments, in-store
payments and remote payments. JPSL powers the JioSoundPay
feature on JioBharat feature phones, an innovative solution
which gives small merchants a single, seamless platform
for connectivity and payments. The Jio Voice Box also gives
small business owners a convenient and interactive payments
experience through audio notifications.

Jio Payments Bank Limited (JPBL, Joint Venture with
State Bank of India*)

JPBL, a payments bank licensed by RBI, provides digital
banking solutions to consumers and small businesses.
Customers are acquired and serviced digitally and through
a network of business correspondents. JPBL facilitates daily
banking needs for customers across urban and semi-urban
areas with a digital-native approach and at a fraction of the
cost. The services include savings accounts, debit cards,
current accounts, wallets and a host of consumer payment
solutions such as UPI, AePS and remittances.

On March 4, 2025, the Board of Directors approved the
acquisition of balance stake of JPBL held by State Bank of India.

The proposed transaction is subject to regulatory approvals.

Post consummation of the transaction, JPBL will become a
wholly-owned subsidiary of the Company.

Protection:

Jio Insurance Broking Limited (JIBL)

JIBL is a direct broker licensed by the Insurance Regulatory
Development Authority of India. JIBL offers a comprehensive
range of life, non-life and health insurance products, through
three key distribution channels: direct-to-customer, institutional
sales and embedded insurance. JIBL has forged partnerships
with 34 leading insurers across both the public and private
sectors. JIBL aims to deliver simplified insurance solutions
through self-assisted customer journeys on a new-age digital
platform.

Investments:

Jio BlackRock Asset Management Private Limited
(JBAMPL)

JBAMPL is a 50:50 joint venture between the Company and
BlackRock Financial Management Inc. ('the Sponsors').
JBAMPL seeks to combine BlackRock's global investment
expertise and world-class investment management technology
platforms with the Company's digital reach and knowledge of
the local market to provide innovative, affordable and easily
accessible investment solutions for the people of India. In
October 2024, the Sponsors received an in-principle approval
from SEBI to set up a Mutual Fund business and is awaiting the
final registration as on date of this Report.

Jio BlackRock Investment Advisers Private Limited
(JBIAPL)

JBIAPL is a 50:50 joint venture between the Company
and BlackRock Advisors Singapore Pte. Ltd., to carry out
the business of wealth management. JBIAPL will combine
BlackRock's global investment, asset allocation and technology
expertise with the Company's digital reach and scale to
uniquely provide accessible, affordable and personalised
investment solutions to the people of India. JBIAPL awaits the
necessary license to operate as an Investment Adviser.

JBIAPL has incorporated a wholly-owned subsidiary namely
'Jio BlackRock Broking Private Limited' on January 20, 2025, to
carry out a broking business, subject to regulatory approvals.

Jio Finance Platform and Service Limited (JFPSL)

JFPSL hosts the JioFinance application, a comprehensive,
unified platform integrating the diverse products and services
of the Company's customer-facing entities. Its offerings range
from loans and insurance broking to payments, digital gold and
an investment portfolio tracker and spend analyser, covering all
the core financial needs of our customers.

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 Statements and Ind AS 28-Investments
in Associates and Joint Ventures forms part of the Annual Report.

Subsidiary, Joint Venture and Associate Companies

During the year under review, the Company has incorporated:

a. a wholly-owned subsidiary namely Jio Finance Platform and
Service Limited; and

b. joint venture companies namely Jio BlackRock Asset
Management Private Limited, Jio BlackRock Trustee Private
Limited and Jio BlackRock Investment Advisers Private Limited.

Except as stated above, none of the Companies have become and/
or ceased to be the subsidiary, joint venture or associate of the
Company.

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 avoid duplication.

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 said 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 and Jio Credit 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, 2025, 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, 2025
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 this Annual Report. Certificate from Lodha & Co LLP, one of
the joint Statutory Auditors of the Company, confirming compliance
with the conditions of Corporate Governance is attached to the
report on Corporate Governance.

Business Responsibility and Sustainability Report

In accordance with the Listing Regulations, the Business
Responsibility and Sustainability Report ("BRSR”) along with the
disclosures on key performance indicators (KPIs) of BRSR Core
and Independent Assurance Report on the identified sustainability
information are available on the Company's website and can be
accessed at https://www.jfs.in/docs/cms/assets/jfs/investor-relations/
financials/annual-reports/fy2024-2025/brsr-report-24-25.pdf

Contracts or Arrangements with Related Parties

During the year under review, all contracts/arrangements/
transactions entered into by the Company with related parties were
in its ordinary course of business and on an arm's length basis and
prior/omnibus approval of the Audit Committee was obtained for all
related party transactions of the Company which are foreseen and
of repetitive nature. The said transactions have been reviewed by
the Audit Committee on a quarterly basis.

Details of contracts/arrangements/transactions with related parties
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.jfs.in/policy-on-materiality-of-rpt-andon-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

The Corporate Social Responsibility (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 https://www.
jfs.in/docs/cms/assets/jfs/policy-documents/csr-policy-n.pdf

During the year under review, there has been no change in the CSR
policy of the Company.

The Company's CSR efforts are directed towards areas that require
focus and which include 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 T4.71 crore,
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 has an independent risk management function and
is an integral component of its operations, ensuring the effective
management of both financial and non-financial risks. This proactive
approach enables the Company to adapt swiftly to changes in
the external environment, addressing emerging challenges and
opportunities with agility.

The Board of Directors oversees risk management through the
Group Risk Management Committee (GRMC), which is responsible
for implementing and monitoring risk strategies. The Company
has a Board-approved Enterprise Risk Management Policy that
establishes a well-defined framework for identifying, assessing,
and mitigating risks.

To support the GRMC in executing risk strategies across the
organisation, the Company has established various management-
level committees, including the Asset Liability Management
Committee and the Operational Risk Management Committee .

Further details on risk management activities, including policy
implementation, key identified risks, and mitigation measures are
provided in the Management Discussion and Analysis section of
this Annual Report.

Internal Financial Controls

The Company, as a registered Core Investment Company (CIC) under
RBI's Master Direction for CICs, has established a comprehensive
and group-wide internal control and financial governance
framework. This framework is aligned with the requirements of
the Companies Act, 2013, RBI regulations and components of
internal control stated in the Guidance Note on Audit of Internal
Financial Controls Over Financial Reporting issued by the Institute
of Chartered Accountants of India ("ICAI”) and other applicable
laws to ensure robust risk management, asset protection, financial
accuracy, and regulatory compliance across the Company along
with its subsidiaries, joint ventures and Associates.

Internal financial controls have been embedded into key business
processes across group—regulated and unregulated—ensuring
that all transactions are appropriately authorized, recorded, and
reported. The Company adheres to applicable Indian Accounting
Standards (Ind AS) for maintaining books of account and financial
reporting.

The internal control environment is continuously monitored through:

• Management oversight and periodic self-assessments,

• Risk-based internal audits conducted by independent audit
teams in line with regulatory expectations for the Company.

• Function-level control monitoring within each subsidiary, and

• Ongoing compliance tracking across operational, financial, and
regulatory domains.

The Audit Committee of the Company, which has oversight over
group-level internal controls, meets periodically to review:

• The adequacy and effectiveness of internal financial controls
across all entities,

• Status of compliance with internal policies, standard operating
procedures, and applicable regulatory guidelines,

• Implementation of audit findings and corrective actions across
the CIC, its subsidiaries, Joint Ventures and Associates

The Company maintains a unified risk and control approach to
ensure consistent governance across the group and remains
committed to strengthening its control systems in alignment with
evolving regulatory guidelines and supervisory expectations.

Directors and Key Managerial Personnel

The Board of Directors, at its meeting held on March 12, 2024,
based on the recommendation of Nomination and Remuneration
Committee ("NRC”), had appointed Ms. Rama Vedashree as an
Additional Director designated as an Independent Director of the
Company, with effect from March 30, 2024.

During the year under review, the members of the Company
had approved the appointment of Ms. Rama Vedashree as
an Independent Director of the Company for a term of five (5)
consecutive years effective March 30, 2024 to hold the office up
to March 29, 2029.

In the opinion of the Board, Ms. Rama Vedashree possesses
requisite expertise, integrity and experience (including proficiency).

In accordance with the provisions of the Act and the Articles
of Association of the Company, Ms. Isha M Ambani, 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 her re-appointment.

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:

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

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

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 backgrounds 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.

There has been no change in the aforesaid policies during the year
under review.

Policy for selection of Directors and determining Directors'
Independence is available on the Company's website at https://
www.jfs.in/docs/cms/assets/jfs/investor-relations/policy-
documents/policy-for-selection-of-directors-and-determining-
directors-independence.pdf

Remuneration Policy for Directors, Key Managerial Personnel
and other Employees is available on the Company's website at
https://www.jfs.in/docs/cms/assets/jfs/investor-relations/policy-
documents/remuneration-policy-for-directors-kmp-and-other-
employees.pdf

Fit and Proper Criteria

All the Directors of the Company have confirmed that they meet
the fit and proper criteria as stipulated under applicable Master
Directions issued by the 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. The performance of each Committee
was evaluated by the Board based on the reports submitted by
NRC. The evaluation was done through a questionnaire by using a
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

Lodha & Co LLP, Chartered Accountants, (Firm Registration
No. 301051E/E300284) and Deloitte Haskins & Sells, Chartered
Accountants, (Firm Registration No. 117365W) were appointed
as Joint Statutory Auditors of the Company for a continuous
period of three (3) years at the Annual General Meetings ("AGM”)
held on July 12, 2023 and August 30, 2024 respectively.

The Statutory Auditors have confirmed that they are not
disqualified from continuing as the Statutory Auditors of the
Company.

CKSP and Co LLP had completed their tenure of appointment
on conclusion of the AGM held on August 30, 2024.

The Auditors' Report for the financial year 2024-25 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 for the financial year 2024-25. The Secretarial Audit
Report for the financial year ended March 31, 2025 is annexed
and marked as Annexure III' to this Report. The Secretarial
Audit Report does not contain any qualification, reservation,
adverse remark or disclaimer.

In light of the amended Regulation 24A of the Listing
Regulations, the Board of Directors of the Company at the
meeting held on April 8, 2025 has recommended to the

members the appointment of S.N. Ananthasubramanian &
Co., Practising Company Secretaries as Secretarial Auditor
of the Company, for a term of five consecutive financial years
commencing from the financial year 2025-26 to the financial
year 2029-30.

S.N. Ananthasubramanian & Co., Practising Company
Secretaries have confirmed that they are eligible for the
appointment.

Disclosures:

I. Meetings of the Board

Eleven (11) meetings of the Board of Directors were held during
the financial year 2024-25. The particulars of the meetings held
and attendance of each Director are detailed in the Corporate
Governance Report.

II. Committees constituted by the Board of Directors

The Committees constituted by the Board are in compliance
with the requirements of the relevant provisions of applicable
laws and statutes.

Audit Committee

The Audit Committee comprises Shri Rajiv Mehrishi (Chairman),
Shri Sunil Mehta and Shri Bimal Manu Tanna. There is no
change in composition of the Committee during the year under
review. All the recommendations made by the Audit Committee
during the year under review were accepted by the Board of
Directors.

Corporate Social Responsibility ("CSR") Committee

The CSR Committee comprises Shri Rajiv Mehrishi (Chairman),
Shri Sunil Mehta and Shri Bimal Manu Tanna. There is no
change in composition of the Committee during the year under
review.

Nomination and Remuneration Committee

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

Stakeholders' Relationship ("SR") Committee

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

Group Risk Management ("RM") Committee

The RM Committee comprises Shri Sunil Mehta (Chairman),
Shri Bimal Manu Tanna, Shri Hitesh Sethia, Shri Abhishek
Haridas Pathak and Shri S. Anantharaman. During the year
under review, the name of the Committee was changed from
Risk Management Committee to Group Risk Management
Committee

Information Technology Strategy ("IT") Committee

The IT Committee comprises Ms. Rama Vedashree
(Chairperson), Shri Bimal Manu Tanna, Shri Hitesh Sethia and
Group Chief Technology Officer.

Environmental, Social and Governance ("ESG")
Committee

The ESG Committee comprises Shri Sunil Mehta (Chairman),
Shri Anshuman Thakur and Shri Hitesh 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 breaches of code of ethics and conduct and fraudulent
activities. The Company has a Vigil Mechanism and Whistle-blower
policy under which employees/directors/officers/other persons
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 the Company's website and can be
accessed at https://www.jfs.in/docs/cms/assets/jfs/investor-
relations/policy-documents/vigil-mechanism-and-whistle-blower-
policy.pdf

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

The Company, being a CIC registered with the RBI, is exempted
from the provisions of Section 186 of the Act relating to investment
and lending activities.

Particulars of loans given, investment made or guarantee given or
security provided and the purpose for which the loan or guarantee
or security is proposed to be utilised by the recipient are disclosed
in the standalone financial statement (Please refer Note No. 3 and
4 to the Standalone Financial Statement).

Conservation of Energy and Technology Absorption

The Company being a CIC 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 reducing the adverse effects
of global warming and climate change. The Company carries on
its activities in an environmentally friendly and energy-efficient
manner.

Foreign exchange earnings and outgo

Annual Return

The Annual Return of the Company as on March 31, 2025 is
available on the website of the Company and can be accessed
at https://www.jfs.in/docs/cms/assets/jfs/investor-relations/
financials/reports/annual-return-2024-25.pdf

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 jfs.agm@jfs.in

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

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

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

v. 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.

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

vii. 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.

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

ix. No application made/proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

x. 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 at workplace.

The Company has constituted an Internal Complaints Committee
to redress and resolve any compliant arising under the POSH Act.
Training/awareness programmes were conducted during the year
to create sensitivity towards ensuring a 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, customers, vendors and members during the
year under review.

For and on behalf of the Board of Directors

Hitesh Sethia Anshuman Thakur

Managing Director Director

and Chief Executive Officer DIN: 03279460

DIN: 09250710

Place: Mumbai
Date: April 17, 2025