J.A. Finance Ltd

AGM & Annual Report

• 33rd AGM scheduled for 16 September 2026 at 12:30 PM in physical mode.
• Annual Report FY2025-26 available online; full path provided in the notice.
• Web-link with Annual Report details sent to members without registered emails on 19 August 2026.
• Cut-off date for email registration is 7 August 2026.
• Reminds physical holders to update KYC details (PAN, address, mobile, bank details, nomination).
• Update email addresses to continue receiving information; supports Green Initiative.
• Queries to RTA NicheTech: nichetechpl@nichetechpl.com.

AGM materials dispatched

• Notice and annual report for FY2025-26 dispatched to registered shareholders on 19 August 2026.
• CDSL confirmation of dispatch received.

AGM Details

• AGM scheduled for 16 September 2026 at 12:30 PM, physical at registered office.
• Register of Members/Share transfers closed 10–16 September 2026 (inclusive).
• Record date for notices/e-voting: 7 August 2026; e-voting window: 13–15 September 2026.

Resolutions

• Ordinary: adopt Audited Financial Statements for the year ended 31 March 2026.
• Ordinary: re-appoint Dilip Kumar Goyal as director by rotation.

Dividend

• Dividend not recommended for the financial year.

Director Changes

• Medhavi Lohia ceased as Independent Director w.e.f 29 April 2025.
• Deepa Kumari Saha appointed Independent Director w.e.f 30 April 2025.
• Dilip Kumar Goyal to retire by rotation at the ensuing AGM and is eligible for reappointment.

Auditors

• Statutory Auditor: M/s. S K Naredi & Co LLP appointed for five years (2022–2027); LLP conversion effective 20 June 2025.
• Secretarial Auditor: Shikha Naredi appointed; Annexure-B secretarial audit attached.
• Internal Auditor: M/s. Harnathka & Associates appointed for FY 2025-26.

Material Related Party Transactions

• All RPTs in FY2025-26 conducted in ordinary course and at arm's length; no material RPT requiring disclosure.
• RPT details are disclosed in notes to the financial statements.

Other Material Approvals

• IBC matter involving Indico Motors Pvt Ltd admitted Jan 28, 2026; settlement reached and withdrawn as of July 15, 2026.
• CSR not required/not applicable for the year.

Financials

• Revenue from operations: 52.11 lakh; PAT: 23.33 lakh in Q1 FY27 (June 30, 2026).
• PBT for quarter: 31.17 lakh; PAT: 23.33 lakh; Total income: 52.11 lakh.
• Net profit margin for quarter: 44.77%.
• YoY revenue decline: 52.11 lakh vs 73.45 lakh in Jun 2025.
• Debt-equity ratio: 0.15; Net worth: 2,086.81 lakh.

Board actions & AGM details

• Standalone unaudited results approved for quarter ended 30 June 2026.
• Secretarial Audit Report for FY 2025-26 noted.
• Directors' Report for FY 2025-26 approved.
• Retiring director Dilip Kumar Goyal offers reappointment, subject to shareholders' approval.
• 33rd AGM on 16 Sep 2026 at 12:30 PM at registered office.
• Scrutinizer appointed: Ms. Shikha Naredi; E-Voting facility via CDSL.
• E-voting window: 13 Sep 2026 9:00 AM to 15 Sep 2026 5:00 PM.
• Book closure: 10–16 Sep 2026; cut-off date 09 Sep 2026.
• Advertisement, Notice, and E-voting information approved.
• Trading window to open 48 hours after declaration of unaudited results.

Other notes

• Meeting duration: 12:30 PM to 3:30 PM.
• Company is NBFC; no separate reportable segments.

Dematerialisation processing and listing

• Dematerialisation requests received during the period were processed and confirmed to depositories.
• Securities dematerialised have been listed on the exchanges where the securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled; depository name substituted as registered owner.

Financial Performance 📊

• Approved unaudited standalone financial results for quarter ended December 31, 2025, with limited review report.
• Auditor's review found no material misstatements; financials prepared per Ind AS 34 and RBI prudential norms.
• Previous period figures regrouped for consistency with current presentation.

Regulatory and Compliance ⚠️

• Took note of 3rd quarter SEBI compliances including investor grievance statement, share capital audit, governance report, shareholding pattern.
• Disclosures per SEBI Regulation 52(4) for quarter and nine months ended December 31, 2025, attached as annexure.

Asset Quality and Legal Matters

• Classified one creditor as sub-standard NPA; initiated recovery proceedings before NCLT, matter sub judice.
• No provision recognized for Labour Codes impact due to ongoing evaluation and lack of reasonable estimate.

Business Operations

• Company operates solely in NBFC business; no separate reportable segments identified.
• Emphasis on ongoing evaluation of new Indian Labour Codes; financial impact not yet quantified.