JJ Finance Corporation Ltd

J. J. Finance Corporation Ltd — Closure of Trading Window from 1 October 2026 till expiry of 48 hours from the declaration of Un-Audited Financial Results for the quarter and half year ended 30 September 2026

Agm Details

• Date and time: 18 September 2026, 3:00 PM.
• Mode: VC/OAVM.
• Record date: 11 September 2026; shareholders on record: 2,747.

Key Resolutions

• Resolution 1: adopt Audited Financial Statements and Board/Auditors' Reports.
• Resolution 2: ordinary—re-appoint Anil Jhunjhunwala as director retiring by rotation.

Voting Results

• Resolution 1 passed with 99.992% in favour; 0.008% against.
• Resolution 2 passed with 99.992% in favour; 0.008% against.

Dividend

• No dividend proposed or declared at the AGM.

Director Changes

• Re-appointment of Anil Jhunjhunwala as director approved.

Auditor Appointments

• No new statutory/secretarial/cost auditor appointment announced.

Material Related Party Transactions

• No material related party transactions disclosed.

Other Material Approvals

• No other material approvals disclosed.

AGM details

• AGM held on 18 Sep 2026; 3:00 PM–3:28 PM; mode: VC/OAVM; remote e-voting Sep 15–17, 2026.

Resolutions

• Ordinary resolution to adopt Audited Financial Statements for year ended 31 March 2026.
• Ordinary resolution to re-appoint Anil Jhunjhunwala by rotation.

Directors

• Director Anil Jhunjhunwala reappointed by rotation.

Auditors and reports

• Statutory and Secretarial audit reports had no qualifications or adverse remarks.

Voting and scrutiny

• Scrutinizer appointed; results to be announced within 48 hours on the website.

Financial snapshot

• Total revenue from operations: 40,447.07 (₹ in hundred) for year ended 31-03-2026.
• YoY revenue declined 48.40%.
• Profit before tax: 3,149.53 (₹ in hundred) for 2025-26.
• Profit after tax: (4,275.62) for 2025-26.
• EPS: (0.15) Basic & Diluted.
• Dividend: No dividend recommended for the year.
• Share capital: ₹2.82 crore; 28.2 lakh shares.

Operational position

• Company operates as NBFC; segment reporting not applicable.
• No subsidiaries or joint ventures.
• Board met seven times; Audit Committee met four times.
• Nomination & Remuneration Committee met three times.
• Independent Directors held one meeting during the year.
• MD&A enclosed as Annexure 1.

Governance & controls

• Corporate Governance not applicable due to threshold limits.
• Secretarial and Internal Audit reports had no observations.
• Directors' Responsibility Statement provided.
• POSH policy and Vigil Mechanism in place; internal controls adequate.

Related party transactions

• Related party loan to J J Automotive Pvt Ltd; 100% of prior and current year's loan.
• Directors of lender also directors of borrower.
• Interest income from related party loan: 28,233.94.
• All related party transactions are at arm's length.

Capital structure & shareholding

• Equity share capital: ₹2.82 crore; 28.2 lakh shares of ₹10 each.
• Promoter holdings: Anil Jhunjhunwala 47.12%, Vedika Jhunjhunwala 8.49%, Vidhi Beri 8.82%.
• Total shareholders: 2,767; total shares 28,20,000.
• No material change in shareholding during the year.

Audits & compliance

• Statutory auditors: M/S A. K. Dubey & Co.
• Secretarial auditor: Disha Dugar Jhunjhunwala; Internal auditor: Chaturvedi & Partners.
• No fraud reported; Internal controls in place and effective.

Outlook & risks

• Outlook: NBFC sector to grow with risk management emphasis.
• Risks include competition from banks, counterparty risk, and regulatory changes.
• Company emphasizes robust risk management and compliance framework.

Financial performance

• Net revenue from operations: 40.45 Lakhs for FY2025-26, down from 78.39 Lakhs.
• Loss after tax: 4.28 Lakhs in FY2025-26, vs 26.18 Lakhs profit last year.
• EPS: Basic & Diluted EPS -0.15 for FY2025-26; prior year 0.93.
• Dividend declared: none for FY2025-26.
• Tax: Current tax 7.87 Lakhs; Deferred tax (0.61); Net tax expense 7.43 Lakhs.

Capital structure & liquidity

• Equity share capital: ₹2.82 crore; 28.2 lakh shares of ₹10 each.
• No borrowings; NBFC with no debt.
• Cash and cash equivalents: ₹24.23 Lakh as of 31-03-2026; down from ₹95.23 Lakh.
• Listed on BSE and Calcutta Stock Exchange; listing fees paid for 2025-26.
• Promoter holding: 64.79% (Anil Jhunjhunwala 47.12%; Vedika 8.49%; Vidhi 8.82%).

Governance & board

• Board as of 31-03-2026: 4 directors; 2 Independent; 2 Non-Executive.
• Seven board meetings held in 2025-26; dates provided.
• Re-appointment: Anil Jhunjhunwala recommended for re-appointment at 43rd AGM.
• Committees: Audit, Nomination & Remuneration, Stakeholders Relationship; meetings held.
• Corporate Governance not applicable due to size/threshold.

Audits & internal controls

• Statutory Auditor: A.K. Dubey & Co; Internal Auditor: Chaturvedi & Partners; Secretarial Auditor: Disha Dugar Jhunjhunwala.
• Internal controls over financial reporting adequate and effective; no major weaknesses.
• Secretarial audit: no observations; no fraud reported.
• Remuneration to directors stood at zero; governance disclosures maintained.

Related party transactions

• RPT policy exists on company website; all RPTs reviewed by Audit Committee; arm's length.
• No material RPTs; Form AOC-2 not applicable.
• Related party loan to J J Automotive Pvt Ltd: 100% of current and previous year; two directors also directors.

Management discussion & outlook

• NBFC sector expected to grow; company to capitalize on capital market opportunities.
• Risks include competition from banks, RBI norm tightening, and delinquency risk.
• Outlook: focus on risk management, compliance, and capital-market opportunities.

People, governance and compliance

• Three permanent employees as of 31-03-2026; HR policies emphasize training and retention.
• POSH compliance: zero complaints; no CSR requirement due to threshold.
• Management discusses and evaluates director and KMP performance annually; MD&A included.

Shareholder information & disclosures

• Shareholding pattern: 2,767 shareholders; total 28.20 lakh shares.
• Promoter group holds 64.79%; top holders: Anil Jhunjhunwala 47.12%, Vedika 8.49%, Vidhi 8.82%.
• Registrar: Niche Technologies; listing on two exchanges; dematerialisation ongoing.

AGM Details

• Date and time: 18 September 2026 at 3:00 PM (VC/OAVM).
• Mode: VC/OAVM; attendance via video conference encouraged.
• Books/records closure: registers closed 12–18 September 2026 (inclusive).
• Vote cut-off date: rights determined on 11 September 2026.
• Remote e-voting window: 15–17 September 2026.
• Scrutinizer appointed for e-voting process.
• Notice and Annual Report 2025-26 available on company website.

Ordinary Business

• Item 1: Adopt Audited Financial Statements for year ended 31 March 2026.
• Item 2: Re-appointment of Anil Jhunjhunwala as Director retiring by rotation.

Director Re-appointment

• Proposed re-appointment: Anil Jhunjhunwala, Non-Executive Director.
• DIN 00128717; tenure to retire by rotation.

AGM Details

• AGM on 18 September 2026 at 03:00 PM via VC/OAVM.
• Book closure: Register of Members and share transfer books closed 12-18 September 2026 (inclusive).

AGM approvals and dates

• 43rd AGM scheduled for 18 September 2026 at 03:00 PM via VC/AVM.
• Register of Members and Share Transfer Books close Sep 12–18, 2026.
• Draft AGM Notice for FY2025-26 approved.
• Directors' Report for FY2025-26 approved.
• Cut-off date for AGM notice eligibility fixed at Aug 14, 2026.