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To
The Members of
JINDAL CAPITAL LIMITED
Delhi
Your Directors have pleasure in presenting the 32nd Board's Report of your Company, M/s
Jindal Capital Limited together with the Audited Statement of Accounts for the
Financial Year ended on 31st March, 2026.
FINANCIAL RESULTS:
(Rs. In Lakhs)
| Particulars |
As on March 31, 2026 |
As on March 31, 2025 |
| Operating Profit before Depreciation |
151.11 |
188.24 |
| Less: Depreciation |
1.56 |
1.96 |
Profit/(loss) before tax |
149.55 |
186.28 |
| Less: Provision for Tax |
36.55 |
46.72 |
| Net Profit/(loss) after Tax for the year |
113.00 |
139.56 |
| Add: Other Comprehensive Income |
0 |
(22.59) |
| Net Profit/(loss)for the year |
113.00 |
116.97 |
| Prior Period adjustments |
0 |
0 |
Transfer to Statutory Reserve Fund |
22.60 |
27.91 |
| Surplus profit carried to B/S |
501.70 |
388.70 |
OPERATIONAL REVIEW:
During the year under review, your Company's Total Revenue was Rs. 430.15 Lakhs in
comparison to Rs. 388.70 Lakhs in the previous financial year. Company has earned a net
profit (after tax and Other Comprehensive Income) of Rs. 113.00 Lakhs in year under review
in against profit of Rs. 116.97 Lakhs in previous financial year.
OPERATIONS AND STATE OF AFFAIRS
The operation and state-of-affairs have been adequately explained in Management
Discussion and Analysis segment and form part of this report.
SUBSIDIARIES/JOINTVENTURES/ASSOCIATECOMPANIES
The Company has no Subsidiary, Joint Ventures and Associate Company.
DIVIDEND
In order to conserve the resources of the Company and considering the business plan of
the
Company, the Board of Directors do not recommend any dividend on the Equity Shares of
the Company for the Financial Year ended on March 31, 2026.
TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT, 2013 AND UNDER
SECTION 45IC OF THE RESERVE BANK OF INDIA ACT, 1934
For the financial year ended 31st March, 2026, the Company has transferred the profit
of 113.00 Lakhs to General Reserve Account.
As required under Section 45IC of the Reserve Bank of India Act, 1934, 20% of the
profits are required to be transferred to a Statutory/Special Reserve Account. The Company
has carried Rs. 22.60 Lakhs to the said Statutory Reserve Fund during the Financial Year
2025-26.
ANNUAL RETURN
In terms of the Section 92 (3) of Companies Act, 2013 as amended, the Annual Return of
the Company is placed on the website of the Company www.jindalcapital.co.in
SHARE CAPITAL
As on the date, the Authorized Share Capital of the Company is Rs. 22,00,00,000/-
comprising
2.20.00. 000 Equity Shares of Rs. 10/- each. The Issued, Subscribed and Paid-up Equity
Share Capital of the Company is Rs. 7,20,81,000/- consisting of 72,08,100 Equity Shares of
Rs. 10/- each. There is change in the Authorised Capital of the Company, in the 31st
Annual General Meeting of the Company, the members approved the resolution for increase in
the Authorized Share Capital of the Company to Rs. 12,00,00,000/- (Rs. Twelve Crores only)
comprising of
1.20.00. 000 Equity Shares of Rs. 10/- each. Further, the members passed the
resolution, by way of Postal Ballot, for increase in the Authorized Share Capital of the
Company to Rs.
22.00. 00.000/- (Rs. Twenty-Two Crores only) comprising of 2,20,00,000 Equity Shares of
Rs. 10/- each on May 27, 2026.
DEPOSITS
The Company did not hold any public deposits at the beginning of the year nor has it
accepted any public deposits during the financial year.
ECONOMIC SCENARIO AND OUTLOOK:
NBFCs play a major role in promoting inclusive growth in the country, by catering to
the diverse financial needs of bank excluded customers. NBFCs being financial
intermediaries engaged in the business of accepting deposits deliver credit and play an
important role in channelizing the scarce financial resources to capital formation.
They supplement the role of the banking sector in meeting the increasing financial
needs of the corporate sector, delivering credit to the unorganized sector and retail
customers in underserved,
unbanked and financially weaker sections of the society. They are emerging as an
alternative to conventional Banking and have become an integral part of Indian Financial
System and have commendably contributed towards Government's agenda of Financial
Inclusion.
NBFCs are playing a vital role in uplifting the Infrastructure, creation of wealth and
employment generation. They are providing tailor-made products offering and products to
the customers and uplifting the business model through improved efficiency and enhanced
experience. The future of NBFCs is witnessing good growth in consumer lending. NBFCs in
India have recorded marked growth in recent years. After their existence, they are useful
and successful for the evolution of a vibrant, competitive and dynamic financial system in
Indian money market. The success factors of their business has been by making the most of
their ability to contain risk, adapt to changes and tap demand in markets that are likely
to be avoided by the bigger players. Thus, the need for uniform practices and level
playing field for NBFCs in India is indispensable.
CORPORATE SOCIAL RESPONSIBILITY:
Even though the provisions of Companies Act, 2013 regarding Corporate Social
Responsibility are not attracted to the company yet the Company has been over the years,
pursuing as part of its corporate philosophy, which goes much beyond mere philanthropic
gestures and integrates interest, welfare and aspirations of the community with those of
the Company itself in an environment of partnership for inclusive development.
MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF
FINANCIAL YEAR AND TILL THE DATE OF SIGNING OF REPORT
From the end of Financial Year till the date of signing of Report, except for i. the
increase in the Authorised Share Capital of the Company to Rs. 22,00,00,000/- (Twenty-Two
Crores only) comprising of 2,20,00,000 Equity Shares of Rs. 10/- and ii. Resignation of
Subhash Kumar Changoiwala from his post as the Independent Director of the Company w.e.f
15 th August, 2026. And iii. Appointment of Mr. Nischal Mittal as the Additional Director
(Non-executive, Independent), w.e.f. 12th August, 2026, no other material changes occurred
in the Company which would affect its financial position. Due to market challenges
business operations are severely disrupted. The Company continues with its operations in a
phased manner in line with the directives from Central & State Government and local
authorities.
CORPORATE GOVERNANCE REPORT
Since, Regulation 15(2)(a) of Listing Regulations clearly states that “The
compliance with the corporate governance provisions as specified in regulations 17, 17A,
18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2)of regulation 46 and para C , D and E of Schedule V shall not apply, in
respect of -
(a) listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty five crore, as on the last day of the previous
financial year:
Provided that where the provisions of regulations 17 to27, clauses(b) to (i)and (t)of
subregulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to
a listed entity at a later date, it shall ensure compliance with the same within six
months from such date:
Provided further that once the above regulations become applicable to a listed entity,
they shall continue to remain applicable till such time the equity share capital or the
net-worth of such entity reduces and remains below the specified threshold for a period of
three consecutive financial years. ”
As the Paid-up Capital and the Net-Worth of the Company are below the threshold limit
and it falls under the criteria for exemption, and therefore provisions of Regulations 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable
to the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
As per Regulation 34 read with Schedule V of the Listing Regulations, a Management
Discussion and Analysis Report is annexed to this report.
BUSINESS RISK MANAGEMENT
In a view of the business activity carried on by the Company and the statutory
requirement by the Reserve Bank of India, Securities and Exchange Board of India, the
Company should have an effective Risk Management Policy system as part of their overall
system for effective risk management.
Therefore, in accordance with SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015) and Risk Management Framework issued by Reserve Bank of India vide
Master Circular DNBR. PD. 008/03.10.119/2016-17 dated September 01, 2016 and including the
updates/modifications made thereunder form time to time, the Board members were informed
about risk assessment and minimization procedures after which the Board has framed,
updated, adopted and implemented formally its Risk Management Policy.
The effective management of risk is an important aspect to the continued growth of the
Company with careful view of unanticipated and unintended losses to the human
resources& financial assets of the Company. The main objective of this policy
encompasses practices relating to identification, assessment, monitoring and mitigation of
various risks to the business. Risk Management Policy of the Company seeks to minimize
unfavourable impact on the business objectives and develop shareholder value. Further, the
risk management practices seek to sustain and enhance long-term competitive advantage for
the Company.
Measurement of risk is completed considering both quantitative and qualitative means
using the likelihood and impact criteria as developed by Management and as reviewed by the
Board. Types of risks which have been identified by the organization are Regulatory&
Compliance Risk, Credit& Concentration Risk, Human Resource Risk, Financial Risk,
Reputational Risk, Market Risk, Strategic Risk, Operational Risk, etc. As a matter of
policy, these risks are assessed and steps as appropriate are taken to mitigate the same.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company's internal control system has been discussed in detail in the Management
Discussion and Analysis Report which forms a part of the Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has no activities relating to conservation of energy, technologies and
foreign earning and out go.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
In order to ensure that the activities of the Company and its employees are conducted
in a fair and transparent manner by adoption of highest standards of professionalism,
honesty, integrity and ethical behavior.
DIRECTORS, KEY MANAGERIAL PERSONNEL & COMMITTEES
As on March 31, 2026 the followings were the Directors and Key Managerial Personnel
(KMPs):
| S. No. |
Name |
Designation |
| 1. |
Mr. Sadhu Ram Aggarwal |
Chairman-cum-Managing Director (Executive) |
| 2. |
Mr. Baij Nath Gupta |
Director(N on-Executive, Independent) |
| 3. |
Mr. Sham Lal Singal |
Director(N on-Executive, Independent) |
| 4. |
Mr. Subhash Kumar Changoiwala |
Director(N on-Executive, Independent) |
| 5. |
Mr. Udit Aggarwal |
Director(Non-Executive, NonIndependent) |
| 6. |
Ms. Divya Aggarwal |
Director (Executive)and Chief Financial Officer |
| 7. |
CS Srishti Gumber |
Company Secretary |
Change in Directorate and Key Managerial Personnel during the year
During the year, no changes took place in positions of Directors and Key Managerial
Personnel during the Year. However, Subhash Kumar Changoiwala, has resigned from his post
as the Independent Director of the Company w.e.f 15th August, 2026. Further, Mr. Nischal
Mittal has been appointed as the Additional Director (Non-executive, Independent), w.e.f.
12th August, 2026.
Composition of Committees and the Meetings of the Board of Directors and Committees
The composition of the Board and its Committees and of the Meetings held and attendance
of the Directors at such Meetings, are in compliance with the provisions of Companies Act.
The intervening gap between the Meetings was within the prescribed statutory period.
INDEPENDENT DIRECTORS AND THEIR DECLARATION
The appointment of Independent Directors of the Company is in compliance with the
Companies Act, 2013.
Since, Regulation 15(2)(a) of Listing Regulations clearly states that “The
compliance with the corporate governance provisions as specified in regulations 17, 17A,
18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2)of regulation 46 and para C , D and E of Schedule V shall not apply, in
respect of-
(a) listed entity having paid up equity share capital not exceeding rupees ten crore
and net worth not exceeding rupees twenty-five crore, as on the last day of the previous
financial year:
Provided that where the provisions of regulations 17 to27, clauses(b) to (i)and (t)of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V become applicable to
a listed entity at a later date, it shall ensure compliance with the same within six
months from such date:
Provided further that once the above regulations become applicable to a listed entity,
they shall continue to remain applicable till such time the equity share capital or the
net-worth of such entity reduces and remains below the specified threshold for a period of
three consecutive financial years. ”
As the Paid-up Capital and the Net-Worth of the Company are below the threshold limit
and it falls under the criteria for exemption, and therefore provisions of Regulations 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable
to the Company.
Since the provisions of Corporate Governance as defined under Regulation 17 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable and
accordingly the provisions of section 149(6) Companies Act, 2013 are complied with.
DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the Annual Financial Statements for the year ended March
31, 2026, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Notes to the Financial Statements have
been selected and applied consistently and judgment and estimates have been made 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, 2026 and of the profit of the Company for the year ended on that
date;
c) that proper and sufficient care has been taken 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) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively.
f) that systems to ensure compliance with the provisions of all applicable laws were in
place and were adequate and operating effectively.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:
The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was
no dividend declared and paid last year.
INFORMATION ABOUT SUBSIDIARY/JV/ASSOCIATE COMPANY
Company does not have any Subsidiary, Joint venture or Associate Company.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the Financial Year ended 31st March, 2026. This
is also being supported by the report of the auditors of the Company as no fraud has been
reported in their audit report for the Financial Year ended 31st March, 2026.
AUDITORS:
STATUTORY AUDITORS
As per the provisions of Section 139 of the Act, M/s. STRG &Associates, Chartered
Accountants (Firm Registration Number 014826N), are appointed as Statutory Auditors of
your Company.
Their re-appointment, for a second term of five consecutive years, as the Statutory
Auditors of the Company has been approved by the Shareholders at the 28th Annual General
Meeting of the Company held on 24th June, 2022.
Statutory Auditors have confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
AUDITORS' REPORT
The Auditors' Report to the Members for the year under review does not contain any
qualification. The Notes to the Accounts referred to in the Auditors' Report are
selfexplanatory and therefore do not call for any further clarifications under Section
134(3)(f) of the Act.
Further the Auditors' Report for the financial year ended, 31st March, 2026 is annexed
herewith for your kind perusal and information.
SECRETARIAL AUDITORS
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Members have
approved the appointment of M/s. A Tiwari & Associates, Company Secretary in Practice,
as the Secretarial Auditor of the Company for a period of 5 years commencing from the
Financial Year 2025-26 (through its proprietor Mr. Ankit Tiwari, C.P. No. 27696, Peer
Review Certificate No.: 6570/2025) to undertake the Secretarial Audit of the Company for
the Financial Year ended on March 31, 2026.
SECRETARIAL AUDIT REPORT
The Secretarial Audit Report in the prescribed Form No. MR-3 is attached herewith as
‘Annexure- 1'.
INTERNAL AUDITORS
M/s. Gupta Garg & Associates, Chartered Accountants in Practice (FRN: 019863N) have
been appointed as the Internal Auditor of the Company, pursuant to their consent received
for the same.
COST AUDITORS
Pursuant to Section 148(3) of the Companies Act, 2013 and rule 6(2) of the Companies
(Cost records and Audit Rules) 2014 is not applicable on the Company.
BOARD'S COMMENTS ON QUALIFICATION. RESERVATION & ADVERSE REMARKS OR DISCLAIMER MADE
BY:
Statutory Auditors
Observation made by the Statutory Auditors in their Report are self explanatory and
therefore, do not call for any further comments under section 134(3)(f) of the Companies
Act, 2013.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment
and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the
Company is as follows:
The particulars of the employees who are covered by the provisions contained in Rule
5(2) and rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are:
| Particulars |
Details |
|
| Name of employee |
Sadhu Ram Aggarwal |
Divya Aggarwal |
| Designation of the employee |
Chairman-cum-Managing Director |
Director and CFO |
| Remuneration received during FY |
Rs. 12,00,000/- |
Rs. 12,00,000/- |
| Nature of employment, whether contractual or otherwise |
Contractual |
Non-contractual |
| Qualifications and experience of the employee |
Mr. Sadhu Ram Aggarwal is a qualified Chartered Accountant and a member
of Institute of Chartered Accountant of India. He is well versed with the corporate laws
and other allied laws. He has been working in the field of finance and been an eminent
consultant and expert in the field of finance and related laws. He is a commerce graduate
from Delhi University, Delhi. He has rich experience in the field of stock market. He has
taken many discourses in financial planning and has served many corporate clients in past
38 years in said field. |
Mrs. Divya Aggarwal is a qualified Chartered Accountant and a member of
Institute of Chartered Accountant of India. She has a very good understanding of matter
relating to Taxation, Finance and Accounts. She has undertaken various audit assignments
of corporate and also has in depth knowledge of legal compliances. She has also compiled a
book on CSR Laws in India and all India VAT. |
| Date of commencement of employment |
March 30, 2022(as Director) May 18, 2022 (as Chairman & Managing
Director) |
May 02, 2022 (as Director); May 18, 2022 (as CFO) |
| The age of such employee |
68 years |
33 years |
| The last employment held by such employee before joining the company |
Director |
Director |
| The percentage of equity shares held by the employee in the company
within the meaning of clause (iii) of sub-rule (2) above |
9.71% |
8.32% |
| Whether any such employee is a relative of any director or manager of the
company and if so, name of such director or manager |
Mr. Sadhu Ram Aggarwal is the father of Mr. Udit Aggarwal (He is
appointed as Non-executive Director of the Company, w.e.f., May 02, 2022. Also, He is
Father-in-law of Ms. Divya Aggarwal, the Director of the Company. |
Ms. Divya Aggarwal is wife of Mr. Udit Aggarwal (Nonexecutive Director of
the Company, w.e.f., May 02, 2022. Also, She is Daughter-inlaw of Mr. Sadhu Ram Aggarwal,
the CMD of the Company. |
AUDITED FINANCIAL STATEMENTS AND CASH FLOW STATEMENT
As required under Regulation 34 of the Listing Regulations, Audited Financial
Statements and Cash Flow Statement is part of the Annual Report 2025-2026. Further, the
Financial Statements of the Company for the financial year 2025-2026 are prepared in
compliance with the applicable provisions of the Act, Indian Accounting Standards and as
prescribed by Listing Regulations. The said Financial Statements have been prepared on the
basis of going concern.
RELATED PARTY TRANSACTIONS
All transactions entered into with Related Parties during the financial year were in
the ordinary course of business and on an arm's length pricing basis and do not attract
the provisions of Section 188 of the Companies Act, 2013. There were no materially
significant transactions with related parties during the financial year which were in
conflict with the interest of the Company. Suitable disclosure as required by the
Accounting Standards (AS18) has been made in the notes to the Financial Statements. All
Related Party Transactions are placed before the Audit Committee and also the Board.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators/Courts which would
impact the going concern status of the Company and its future operations.
LOANS, GUARANTEES AND INVESTMENTS
The provisions of Section 186 of the Companies Act, 2013 pertaining to granting of
loans to any person or body corporate and giving of guarantees or providing security in
connection with a loan to any other body corporate or persons are not applicable to the
Company since it is a Non-Banking Financial Company, registered with Reserve Bank of
India.
DEMAT ACCOUNT
The Company has opened its Suspense Escrow Demat Account pursuant to SEBI Circular No.
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/6 dated January 25, 2022
REMUNERATION POLICY
The Board has on the recommendation of the Nomination and Remuneration Committee,
framed a policy for selection and appointment of Directors, Key Managerial Personnel,
Senior Management and their Remuneration. The said policy is available on the website of
the Company.
PERFORMANCE EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, 2015 the
Board of Directors continues to take an annual evaluation of its own performance,
performance of its various Committees and individual Directors.
CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT
The Board of Directors has laid down the code of conduct for all the Board members and
members of the Senior Management of the Company. Additionally, all Independent Directors
of the company shall be bound by duties of independent directors as set out in the
Companies Act, 2013 read with the Schedules and Rules thereunder.
All the Board members and Senior Management personnel have affirmed compliance with the
code of conduct.
POLICY FOR PREVENTION. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy for Prevention, Prohibition and Redressal of Sexual
Harassment at Work Place in accordance with provision of Sexual Harassment of Woman at
workplace (Prevention, Prohibition and Redressal) Act, 2013.
Appropriate reporting mechanisms are in place for ensuring protection against Sexual
Harassment and the right to work with dignity. During the year under review, the Company
has not received any complaints in this regard.
REGULATORY ACTION
There are no significant and material orders passed by the regulators or courts or
tribunals that could impact the going concern status and operations of the Company in
future.
ACKNOWLEDGEMENTS:
The company has been very well supported from all quarters and therefore your directors
wish to place on record their sincere appreciation for the support and co-operation
received from Reserve Bank of India, Central and State Governments, Bankers and others
associated with the Company.
Your Directors wish to thank the banks, financial institutions, shareholders and
business associates for their continued support and cooperation.
We look forward to receiving the continued patronage from all quarters to become a
better and stronger company.
CAUTIONARY STATEMENT
The statements contained in the Board's Report and Management Discussion and Analysis
contain certain statements relating to the future and therefore are forward looking within
the meaning of applicable securities, laws and regulations.
Various factors such as economic conditions, changes in government regulations, tax
regime, other statues, market forces and other associated and incidental factors may
however lead to variation in actual results.
| Sd/- |
Sd/- |
| Divya Aggarwal |
Sadhu Ram Aggarwal |
| Director |
Chairman-cum-Managing Director |
| DIN: 07684118 |
DIN:00961850 |
|