To,
The Members,
Jetking Infotrain Limited
The Directors are pleased to present the Forty-Second Annual Report on the
business and operations along with the Audited Financial Statements both Standalone and
Consolidated of the Company for the Financial Year ended March 31, 2026.
FINANCIAL SUMMARY:
The highlights of your company's financial performance for the financial year ended
March 31, 2026, are summarized
(Rs in Lakhs)
Particulars |
Standalone |
Consolidated |
|
Current Year |
Previous Year |
Current Year |
Previous Year |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
Total Income |
2,635.72 |
2,816.24 |
2,635.72 |
2,816.24 |
Employee Benefit Expenses 1,233.91 1,129.91 |
1,233.91 |
1,129.91 |
| Other Expenses |
1,281.88 |
1,027.86 |
1,281.88 |
1,027.86 |
Expenses before Finance Cost, Depreciation and Amortisation |
2,515.79 |
2,171.25 |
2,515.79 |
2,171.25 |
EBITDA |
119.93 |
644.99 |
119.93 |
644.99 |
| Finance Cost |
16.90 |
18.87 |
16.90 |
18.87 |
| Depreciation & Amortisation |
225.19 |
241.12 |
225.19 |
241.12 |
Total Expenses |
2,757.88 |
2,431.24 |
2,757.88 |
2,431.24 |
Profit / (Loss) Before share of Profit/(loss) of associates and tax |
(122.16) |
385.00 |
(122.16) |
385.00 |
| Share of loss of associates |
0 |
0 |
40.73 |
(27.14) |
Profit / (Loss) before tax |
(122.16) |
385 |
(81.43) |
357.16 |
| Tax Including Deferred Tax |
(12.20) |
42.31 |
(12.20) |
42.31 |
Profit / (Loss) After Tax |
(134.36) |
342.69 |
(93.63) |
315.55 |
Other comprehensive income |
(285.91) |
83.97 |
(285.91) |
83.97 |
Total comprehensive income for the year, Net of Taxes |
(420.27) |
426.66 |
(379.54) |
399.52 |
PERFORMANCE REVIEW:
The Financial Statements of the Company for the year ended March 31, 2026, have been
prepared in accordance with Indian Accounting Standards (IND-AS), the relevant provisions
of sections 129 and 133 of Companies Act, 2013 (hereinafter referred to as "the
Act"), Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (hereinafter referred to as "SEBI Listing Regulations"), which
have been reviewed by the Statutory Auditors.
Standalone:
During the Financial Year under review, the Company generated a Total Income of Rs.
2,635.72 Lakhs as against Rs. 2,816.24 Lakhs in the previous year and incurred the Net
Loss of Rs. 134.36 Lakhs as against Net Profit of Rs.342.69 Lakhs in the
previous year.
Consolidated:
During the financial Year under review, the Company generated a Total Income of Rs.
2,635.72 Lakhs as against Rs. 2,816.24 Lakhs in the previous year and incurred the Net
Loss of Rs. 93.63 Lakhs as against Net Profit of Rs.315.55 Lakhs in the
previous year.
TRANSFER TO RESERVES:
In view of the losses incurred, the Company has not transferred any amount to the
General Reserve for the Financial Year ended
March 31, 2026. The closing credit balance of the retained earnings of the Company for
F.Y. 2025-26, after all appropriations and adjustments was Rs. 2,099.03 Lakhs.
DIVIDEND:
In view of the losses incurred, your directors do not recommend any dividend on the
equity shares for the financialyear under review.
CHANGES IN SHARE CAPITAL:
The authorised share capital of the Company as at March 31, 2026, stood at
'10,00,00,000/- (Rupees Ten Crore Only), comprising 1,00,00,000 (One Crore) Equity Shares
of '10/- (Rupees Ten Only) each.
During the year under review, the Members of the Company, pursuant to a Special
Resolution passed through Postal Ballot on May 01,
2025, approved the issuance of up to 4,28,622 (Four Lakh Twenty-Eight Thousand Six
Hundred Twenty-Two) Equity Shares.
Pursuant thereto, the Company allotted 3,96,156 (Three Lakh Ninety-Six Thousand One
Hundred Fifty-Six) Equity Shares on May 23, 2025, by way of Private Placement, at an issue
price of '154/- (Rupees One Hundred Fifty-Four Only) per Equity Share, comprising a face
value of '10/- (Rupees Ten Only) and a share premium of '144/- (Rupees One Hundred
Forty-Four Only) per Equity Share.
Accordingly, the paid-up share capital of the Company as on March 31, 2026, stood at
'6,30,36,560/- (Rupees Six Crore Thirty Lakh Thirty-Six Thousand Five Hundred Sixty Only),
comprising 63,03,656 (Sixty-Three Lakh Three Thousand Six Hundred Fifty-Six) Equity
Shares of '10/- (Rupees Ten Only) each.
Further, during the year under review:
- The Company has not issued any sweat equity shares during the year under review and
hence no information as per provisions of Section 54(1) (d) of the Act read with Rule
8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished;
- The Company has not issued any shares with differential rights and hence no
information as per provisions of Section 43(a)(ii) of the Act, read with Rule 4(4) of the
Companies (Share Capital and Debenture) Rules, 2014 is furnished;
- The Company has not granted employee stock options as per provisions of Section
62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures)
Rules, 2014; There were no instances of non-exercising of voting rights in respect of
shares purchased directly by employees under a scheme pursuant to Section 67(3) of the
Act, read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014;
LISTING OF EQUITY SHARES:
The equity shares of your Company are listed at BSE Limited (BSE). The Company has paid
the Annual Listing Fees to BSE for the Financial Year 2025-26.
DEPOSITS:
In terms of the provisions of Section 73 to 76 of the Companies Act, 2013 (the
"Act") read with the relevant rules made thereunder, your Company has not
accepted any deposits from the public during the financial year under review.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
The lists of Directors & KMP of the Company as on March 31, 2026, are as follows:
Sr. No. Name of the Director |
Designation |
| 1. Mr. Avinash Bharwani |
Chairperson & Whole-Time Director |
| 2. Mr. Nand Bharwani |
Vice Chairman & Director |
| 3. Mr. Siddarth Bharwani |
Joint Managing Director & CFO |
| 4. Mr. Harsh Bharwani |
Managing Director & CEO |
| 5. Mr. Pranav Agarwal |
Independent Director |
| 6. Mr. Ramkumar Warrier |
Independent Director |
| 7. Mr. Guruprasad Shenai |
Independent Director |
| 8. * Ms. Pooja Motwani |
Independent Director |
| 9. ** Ms. Supriya Kaduskar |
Company Secretary & Compliance |
During the year under review and till date of signing of the report, the following
changes took place in Directors and KMP:
- Mr. Deepesh Shah resigned from the post of Company Secretary and Compliance Officer
of the Company w.e.f October 30, 2025;
- ** Ms. Supriya Kaduskar was appointed as Company Secretary and Compliance Officer of
the Company w.e.f. November 06, 2025, and she resigned from the said position with effect
from August 06, 2026;
- Ms. Anita Jaiswal was appointed as Company Secretary and Compliance Officer of the
Company w.e.f
- Mr. Harsh Bharwani (DIN: 02020253) was re-appointed as Managing Director & CEO of
the Company for a period of three years with effect from August 31, 2026 to August 30,
2029;
- * Ms. Pooja Motwani resigned from the office of Director of the Company in the
capacity of Non-executive Independent Director with effect from July 07, 2026. Necessary
intimation as required under Regulation 30 of the SEBI Listing Regulations was submitted
to the Stock Exchange.
In terms of the applicable provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Nand Bharwani (DIN: 00618386), is liable to retire by
rotation and being eligible, will be re-appointed at ensuing annual general meeting. None
of the Directors of the Company are disqualified from being appointed as Directors as
specified Act read with Rule 14 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director under
Section 149 (7) of the Companies Act,
2013 that they meet the criteria of independence laid down in Section 149 (6) of the
Companies Act, 2013 along with declaration received pursuant to sub rule (3) of Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also
furnished the declaration pursuant to Regulation 25(8) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations affirming compliance to the criteria of
Independence as provided under Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations. The Independent Directors have individually
confirmed that they are not circumstances or situation, which exist or may be reasonably
anticipated, that could impair or impact their ability to discharge their duties with an
objective independent judgment and without any external influence.Based on the
declarations and confirmations of the
Independent Directors and after undertaking due assessment of the veracity of the same,
the Board of Directors recorded their opinion that all the Independent Directors are
independent of the Management and have fulfilledall the conditions as specified under the
governing provisions of the Companies Act, 2013 and the (Listing Obligations and
Disclosure Requirements) Regulations. Further, the Independent Directors have also
confirmed that they have complied with the Company's Code of Conduct. Furthermore, the
Board of
Directors of the Company are of the opinion that all the Independent Directors of the
Company possess highest standard of integrity, relevant expertise and experience required
to best serve the interest of the Company.
FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:
In compliance with the requirements of Regulation 25(7) of the SEBI Listing
Regulations, the Company has put in place a Familiarization Programme for the Independent
Directors to familiarize them with the Company, their roles, rights, responsibilities in
the Company, nature of the industry in which the Company operates, business model etc. The
policy on Company's familiarization program for independent directors is hosted on the
Company's website at https://www.jetking.com/investors.
COMMITTEES OF THE BOARD:
The Board currently has Three (3) mandatory committees under the Companies Act, 2013
and SEBI Listing Regulations, namely:
1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
All the recommendations of the above Committee's have been accepted by the Board. A
detailed update on the Board, its committees, its composition, detailed charter including
terms of reference of said Committees, number of board and committee meetings held and
attendance of the directors at each meeting is provided in the Corporate Governance
Report, which forms part of this Annual Report.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
Pursuant to the provisions of Section 178 of the Act and Regulation 19 of SEBI (Listing
Obligations & Disclosure Requirements)
Regulations, 2015 and on the recommendation of the Nomination & Remuneration
Committee, the Board has adopted the Nomination & Remuneration Policy for selection
and appointment of Directors, Key Managerial Personnel's and Senior Management including
and their remuneration. The details of Remuneration Policy are stated in the Corporate
Governance Report.
The details of this policy have been placed on the website of the Company at
https://www.jetking.com/investors.
MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN
PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
In compliance with the provisions of the Companies Act, 2013 and the SEBI Listing
Regulations, the Board of Directors has carried out an Annual Evaluation of its own
performance, Board Committees, Individual Directors, Chairperson and the CEO/ Managing
Director etc., for the year under review. The Board and the Nomination and Remuneration
Committee reviewed the performance of individual Directors including the Non-Executive
Chairman and the Managing Director/CEO, their personal performance carried out using a
peer review process, participation, contribution and offering guidance and understanding
of the areas which were relevant to them in their capacity and was assessed on selected
parameters related to roles, responsibilities and obligations of the Board and functioning
of the Committees including assessing the quality, quantity and timeliness of flow of
information between the Company's Management and the Board which is necessary for the
Board to effectively and reasonably perform their duties.
Further, in a separate meeting of Independent Directors held on March 10, 2026, the
performance evaluation of the Board as whole, Chairperson of the Company and the
Non-Independent Directors was evaluated and they assessed the quality, quantity and
timeliness of flow of information between the Company's Management and the Board. The
performance evaluation of the Chairperson of the Company was carried out by the
Independent Directors, considering the views of the other Executive and Non-Executive
Directors. The Independent Directors expressed their satisfaction with the evaluation
process and flow of information between the Company's management and the Board.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which
isapplicabletotheMembersoftheBoardandspecifiedemployees in the course of day-to-day
business operations of the Company. The Company believes in "Zero Tolerance"
against bribery, corruption and unethical dealings/behavior in any form and the Board has
laid down certain directives to counter such acts. Such a Code of Conduct has also been
placed on the Company's website. The Code lays down the standard procedure of business
conduct which is expected to be followed by the Directors and the designated employees in
their business dealings and on matters relating to integrity in the workplace, in business
practices and in dealing with stakeholders. The Code gives guidance through examples of
the expected behavior from an employee in a given situation and the reporting structure.
All the Board Members and the Senior Management Personnel have confirmed compliance with
the Code. A declaration to this effect signed by the Chief Executive Officerof the Company
appears elsewhere in this Annual Report.
NUMBER OF MEETINGS OF THE BOARD:
During the financial year ended March 31, 2026, Six (6) meetings were held on, April
01, 2025, May 23, 2025, July 21, 2025, August 12, 2025, November 06, 2025 and February 10,
2026. The details of the meetings of the board of directors and committees of the Board,
the attendance of the members there at and other requisite details are given in the
Corporate Governance Report which forms part of this Annual Report.
PARTICULARS OF EMPLOYEES:
The total employee strength of the Company as on March 31, 2026, stood at 137.
The disclosures on managerial remuneration as required under Section 197(12) of the Act
read with Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in Annexure-1 appended to the Directors' Report.
Further, particulars of employee remuneration as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report. Having regard
to the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report
excluding the said information is being sent to the members of the Company. The said
information is available for inspection and any member interested in obtaining such
information may write to the Company Secretary.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The details of the Loans and/or Guarantees given and Investments made under the
provisions of Section 186 of the Companies Act,
2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on
March 31, 2026, if any, are set out in Note No:
7 to the Standalone Financial Statements of the Company.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION:
There were no material changes or commitments affecting the financial position of the
Company between the end of the financialyear ended March 31, 2026, and the date of this
Report, except as stated below: a. Amendment in the Main Objects of the Memorandum of
Association
The Members of the Company, pursuant to a Special Resolution passed through Postal
Ballot on May 01, 2025, approved the insertion of the following additional main object
clause in the Memorandum of Association of the Company: "To engage in the business of
holding, acquiring, buying, selling, trading, staking, transferring, and dealing in
virtual digital assets, including but not limited to bitcoin, blockchain-based tokens,
non-fungible tokens, and other digital assets and to develop, deploy, and manage
blockchain-based technologies, virtual digital assets, decentralized finance (DeFi)
platforms, and related services including but not limited to consultancy, research, and
advisory services in blockchain and virtual digital asset management." b.
Preferential Issue of Equity Shares and Listing Application
The Members of the Company, pursuant to a Special Resolution passed through Postal
Ballot on May 01, 2025, approved the issuance of up to 4,28,622 (Four Lakh Twenty-Eight
Thousand Six Hundred Twenty-Two) Equity Shares.
Pursuant thereto, the Company allotted 3,96,156 (Three Lakh Ninety-Six Thousand One
Hundred Fifty-Six) Equity Shares on May 23, 2025, at an issue price of '154/- (Rupees One
Hundred Fifty-Four Only) per Equity Share, comprising a face value of
'10/- and a share premium of '144/- per Equity Share, pursuant to the in-principle
approval granted by BSE Limited ("BSE") on May 09, 2025. The Company submitted
the listing application in respect of the said Equity Shares to BSE on June 10, 2025.
Subsequently, on September 23, 2025, BSE returned the listing application, inter alia,
citing (i) deployment of the issue proceeds towards Virtual Digital Assets prior to the
amendment of the object clause of the Company; and (ii) its view regarding investments in
Virtual Digital Assets being speculative and under policy consideration. Aggrieved by the
aforesaid decision, the Company filed an appeal before the Hon'ble Securities Appellate
Tribunal, Mumbai ("SAT") on October 09, 2025.
Subsequent to the end of the financial year, SAT, vide its order dated May 08, 2026,
dismissed the appeal filed by the Company and upheld BSE's rejection of the listing
application in respect of the aforesaid Equity Shares. Consequently, the said Equity
Shares cannot presently be listed on BSE. The Company is evaluating the implications of
the aforesaid order. The order does not impose any monetary penalty or fine on the Company
and there is no order as to costs.
The aforesaid matter has no material impact on the financial results or financial
position of the Company for the financial year ended March 31, 2026. Any further material
developments in the matter shall be disclosed in accordance with the applicable provisions
of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations").
c. Proposed Preferential Issue of Equity Shares
Subsequent to the aforesaid issue, the Company proposed to raise further funds by way
of issuance of 4,60,000 (Four Lakh
Sixty Thousand) Equity Shares of face value of '10/- (Rupees Ten Only) each for cash at
an issue price of '250/- (Rupees Two Hundred Fifty Only) per Equity Share, comprising a
face value of '10/- and a share premium of '240/- (Rupees Two Hundred
Forty Only) per Equity Share. The said Equity Shares were proposed to be issued on a
preferential basis to identified Non-Promoter investors, in accordance with the applicable
provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements)
Regulations, 2018, and the requisite approval was obtained from the members of the
Company, pursuant to a
Special Resolution passed through Postal Ballot on August 20, 2025. As at the date of
this Report, the application seeking in-principle approval for listing of the proposed
issue is under process with the Listing Operations Team of BSE and, accordingly, the
aforesaid Equity Shares have not yet been allotted.
d. Cessation of Associate Status of Jetking Technologies Private Limited
During the year under review, Jetking Technologies Private Limited ("JTPL"),
an associate company of the Company, issued further Equity Shares, pursuant to which the
shareholding of the Company in JTPL was diluted. Consequently, the Company's shareholding
in JTPL fell below 20%, resulting in the Company ceasing to have significantinfluence JTPL
over .
Accordingly, JTPL ceased to be an associate company of the Company with effect from
June 13, 2025.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All Related party transactions that were entered into during the year were in the
ordinary course of business and on an arm's length basis. The Audit Committee of the
Company has given its omnibus approval to different types of related party transactions
that are recurring in nature and in the ordinary course of business. There were no
material contracts or arrangements or transactions entered with related parties, therefore
Form AOC-2 does not form part of this report. Further, A statement of all Related Party
Transactions is presented before the Audit Committee and Board on a quarterly basis,
specifying the nature, value and terms & conditions of the transactions. The said
transactions were reviewed and approved by the Audit Committee. As per Indian Accounting
Standard (Ind AS) 24 on 'Related Party Disclosures', the details of related party
transactions entered by the Company are included in the Notes to
Accounts.
The Policy on Related Party Transactions has been published on the Company's website
under the 'Investors' section at https://www. jetking.com/investors
RISK MANAGEMENT:
As per provisions of the Companies Act, 2013 and as part of good Corporate Governance,
the Company has laid down the procedures to inform the Board about the risk assessment and
minimization procedures and the Board shall be responsible for framing, implementing and
monitoring the risk management plans for the Company.
The main objective is to ensure sustainable business growth with stability and to
promote a pro-active approach in reporting, evaluating and resolving risks associated with
the business.
The Company has periodically reviewed the various risks associated with the business of
the Company. Such review includes risk identification, evaluation and mitigation of the
risk.
ESTABLISHMENT OF VIGIL MECHANISM:
In Compliance with Section 177(9) of the Act and Regulation 22 of the SEBI Listing
Regulation, the Company has adopted a Whistle
Blower Policy. The Audit Committee oversees the functioning of this policy. The
Company's vigil mechanism / Whistle blower Policy aims to provide the appropriate platform
and protection for Whistle Blowers to report instances of fraud and mismanagement, if any,
to promote reporting of any unethical or improper practice or violation of the Company's
Code of Conduct or complaints regarding accounting, auditing, internal controls or
suspected incidents of violation of applicable laws and regulations including the
Company's code of conduct or ethics policy or Code of Conduct for Prevention of Insider
Trading in the Company, Code of Fair practices and Disclosure. The Vigil Mechanism
provides a mechanism for employees of the Company to approach the Chairman of the Audit
Committee of the Company for redressal.
Details of the Vigil Mechanism and Whistle blower policy are covered in the Corporate
Governance Report, which forms part of this Annual Report and are made available on the
Company's website at https://www.jetking.com/investors.
During the financial year 2025-26, no cases under this mechanism were reported to the .
CORPORATE GOVERNANCE:
The Company is committed to maintain the highest standards of Corporate Governance and
adhere to the Corporate Governance requirements set out by SEBI. The Company has
implemented several of the best Corporate Governance Practices as prevalent globally. In
compliance with Regulation 34 and Schedule V of SEBI (LODR) Regulations, 2015, report on
the Corporate Governance forms part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report as stipulated under the Regulation 34(2)(e)
of the SEBI Listing Regulations and the same is presented in a separate section forming
part of this Annual Report. It provides details about the overall industry structure,
global and domestic economic scenarios, developments in business operations / performance
of the Company's various businesses, internal controls and their adequacy, risk management
systems, human resources and other material developments during the financial
2025-26.
SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:
The Company does not have any Subsidiary or Joint Venture Company as on March 31, 2026.
During the financialyear under review, the Company had one Associate Company, namely
Jetking Technologies Private Limited (formerly known as Jetking Skill Development
Private Limited), within the meaning of Section 2(6) of the Companies Act, 2013, read
with the Companies (Accounts) Rules, 2014. Following a recent allotment of securities by
Jetking Technologies Private Limited ("JTPL"), an associate company of the
Company, the Company's shareholding in JTPL has been diluted. As a result, the Company's
stake in JTPL has fallen below 20%, and it no longer has significant influence over JTPL.
Accordingly, JTPL has ceased to be from June 13, 2025. This change has been duly
considered for the purpose of preparation of standalone and consolidated financial
statements in accordance with the provisions of Section 129 of the Companies Act, 2013 and
applicable accounting standards. Further, necessary disclosures as per the provisions of
the Companies Act, 2013 have been made in Form AOC-1, which forms part of this report as Annexure-2.
STATUTORY AUDITORS:
First term of M/s. PYS & Co. LLP, Chartered Accountants (Firm Registration No.
012388S/S200048), as the Statutory Auditors of the Company, expires at the ensuing Annual
General Meeting. Pursuant to the provisions of Sections 139, 141 and 142 and other
applicable provisions of the Companies Act, 2013 read with the Companies (Audit and
Auditors) Rules, 2014, the Board of Directors based on the recommendation of the Audit
Committee and subject to the approval of members at ensuing Annual General Meeting, has
approved the re-appointment of M/s. PYS & Co. LLP, Chartered Accountants as Statutory
Auditors for second term of 5 consecutive years i.e. to hold office from conclusion of 42nd
Annual General Meeting till the conclusion of the 47th Annual General Meeting.
The remuneration payable to the Statutory Auditor shall be determined by the Board
based on the recommendation of the Audit
Committee.
M/s. PYS & Co. LLP, (FRN:012388S/S200048)haveconfirmedtheir eligibility and
independence criteria and gave consent under
Sections 139 of the Act, read with Companies (Audit and Auditors) Rules, 2014 for their
said re-appointment as the Statutory Auditor of the Company. In terms of the SEBI Listing
Regulations, the Statutory Auditor has also confirmed that they hold a valid certificate
issued by the Peer Review Board of the ICAI. Further, the report of the Statutory Auditor
along with the notes is enclosed with the
Financial Statements.
The report of the Statutory Auditor does not contain any qualification, reservation or
adverse remark or disclaimer and the said report along with the notes is enclosed with the
Financial Statements.
COST AUDITOR:
The Maintenance of the cost records, for the services rendered by the Company is not
required pursuant to Section 148(1) of the Act, read with Rule 3 of the Companies (Cost
records and Audit) Rules, 2014 and accordingly it is not required to appoint Cost Auditor.
SECRETARIAL AUDITOR:
Pursuant to the provisions Section 204 of the Act read with Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 and Regulation 24A of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, M/s. AVS & Associates, Practicing Company Secretaries
(Peer reviewed Firm), has been appointed as secretarial auditor of the company for a term
of 5 (five) consecutive years from FY 2025- 26 till FY 2029-30. The report of the
Secretarial Auditor in form MR-3 is annexed to this report as Annexure 3. The said
Secretarial Audit Report contains the following qualifications for the financial year
under review.
Sr Auditor's Comment No. |
Management's Response |
| 1. During the period under review, the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, arrangement and the
requirement for registration of the charge was not etc. e-Form CHG-1 for registration of
charge in respect of a vehicle loan which was not filed due to procedural lapse and
unavoidable circumstances. |
The omission in filing e-form form CHG-1 within the prescribed timeline
as per Section 77 of the Companies Act, 2013, was due to procedural lapse and unavoidable
circumstances, as the vehicle loan was considered to be an operational mentioned above
except financing identified at the relevant time. There was no intention to contravene the
provisions of the Companies Act, 2013. The Company has taken note of the observation and
has strengthened its internal compliance review mechanism to ensure that all borrowings
and security interestsfilingrequirements in are evaluated for statutory a timely manner.
The Management is also examining the appropriate course of action, including making
necessary applications, if permissible under the applicable provisions of the Act, to
regularize the matter. The Company remains committed to maintaining the highest standards
of corporate governance and statutory compliance and will ensure strict adherence to the
applicable provisions of the Companies Act, 2013 going forward.cc |
INTERNAL AUDITOR (IA):
M/s. Divatia & Mehta, Chartered Accountants, Mumbai was appointed to perform the
duties of internal auditors of the Company for the Financial Year 2025-26. The Internal
Auditors report to the Audit Committee and present their report on quarterly basis. The
Audit Committee reviews the report presented by the Internal Auditors and takes necessary
actions to close the gaps identified in a timely manner. Further, the Board on
recommendation of the Audit Committee at its meeting held on May 28, 2026, has
re-appointed M/s.
Divatia & Mehta, Chartered Accountants, as an Internal Auditor of the Company for
the financial year 2026-27.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND
OUTGO:
The operations of your Company are not energy intensive and hence, 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 applicable. However, the Company is taking all possible
measures to conserve energy. Several environment friendly measures are adopted by the
Company. The Company continued to give major emphasis for conservation of Energy. The
Company's operations do not require significant import of technology.
Foreign Exchange Earnings and Outgo during the Financial Year under review is given
below (on accrual basis):
(i) Foreign Exchange Earnings : Rs. 114.72 Lakhs (ii) Foreign Exchange Outgo : Rs.
102.52 Lakhs
DETAIL OF FRAUD AS PER AUDITORS REPORT:
During the year under review, neither the Statutory Auditors nor the Secretarial
Auditor has reported to the Board or Audit Committee, as required under Section 134 (3)
(ca) and 143(12) of the Companies Act, 2013, any instances of frauds committed against the
Company by its officers or employees, the details of which would need to be mentioned in
this Report.
ANNUAL RETURN:
Pursuant to Section 92(3) and 134(3)(a) of the Act read with Rule 12 of the Companies
(Management and Administration) Rules, 2014 as amended, the Annual Return of the Company
for the financial year 2025-26 is available on the Company's website at https://
www.jetking.com/investors
SECRETARIAL STANDARDS:
During the financial year under review, the Company has duly complied with the
Secretarial Standard i.e. Meetings of the Board of Directors (SS-1) and the Secretarial
Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of
India (ICSI) as mandated under Section 118(10) of the Act. These standards have been
followed in both letter and spirit to ensure proper governance, transparency, and
consistency in the conduct of Board and General Meetings.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to Section 134 of the Companies Act, 2013, and to the best of their knowledge
and belief and according to the information and explanations obtained by them, your
Directors confirm the following statements: (a) In the preparation of the annual accounts
for the financial year ended March 31, 2026; the applicable accounting standards have been
followed along with proper explanation relating to material departures; (b) The directors
have selected such accounting policies and applied them consistently and made judgments
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, 2026 and of the profit and loss 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 had prepared the annual
accounts on a going concern basis; (e) The Directors had laid down internal financial
controls to be followed by the company and those internal financial controls were adequate
and were operating efficiently; and (f) The directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
INTERNAL FINANCIAL CONTROLS:
The Company's internal control system is commensurate with the nature of its business
and the size and complexity of its operations. These are routinely tested and certified by
the Statutory as well as Internal Auditors. Significant thereon are reported to the Audit
Committee. The Audit Committee reviews the adequacy and effectiveness of the Company's
internal control environment and monitors the implementation of audit recommendations,
including those relating to strengthening of the Company's risk management policies.
INVESTOR EDUCATION AND PROTECTION FUND ('IEPF'):
Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF
Rules"), all unpaid or unclaimed dividends are required to be transferred by the
Company to the IEPF established by the Government of India, after the completion of seven
years. Further, according to the IEPF Rules, the shares on which dividend has not been
paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account of the IEPF Authority. Further, corresponding shares on
which dividend were unclaimed for seven consecutive years were transferred to IEPF
Authority as per the requirements of the IEPF Rules. Year-wise amounts of unpaid /
unclaimed dividends lying in the unpaid account up to the year, and the corresponding
shares, which are liable to be transferred are also available on the Company's website at
www.jetking.com. Further, your Company did not have any funds lying unpaid or unclaimed
for a period of Seven years.
Therefore, there were no funds which were required to be transferred to Investor
Education and Protection Fund (IEPF).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
During the year under review, the Members of the Company, pursuant to a Special
Resolution passed through Postal Ballot on May
01, 2025, approved the issuance of up to 4,28,622 (Four Lakh Twenty-Eight Thousand Six
Hundred Twenty-Two) Equity Shares at an issue price of '154/- (Rupees One Hundred
Fifty-Four Only) per Equity Share, comprising a face value of '10/- and a share premium of
'144/- per Equity Share.
Pursuant thereto, the Company allotted 3,96,156 (Three Lakh Ninety-Six Thousand One
Hundred Fifty-Six) Equity Shares on May 23,
2025, at an issue price of '154/- (Rupees One Hundred Fifty-Four Only) per Equity
Share, comprising a face value of '10/- and a share premium of '144/- per Equity Share,
pursuant to the in-principle approval granted by BSE Limited ("BSE") on May 09,
2025. The Company thereafter submitted the listing application in respect of the said
Equity Shares to BSE on June 10, 2025.
Subsequently, on September 23, 2025, BSE returned the aforesaid listing application,
inter alia, citing (i) deployment of the issue proceeds towards Virtual Digital Assets
prior to the amendment of the object clause of the Company; and (ii) its view that
investments in Virtual Digital Assets were speculative and were under policy
consideration. Aggrieved by the aforesaid decision of BSE, the Company filed an appeal
before the Hon'ble Securities Appellate Tribunal, Mumbai ("SAT") on October 09,
2025. Subsequent to the end of the financial year, SAT, vide its order dated May 08, 2026,
dismissed the appeal filed by the Company and upheld BSE's rejection of the listing
application in respect of the aforesaid Equity Shares. Consequently, the said Equity
Shares cannot presently be listed on BSE. The aforesaid order does not impose any monetary
penalty or fine on the Company and there is no order as to costs. The aforesaid matter has
no material impact on the financial results or financial position of the Company for the
financial year ended March 31, 2026. The Company is evaluating the implications of the
order. Any further material developments in the matter shall be disclosed in accordance
with the applicable provisions of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations,
2015.
DISCLOSURE UNDER 'THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013 ':
The Company has implemented a policy titled "Sexual Harassment at the Workplace
(Prevention and Redressal) Policy" in alignment with the provisions of The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An
Internal Complaints Committee, has been duly constituted to address and resolve complaints
pertaining to sexual harassment at the workplace. The Company is committed to provide a
safe and respectful working environment for all employees and maintains a zero-tolerance
approach towards any form of sexual harassment.
During the financial year under review, no complaints were received or reported under
the said Act. The summary of cases is as follows:
Sr. No. Particulars |
Comment |
| 1. Number of complaints of sexual harassment received in the year; |
NIL |
| 2. Number of complaints disposed off during the year; and |
NIL |
| 3. Number of cases pending for more than ninety days. |
NIL |
STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company hereby confirmsthat it is in compliance with the provisions of the
Maternity Benefit Act, 1961, and the rules made thereunder. All applicable benefits,
including maternity leave, nursing breaks, and other entitlements, have been duly provided
to eligible women employees in accordance with the law. The Company remains committed to
ensuring a safe, supportive, and inclusive workplace for all employees.
CORPORATE SOCIAL RESPONSIBILITY
The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social
Responsibility ("CSR") are not applicable to the Company, as the Company does
not meet the prescribed thresholds under the said Section. Accordingly, the Company is not
required to undertake CSR activities or constitute a CSR Committee.
GENERAL: i. There was no significant change in the nature of business of the
Company during the financial year. ii. During the financial year under review, no
applications were made or proceeding initiated against the Company under the Insolvency
and Bankruptcy Code, 2016 nor any such proceeding was pending at the end of the financial
year under review. iii. There was no one-time settlement done during the year. Hence,
disclosure of details of difference between amount of the valuation done at the time of
one-time settlement and the valuation done while taking loan from the Banks or Financial
Institutions is not applicable.
ACKNOWLEDGEMENT:
Your Directors are grateful to the Shareholders and Investors for their continued
patronage and confidence in the Company over the past several years. Your Directors also
thank the Central and State Governments, other Statutory and Regulatory Authorities for
their continued guidance, assistance, co-operation and support received.
Your Directors thank all our esteemed shareholders, clients, associates, bankers,
vendors and contractors and other stakeholders at large within the country and overseas
for their continued support, faith and trust reposed in the professional integrity of the
Company. With continuous learning, skill up gradation and technology development Company
will continue to provide world class professionalism and services to its clients,
associates, vendors and contractors.
Your Directors also wish to convey their sincere appreciation to all employees at all
levels for their dedicated efforts and consistent contributions and co-operation extended
and is confident that they will continue to contribute their best towards achieving still
better performance in future to become a significant leading player in the industry in
which Company operates.