Dear Members

Your directors are pleased to present the 28^th Annual Report of JPTSecurities Limited (‘Company') together with the Audited Financial Statements for theyear ended March 312022.

Financial Highlights (Standalone)

The financial performance of the Company for the financial year ended March 312022 issummarized below:

(Rupees in Lacs)

Note: Previous year's figures are regrouped/rearranged wherever necessary.

Review of Company's Affairs

Your Company is a Non-deposit taking Non-Banking Financial Company. During the yearunder review the Company has earned total income of Rs. 5.52 Lacs as compared to theincome of Rs. 50.84 Lacs during the previous financial year. The loss after tax as onMarch 312022 amounted to Rs. 0.28 Lacs as against loss of Rs. 1.35 Lacs during theprevious financial year.

Impact of COVID-19 on business

As in case of all other businesses and companies all over the world the business ofthe Company has also been impacted due to COVID-19 pandemic for the FY 2021-22.Notwithstanding the same the Company is highly optimistic about the country's economicrevival as well as the Company's own business activities.

Dividend

With a view to conserve resources your Directors do not recommend dividend for theyear under review Reserves

During the year under review no amount has been transferred to Statutory ReserveAccount as prescribed by section 45-IC of the Reserve Bank of India Act 1934 being 20%of the profits after taxes for the year.

Extract of Annual Return

The Annual Return in Form MGT-7 as required under Section 92 (3) of the Companies Act2013 (Act) is available on the website of the Company viz.http://www.jptsecurities.com/investor-desk-annual-report.php

Material Changes and Commitments:

From April 012019 IND-AS is applicable to your Company a part from this there havebeen no material changes and commitments occurred between the end of financial year of theCompany and the date of this report affecting the financial position of the Company as atMarch 312022.

Particulars of Loan Guarantees and Investments

Details of Loans Guarantees and Investment are given in the notes forming part ofFinancial Statements.

Particulars of Contracts or Arrangements with Related Parties

All Related Party Transactions (RPTs) are placed on a quarterly basis before the AuditCommittee and before the Board for approval. Prior omnibus approval of the Audit and theBoard is obtained for the transactions which are of a foreseeable and repetitive nature.

All RPTs entered during the year were in Ordinary Course of the Business and on Arm'sLength basis. No Material RPTs entered during the year as per Section 188 of the Actwhich require approval of the member. The disclosures on RPTs are made in the Notes to theFinancial Statements of the Company. Hence the Company has nothing to report in FormAOC-2 and the same is not annexed.

Deposits

During the year under review the Company had not accepted any deposits within themeaning of Section 73 of the Act and rules made thereunder.

Details of Subsidiaries & Associate Company

During the year under review the Company has one Associate Company namely JPT ShareServices Private Limited (‘JSSPL'). The performance and financial position of JSSPLis provided as a separate statement to the Consolidated Financial Statements Form AOC-1 inaccordance with the provisions of Section 129 read with Rule 5 of the Companies (Accounts)Rules 2014.

Details of Directors and Key Managerial Personnel

Ms.Gayathri Ramachandran resigned as an Independent Director of the Company due topre-occupation health issues and age factor w.e.f September 15 2021. The Board placed onrecord the appreciation for the valuable contribution rendered by Ms. GayathriRamachandran during her tenure as a Director of the Company.

Mr. J. Alexander ceased to be Director of the Company due to his death on January 142022.

The Board of Directors on recommendation of the Nomination and Remuneration Committeeappointed. Mr. Rakesh Bajaj as Additional (Independent) Director and Ms. Priyanka Gandhias Additional Director of the Company w.e.f February 112022.

Pursuant to the provisions of Section 152 of the Act Mr. Chintan Chheda (DIN:08098371) retires by rotation at ensuing AGM and being eligible offers himself forre-appointment.

Further Ms. Avni Garnara resigned as Company Secretary under the category ofWhole-time Key Managerial Personnel of the Company w.e.f December 14 2021.

In terms of provisions of Section 203 of Companies Act 2013 read with Rule 8 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as on March312022 Mr. Chintan Chheda Whole Time Director and Mr. Arun Sahu Chief FinancialOfficer are the KMP's of the Company.

Company is looking for eligible candidate for the position of Whole time CompanySecretary In terms of provisions of Section 203 of Companies Act 2013 read with Rule 8 ofCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Declaration by the Independent Directors

The Company has received necessary declarations from each Independent Directors underSection 149(7) of the Act that he/ she meets the criteria of independence laid down inSection 149(6) of the Act and SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 (SEBI Regulations).

Independent Director's Meetings

The Independent Directors Mr. J. Alexander Ms. Gayathri Ramachandran and Mr. V.Ramanan met without the attendance of Non- Independent Directors and the members of theManagement. The Independent Directors inter alia reviewed the performance of Non-Independent Directors and the Board as a whole; the performance of the Chairman of theCompany and assessed the quality quantity and timeliness of flow of information betweenthe Company Management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

Performance Evaluation

The Act stipulates the performance Evaluation of the Directors Board and itsCommittees. The Company has devised the criteria for performance evaluation after approvalby the Nomination & Remuneration Committee/Board of Directors on the basis of whichthe annual performance evaluation of the Directors Board and Board Committees has beencarried out.

The criteria for performance evaluation of Independent Directors are mainly devisedbased upon the parameter for professional conduct role functions and duties laid underSchedule IV to the Act. The Evaluation process focused on various aspects of thefunctioning of the Board and its Committees such as composition of the Board andCommittees participation in discussions etc. Performance evaluation of individualDirectors was on parameters such as attendance contribution constructive and activeparticipation etc.

The Independent Directors at their separate Meeting evaluated the performance of Non-Independent Directors including Chairperson of the Company and the Board as a whole; theperformance of the Chairman of the Company and assessed the quality quantity andtimeliness of flow of information between the Company Management and the Board that isnecessary for the Board to effectively and reasonably perform their duties. Theperformance of all directors was also evaluated by the Nomination and RemunerationCommittee.

The Board of Directors considered the performance evaluation of the Directors Boardand Board Committees. The performance evaluation of the Independent Directors was carriedout by the entire Board excluding the concerned Director being evaluated.

Directors Responsibility Statement

In accordance with the provisions of Section 134(3)(c) and Section 134(5) of the Actyour Directors confirm that:

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

(b) The Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 312022 and of the profit andloss of the Company for that period;

(c) The Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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; and

(e) The Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively;

(f) The Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

Number of Board Meetings

During the Financial Year 2021-22 four meetings of the Board of Directors of thecompany were held on June 30 2021 August 112021 November 10 2021 and February 112022. The maximum time gap between any two consecutive meetings did not exceed one hundredand twenty days.

The attendance of each Director at the said Board Meetings for FY 2021-22 is givenbelow

Note: (i) No. of Board Meetings held reflects the no. of meetings held in the tenure ofthe concerned Director in financial year 2021-22.

*Mr. J. Alexander ceased to be Independent Director due to death on January 14 2021**Ms. Gayathri Ramchandran resigned as Independent Director w.e.f September 15 2021***Mr. Rakesh Bajaj appointed as Additional Director (Independent Director) w.e.f February112022 ****Ms. Priyanka Gandhi appointed as Additional Director w.e.f February 112022Audit Committee

As on March 312022 the Audit Committee comprises of Mr. V. Ramanan (Chairman) Mr.Rakesh Bajaj and Mr. Chintan Chheda as Members. All the recommendations made by the AuditCommittee were accepted by the Board.

The Audit Committee met four times during the financial year under review. The meetingsof the Committee were held on June 30 2021 August 112021 November 10 2021 andFebruary 112022.

The attendance of each Members at the said Committee Meetings for FY 2021-22 is givenbelow:

Note: (i) No. of Meetings held reflects the no. of meetings held in the tenure of theconcerned Members in financial year 2021-22

*Mr. J. Alexander ceased to be Independent Director due to death on January 14 2021

**Ms. Gayathri Ramchandran resigned as Independent Director w.e.f September 15 2021

***Mr. Rakesh Bajaj appointed as Additional Director (Independent Director) w.e.fFebruary 112022

Nomination and Remuneration Committee:

As on March 312022 the Nomination and Remuneration Committee comprises of Mr. V.Ramanan and Mr. Chintan Chheda as Members.

The Nomination and Remuneration Committee met once during the financial year underreview. The meeting of the Committee was held on February 112022.

The attendance of each Members at the said Committee meetings for FY 2021-22 is givenbelow:

Note: (i) No. of Meetings held reflects the no. of meetings held in the tenure of theconcerned Members in financial year 2021-22 *Mr. J. Alexander ceased to be IndependentDirector due to death on January 14 2021 **Ms. Gayathri Ramchandran resigned asIndependent Director w.e.f September 15 2021 Stakeholders Relationship Committee:

The Stakeholder Relationship Committee comprises of Mr. Chintan Chheda (Chairman) Mr.V. Ramanan and Ms. J. Alexander as Members. As per Regulation 15 of SEBI Regulations thecompliance with Corporate Governance provisions is not applicable to the meeting nomeeting is conducted in FY 2021-22.

Statutory Auditors:

M/s. Bharat Shah & Associates Chartered Accountants (Registration No. 101249W)were appointed as the Statutory Auditors of the Company at the 24^th AnnualGeneral Meeting (AGM) held on September 28 2018 for a term of five years until theconclusion of the Company at the 29^th AGM subject to ratification by themembers at every AGM interms of Section139 of the Act. In accordance with the Companies(Amendment) Act 2017 enforced on May 07 2018 by the Ministry of the Corporate Affairsthe appointment of Statutory Auditors is not required to be ratified at every AGM bymembers and same has been dispensed with. Accordingly no such item has been considered in28^thAGM notice.

Auditors' Report

The Auditors' Report to the Members on the Accounts of the Company for the financialyear ended March 312022 does not contain any qualification. The observation in theAuditor's Report by M/s. Bharat Shah & Associates Chartered Accountant shave beendealt with in the relevant Notes to Accounts which are self -explanatory.

Internal auditors:

Looking the size and nature of the business Board of Directors in their meeting heldon February 112022 decided to appoint Mr. Arun Sahu Chief Financial Officer Employee ofthe Company as Internal Auditor of the Company pursuant to Section 138 (1) of the Act. TheAudit Committee reviewed the Internal audit Report.

Secretarial Auditor:

Pursuant to Section 204 of the Act the Board has appointed M/s. Jaisal Mohatta &Associates Practicing Company Secretary Mumbai as its Secretarial Auditors to conductthe Secretarial Audit of the Company for the financial year 2021-22. The Secretarial AuditReport for the financial year ended March 31 2022 is as annexed to this report asAnnexure I. There has been a delay/non-filing of a form/returns due to unavailability ofrequisite information/technical issues/ documents. With respect to other observation theSecretarial Audit Report is self-explanatory and have been addressed under the specificheading in the later part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis (‘MDA') Report for the year under review asstipulated under Regulation 34 of SEBI Regulations read with Schedule V of the saidRegulations forms part of this Annual Report.

Adequacy of Internal Financial Control with reference to the Financial Statements

The Company has internal control systems commensurate with the size scale andcomplexity of its operations. The Audit Committee monitors and evaluates the efficacy andadequacy of internal control systems in the Company.

The Company has in place adequate internal financial controls with reference toFinancial Statements. The report of the Statutory Auditors states about the existence ofadequate internal financial control systems and its operating effectiveness. During theyear no reportable material weakness in the design or operation was observed in theinternal financial controls.

Managerial Remuneration

Disclosures of the ratios of the remuneration of each director to the median employee'sremuneration details as required pursuant to Section 197(2) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isannexed to this Report as Annexure II.

None of the Directors of the Company are in receipt of any commission from the Companyor from any Subsidiary of the Company. The details of remuneration paid to the Directorsof the Company are given in Extract of Annual Return.

Risk Management Policy

Pursuant to the requirement of Section 134 of the Act and SEBI the Company has alreadyin place a Risk Management Policy. The Company has a robust Risk Management framework tosafeguard the organization from various risks through adequate and timely actions. It isdesigned to anticipate evaluate and mitigate risks in order to minimize its impact on thebusiness. The elements of risk as identified for the Company are set out in the ManagementDiscussion and Analysis (MDA) Report forming part of the Board's Report.

Significant & Material Orders Passed By the Regulators or Courts Or Tribunal

There are no significant material orders passed by the regulators or courts ortribunals which would impact the going concern status and company's operations in futureexcept as otherwise disclosed in this report.

Nomination & Remuneration Policy

The Nomination and Remuneration Committee comprises of Mr. V. Ramanan and Mr. ChintanChheda as Members.

The Nomination and Remuneration Policy recommended by the Nomination and RemunerationCommittee is duly approved by the Board of Directors of the Company and is annexed to thisReport as Annexure III.

Vigil Mechanism/Whistle Blower Policy

The Company has implemented Vigil Mechanism/Whistle Blower Policy which encourages theWhistle Blower to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct or ethics policy. The mechanismprovides for adequate safeguards against victimization of Whistle Blower who avail of suchmechanism and also provides for direct access to the Chairman of the Audit Committee inexceptional cases.

Sexual Harassment

During the year under review there were no cases filed pursuant to the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Particulars of Employees

In terms of Section 136 of the Act the Annual Report and Financial Statements arebeing sent to the Members of the Company and others entitled thereto excluding theinformation pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014. If any Member is interested in obtaining a copythereof such Member may write to the Company Secretary in this regard. Upon such requestthe information will be made available.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business of the Company there are no particulars to bedisclosed relating to the Conservation of Energy Research and Development and TechnologyAbsorption as required under the Companies (Accounts) Rules 2014 for the year underreview. Further the Foreign Exchange Earnings during the year under review and theForeign Exchange Outgo is Nil.

Corporate Social Responsibility (CSR) Policy

The provisions of Section 135 of the Act relating to Corporate Social Responsibilityare not applicable to the Company.

Listing Fees

The Company is yet to pay Annual Listing Fees (ALF) of BSE Limited for FY 2020-21 &FY 2021-22 and 2022-23. For the nonPayment of ALF the Company has received the remindersfor making the said payment.

Appreciations and Acknowledgment

The Board of Directors wishes to express its sincere appreciation and thanks to allcustomers suppliers banks financial institutions solicitors advisors Government ofIndia and other regulatory authorities for their consistent support and cooperation. Yourdirectors appreciate the contribution made by the employees of the Company and acknowledgetheir hard work and dedication. Your directors are also deeply grateful to the Members forthe confidence and faith that they have always placed in the Company.