To,

The Members,

Jetking Infotrain Limited

The Directors presenting the THIRTY NINTH 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 31^st March 2023:

RESULTS OF OUR OPERATIONS:

The highlights of your company's financial performance for the financial year ended March 31,2023 is summarized below:

(Rs in Lakhs)

Standalone:

During the Financial Year under review, the Company earned the Total Income of Rs.1996.84 Lakhs as against Rs.1580.67 Lakhs in the previous year and the Net Loss after Tax of Rs.11.49 Lakhs as against Net Profit after Tax Rs. 189.24 Lakhs in the previous year.

Consolidated:

During the Financial Year under review, the Company earned the Total Income of Rs. 2245.87 Lakhs as against Rs. 1795.74 Lakhs in the previous year and the Net Loss after Tax of Rs. 14.83 Lakhs as against Net Profit after Tax Rs. 173.62 Lakhs in the previous year.

TRANSFER TO RESERVES:

In view of the losses incurred, the Company has not transferred any amount to the Reserve for the financial year ended March 31, 2023.

DIVIDEND:

In view of the losses incurred, as a prudent economic measure and in order to conserve the scarce liquid resources of the Company, your directors do not recommend any dividend on the equity shares during the financial year under review.

CHANGES IN SHARE CAPITAL:

There are no changes in the Share Capital of the Company during financial year 2022-23. The paid up equity share capital of the company as on 31^st March, 2023 is Rs.5,90,75,000/-.

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.

NUMBER OF MEETINGS OF THE BOARD:

During the financial year ended 31^st March 2023, 5 (five) meetings were held on, 06^th April,2022, 27^th May, 2022, 11^th August, 2022, 11^th November, 2022 and 09^th February, 2023. The details of the attendance of the Directors at the Board and Committee meetings are provided in the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

Loans, Guarantees 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, 2023, if any, are set out in Note No: 14 & 7 to the Standalone Financial Statements of the Company.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION:

There were no material changes or commitments, affecting the financial position of the Company as on 31⁵¹ March, 2023 and upto the date of this report, except for the following transactions:

a. Divestment (Sale/Transfer) Of Shares Held In Its Material Subsidiary:

Jetking Technologies Private Limited '("JTPL") (formerly known as 'Jetking Skill Development Private Limited') was the wholly owned subsidiary of the Company. On account of Transfer/Sale of 6670 shares by the Company held in JTPL w.e.f 27^th March, 2023 JTPL ceased to be to be wholly owned subsidiary of the Company from the date of transfer.

The Shareholding of the Company Before and After Divestment of Shares in Jetking Technologies Private Limited is tabulated below:

b. Adoption of new line of business and consequent change in the Main Objects of the Company:

As the Company needed to manage office space for its owned properties, it understood the demand of the Co-working Business for which the Company received overwhelming response of such business and expected decent cashflow from the said line of business. Accordingly, the Company proposed and passed a resolution in its Board meeting held on 22^nd May, 2023, subject to the approval of Shareholders in the ensuing Annual General Meeting, to alter the Main object of the Company by adding the following object which shall be in line with the other Business item of the Company.

"To establish, operate, provide, undertake, develop, manage, promote, own, organise, conduct, or wind up, facilities management and services in relation to fully or partly furnished, staffed and equipped or otherwise, property, premises, buildings, commercial premises, including one more individual offices, and offering ancillary business services, space management and communications infrastructure (including video and audio conferencing facilities), building maintenance, administration and contract management, provide facilities for serviced offices , business centers, coworking and shared office spaces, meeting and training rooms and virtual offices on Company's owned or rented premises directly or through specialised agencies in India or abroad."

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 in-principal approval to different types of related party transactions that are recurring in nature and in the ordinary course of business. As per Accounting Standard (AS) 24 on 'Related Party Disclosures', the details of related party transactions entered into 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

Further, none of these contracts/arrangements/transactions with related parties could be considered material in nature as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Thereby disclosure in 'Form AOC 2' is not required in this regard.

However, only approval from the shareholder of the company was taken on 18^th March 2023 w.r.t the below- mentioned transactions with related parties which are material in nature as per Regulation 23 of SEBI ((Listing Obligations and Disclosure Requirements) Obligations and Disclosure Requirements) Regulations, 2015 and also outside the purview of ordinary course of business: -

1. Purchase of property from the relatives of Mr. Nand Bharwani, Vice Chairman and Non- Executive Director of the Company.

2. Purchase of property from Mr. Harsh Bharwani, Whole-Time Director and Chief Executive Officer of the Company jointly with Mr. Avinash Bharwani, Whole-Time Director of the Company.

The Management had provided the Audit Committee with the relevant details, as required under law, of the proposed RPTs including material terms and basis of pricing. The Audit Committee, after reviewing all necessary information, had granted approval for entering the above-mentioned RPTs.

Also, necessary approval from members was taken through Postal Ballot on 18^th March 2023.

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 to 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 Audit Committee of the Company has periodically reviewed the various risk associated with business of the Company. Such review includes risk identification, evaluation and mitigation of the risk.

ESTABLISHMENT OF VIGIL MECHANISM:

The Company has a Vigil Mechanism in place to enable the employees and various other stakeholders to report serious concerns and matters to the Management. Details of this mechanism are mentioned in the Corporate Governance Report and also in the Whistle Blower Policy published on the website of the Company under the 'Investors' section at https://www.jetking.com/investors.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis of the financial conditions, future outlook and results of the operations of the Company for the financial year under review, as stipulated under Regulation 34 (2) (e) of SEBI (LODR) Regulations, 2015 is presented in separate section forming part of the Annual Report.

SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES:

Your Company had one wholly owned subsidiary named 'Jetking Technologies Private Limited' (Formerly known as 'Jetking Skill Development Private Limited'). The name of the wholly owned subsidiary company was changed vide certificate received from Registrar of Companies, Mumbai with effect from 09^th November, 2022 as the management was of the opinion that it will bring better result in terms of increase in pace of growth and representation of the company in the Market and the changed name shall reflect the nature of the business i.e. to provide end to end IT Solutions to Corporates.

However, with effect from 27^th March 2023, Jetking Technologies Private Limited' (Formerly known as 'Jetking Skill Development Private Limited') ceased to be wholly owned subsidiary on account of Transfer/Sale of 6670 shares held in Jetking Technologies Private Limited.

The Shareholding of the Company Before and After Divestment of Shares in Jetking Technologies Private Limited is tabulated below:

The Statement containing salient features of the financial statement of associate companies pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014 has been given under Annexure - 1.

STATUTORY AUDITORS:

M/s. PYS & Co. LLP Chartered Accountants (Firm Registration No. 012388S/S200048) who were appointed as the Statutory Auditors of the Company at the 37^th Annual General Meeting ('AGM') held on 29^th September, 2021 will continue to hold the office until the conclusion of the Annual General Meeting of the Company to be held in the year 2026 for the financial year ended March 31,2026.

There is no qualification, reservation, adverse remark, disclaimer or modified opinion in the Auditors' Report, which calls for any further comments or explanations.

COST AUDITOR:

The Central Government of India has not specified the maintenance of the cost records under sub-section (1) of section 148 of the Act for any of the products of the company. Accordingly, during the financial year under review, maintenance of Cost Records and Cost Audit was not applicable to the Company.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. AVS & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. Secretarial Audit Report for the Financial Year 2022-23 as issued by them in the prescribed Form MR-3 is annexed to this Report as Annexure 2.

The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark for the financial year under review.

INTERNAL AUDIT (IA):

M/s. Divatia and Mehta, Chartered Accountants, have been appointed as the Internal Auditors of the Company. Audit Committee provides direction and monitors the effectiveness of the Internal Audit function. The scope of internal audit extends to in-depth audit of accounting & finance, revenue and receivables, purchases, capital expenditure, statutory compliances, HR, payroll and administration etc. 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.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION:

As your Company is into service industry, the activities of the Company are not energy intensive. However, your Company recognizes the necessity of conservation of energy and technology absorption, though it is not practical to quantify the same in monetary terms.

In terms of research, development and innovation, it is Company's constant endeavor to be more efficient in providing services and encourages innovation in its day-to-day practices.

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.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Foreign Exchange Earnings and Outgo during the Financial Year under review is given below (on accrual basis):

(i) Foreign Exchange Earnings : Rs. 188.54 Lakhs

(ii) Foreign Exchange Outgo : Rs. 32.98 Lakhs

MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, as amended from time to time, the Board has carried out an annual performance evaluation of its own performance as well as of its committees thereof and of the Directors individually. The manner in which the evaluation has been carried out has been covered in the Corporate Governance Report.

Further, to comply with the requirements of Regulation 25 (4) of SEBI (LODR) Regulations, 2015, the Independent Directors evaluated the performance of Chairman, Non-Independent Directors and Board as a whole in their meeting held on 09^th February, 2023.

FAMILIARISATION PROGRAMME FOR THE INDEPENDENT DIRECTORS:

In compliance with the requirements of Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) 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 details of training and familiarization Programme have been provided under the Corporate Governance Report.

PARTICULARS OF EMPLOYEES:

The total employee strength of the Company as on March 31,2023 stood at 216.

The disclosures on managerial remuneration as required under Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure 3 appended to the Directors' Report.

In accordance with the provisions of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the names and other particulars of employees who were in receipt of remuneration of Rs.1 Crore and 2 Lakhs or more per annum, (if employed throughout the financial year) and employees who were in receipt of Rs.8.5 Lakhs or more per month (if employed for part of the year) need to be disclosed in the Board report. However, there are no such employees who were in receipt of remuneration as provided under Rule 5(2) above.

ANNUAL RETURN:

The Annual Return of the Company as on 31^st March, 2023 in Form MGT - 7 in accordance with Section 92 (3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.jetking.com/investors

SECRETARIAL STANDARDS:

The Company has complied with the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3) (C) of the Companies Act 2013, the Directors of your Company confirm that:

1. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2. Appropriate accounting policies have been selected and applied consistently, and reasonable and prudent judgments and estimates have been made so as to give a true and fair view of the state of affairs of the Company as at 31^st March 2023 and of the loss of the Company for the year ended 31⁵¹ March 2023.

3. 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.

4. The annual accounts have been prepared on a going concern basis.

5. Internal financial controls for ensuring the orderly and efficient conduct of the business, safeguarding the Company's assets, the prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information etc. are in place and that such internal financial controls are adequate and were operating effectively.

6. Proper systems are in place to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

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 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 is annexed as Annexure 4 and forms part of the Annual Report.

LISTING OF EQUITY SHARES:

The equity shares of your Company are listed at the BSE Limited (BSE). The Company has paid the Annual Listing Fees to BSE for the Financial Year 2022-23.

APPOINTMENTS, RETIREMENTS AND RESIGNATIONS OF THE DIRECTORS AND KMP:

Mr. Harsh Suresh Bharwani (DIN: 02020253),Whole Time Director of the Company was also appointed as a Chief Executive Officer of the Company in the Board meeting dated 27^th May, 2022 with effect from 27^th May, 2022. Further, he has been re-appointed as a Whole-time Director for a period of 3 years w.e.f. 31^st August, 2023 to 30^th August, 2026 vide Board meeting dated 22^nd May, 2023, liable to retire by rotation, subject to members approval in the ensuing Annual General Meeting.

Mr. Avinash Suresh Bharwani (DIN: 00981105) was appointed as an Additional Director (Executive and Whole time Director) of the Company in the Board meeting held on 11^th August, 2022 with effect from 11^th August, 2022 and the same was regularized in the Annual General Meeting of the Company held on 14^th September, 2022 to hold office for a period of 3 (Three) years from 11^th August, 2022 to 10^th August, 2025, liable to retire by rotation.

Mr. Nilesh Bhogilal Gandhi (DIN: 03570656) was appointed as an Additional Director (Non - Executive in the capacity of Independent Director) of the Company in the Board meeting held on 11^th August, 2022 with effect from 11^th August, 2022 and the same was regularized in the Annual General Meeting of the Company held on 14^th September, 2022 to hold office for a period of 5 (Five) consecutive years from 11^th August, 2022 to 10^th August, 2027 and shall not be liable to retire by rotation.

In terms of the applicable provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nand Bharwani (DIN: 00618386), will retire by rotation at ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment.

Mr. Pritesh Jhaveri (Membership no. ACS 51446), had relinquished his office as a Company Secretary and Compliance officer of the Company w.e.f 05^th June, 2023.

Mr. Deepesh Shah (Membership no. ACS 52042) has been appointed as the Company Secretary and Compliance Officer in Whole Time Employment of the Company and Key Managerial Personnel with effect from 01^st July, 2023 by the Board of Directors at their Board meeting held on 22^nd May, 2023.

The Independent Directors of your Company - Mr. Surjit Banga, Mr. Manoj Mandavgane, Mr. Mehul Kuwadia, Mrs. Swati Bhatt and Mr. Nilesh Gandhi have confirmed and declared that they meet the criteria for continuing as the Independent Directors on the Board of the Company.

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 aware of any 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 fulfilled all 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.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and specified employees 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 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 in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. The Code gives guidance through examples on 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 Whole Time Directors of the Company appears elsewhere in this Annual Report.

STATEMENT OF BOARD OF DIRECTORS:

The Board of Directors of the Company are of the opinion that all the Independent Directors of the Company including new appointment possesses highest standard of integrity, relevant expertise and experience required to best serve the interest of the Company.

DECLARATION BY THE COMPANY:

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164(2) of the Act read with Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

COMMITTEES OF THE BOARD:

The Board currently has Three (3) mandatory committees under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 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 various Board 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, Senior Management including Key Managerial Personnel (KMP) 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.

INTERNAL FINANCIAL CONTROLS:

The Company's internal control system 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 audit observations and follow-up action 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. During the year, the Company has transferred the unclaimed and unpaid dividend of Rs. 2,08,966/- to 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 provided in the Corporate Governance Report and are also available on the Company's website at www.jetking.com.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in future.

DISCLOSURE UNDER 'THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place, the 'Sexual Harassment at the Workplace (Prevention and Redressal) Policy' in line with the requirements of 'The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee i.e. Jetking Sexual Harassment Redressal Committee (JSHRC) has been set up to redress complaints on sexual harassment. The Company affirms that during the year under review, no cases were filed under the said Act by any of its woman employees before Committee.

GENERAL:

i. The Managing Director of the Company has not received any remuneration or commission from the associate company. Further the Company doesn't have any Holding Company.

ii. The Company has not issued equity shares with differential rights as to dividend, voting or otherwise;

iii. The Company has not issued any sweat equity shares to its directors or employees.

iv. During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have 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.

v. During the year, the Company does not issue any ESOP scheme for its employees/Directors. Further, the Company has not issued any sweat equity shares or shares having differential voting rights.

vi. There was no change in the nature of business of the Company during the financial year.

vii. Considering the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company and others entitled thereto. Any shareholder interested in obtaining a copy thereof, may write to the Company Secretary in this regard.

ACKNOWLEDGEMENT:

Your directors wish to express their gratitude to the Bankers, Financial Institutions, Government Authorities, Customers,

Vendors, Consultants, advisors and Members for their direct and indirect co-operation and look forward to their

continued support in the future.