To

The Members,

JOJO Limited

(Formerly known as Madhuveer Com 18 Network Limited)

Your directors have pleasure in presenting their 30 th Annual Report on the business and operations of the Company together with its Audited Accounts for the year ended March 31, 2026. The Management Discussion and Analysis is also included in this Report.

1. FINANCIAL RESULTS :

The highlights of the financial results of the Company for the financial year ended March 31, 2026 are as under:

(Rs. In Lacs)

2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'S AFFAIR :

During the year under review the Standalone total income was Rs. 2259.37/- Lacs as compared to Rs. 232.84/- Lacs of the previous Year 2024-25. The Company has provided Rs.66.92/- Lacs for depreciation. After making all necessary provisions for current year and after taking into account the current year net profit and total provisions for taxation, the surplus carried to Balance Sheet is Rs.588.64/- Lacs. The Promoters, Board of Directors and entire management team are putting their stern effort to achieve targeted turnover in the segment business of entertainment, production, purchase and sale of films and event management.

3. CHANGE IN THE NATURE OF BUSINESS :

The Company is engaged in the business of entertainment, production, purchase and sale of films and event management .

4. CHANGE OF NAME :

During the year the company has changed its name from Madhuveer com 18 Networks Limited to JoJo Limited though postal ballot notice dated January 31, 2026.

5. FINANCE :

The Company has not availed any loan from banks during the year under review.

6. DETAILS PERTAINING TO SHARES IN SUSPENSE ACCOUNT:

The Company does not have any shares in the demat suspense account or unclaimed suspense account. Hence, Disclosures with respect to demat suspense account/ unclaimed suspense account are not required to mention here

7. SHARE CAPITAL :

The paid-up Equity Share Capital as on March 31, 2026 was Rs. 2,54,80,7000/-. During the year under review, the Company allotted 10,00,000 (Ten Lakh) Equity Shares to Mr. Sagar Shah , upon receipt of 75% of the allotment money payable thereon, in accordance with the terms and conditions of the issue. The said Equity Shares were duly allotted to Mr. Sagar Shah upon receipt of the requisite allotment money.

A) Allotment of equity shares pursuant to conversion of convertible warrants:

During the year under review, the Company allotted 10,00,000 (Ten Lakh) Equity Shares to Mr. Sagar Shah , upon receipt of 75% of the allotment money payable thereon, in accordance with the terms and conditions of the issue. The said Equity Shares were duly allotted to Mr. Sagar Shah upon receipt of the requisite allotment money.

B) Issue of equity shares with differential rights:

During the year under review, the Company has not issued any shares with differential voting rights .

C) Issue of sweat equity shares:

During the year under review, the Company has not issued any sweat equity shares.

D) Issue of employee stock options:

During the year under review, the Company has not issued any employee stock options.

E) Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees:

The Company has no scheme of provision of money for purchase of its own shares by employees or by trustees for the benefit of employees. Hence the details under rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2014 are not required to be disclosed.

8. UTILISATION OF PROCEEDS OF PREFERENTIAL ISSUE

Details of amount utilized from convertible warrants till March 31, 2026 is as follows:

9. DIVIDEND :

The Board of Directors of the company has recommended final dividend of 0.5% Rs.0.025 per equity share of Rs.5/- each face value for the financial year 2025-26, subject to the approval of shareholders in the ensuing 30 th Annual General Meeting.

10. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES :

Pursuant to provisions of Companies Act, 2013, following Companies are the Wholly Owned Subsidiary Company of the Company:

Disclosures related to the particulars of the Subsidiary Companies, as required under sub-section (3) of Section 129 read with rule 5 of Companies (Accounts) Rules, 2014, has been made in form AOC-1 and the same is annexed to this report as Annexure-A . Further, The Company does not have any other subsidiary or joint venture Company.

11. DIRECTORS AND KMP :

a) Key Managerial Personnel:

The following are the Key Managerial Personnel of the Company.

*Appointed as Company Secretary and Compliance officer w.e.f. 19/01/2026 **Resigned w.e.f. 04/06/2026

b) Director:

The following are the Director of the Company.

c) Appointment/Re-appointment:

• Pursuant to the provisions of Section 152 and other applicable provisions if any, of the Companies Act, 2013, Mr. Sagar Samir Shah (DIN: 03082957), Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and is eligible offers himself for re-appointment .

d) Changes in Directors and Key Managerial Personnel:

During the year, the following changes occurred in the Composition of Board Directors due to Appointments and Resignations of several Directors and KMP:

e) Declaration by an Independent Director(s) and reappointment, if any:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have complied with the Code of Conduct for Independent Directors prescribed in Schedule IV of the Companies Act, 2013 and the Code of conduct formulated by the Company as hosted on the Company's Website i.e. www.ioiolimited.com

12. ANNUAL RETURN:

Pursuant to Sub-section 3(a) of Section 134 and Sub-section (3) of Section 92 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the copy of the Annual Return of the Company for the Financial Year ended on 31 st March 2026 in Form MGT-7 is uploaded on website of the Company and can be accessed at www.ioiolimited.com

13. INVESTOR EDUCATION AND PROTECTION FUND ('IEPF')

A detailed disclosure with regard to the IEPF related activities undertaken by your Company during the year under review forms part of the Report on Corporate Governance.

14. NUMBER OF MEETINGS OF THE BOARD :

The Board of Directors met seven (7) times during FY 2025-26.The details of the board meetings are provided in Corporate Governance Report.

15. DIRECTORS' RESPONSIBILITY STATEMENT :

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors made 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 have been selected and applied consistently and iudgment 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 system to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

16. DECLARATION BY INDEPENDENT DIRECTOR & BY THE COMPANY:

All Independent Directors have given the required declarations under Section 149(7) of the Act, confirming that they meet the criteria of independence.

17. DETAIL OF FRAUD AS PER AUDITORS REPORT :

There is no fraud in the Company during the Financial Year ended March 31, 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 March 31, 2026.

18. BOARD'S COMMENT ON THE AUDITORS' REPORT :

There were no qualifications, reservations or adverse remarks made by Auditors in their respective reports. 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.

19. AUDITORS :

A. Statutory Auditors :

The Company's Auditors, M/S. Shah Sanghvi and Associates, Chartered Accountants, Ahmedabad who was appointed in the Annual General Meeting in the year 2025 for a period of 5 years.

B. Secretarial Audit :

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed PCS Rupal Patel, Practicing Company Secretary , to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as 'Annexure -B'. Point wise Reply for qualification Remark in Secretarial Audit Report is as under:

1. The Company confirmed to take due care in timely compliance of SEBI LODR.

2. The Company has paid for application at BSE amounting to Rs.11,800/- on 24/09/2025.

20. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY:

Risk management is embedded in your company's operating framework. Your company believes that managing risk helps in maximizing returns. The company's approach to addressing business risk is comprehensive and includes periodic review of such risks and a framework for mitigating controls and reporting mechanisms of such risks. The risk management framework is reviewed periodically by the Board and the Audit Committee. Some of the risks that the company is exposed to are:

Film/Content Production and Price Risks

The Company is exposed to risks associated with the production, acquisition and sale of films and other entertainment content, including fluctuations in production costs, acquisition costs and market demand. The Company proactively manages these risks through prudent budgeting, cost control, careful selection and acquisition of content, effective inventory management and proactive vendor development practices. The Company's reputation for quality content, product differentiation, strong brand image and robust marketing and distribution network helps mitigate the impact of cost and price fluctuations on the Company's films and entertainment content.

Regulatory Risks

The company is exposed to risks attached to various statues and regulations including the company Act. The company is mitigating these risks through regular review of legal compliances carried out through internal as well as external compliance audits.

Human Resources Risks

Retaining the existing talent pool and attracting new talent are major risks. The company has initialed various measures including rolling out strategic talent management system, training and integration of learning and development activities.

Strategic Risks

Emerging businesses, capital expenditure for capacity expansion, etc., are normal strategic risk faced by the company. However, the company has well-defined processes and procedures for obtaining approvals for investments in new business and capacity expansion etc.

21. AUDIT TRAIL APPLICABILITY (AUDIT AND AUDITORS) RULES 2014 - RULE 11 OF THE COMPANIES ACT 2013:

The Company has used accounting software for maintaining its books of account for the financial year ended March 31, 2026 which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the softwares.

22. TRANSFER TO RESERVES:

Out of the profits available for appropriation, no amount has been transferred to the General Reserve and the balance amount of Rs.588.64/- lacs has been carried forward to profit & loss account.

23. LIQUIDITY:

The Company manages its liquidity prudently to meet our strategic objectives. We clearly understand that the liquidity in the Balance Sheet is to ensure balance between earning adequate returns and the need to cover financial and business risks. Liquidity also enables the Company to position itself for quick responses to market dynamics.

24. DEPOSITS :

The Company has not accepted or renewed any deposits during the year. There are no outstanding and overdue deposits as at March 31, 2026.

25. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 :

The Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

26. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES :

During FY 2025-26, The transaction involves the acquisition of Business Vertical-1 of Navkar Events Private Limited, comprising the media and entertainment production business, including films, web series, music videos, advertisements, the OTT platform (JOJO Platform), intellectual property rights, contracts, employees, and all related assets and liabilities, as a going concern on a slump sale basis for a lump-sum consideration.

It is pertinent to note that JOJO Limited (formerly known as Madhuveer Com 18 Network Limited) ('Buyer' or 'Holding Company' or 'Parent Company') acquired 100% of the shareholding of Navkar Events Private Limited on November 30, 2023, pursuant to which Navkar Events Private Limited became its wholly owned subsidiary. Following such acquisition, the Buyer has actively supported, funded, and guided the business operations of Navkar Events Private Limited, particularly with respect to the development and expansion of the JOJO Platform. Over time, this involvement has extended beyond mere ownership and has translated into substantial financial contribution, strategic oversight, and operational alignment.

The proposed transaction is undertaken on an arm's length basis and is supported by an independent valuation report dated March 30, 2026, issued by Mr. Nitin Pahilwani, Registered Valuer (IBBI Registration No. IBBI/RV/06/2019/11768), along with the commercial rationale underpinning the transaction and the same is approved by the shareholders of the Company vide postal ballot resolution dated May 22, 2026.

During the year, all transactions entered with the related parties in the ordinary course of business, u/s 188 of the Companies Act, 2013 read with regulation 23 of the SEBI LODR are at arms-length as mentioned under notes to audited financial statement for the Financial Year 2025-26.

27. PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE. 2016 :

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending (except the previous years which was already disclosed) under the Insolvency and Bankruptcy Code, 2016 as amended, before National Company Law Tribunal or other Courts.

28. 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.

29. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, there has been no one-time settlement of loans from the Bank or Financial Institutions

30. BOARD EVALUATION :

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Compliance Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

31. CORPORATE SOCIAL RESPONSIBILITY :

The provisions relating to Corporate Social Responsibility under Section 135 of the Companies Act, 2013 are not applicable to the Company during the financial year under review.

32. BUSINESS RISK MANAGEMENT :

The Company has laid down a Risk Management Policy and identified threat of such events which if occurs will adversely affect either / or, value to shareholders, ability of company to achieve objectives, ability to implement business strategies, the manner in which the company operates and reputation as 'Risks'. Further such Risks are categorized in to Strategic Risks, Operating Risks & Regulatory Risks. A detailed exercise is carried out to identify, evaluate, manage and monitoring all the three types of risks.

33. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY :

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. During the year under review, the company retained external audit firm to review its existing internal control system with a view of tighten the same and introduce system of self-certification by all the process owners to ensure that internal controls over all the key business processes are operative. The scope and authority of the Internal Audit (IA) function is defined in the Internal Audit Charter.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company and its subsidiaries. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions thereon are presented to the Audit Committee of the Board .

34. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS :

The Company has adequate and proper internal financial controls with reference to the Financial Statements during the year under review.

35. VIGIL MECHANISM / WHISTLE BLOWER POLICY :

The Company has a vigil mechanism named Whistle Blower Policy to deal with instances of fraud and mismanagement, if any. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company.

36. EMPLOYEE RELATIONS :

Employee relations throughout the Company were harmonious. The Board wishes to place on record its sincere appreciation of the devoted efforts of all employees in advancing the Company's vision and strategy to deliver good performance.

37. NOMINATION & REMUNERATION POLICY OF THE COMPANY :

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report and is also available on the Company's website at www.jojolimited.com

38. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT :

The Company has been proactive in the following principles and practices of good corporate governance. A report in line with the requirements of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the report on Management Discussion and Analysis and the Corporate Governance practices followed by the Company and the Auditors Certificate on Compliance of mandatory requirements are given as an ' Annexure C & D ' respectively to this report.

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are complied with.

As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 with the Stock Exchanges, the Corporate Governance Report, Management Discussion and Analysis and the Auditor's Certificate regarding compliance of conditions of Corporate Governance are attached separately and form part of the Annual Report.

39. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO :

During the year conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is nil.

40. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT :

The Company has made sub-division of shares in the ratio of every 1 (One) equity share of the nominal/Face Value of Rs.10/- (Rupees Ten Only) each to 2 (two) Equity Shares of the nominal/Face Value of Rs.5/- (Rupees Five Only) through postal ballot. There are no other material changes and commitments, affecting the financial position of the Company which has occurred between the end of financial year as on 31 st March, 2026 and the date of Director's Report.

41. PARTICULARS OF EMPLOYEES :

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided as 'Annexure- E ' to the Board's report.

None of the employees of the Company drew remuneration of Rs.1,02,00,000/- or more per annum and Rs.8,50,000/- or more per month during the year. No employee was in receipt of remuneration during the year or part thereof which, in the aggregate, at a rate which is in excess of the remuneration drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. Hence, no information is required to be furnished as required under Rule, 5(2) and 5(3) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

42. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ( PREVENTION, PROHIBITION AND REDRESSAL ) ACT, 2013 :

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy against sexual harassment in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2025-26, the company has not received any complaints on sexual harassment and hence no complaints remain pending as of March 31, 2026.

43. MATERNITY BENEFIT PROVIDED BY THE COMPANY UNDER MATERNITY BENEFIT ACT 1961 :

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

44. PREVENTION OF INSIDER TRADING:

In January 2015, SEBI notified the SEBI (Prohibition of Insider Trading) Regulations, 2015 which came into effect from May, 2015. Pursuant thereto, the Company has formulated and adopted a new code for Prevention of Insider Trading.

The New Code viz. 'Code of Internal Procedures and Conduct for regulating, Monitoring and reporting of Trading by Insiders' and 'Code of Practices and Procedures for fair Disclosure of Unpublished price Sensitive Information' has been framed and adopted. The Code requires pre-clearance for dealing in the Company's shares and prohibits purchase or sale of Company shares by the Directors and designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Company is Responsible for implementation of the Code.

45. SECRETARIAL STANDARDS :

The Directors State that applicable Secretarial Standards - SS-1, SS-2, SS-3 and SS-4 issued by the Institute of Company secretaries of India relating to 'Meetings of the Board of Directors' and General Meetings' and 'Report of the Board of Directors' respectively, have been duly followed by the Company.

46. ACKNOWLEDGMENT :

Your Directors acknowledge thanks ton to the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the year. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.