Jamna Auto Industries Ltd

Dear Members,

The Directors have pleasure in presenting the 58^th Annual Report and Audited Financial Statements for the financial year ended March 31, 2024.

(Rs. in crore)

FY2023-24 was a good year for the Company, the Company maintained its market position. The Company achieved consolidated revenue of Rs.2427 crore, EBITDA of Rs.331 crore and PBT of Rs.283 crore as against consolidated revenue of Rs.2325 crore, EBITDA of Rs.273 crore and PBT of Rs.229 crore in the previous FY. Company's performance toward its Lakshya 50XT was broadly aligned. Members are requested to refer to Management Discussion and Analysis section for detailed information.

In accordance with Section 129 of the Companies Act, 2013 ("Act"), the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of this Annual Report. Audited financial statements together with related information and other reports of each of the subsidiary company are available on the website of the Company at https://www.jaispring.com/annual-and-financial-report-financial. aspx?financial-year=2023-2024.

There was no change in the nature of business of your Company and its subsidiaries during the year under review.

There have been no material changes or commitments affecting the financial position of the Company between the end of the financial year 2023-24 and the date of this report.

During the FY24, Rs.34.05 Lacs were transferred to general reserves.

During the FY24, the share capital of the Company increased from 39,88,31,885 equity shares of Rs.1 each to 39,89,41,385 equity shares of Rs.1 each by allotment of total 1,09,500 equity shares of Rs.1 each to the employees under Employee Stock Option Scheme, 2017.

The statutory disclosures pursuant to Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI ESOP Regulations, 2021') and Companies (Share Capital and Debentures) Rules, 2014 are annexed as Annexure-1 of this report. Certificate of the Secretarial Auditors confirming that the Employee Stock Option Scheme, 2017 has been implemented in compliance with SEBI ESOP Regulations, 2021 shall be placed at the annual general meeting.

The Company has not issued any sweat equity shares or equity shares with differential voting rights hence there is no information required to be furnished in terms of provisions of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

During the FY24, Board of Directors has paid an interim dividend of Rs.1.10 (One Rupee Ten Paisa) per equity share of Rs.1 each. The Board has also recommended the final Dividend of Rs. 1.30(One Rupee Thirty Paisa) per equity share of Rs.1 each for the FY24, subject to the approval of the members at the ensuing 58^th Annual General Meeting. The total dividend payout for the FY24 would be Rs. 2.40 (Two Rupee Forty Paisa) which is 46.60% of the PAT in line with "Lakshya 50XT" plan.

The dividend declared is in accordance with the dividend distribution policy of the Company, which is available on the website of the Company at https://www.jaispring.com/assets/ images/investors-relations/corporate-governance/Dividend-Policy.pdf.

Your Company has three Subsidiaries. During the FY24 and till the date of this report there has been no change in the Subsidiaries and their businesses. Jai Suspension Systems Private Limited has recorded a turnover of Rs.236 crore during the FY 2023-24.

Jai Suspensions Limited has not commenced its operations. The subsidiary intends to set up a spring plant at Adityapur in Jharkhand, which is at an advanced stages of completion.

Jai Automotive Components Limited has recorded a turnover of Rs.3.34 crore during the FY 2023-24. Jai Automotive Components Limited is setting up a plant at Indore, Madhya Pradesh for manufacturing U-bolt, Hanger Shackles, Spring Brackets and Spring Pin/King Pin. Work on the proposed plant is at an advanced stage. These products will increase our content per vehicle.

Report on Subsidiaries companies in Form AOC-1 is annexed as Annexure -2 of this report. The Company does not have associates Companies or joint ventures.

Company's policy on material subsidiaries is available on the website of the Company at https://www.jaispring.com/ assets/images/investors-relations/corporate-governance/ Material-Subsidiary.pdf.

Details of loans, guarantees and investments covered by the provisions of Section 186 of the Act are set out in the notes to the Financial Statements.

Transactions with related parties entered into by the Company during the FY24 were on arm's-length basis and in the ordinary course of business. Details of related party transactions, including transactions with the persons or entities belonging to the promoters/ promoters' group holding 10% or more shareholding in the Company are given in the Financial Statements forming part of the Annual Report. Details pursuant to section 134(3)(h) the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC 2 as Annexure-3 of this report.

Prior omnibus approval of the Audit Committee was obtained for the related party transactions, which were of a frequent, regular or repetitive in nature. All related party transactions were previously approved and periodically reviewed by the Audit Committee. The transactions with Jai Suspension Systems Private Limited are material related party transactions and shareholders' approval is being sought in terms of the Act and the Listing Regulations at the ensuing 58^th Annual General Meeting.

Company's policy on related party transactions is available on the website of the Company at https://www.jaispring.com/ assets/images/investors-relations/corporate-governance/ Policy-on-Related-Party-Transaction.pdf.

The composition of the Board of Directors of the Company is in conformity with the Companies Act, 2013 and Listing Regulations.

During the FY 24, Mr. S.P.S. Kohli (DIN: 01643796), was re-appointed as Whole Time director designated as an Executive Director for a term of 3 years effective from February 13, 2024 till February 12, 2027. Mr. R. S. Jauhar (DIN: 00746186) Chairman and Executive Director will retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The Board recommends his re-appointment and the resolution seeking approval of the shareholders for his re-appointment, forms part of the 58^th Annual General Meeting Notice.

Mr. Shashi Bhushan Bansal and Mr. Uma Kant Singhal retired after completing their second term as Independent Directors of the Company. The Board expresses its deep appreciation to Mr. Bansal and Mr. Singhal for their valuable guidance during their tenure as Directors of the Company.

Independent directors have submitted their declarations stating that they meet the criteria of independence as specified under Section 149(6) of the Act and Listing Regulations. There have been no change in the circumstances effecting their status as independent director.

The Board of Directors met four times during the FY24 on May 29, 2023, August 11, 2023, November 06, 2023 and February 07, 2024. The time gap between any two Board meetings was not more than 120 days. The composition of the Board of Directors, their meetings and Directors attendance thereat and other details are provided in the Corporate Governance Report, which forms part of this report.

Board of Directors has 7 Committees, the composition and terms of reference of all the Committees are in line with the provisions of the Act and the Listing Regulations and are given in the Corporate Governance Report along with details of Committees meetings held during FY24 and Directors attendance thereat. The recommendations made by the Committees to the Board which were mandatorily required have been accepted by the Board.

The Board evaluation is being carried out annually in accordance with the criteria mentioned as per the provisions of Act and Listing Regulations. The performance of Directors including the Chairman was evaluated on the basis of their experience, knowledge, Board decisions, participation and contribution towards the Company. A separate meeting of Independent Directors was held on March 23, 2024, to review the performance of the Board of Directors. The Independent Directors expressed their satisfaction over the quality, quantity and timeliness of flow of information between the Company's Management and the Board.

The Company has a policy on the appointment, nomination and remuneration of Directors, Key Managerial Personnel and Senior Management which provides for process w.r.t. selection, appointment and remuneration of directors, key managerial personnel and senior management employees including other matters as provided under Section 178 of the Act. The policy is available on the website of the Company at https://www.jaispring. com/assets/images/investors-relations/corporate-governance/ NRC-Policy.pdf.

Neither the Managing Director nor the Whole-time Director(s) of the Company receives any remuneration or commission from any of its subsidiaries.

The information as required in accordance with Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure-4 forming part of this report.

As per the provisions of Section 136(1) of the Act, the Annual Report and the Accounts are being sent to all the members of the Company, excluding the information required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any member interested in obtaining such information may write to the Company Secretary at the Registered Office. The said information is also available for inspection at the Registered Office during working hours up to the date of the ensuing Annual General Meeting.

Pursuant to Section 134 (3) (c) of the Act the Board of Directors, to the best of their knowledge and ability, confirm that:

a) In preparation of the annual accounts for the financial year ended on March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures.

b) the directors had 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 at the end of the financial year and of the profit and loss of the company for that period.

c) The directors had 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 that such internal financial controls are adequate and operating effectively.

f) The directors had devised proper systems to ensure compliance of the provisions of all applicable laws and that such systems were adequate and operating effectively.

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) was appointed as Statutory Auditors of the Company by the members at their 57^th Annual General Meeting held on July 31, 2023 for the term of 5 consecutive years from the conclusion of the 57^th Annual General Meeting, until the conclusion of the 62^nd Annual General Meeting of the Company. During the year under review M/s. Price Waterhouse Chartered Accountants LLP was also appointed as Statutory Auditors of all the three Subsidiaries of your Company.

The auditors' report for the FY24, does not contain any qualification, reservation, or adverse remark and is self-explanatory and does not require any further clarifications or comments.

The auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act.

In terms of Section 204 of the Act, Secretarial Audit for the FY24, was conducted by M/s RSM & Co., Company Secretaries. The Secretarial Audit Report of the Company and its material subsidiary is annexed as annexed as Annexure-5 of this report.

The secretarial auditors' report for the FY24, does not contain any qualification, reservation or adverse remark.

The Board has re-appointed M/s RSM & Co., Company Secretaries to undertake the Secretarial Audit of the Company for the FY 2024-25.

In terms of Section 148 of the Act, the Cost Audit for the FY24 was conducted by M/s Jangira & Associates, Cost Accountants. The Cost Accounts and records as required under Section 148(1) of the Act are duly maintained by the Company.

The Board has re-appointed M/s Jangira & Associates, Cost Accountants as the Cost Auditors for conducting Cost Audit for the financial year 2024-25. The Board of Directors on the recommendation of the Audit Committee, has proposed the remuneration payable to Cost Auditor for shareholders' approval in the upcoming 58^th Annual General Meeting.

The Company has in place internal financial controls to ensure the systematic and efficient conduct of its business, including adherence to the Company's policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. M/s. Protiviti Global Business Consulting are the Internal Auditors of the Company. The observations arising out of the internal audits reports are periodically reviewed and its summary along with corrective action plans, if any, are submitted to the Audit Committee for review, comments and directions. Members are also requested to refer Management Discussion and Analysis Report forming part of the Annual Report.

On April 22, 2024, ICRA Limited has reaffirmed the credit ratings assigned to the Company as follows:

The credit ratings affirms Company's strong credit strengths and adequate financial liquidity to meet its business requirements.

Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of Listing Regulations forms an integral part of this report and annexed as Annexure-6.

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of Listing Regulations, is presented in a separate section forming part of the Annual Report.

Your Company is committed to fair and transparent Corporate Governance practices. Management attaches great importance to observing the principles of corporate governance in its work. Pursuant to Regulation 34 of the Listing Regulations, a separate report on compliance with corporate governance conditions and the auditor's certificate thereon forms an integral part of this report as Annexure-7. The Auditor's certificate on Corporate Governance Report of the Company does not contain any qualification or remark.

In accordance with Section 134(3)(a) and Section 92(3) of the Act, the Annual Return of the Company is available on the website of the Company at https://www.jaispring.com/annual-return.aspx.

Details of the transfer to the IEPF made during the FY24 are as under:

As required under Section 135 of the Act and the Rules made thereunder, the annual report on Corporate Social Responsibility containing details about the composition of the committee, CSR activities, and amount spent during the FY24 and CSR initiatives are given in Annexure-8 and forms an integral part of this report. The Corporate Social Responsibility Policy of the Company is available on the website of the Company at https://www.jaispring.com/assets/images/investors-relations/ corporate-governance/CSR-Policy.pdf.

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Act read with Companies (Accounts) Rules, 2014 are given in Annexure – 9 forming part of this report.

The Company has constituted the Risk Management Committee, to monitor the Risk Management Plan and to mitigate the risks attached to the business of the Company. The details pertaining to the composition, meetings and terms of reference of the Risk Management Committee is given in the Corporate Governance report forming part of this report.

One of the major objectives of the Company's 5 year plan namely "Lakshya 50XT" is to de-risk the Company from the market, operational and other risks. Further, information on the risk management process of the Company is contained in the Management Discussion & Analysis Report forming part of this Annual Report.

The Board of Directors has framed a policy having risk management and identification of internal and external risks and measures for risk mitigation plan in terms of the Listing Regulations. The policy is available on the website of the Company at https://www.jaispring.com/assets/images/investors-relations/ corporate-governance/NRC-Policy.pdf.

The Vigil Mechanism as envisaged in the Act and the Listing Regulations is implemented through the Company's Whistle-Blower Mechanism. The mechanism is available on the website of the Company at https://www.jaispring.com/assets/ images/investors-relations/Disclosures-under-Regulation%20 46-LODR/20683Whistle%20Blower%20Mechanism.pdf.

It enables the Directors, employees and all stakeholders of the Company to report genuine concerns of fraud, unethical conduct and leakage of price sensitive information and provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee by keeping the identity of the whistle-blower confidential. During the FY24, there were no complaints reported under vigil mechanism.

In FY24, the Company was grated patent for its Air Suspension System for Trailer. The Company is now owner of two patents for Air Suspension Systems and Air Suspension Systems for Trailers. The Company was also granted copyright registration for 20 new designs of products. The Company now holds copyrights in more than 140 designs of products. Company's Trademark ‘JAI' is registered in 15 countries globally. The Company has filed application for getting Well Known status of its Trademark, which is pending at approval stages.

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act), the Company has constituted a Sexual Harassment Complaints Committee to address complaints pertaining to sexual harassment in accordance with the POSH Act. The Company has a policy for prevention of sexual harassment at workplace which is available on the website of the Company at https://www.jaispring.com/assets/images/investors-relations/ corporate-governance/POSH-Policy.pdf. During the FY24, there were no complaints received by the Complaint Committee.

Other Statutory Disclosures a. Y our Company has complied with the applicable Secretarial Standards, issued by The Institute of Company Secretaries of India.

b. During the year, there was no change in the Key Managerial Personnel of the Company.

c. As on the date of this report, no application is pending against the Company under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under IBC.

d. No significant or material orders were passed by the Regulators or Courts or Tribunals, which could impact the going concern status of the Company and its future operations.

e. Your Company has not accepted any public deposit within the meaning of the Companies (Acceptance of Deposits) Rules, 2014 and accordingly no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

f. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

The board of directors expresses its heartfelt thanks and appreciation to employees at all levels for their hard work, solidarity, cooperation and dedication over the past year. The Board expresses its gratitude to customers, shareholders, suppliers and suppliers, bankers, business partners, regulators and government agencies for their continued support.