Jay Ushin Ltd

To the Members

Yours Directors are pleased to present the 38^th Annual Report on the business and operations of Jay Ushin Limited along with the summary of the audited financial statements for the financial year ended March 31, 2024.

(Rs. In Lakhs)

COMPANY PERFORMANCE

During the Financial Year 2023-24, the Company has achieved operating income of Rs. 72,625.19 Lakhs as compared to Rs. 73,447.09 Lakhs in FY 2022-23. The profit before tax for FY 2023-24 stood at Rs. 1,629.79 Lakhs compared to Rs. 1,816.48 Lakhs achieved in FY 2022-23. The profit after tax stood at Rs. 1,429.23 Lakhs for FY 2023-24 as compared to Rs. 1,330.16 Lakhs for the previous year with an increase of 7.45% over the previous year.

The performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchange, which forms part of the Directors' Report.

DIVIDEND

Your Directors recommend a dividend of 30%, i.e. Rs. 3.00 (Rupees Three only) per equity share of Rs. 10.00 each for the financial year ended March 31, 2024, absorbing a sum of Rs.115.94 lakhs, subject to the approval of shareholders at the ensuing Annual General Meeting and U-shin Ltd, Japan.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source at appropriate rates applicable to resident and non-resident shareholders as the case may be.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company after March 31, 2024.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES There is no Subsidiary, Associate Company and Joint Venture of the Company.

CREDIT RATINGS

During the year under review, CRISIL Limited, a credit rating agency registered with the Securities and Exchange Board of India has assigned long term loan facilities credit rating BBB-/Stable and for the short term loan facilities credit rating A3.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

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 under review, the Company has transferred the unclaimed dividend of Rs. 3,38,587 (Three Lakhs Thirty Eight Thousand Five Hundred Eighty Seven) for the year 2015-16 to IEPF. Year-wise amounts of unpaid / unclaimed dividends transferred to IEPF and the corresponding shares, is provided in the Shareholder Information Section of Corporate Governance Report and are also available on Company's website at www.jpmgroup.co.in.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company i.e. https://jpmgroup.co.in/wp-content/uploads/2023/07/02.pdf.

DEPOSITS

The Company neither has any outstanding deposits nor it has accepted any deposits from the public during the financial year under review.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments or given loan or provided guarantee/security during the year under review in terms of Section 186 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

A detailed discussion on the industry structure as well as on the financial and operational performance is contained in the 'Management Discussion and Analysis Report' that forms an integral part of this Report - Annexure- V.

CORPORATE GOVERNANCE

The Company has a legacy of ethical governance practices and is committed to implementing sound corporate governance practices with a view to bring about transparency in its operations and maximize shareholder value. A Report on Corporate Governance is annexed as Annexure-VII and forms part of the Board.

The Auditor's Certificate certifying the Company's compliance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed Annexure-VII-A to the Board Report.

CHANGES IN CAPITAL

During the year under review, there was no change in the Capital of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were following change in the composition of the Board of Directors and Key Managerial Personnel of the Company.

Cessation of Director

1. With deep regret, we report the sad demise of Chairman and Non Executive Director of the Company, Mr. Jaideo Prasad Minda, on September 20, 2023. Your Directors would like to place on record their highest gratitude and appreciation for the guidance given by Mr. Minda to the Board during his tenure.

2. Mr. Balraj Bhanot and Mr. Ashok Panjwani who completed successfully their second consecutive term as an Non Executive Independent Director of the Company laid down his office from the Board as its Member on March 31, 2024.

Your Board has placed on record its appreciation of the valuable guidance received from these directors during their respective tenure on the Board and wished them a good health to enable them to continue to lead an active life in the years to come.

Appointment of Director

1. Mr. Dineshchandra Narendrakumar Dave and Dr. Ravinder Kumar Malhotra were appointed as Non- Executive Independent Directors w.e.f. from May 8, 2024 subject to the approval of shareholders sought through postal ballot.

2. Mr. Anirudh Minda was appointed as Non- Executive Non Independent Directors w.e.f. from May 8, 2024 subject to the approval of shareholders sought through postal ballot, who is son of Mr. Ashwani Minda and Mrs. Vandana Minda.

Retirement by Rotation

Mrs. Vandana Minda (DIN No. 03582322), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting, being eligible, has offered herself for re-appointment.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149(6) of the Act.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency and expertise and they hold highest standards of integrity.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board of Directors has devised a policy with lays down a framework in relation to Directors' appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters are given on the website of the Company at https://jpmgroup.co.in/wp-content/uploads/2022/11/id.pdf.

Details of Board and Committee Meetings

The Directors take active part in the deliberations at the Board and Committee Meetings by providing valuable guidance & advice to the Management on various aspects of business, policy direction, governance, compliance, etc. This way the Board of Directors play a critical role in decision making on strategic issues.

The Board met four times during the year, details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations and as per the Circulars issued by the Ministry of Corporate Affairs and Securities and Exchange Board of India (‘SEBI'). During the year under review, the Board accepted all the recommendations of the Audit Committee; Nomination and Remuneration Committee; Corporate Social Responsibility (CSR) Committee; Stakeholders' Relationship Committee; Share Transfer Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report that forms part of this Annual Report.

RISK MANAGEMENT

Your Company is operating in a dynamic, uncertain and complex environment. To manage the risks during all stages of its operations and with a view to create long-term stakeholders' value, and protect Company's assets, a robust risk management framework, keeping in view the size of the Company has been established. This framework is in compliance with regulations and industry best-practices. The purpose of our risk management framework is to ensure accountability and competence for managing risks across the organization. It also lays down activities for risk identification, monitoring, review, control and risk prioritization, along with development of a risk response plan.

Risk Management Policy of the Company may be accessed at Company's website at https://jpmgroup.co.in/wp-content/ uploads/2024/05/riskmanagment_2024.pdf.

DIRECTOR'S RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

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

b) appropriate accounting policies have been considered and applied consistently and judgments and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2024 and of the profit and loss of your Company for the financial year ended March 31, 2024;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

d) the annual accounts for the financial year ended March 31, 2024 have been prepared on a going concern basis;

e) they have laid down proper Internal Financial Controls laid by them were followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

PARTICULARS OF EMPLOYEES

Personnel and industrial relations were cordial and satisfactory during the year under review. There were no employees of the company who have drawn remuneration in excess of the limits set out under Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- VI and forms integral part of this report.

RELATED PARTIES TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company at http://jpmgroup.co.in/document/rptp.pdf. A statement of all particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed as Annexure -I and forms integral part of this Report.

All related party transactions that were entered into during the year under report were on arm's length basis. There were no materially significant related party transactions which could have potential conflict with interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for their approval. The Company's management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm's Length Basis without any compromise.

INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate. Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

It has been the Company's endeavor to focus of energy conservation and efficiency measures during the year. The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed as Annexure-II and forms integral part of this report.

EXTRACT OF ANNUAL RETURN

As per the requirements of Section 92(3) of the Act and Rules 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return (e-form MGT-7) of the Company is available on the website of the Company at www.jpmgroup.co.in.

Statutory Auditors:

M/s. NSBP & Co., Chartered Accountants (Firm Registration No. 001075N) were appointed as Statutory Auditor of the Company at the 36th AGM held on the September 29, 2022 for a period of five conclusion i.e. till the conclusion of 41st AGM. The Auditors' Report to the Members for the year under review does not contain any qualification, reservation or adverse remarks. The observations of the Auditors and the relevant notes on accounts are self explanatory and therefore, do not call for any further comments.

Cost Auditor

The Board of Directors were re-appointed M/s. Ahuja Sunny & Co., Cost Accountants, (Firm Registration No. 101411) for conducting the audit of cost records made and maintained by the Company for the financial year 2023-24 pursuant to Section 148 of the Companies Act, 2013.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Ahuja Sunny & Co., Cost Accountants, (Firm Registration No. 101411) has also re-appointed for conducting the audit of cost records made and maintained by the Company for the financial year 2024-25 pursuant to Section 148 of the Companies Act, 2013, since the remuneration payable to the Cost Auditor for financial year 2024-25 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing AGM.

Secretarial Auditors

M/s. RSM & Co., Company Secretaries were re-appointed to conduct the secretarial audit of the Company for the financial year 2024- 25 as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2023-24 forms part of this Annual Report as Annexure-III to this Directors' Report. The observations of the Auditors are self explanatory and therefore, do not call for any further comments.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacts the going concern status of the company and its future operations.

CHANGE IN NATURE OF BUSINESS

During the year under review, there has been no change in the Company's nature of business.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

Your Company aims to remain essential to the society with its social responsibility, strongly connected with the principle of sustainability, an organization based not only on financial factors, but also on social and environmental consequences. It is responsibility of your Company to practice its corporate values through its commitment to grow in a socially and environmentally responsible way, while meeting the interest of Stakeholders. The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013.The Annual Report on CSR activities is annexed as Annexure- IV and forms integral part of this report.

LISTING OF EQUITY SHARES

The Company's equity shares are listed on the BSE Ltd. Listing fees have been paid up to 31st March, 2024.

More details about the Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Guidance Note on Board Evaluation issued by SEBI on 5th January, 2017, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee, the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with Ind-AS notified under the Companies (Indian Accounting Standards) Rules, 2015.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud, corruption and unethical behavior that could adversely impact the Company's business operations, performance and reputation, the Company has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is in place. The details of the Whistle Blower Policy is posted on the website of the Company at https://jpmgroup.co.in/wp-content/ uploads/2022/11/wb.pdf.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report. RISK MANAGEMENT

Appropriate procedures for risk assessment, minimization, and optimization have been laid down by the Company with systems in place for mitigating risk, arising from external or internal factors which integrates with business operations for identification, categorization, and prioritization of various risks. The Company takes adequate insurance coverage and adopt a Foreign Exchange Risk Management Policy to mitigate risks owing to external factors or those beyond the Company's control as part of its cost control measures. The Board of Directors of Company discuss on the timely basis about risk assessment and minimization procedures.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company has an appropriate Sexual Harassment Policy in place to provide clarity around the process. An Internal Committee in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is in place. Regular Training sessions are organized to make associates aware of the policy and to avoid occurrence of such incidences in the Company. During the year there was no complaint of sexual harassment that was reported.

CODE OF CONDUCT AND ETHICS

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company. The object of the Code is to conduct the Company's business ethically with responsibility, integrity, fairness & transparency. The framework sets out a guiding policy for concerned person's conduct in dealing with/ for the Company, fellow Directors and Employees. This Code is available on the Company's website and can be accessed by link: https://jpmgroup.co.in/code-of-conduct. A declaration signed by Managing Director and CEO of the Company with regard to the compliance with the Code by the Members of the Board and Senior Executives is annexed as Annexure-X and forms part hereof.

A Certificate of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

SECRETARIAL STANDARDS

During the Financial Year, your Company has complied with the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the financial year, neither any application nor any proceeding is initiated against the Company under the Insolvency and Bankruptcy Code, 2016.

APPRECIATION

The Directors are thankful to all employees of the various divisions for their diligence and contribution to performance. The Directors are grateful to all valuable stakeholders, Dealers, Vendors, Banks, Joint venture partner i.e. U-shin Ltd., Japan, government authorities, business partners, customers, financial institutions, other business associates for their excellent support and co-operation and help rendered during the year. and all other stakeholders.

Your directors wish to place on record their appreciation for the support and guidance provided by its Promoter.