JK Tyre & Industries Ltd

eCO2

(biomass) as an alternative fuel. We are also steadfast in our commitment to a zero waste to landfill policy and have successfully eliminated single-use plastics from our operations.

These sustainability efforts reflect our dedication to reducing environmental impact while leading the industry in responsible and forward-thinking practices.

In the face of rising raw material prices and continued uncertainty in the market, we have taken multiple proactive steps to mitigate risks and ensure a steady supply of materials. To de-risk the volatility in raw material process, we have undertaken a series of strategic actions like, diversifying our sourcing base, reducing dependency on single suppliers, intensi_ed localisation efforts, collaborating closely with our suppliers on various projects to enhance supply chain resilience.

Advanced planning mechanisms have held us in good stead in overcoming market shortages, allowing us to anticipate challenges and respond swiftly. There is a gap of 35% in the supply of natural rubber vis-a-vis its demand. To address this shortage in the country, an ongoing initiative at the industry level is the ‘Inroad Project' for encouraging natural rubber plantation in Northeast India. This not only helps bridge the supply gap but also supports our sustainability drive. Now entering its fifth year, this initative has improved the quality of existing plantations as also enhanced the livelihoods of local communities. In addition to the collaboration with the Rubber Board, the Company is engaging with farmers on multiple fronts, such as skill development, livelihood enhancement, and quality improvement-through targeted training and awareness programmes. Additional initiatives include the distribution of tools, productivity enhancement drives and wellness programmes to support marginalised farmers.

Looking ahead, geopolitical uncertainties continue to pose challenges, prompting us to review and expand our sourcing strategy. By diversifying our supplier base across different geographies, we aim to safeguard against future disruptions and maintain a robust, flexible supply chain.

Concurrently substantial investments in warehousing infrastructure have been made to improve logistics efficiency and storage capacity both inbound at our manufacturing facilities and outbound for servicing the market needs both national and international.

By partnering with vendors, we are also contributing to Scope 3 emissions reduction in both upstream and downstream, and also strengthening the ecosystem of sustainable raw materials. Furthering our sustainability goals, we have embraced multi-modal transportation strategies, reducing our carbon footprint by sourcing materials closer to our plants. This proximity not only reduces transportation emissions but also enhances operational efficiencies, with optimised packaging sizes, creating a more efficient and sustainable supply chain.

Digitalisation and capability building and cross functional approach are key drivers in our ongoing efforts to optimise costs while ensuring cost-e_ective and timely deliveries.

JK Tyre continues to be a Quality Management System driven organisation. We are continuously aligning and strengthening our internal Systems, Processes, and People towards profitable growth of all our stakeholders. While sustaining the prevailing Systems like IATF and ISO series, we are implementing new globally_ evolved Standards. During the year, we have implemented many new standards_ which are_ externally validated after due diligence enabling us to meet customer and regulatory requirements.

• Best Employer Award 2024 by Government of Rajasthan in large Scale Industry

• National Energy Conservation Award 2024 to BTP in the Tyre Sector by Ministry of Power, Government of India

• Health & Safety Award by Manufacturing Today to VTP

• CII National Award for Excellence in Energy Management to VTP

• ET Now Iconic Brand of the Year – Recognised for the 6^th Time

• Brand of the Decade – Automotive Tyre Category by BARC

During the financial year under review, the Company allotted 1,32,96,398 equity shares of face value of 2/- each (fully paid-up) upon conversion of 24,000 fully paid Compulsorily Convertible Debentures of face value of 1,00,000/- each (CCDs), issued _ to International Finance Corporation, Washington, on 20^th_March_2023, by way of a preferential issue on a private placement basis. There are no outstanding CCDs as on 31^st March 2025.

Pursuant to the allotment of equity shares on conversion of CCDs, the issued, subscribed and paid-up equity share capital of the Company has gone up to 54,80,40,054/- comprising of 27,40,20,027 equity shares of 2/- each fully paid. As per the objectives of the issue, the proceeds have been utilised for financing expansion of capacities.

During the financial year 2023-24, the Company has raised an amount aggregating to 500 Crores by issue of equity shares through qualified institutions placement (QIP). The proceeds of the QIP issue is being utilised for financing expansion of capacities and meeting working capital requirements in addition to general corporate purposes, as per details disclosed in the Placement Document issued for the Issue.

There are no deviation(s) or variation(s) in the use of proceeds of both the aforesaid Issues from the specified objects of the Issues.

The Board of Directors of the Company at its meeting held on 16^th September 2024 approved the draft Scheme of Amalgamation of Cavendish Industries Limited (CIL), a subsidiary Company with the Company, having 1^st April 2025 as the Appointed Date, under Sections 230 to 232 and other applicable provisions of the

Companies Act, 2013 (Scheme). Both the companies involved in the Scheme are in the process of obtaining, inter alia, requisite approvals from the statutory, regulatory and customary approvals, including jurisdictional National Company Law Tribunal and the shareholders and creditors (as applicable). Upon the Scheme becoming effective, the entire paid-up share capital of CIL shall stand cancelled and the shareholders of CIL (except the Company and its subsidiaries) shall receive 92 fully paid-up equity shares of face value of 2/- each of the Company for every 100 fully paid equity shares of 10/- each, held in CIL. The rationale of the Scheme is, inter alia, to improve synergies and optimise administrative, managerial and other overheads.

Your Directors are pleased to recommend a dividend of 3/- per equity share of 2 each (i.e., 150%) on the equity share capital of 54.80 Crores for the financial year ended 31^st March 2025. The_dividend outgo will be 82.21 Crores. The Dividend is subject to approval of the members at the ensuing Annual General Meeting and also subject to deduction of tax at source, as may be applicable.

The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company.

The amount available for appropriation, including surplus from the previous year, stood at 2,058 Crores and the same has been carried forward to Balance Sheet.

The Annual Return referred to in Section 134(3)(a) of the Companies Act, 2013 is available on the website of the Company: https://www.jktyre.com/annual-returns.aspx

All the related party transactions entered into during the financial year ended 31^st March 2025 were in the ordinary course of business and on an arm's length basis and were in compliance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), as applicable.

Further, particulars of contracts or arrangements or transactions with related parties during the financial year ended 31^st March 2025 that could be considered material in accordance with the policy of the Company on materiality of related party transactions, are disclosed in the prescribed format Form No. AOC-2 which is annexed to this Report as Annexure ‘A' and forms a part of it. The Policy on materiality of Related Party Transactions and on dealing with Related Party Transactions, as amended and approved by the Board, is available on the Company's website.

The particulars of loans, guarantees, securities and investments, covered under the provisions of Section 186 of the Companies Act, 2013, are furnished in the financial statements.

Shri Vimal Bhandari and Shri Kalpataru Tripathy ceased to be Directors upon completion of their respective second terms as Independent Directors of the Company with effect from 25^th September 2024. The Board places on record its deep appreciation for the valuable contribution rendered by Shri_ Bhandari and Shri Tripathy during their respective tenures as Directors.

The Board appointed Shri Krishna Kumar Bangur as an Additional Director of the Company, effective 1^st June 2024, pursuant to Section 161 of the Companies Act, 2013 (Act), which was subsequently,_ approved by the members of the Company by means of a special resolution passed at the Annual General Meeting(AGM) held on 2^nd August 2024. Shri Krishna Kumar Bangur has been appointed as an Independent Director for a term of five consecutive years effective 1^st June 2024.

The Members of the Company at the said AGM also re-appointed Smt. Meera Shankar as an Independent Director for a second term of five consecutive years effective 30^th January 2025.

The Members of the Company by means of a special resolution passed through Postal Ballot re-appointed Dr. Arun K. Bajoria as Whole-time Director of the Company with the designation, ‘Director_ & _ President – International', for a term of two years commencing 20^th January 2025.

The Board of Directors re-appointed Shri Anshuman Singhania as a Managing Director of the Company for a term of five years commencing 21^st October 2025, subject to the approval of members of the Company at the ensuing AGM.

Dr. Arun K. Bajoria retires by rotation and, being eligible, offers himself for re-appointment at the ensuing AGM.

During the year under review, Shri Kamal Kumar Manik, Joint Company Secretary and a Key Managerial Personnel (KMP) was appointed as Company Secretary of the Company w.e.f. 25^th September 2024 and Shri Pawan Kumar Rustagi retired as Vice President (Legal) & Company Secretary and a KMP of the Company w.e.f. the said date.

Further, there were no other changes in the Directors/KMP of the Company during the year.

Declarations have been received from all the Independent Directors of the Company that they meet the criteria of independence prescribed under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Allfithe Independent Directors are registered on the Independent Directors Data Bank.

The details, as required under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules 2014, are annexed to this Report as Annexure ‘B' and forms a part of it.

The consolidated financial statements of your Company for the financial year ended 31^st March 2025 have been prepared in accordance with the provisions of the Companies Act, 2013, SEBI Listing Regulations and the Accounting Standards. The audited consolidated financial statements, together with the Auditors' Report, form a part of the Annual Report. A report on each of the subsidiaries and associates together with highlights of their performances and financial positions including highlights of their contribution to the overall performance of the Company, is presented in a separate section in the Annual Report. Please refer to Form AOC-1 annexed to the financial statements in the Annual Report and the notes to the consolidated financial statements. Pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements, the consolidated financial statements, along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.

During the financial year under review, Treel Mobility Solutions Private Limited, an associate company became a subsidiary of the Company w.e.f. 19^th February 2025. Except this, no company has become or ceased to be your Company's subsidiary or associate. The Company does not have any Joint Venture.

Pursuant to the approval of members by means of a special resolution dated 22^nd September 2015, the Company has been accepting public deposits, in accordance with the provisions of the Companies Act, 2013 and rules thereunder.

The particulars with respect to deposits covered under Chapter V of the said Act, for the financial year ended 31^st March 2025 are: (a) accepted during the year - 21.95 Crore; (b) remained unpaid or unclaimed as at the end of the year

-_ 0.08 Crore;

(c) default in repayment of deposits or payment of interest thereon at the beginning of the year, maximum during the year and at the end of the year - Nil; and (d) details of deposits which are not in compliance with the requirements of Chapter V of the said Act - Nil.

M/s S S Kothari Mehta & Co. LLP, Chartered Accountants, were re-appointed as Auditors of the Company for the second term of five consecutive years, to hold office from the conclusion of the 67^th Annual General Meeting (AGM) held on 22^nd September 2020 until the conclusion of the 72^nd AGM to be held in the year 2025. M/s S S Kothari Mehta & Co. LLP, will therefore, not be eligible for re-appointment as the Auditors of the Company at the forthcoming AGM, keeping in view the provisions of the Companies Act, 2013 and rules thereunder. Accordingly, being eligible, appointment of M/s Lodha & Co LLP, Chartered Accountants as Statutory Auditors of the Company is proposed, for a term of_five yearsfito hold office from the conclusion of the 72^nd_AGM to be_held in the year 2025 until the conclusion of 77^th AGM to be held in the year 2030, subject to the approval of the members at the AGM to be held in the year 2025.

The observations of the auditors, namely - M/s S S Kothari Mehta & Co. LLP, in their report on accounts and the financial statements read with the relevant notes are self-explanatory. The Auditor's Report does not contain any qualification, reservation, adverse remark or disclaimer. Further, no fraud has been reported by the Auditors to the Audit Committee or the Board.

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors appointed Shri Namo Narain Agarwal, Company Secretary in Practice, as Secretarial Auditor to carry out the secretarial audit of the Company for the FY 2024-25. The Report, given by him for the said financial year in the prescribed format, is annexed to this Report as Annexure ‘C.1'. The secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer. The Company has one material unlisted subsidiary incorporated in India, namely - Cavendish Industries Ltd. (CIL). The Secretarial Audit Report of Shri Namo Narain Agarwal, the Secretarial Auditor, for the FY 2024-25 of CIL in the prescribed format is annexed - Annexure ‘C.2'.

In terms of the provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) being eligible, on the recommendation of the Board of Directors of the Company, the appointment of M/s Ronak Jhuthawat & Co., Company Secretaries, a peer reviewed Company Secretaries firm, as Secretarial Auditor of the Company for a term of five consecutive years to hold office from the financial year 2025-26 to 2029-30, to undertake secretarial audit of the Company, is being recommended to the Members at the forthcoming AGM.

The Company is required to maintain the cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013 and accordingly such accounts and records are made and maintained by the Company. The Cost Audit for the financial year ended 31^st March 2024 was conducted by M/s R.J. Goel & Co., Cost Accountants, Delhi, and as required, the Cost Audit Report was duly filed with the Ministry of Corporate Affairs, Government of India. The Audit of the cost accounts of the Company for the financial year ended 31^st March 2025 is also being conducted by the said firm.

Details as required under 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, are placed on the Company's website www.jktyre.com as an annexure to the Board's Report. A physical copy of the same will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act.

Details as required under the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the said Rules, which form part of the Board's Report, will be made available to any shareholder on request, as per provisions of Section 136(1) of the said Act.

As a responsible corporate citizen, the Company has been undertaking and participating in the socially important projects in the fields of health, education, livelihood enhancement, environment conservation, rural development, renewable energy, among others - ever since it commenced operations i.e., even before Corporate Social Responsibility (CSR) was mandated by law. The Company has also framed a CSR Policy in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The CSR Policy of the Company, the Projects approved by the Board, the composition of the Corporate Social Responsibility and Sustainability Committee and other relevant details are disclosed on the website of the Company.

The annual report on the CSR activities undertaken by the Company during the financial year under review, in the prescribed format is annexed to this Report as Annexure ‘D'.

With a view to have a robust Internal Financial Control system, the Company has put in place budgetary controls, internal reporting policies and procedures. The key financial controls to the extent possible have been documented for respective business processes. These systems, policies, procedures and key financial controls are reviewed from time to time for necessary updation. This_ ensures accuracy and completeness of the accounting records,_safeguarding of the assets and resources of the Company and also helps in prevention and detection of frauds and errors. The policies and procedures are also adequate for orderly and efficient conduct of the business of the Company. The Company also has a robust management information system commensurate with the size and nature of its operations, which not only facilitates speedy business decisions but also helps in sharing reliable information across various levels in the Company. No reportable material weaknesses were observed in the system during the year.

The Competition Commission of India ("CCI") on 2^nd February 2022 published an Order dated 31^st August 2018 for alleged contravention of Section 3 of the Competition Act, 2002 against the Company and certain other domestic tyre manufacturing companies and had imposed a penalty of 309.95 Crores on the Company. The Company filed an Appeal before the Hon'ble National Company Law Appellate Tribunal (NCLAT) against the said CCI Order. Dr. Arun K. Bajoria, Director & President - International and one executive (former Sales Marketing Head) of the Company, also filed appeal(s) before the said Tribunal since they had also been imposed a penalty of 16.45 Lakh and 4.65 Lakh, respectively by CCI vide its said Order dated 31^st August 2018.

The NCLAT, through an Order dated 1^st December 2022, has disposed of the aforementioned appeals, after taking note of the multiple errors in the said CCI Order dated 31^st August 2018 and remanded the matter back to the CCI, to re-examine the matter on merits and also to consider reviewing the penalty (if violation is established) in accordance with the provisions of the Competition Act. CCI has since filed an appeal against the said NCLAT Order, which has been admitted by Hon'ble Supreme Court and is pending. Based on legal advice, the Company continues to believe that it has a strong case, and accordingly, no provision has been made in the accounts. It is strongly reiterated that there has been no wrongdoing on the part of the Company and that the Company never indulged in or was part of any cartel or undertook any anti-competitive practices.

There were no significant and material orders passed by the regulators or courts or tribunals that could impact the going concern status of the Company and its future operations.

During the year under review – (i) there was no change in the nature of business; and (ii) there was no instance of onetime settlement with any bank or financial institution.

During the year under review, no application has been made under the Insolvency and Bankruptcy Code, 2016. However, during the financial year 2023-24, a decree was passed by the Principal Senior Civil Judge, Vijayawada, Andhra Pradesh against the Company, in respect of a case filed by a trade creditor. This was appealed by the Company in Hon'ble High Court, Andhra Pradesh. In the meantime, the trade creditor filed a petition before National Company Law Tribunal (NCLT), Jaipur, under the Insolvency and Bankruptcy Code, 2016 for initiating insolvency proceedings against the Company. Our appeal was heard and the said Hon'ble High Court granted stay on all proceedings arising out of the above referred decree, including the proceedings before NCLT. The case is pending for the_final outcome.

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e., 31^st_March 2025 and the date of this report.

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report of the Company for the financial year ended 31^st March 2025 in the prescribed format, giving an overview of the initiatives taken by the Company from an environmental, social and governance perspective is given in a separate section of the Annual Report and forms part of it.

Your Company reafirms its commitment to the highest standards of corporate governance practices. Pursuant to the SEBI Listing Regulations, a Management Discussion and Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report as Annexures - ‘E' & ‘F'.

The Corporate Governance Report which forms part of this Report also covers the following: (a) Particulars of the six Board Meetings held during the financial year under review.

(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors. The Policy is also available on the website of the Company at www.jktyre.com.

(c) The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors has been made.

(d) The details with respect to composition of the Audit Committee and establishment of Vigil Mechanism.

(e) Details regarding development and implementation of Risk Management Policy including identification therein of elements of risks, etc.

(f) Dividend Distribution Policy.

(g) Compliance with provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(h) Details regarding credit ratings.

(i) The details of utilisation of funds raised through preferential allotment of CCDs and Qualified Institutions Placement.

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any; (b) the accounting policies have been selected and applied consistently and judgments and estimates made 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) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the said Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) the annual accounts have been prepared on a going concern basis;

(e) the internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively; and (f) the proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and operating effectively.

Your Directors further state that applicable Secretarial Standards issued under Section 118 of the Companies Act, 2013 have been complied with.

Your Directors wish to place on record their appreciation for the continued support and cooperation received from the Central Governments, State Governments as also the Government of Mexico. The Directors also thank the shareholders, International Financial Institutions and banks as well as all value chain partners for their continued support. We are grateful to our esteemed customers for their trust and patronage.

Your Directors record their appreciation for the dedication and hard work put in by Teams - JK Tyre, CIL & JK Tornel in challenging business conditions, which has enabled the Company to continue to grow stronger.