Jamna Auto Industries Ltd Directors Report

Dear Members,

The Directors have pleasure in presenting the 59th Annual Report and Audited Financial Statements for the financial year ended March 31, 2025.

Financial Results-An Overview

(Rs. in crore)

	Standalone		Consolidated
Particulars	Year Ended March 31, 2025	Year Ended March 31, 2024	Year Ended March 31, 2025	Year Ended March 31, 2024
Net Sales	2211.85	2360.95	2270.14	2426.77
PBDIT	311.96	358.01	306.38	331.29
Finance cost	(16.76)	(6.62)	3.48	3.79
PBDT	328.73	364.63	302.91	327.50
Depreciation	44.39	40.35	47.15	44.24
PBT	284.34	324.28	255.75	283.26
Provision for current tax	72.02	75.34	73.87	79.49
Provision for deferred tax	1.19	(1.00)	1.57	-1.64
PAT	211.13	249.94	180.32	205.41
Other Comprehensive Income	(0.31)	(0.61)	0.01	(0.63)
Total Comprehensive Income	210.82	249.33	180.33	204.78
Balance brought forward	673.38	511.77	641.14	524.07
Payment/ Provision of dividend including tax	91.73	87.71	91.73	87.71
Retained Earning	792.48	673.38	729.75	641.14

Companys Performance

During the FY 2024-25, the Company achieved consolidated revenue of Rs. 2270 crore, EBITDA of Rs. 306 crore and PBT of Rs. 256 crore as against consolidated revenue of Rs. 2427 crore, EBITDA of Rs. 331 crore and PBT of Rs. 283 crore in the previous financial year. The Companys performance toward its Lakshya 50XT was broadly aligned. Members are requested to refer to the Management Discussion and Analysis section for detailed information.

Consolidated Financial Statements

The consolidated financial statements of the Company and of all its subsidiaries are included in this Annual Report. These consolidated statements have been prepared in accordance with applicable accounting standards and section 129 of the Companies Act, 2013. The standalone audited financial statements, along with the financial reports and related documents for each of subsidiary company, are available on the Companys website at www.jaispring.com.

Change in the Nature of Business

The nature of the business of the Company and its subsidiaries has remained unchanged during the year under review.

Material Changes and Commitments

Therehavebeennomaterialorsignificantchangesorcommitments that have affected the financial position of the Company between the close of the FY 2024-25 and the date of this report.

Transfer to Reserves

During the FY 2024-25, Rs.11.97 Lacs were transferred to general reserves.

Share Capital and Stock Options

The Company has granted stock options to its permanent employees under the Employee Stock Option Scheme, 2017 in accordance with Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (‘SEBI ESOP Regulations, 2021). During FY 2024-25, a total of 38,500 equity shares, each of Rs.1, were allotted to eligible employees who exercised their options under the Scheme. After the allotment, the Companys share capital increased from 398,941,395 equity shares of Rs.1 each to 398,979,885 equity shares of Rs.1 each. The Certificate from the Secretarial Auditors confirming that the Companys Employee Stock Option Scheme, 2017, has been implemented in compliance with the SEBI ESOP Regulations, 2021, will be presented at the Annual General Meeting.

The disclosures required under the SEBI ESOP Regulations, 2021, and the Companies (Share Capital and Debentures) Rules, 2014, are provided in Annexure-1 of this Annual Report. The Company has not issued any sweat equity shares or equity shares with differential voting rights. Therefore, no information is being provided under the provisions of Rule 4(4) and Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014.

Dividend and Dividend Distribution Policy

For FY 2024-25, the Board of Directors has recommended a final dividend of Rs. 1.10 per equity share of Rs. 1 each to the members of the Company for declaration at the ensuing Annual General Meeting. The final dividend, along with the interim dividend of Rs. 1 per equity share paid during FY 2024-25, will bring the total dividend payout to Rs. 2.10 per equity share, which is equal to 46.45% of the PAT, in line with our "Lakshya 50XT" plan.

The dividend declared is in line with the Companys dividend distribution policy, which is available on its website at www.jaispring.com.

Subsidiaries, Joint Ventures and Associates

The Company has three subsidiary companies. Jai Suspensions Limited and Jai Automotive Components Limited are wholly owned subsidiaries, while the Company holds a 99.997% shareholding in Jai Suspension Systems Private Limited. The Companys Policy on Material Subsidiaries is available on the Companys website. The Company does not have any associate companies or joint ventures. During the FY 2024–25 and up to the date of this report, there have been no changes in the Companys subsidiaries or in the nature of their respective businesses. The report on the Companys subsidiaries, in the prescribed format of Form AOC-1, is annexed to this report as Annexure-2.

Particulars of Loans, Guarantees or Investments

The particulars of loans given, guarantees provided, and investments made by the Company, as covered under Section 186 of the Companies Act, 2013, have been disclosed in notes to the financial statements.

Related-Party Transactions

During the FY 2024–25, Companys related party transactions were limited to its three subsidiary companies. Except for the payment of remuneration, there were no related party transactions with any persons or entities belonging to the promoter or promoter group. All related party transactions were entered into by the Company on arms length basis and in the ordinary course of business in accordance with Companys policy on related party transactions . The Companys policy on related party transactions is available on the website of the Company at www.jaispring.com. These transactions were also periodically reviewed by the Audit Committee. For transaction of recurring nature approval of the Audit Committee was taken before start of financial year.

Transactions with Jai Suspension Systems Private Limited, one of the Companys subsidiaries, qualify as material related party transactions. The Company will be seeking shareholders approval for these transactions at the forthcoming 59th Annual General Meeting. In compliance with Section 134(3)(h) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the requisite disclosures are provided in Form AOC-2, annexed as Annexure-3 to this Report.

Board of Directors and meetings

The composition of the Board of Directors of the Company is in compliance with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Detailed information regarding the composition of the Board, the number of meetings held, attendance of Directors, and other relevant disclosures are provided in the Corporate Governance Report, which forms an integral part of this Annual Report. The Board of Directors met six times during the FY 2024–25, on May 24, 2024; June 20, 2024, September 27, 2024, November 14, 2024, February 14, 2025 and March 29, 2025. The interval between any two consecutive Board meetings did not exceed 120 days.

During the FY 2024-25, Mr. P. S. Jauhar (DIN: 00744518) was re-appointed as the Managing Director & CEO of the Company for a further term of three years effective August 01, 2024. In accordance with the provisions of the Companies Act, 2013, Mr. P. S. Jauhar (DIN: 00744518) will retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for re-appointment. The Board recommends his re-appointment, and the resolution seeking shareholders approval forms part of the Notice convening the 59th Annual General Meeting.

During the FY 2024-25, Lt Gen Ravin Khosla (Retd.) (DIN: 10824636) was appointed as an Independent Director on the Board of Directors of the Company for an initial term of five consecutive years effective November 14, 2024.

Mr. Rakesh Kalra, an Independent Director, retired on February 2, 2025 upon completion of his second term as Independent Director of the Company. The Board places on record its sincere appreciation for his valuable contributions and guidance during his tenure as a Director.

None of the Directors of the Company have been debarred or disqualified from being appointed or continuing as directors of companies in terms of Section 164(2) of the Companies Act, 2013. All Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and the SEBI Listing Regulations. Further, there has been no change in the circumstances affecting their status as Independent Directors.

Committees of the Board

The Board of Directors of the Company has constituted seven Committees in line with applicable regulatory requirements and to ensure focused oversight across key functional areas. These Committees are established in accordance with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, with clearly defined roles and responsibilities.

Recognizing the importance of sustainability and responsible corporate practices, the Board expanded the scope of the Corporate Social Responsibility (CSR) Committee to include oversight of Environmental, Social, and Governance (ESG) initiatives and compliance. Accordingly, the Committee has been reconstituted and renamed as the CSR & ESG Committee, and is now also responsible for guiding and monitoring the Companys ESG strategies, goals, and related policies.

Details regarding the composition of Board Committees, their mandates, the frequency of meetings of Committees held during FY 2024-25, and participation of Directors therein are given in the Corporate Governance Report. The recommendations made by the Committees to the Board which were mandatorily required have been accepted by the Board.

Board Evaluation

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the annual evaluation of the performance of the Board, and individual Directors, including the Chairman, was duly conducted. The evaluation was based on various qualitative and quantitative factors such as strategic insight, subject matter expertise, decision-making capabilities, and overall contribution to Board deliberations. As part of this process, a separate meeting of the Independent Directors was held on January 21, 2025, at the Companys Chennai Unit. The Independent Directors assessed the performance of the Board as a whole, and individual Directors. The Independent Directors also undertook a visit to the Chennai Unit to review the recent expansion activities. They assessed the effectiveness of the information flow between the Management and the Board. The Independent Directors expressed their satisfaction with the quality, quantity, and timeliness of information provided by the Management, which they recognized as critical for effective and well-informed decision-making.

Nomination and Remuneration Policy

The Company has in place a Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the criteria for appointment and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management.

The objective of the Policy is to ensure that individuals appointed to leadership roles are selected through a merit-based, fair, and objective process. It also defines the criteria for determining compensation, aligning it with the responsibilities and performance expectations associated with each role.

For the purpose of this Policy, employees holding the position of President (Level "O"), along with the Chief Financial Officer and Company Secretary, are categorized as Senior Management Personnel. It is further confirmed that none of the Directors or Senior Management Personnel receive any remuneration or commission from any of the Companys subsidiaries.

The Nomination and Remuneration Policy is available on the website of the Company at www.jaispring.com.

Particulars of Remuneration

The information as required in accordance with 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 given in Annexure-4 forming part of this report.

As per the provisions of Section 136(1) of the Companies Act, 2013 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 Companies Act, 2013 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.

Directors Responsibility Statement

Pursuant to Section 134 (3) (c) of the Companies Act, 2013 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, 2025, 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.

Statutory Auditors and Reports

M/s Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016), were appointed as the Statutory Auditors of the Company by the members for a term of five consecutive years, to hold office until the conclusion of the 62nd Annual General Meeting of the Company.

M/s. Price Waterhouse Chartered Accountants LLP (Firm Registration No. 012754N/N500016) also serve as the Statutory Auditors for all three subsidiaries of the Company, thereby ensuring a uniform and integrated audit approach across the Group.

Secretarial Audit and Reports

M/s RSM & Co., Company Secretaries, were appointed as Secretarial Auditors to conduct the Secretarial Audit of the Company in accordance with the provisions of Section 204 of the Companies Act, 2013. The Secretarial Audit of the Company for the FY2024–25 was duly carried out by M/s RSM & Co., Practicing Company Secretaries. The Secretarial Audit Report of the Company forms part of this report and is annexed as Annexure–5.

On recommendation of the Audit Committee, the Board of Directors has re-appointed M/s RSM & Co., Company Secretaries, as the Secretarial Auditors for a term of five years. Their re-appointment is recommended for approval of the shareholders at the ensuing 59th Annual General Meeting.

Cost Auditor and Reports

M/s Jangira & Associates, Cost Accountants, were appointed as the Cost Auditors of the Company to carry out the Cost Audit for the FY 2024–25, in accordance with the provisions of Section 148 of the Companies Act, 2013. The Company has duly maintained cost records as prescribed under Section 148(1) of the Act. The Cost Audit Report for FY 2024–25 will be filed with the Central Government within the stipulated timeline.

On recommendation of the Audit Committee, the Board of Directors has re-appointed M/s Jangira & Associates, Cost Accountants, as the Cost Auditors of the Company for the FY 2025–26. The remuneration payable to the Cost Auditors is recommended for approval of the shareholders at the ensuing 59th Annual General Meeting.

Internal Financial Control

The Company recognizes the importance of a strong internal control system for good governance, ensuring regulatory compliance, fostering transparency, safeguarding assets and improving the accuracy of financial reporting. To support these goals, the Company has implemented internal control system across all levels of the organization, aligning with our commitment to effective governance and enterprise risk management.

We have implemented additional controls within our RAMCO ERP system to improve the accuracy and efficiency of internal control systems. This is an ongoing initiative, and we will continue to implement additional controls in ERP as necessary to adapt to evolving business needs.

We have also created internal audit department with objectives of implementation of the Two-Eye Principle, encouraging accountability among users, improvement of internal processes essential for Companys future development and effective conduct of internal audit. Internal audits are conducted by M/s. Protiviti Global Business Consulting, who independently evaluate the effectiveness of internal controls and risk management processes. Their audit findings are regularly reviewed, and action plans for identified issues are developed and monitored. A consolidated summary of audit observations and follow-up measures is submitted to the Audit Committee for their assessment and direction.

Last year, our company encountered a ransomware incident that temporarily disrupted our IT systems, including specific accounting software platforms. We are pleased to report that we have fully recovered from the incident, and no price-sensitive information or critical data was deleted or compromised as a result. In order to enhance our cybersecurity framework, we have appointed PKF Algosmic as our Cyber Controls Implementation Partner. They are now working with us to elevate our IT defenses and ensure our systems remain robust and secure.

Credit Rating

Two credit rating agencies, ICRA Limited and CARE Ratings Limited, have assigned credit ratings to the Company as follows:

ICRA Limited
Instruments	Rating
Long term Fund based- Term Loan	[ICRA]AA-(Positive)/[ICRA]A1+; Reaffirmed and Outlook revised to positive from Stable
Long term/Short term-	[ICRA]AA-(Positive);
Fund based/Non fund based working capital	Reaffirmed and Outlook revised to positive from Stable
Commercial Paper	[ICRA]A1+;
	Reaffirmed

CARE Ratings Limited

Facilities	Amount (Rs in Crore)	Rating
Long Term Bank Facilities	90.00	CARE AA-; Stable

The credit ratings reaffirm the Companys strong credit profile and reflect its adequate financial liquidity to meet its business requirements.

Business Responsibility and Sustainability Report

The Company is committed to sustainability and responsible corporate practices. In alignment with its commitment, the CSR Committee has been reconstituted and renamed as the CSR

& ESG Committee, with an expanded mandate to oversee and guide the Companys Environmental, Social, and Governance (ESG) strategies, objectives, and related policies. The CSR & ESG Committee has finalized the ESG policies, organizational structure, and ESG- KPIs. The Company has engaged the ACMA Mobility Foundation (ACMA) for guiding in effective implementation of ESG initiatives. The Companys ESG policies are available on its website at www.jaispring.com.

Business Responsibility and Sustainability Report in terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this report and annexed as Annexure-6.

Management Discussion & Analysis

The Management Discussion and Analysis Report for the financial year ended March 31, 2025 as required under Regulation 34 of the SEBI Listing Regulations, is provided in a separate section and forms an integral part of this Annual Report.

Corporate Governance

The Company is committed to maintaining the highest standards of corporate governance and has implemented policies, procedures, and practices that ensure transparency, accountability, and integrity in all its operations.

The Board of Directors provides strategic guidance and monitors the performance of the Company, while upholding the core principles of corporate governance. The Board has constituted Audit Committee, Nomination and Remuneration Committee, Risk Management Committee, CSR & ESG Committee and Stakeholders Relationship Committee, in terms of regulatory requirements of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Company has adopted a Code of Conduct and Ethics, a Code for Insider Trading and Fair Disclosure, a Policy on Related Party Transactions, and a Nomination and Remuneration Policy for its Board members and senior management personnel, in line with the regulatory requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with other applicable policies.

During the year under review, the Company has complied with all the mandatory requirements of corporate governance as prescribed under applicable laws. Corporate Governance Report forms part of this report and annexed asAnnexure-7. The Auditors certificate on Corporate Governance Report of the Company does not contain any qualification or remark.

Annual Return

In accordance with Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 the Annual Return of the Company is available on the website of the Company at https://www.jaispring. com/annual-return.aspx.

Transfer to Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the unclaimed dividend amounts and corresponding equity shares to the Investor Education and Protection Fund (IEPF) during the year under review as following:

Financial Year	Dividend Declaration Date	Amount Transferred to IEPF	Number of Equity Shares Transferred to IEPF
FY 2016-17 (Final)	1 August, 2017	Rs. 30,48,192.00	2,13,220 shares
FY 2017-18 (Interim)	11 November, 2017	Rs. 25,19,130.60	176,871 shares

Member can claim the said dividend or equity shares by filing the necessary forms with the IEPF Authority.

Corporate Social Responsibility (CSR)

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board has constituted a CSR & ESG Committee to oversee, guide, and monitor the CSR initiatives and Environmental, Social, and Governance (ESG) efforts of the Company. The Committee ensures that the CSR activities are implemented in a strategic, impactful, and compliant manner. The Companys Corporate Social Responsibility Policy is available on its website at www.jaispring.com.

Report on CSR activities undertaken by the Company during the FY 2024–25, including the details of projects implemented, the amount allocated and spent on such projects, a brief overview of the Companys CSR Policy, and the composition of the CSR Committee, is provided in Annexure-8. It also underscores Companys commitment to fostering sustainable and inclusive growth through its CSR initiatives and forms an integral part of the Boards Report.

Energy Conservation, Technology Absorption & Foreign Exchange

The details of conservation of energy, technology absorption, and foreign exchange earnings and outgo, required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are provided in Annexure – 9 and form part of this report.

Risk Management Policy

The Companys overall strategy is to ensure sustainable growth and stability in a changing business environment. In line with this approach, the primary objective of Companys long-term strategic vision is to minimize the businesss exposure to various types of risks, including market, operational, and emerging risks.

The Company has adopted a comprehensive Risk Management Policy that outlines a structured approach to identifying, assessing, and mitigating internal and external risks that may affect Companys business operations. The policy is available on the Companys website at www.jaispring.com. The implementation of the Risk Management Policy is monitored by the Risk Management Committee, which also addresses risks associated with Companys operations. The Committee evaluates the Companys risk exposure and provides timely recommendations to reduce the impact of such risks on its operations.

Vigil Mechanism / Whistle Blower

The Company has Whistleblower mechanism which provides an avenue to both internal & external stakeholders to report genuine concerns. These may include unethical behavior, suspected or actual fraud, leakage of unpublished price-sensitive information, legal non-compliance, or violations of the Companys Code of Conduct & Ethics and policies. All complaints are handled with the highest level of confidentiality. The Company is committed to ensuring that whistleblowers do not face any form of unfair treatment, retaliation, or victimization as a result of reporting concerns in good faith. The identity of the whistleblower is protected to the fullest extent possible.

Whistle-Blower Mechanism is available on the website of the Company at www.jaispring.com. During the FY2024-25, the Company received two complaints under vigil mechanism.

IPR

The Company is the owner of two patents i.e. Air Suspension Systems and Air Suspension Systems for Trailers and hold copyrights in more than 140 designs of its Products. During the year under review Company got registration of its Trademark ‘JAI in Thailand and now Companys Trademark is registered in 16 countries globally. Companys application for getting Well Known status of its Trademark is pending at approval stage.

Disclosure under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe, secure, and respectful work environment for all its employees. In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013, the Company has constituted Sexual Harassment Complaints Committee and has in place a policy for the prevention of sexual harassment at the workplace. This policy is available on the Companys website at www.jaispring.com.

During the year under review, no complaints of sexual harassment were received by the Complaints Committee.

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

b) There were no changes in the Key Managerial Personnel of the Company during the year under review.

c) As on the date of this report, there are no applications pending against the Company under the Insolvency and Bankruptcy Code, 2016. Further, the Company has not filed any application under the Insolvency and Bankruptcy Code.

d) No significant or material orders have been passed by any Regulators, Courts, or Tribunals which may impact the going concern status of the Company or its future operations.

e) The Company has not accepted any public deposits within the meaning of the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount relating to principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

f) The disclosure requirement pertaining to the difference in valuation at the time of one-time settlement and the valuation while availing loans from banks or financial institutions is not applicable to the Company.

Appreciation

The Board of Directors extends its heartfelt thanks and deep appreciation to all employees for their hard work, unity, cooperation, and unwavering dedication throughout the past year. The Board also expresses its sincere gratitude to customers, shareholders, suppliers, bankers, business partners, regulators, and government agencies for their continued trust and support.

	For and on behalf of the Board of Directors
Place: New Delhi	Randeep Singh Jauhar
Date: 30 May, 2025	Chairman and Executive Director