Jay Ushin Ltd Directors Report

DIRECTORS REPORT

To the Members

The Board of Directors are delighted to present the 40th Annual Report on the business and operations of Jay Ushin Limited (‘the Company) along with the Audited Financial Statements for the year ended March 31, 2026.

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS

		(Rs. In Lakhs)
Particulars	2025-26	2024-25
Revenue from operations	96,907.32	85,519.91
Total expenditure	96,369.98	85,152.05
Other Income	1,399.86	1,363.45
Profit before interest, depreciation, amortization, and tax	4,941.86	5,080.51
Finance cost	1,393.46	1,649.91
Profit before depreciation, amortization and tax	3,548.40	3,430.60
Depreciation and amortization	1,611.20	1,699.29
Profit/(loss) before tax	1,937.20	1,731.31
Tax expenses (net)	159.94	505.49
Profit/(loss) after tax	1,777.26	1,225.82
Other comprehensive income/(loss)	(4.80)	(37.36)
Total Other comprehensive income/(loss) for the year	1,772.46	1,188.46

COMPANY PERFORMANCE

During the Financial Year 2025-26, the Company has achieved operating income of Rs.96,907.32 Lakhs as compared to Rs. 85,519.91 Lakhs in FY 2024-25. The profit before tax for FY 2025-26 stood at Rs. 1,937.20 Lakhs compared to Rs. 1,731.31 Lakhs achieved in FY 2024-25. The profit after tax stood at Rs. 1,777.26 Lakhs for FY 2025-26 as compared to Rs. 1,225.82 Lakhs for 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

The Board is pleased to recommend a dividend of Rs. 4 per equity share of the Company of face value of Rs. 10 each (40%) for FY 2025-26, absorbing a sum of Rs. 154.58 lakhs, subject to the approval of the Shareholders at the ensuing Annual General Meeting (‘AGM) and U-shin Ltd., Japan.

In accordance with the Finance Act, 2020, dividend income is taxable in the hands of Members and the Company is required to deduct tax at source from the dividend to be paid to the Members as per rates prescribed under the Income Tax Act, 2025.

TRANSFER TO RESERVE

As permitted under the Act, the Board does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2025-26 as retained earnings.

SHARE CAPITAL

The Authorized Share Capital of the Company is Rs. 15,00,00,000 comprising 150,00,000 Equity Shares of Rs. 10.00 each. The Issued, Subscribed and Paid-up Equity Share Capital of the Company is Rs. 3,86,45,000 consisting of 38,64,500 Equity Shares of Rs. 10.00 each. Thus, no change occurred in the figures of Share Capital of the Company.

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes or commitments that have affected the financial position of the Company, subsequent to the date of this Report.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

There is no Subsidiary, Associate Company and Joint Venture of the Company.

CREDIT RATINGS

India Ratings assigned long term loan facilities credit rating IND BBB/Stable and for the short term loan facilities credit rating IND 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. 1,22,718 (Rupees One Lakhs Twenty Two Thousand Seven Hundred Eighteen) for the year 2017-18 to IEPF. Year-wise amounts of unpaid/unclaimed dividends transferred to IEPF and the corresponding shares are available on Companys 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://www.ipmgroup.co.in/reports/ corporate_governance_compliance.

DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposit from public. 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

The Management Discussion and Analysis, as required in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure I to this Report.

CORPORATE GOVERNANCE

Pursuant to Regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance is annexed as Annexure -II to this Report.

The Auditors Certificate certifying the Companys compliance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed Annexure-II-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 changes took place in the composition of the Board and Key Managerial Personnel of the Company:

Appointment of Director

Mr. Anoop Chaturvedi was appointed as Non Executive Independent Director w.e.f August 13, 2025.

Retirement by Rotation

Mr. Anirudh Minda (DIN No.: 03579926), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General Meeting, being eligible, has offered himself 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 DIRECTORS 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//upload/policy_guidelines/- Remuneration-Policy_10-09-2024-09-21-47.pdf.

Meetings of the Board

The Board of Directors held 4 (four) meetings during the year. For details, please refer to the Report on Corporate Governance, which forms part of this Report.

Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders Relationship Committee

• Share Transfer Committee

The Composition, terms of reference and number of meetings of the Board Committees is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this 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 Companys 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 Companys website at https://jpmgroup.co.in// upload/policy_guidelines/-Risk-Management-Policy_10-09-2024-09-25-32.pdf.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, The Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts, 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 31,2026 and of the profit and loss of your Company for the financial year ended March 31,2026;

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 31,2026 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- III 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 https://jpmgroup. co.in//upload/policy_guidelines/-Related-Party-Transaction-Policy_10-09-2024-09-21-37.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 -IV and forms integral part of this Report.

All related party transactions that were entered into during the year under report were on arms 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 Companys management ensures total adherence to the approved Policy on Related Party Transactions to establish Arms Length Basis without any compromise.

INTERNAL FINANCIAL CONTROLS

The Companys 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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure - V.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 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.

AUDITORS AND AUDITORS REPORT

Statutory Auditors:

M/s. NSBP & Co., Chartered Accountants (Firm Registration No. 001075N) were appointed as Statutory Auditor of the Company for a tenure of 5 years commencing from the conclusion of the 36^th AGM of the Company until the conclusion of the 41^st AGM to be held in the year 2027. The Auditors Report does not contain any qualification, reservation or adverse remarks.

Cost Auditor

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company based on the recommendation of the Audit Committee, approved the appointment of M/s. Ahuja Sunny & Co., Cost Accountants, (Firm Registration No.: 101411) as the Cost Auditors of the Company to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for 2026-27. M/s. Ahuja Sunny & Co., Cost Accountants, have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Members at this AGM. The resolution approving the above proposal is being placed for approval of the Members in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s. RSM & Co., (Firm Registration No. P1997DE017000), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., from April 1, 2025 to March 31,2030, subject to approval of the Shareholders of the Company at the ensuing AGM.

The Report of the Secretarial Auditor for 2025-26 is annexed herewith as Annexure-VI. 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.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (‘CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year in the format prescribed in the Companies (‘CSR Policy) Rules, 2014 are set out in Annexure-VII of this Report. The CSR Policy is available on Companys website at www. jpmgroup.co.in.

LISTING OF EQUITY SHARES

The Companys equity shares are listed on the BSE Ltd. Listing fees have been paid up to March 31,2026. 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 5^th 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

The Company has established a vigil mechanism that enables Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, or any violation of the Code of Conduct/business ethics. The mechanism also provides for reporting any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism includes adequate safeguards against victimisation of the Director(s) and employee(s) who use this facility. No person has been denied access to the Chairman of the Audit Committee. The Companys Whistle-Blower Policy is available on the Companys website

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company upholds a zero-tolerance policy toward sexual harassment at the workplace and remains committed to providing a safe, respectful, and inclusive working environment for all employees. In line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the applicable rules, the Company has instituted a comprehensive framework for the prevention, prohibition, and redressal of sexual harassment.

Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender. 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 Companys business ethically with responsibility, integrity, fairness & transparency. The framework sets out a guiding policy for concerned persons conduct in dealing with/ for the Company, fellow Directors and Employees. This Code is available on the Companys website and can be accessed by link: https://j pmgroup.co.in//upload/policy_guidelines /-Code-of-Conduct-for-Prevention-of-Insider- Trading_10-09-2024-09-23-03.pdf. 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-IX 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 as Annexure-X.

SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

a) There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

b) There was no instance of one time settlement with any Bank or Financial Institutions.

c) The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 for the year under review.

APPRECIATION

The Directors would like to place on record their appreciation to the Companys employees for their dedication and contribution. The Directors also thank the Companys customers, vendors, investors and consultants/advisors for their continued support. The Directors acknowledge the co-operation and support extended by the Joint venture partner i.e. U-shin Ltd., Japan and Government of India, the Governments of various States in India, and the concerned Government departments. The Directors also value the contribution made by every Member, employee and their families.

	For and on behalf of the Board
	Jay Ushin Limited
Place: Gurugram	Ashwani Minda	Vandana Minda
Date: May 29, 2026	Chairman, Managing Director & CEO	Director
	DIN:00049966	DIN:03582322