JTEKT India Ltd Directors Report

TO THE MEMBERS,

Your Directors have pleasure in presenting their 41 Annual Report together with audited accounts of the Company for the year ended 31 March 2025.

1) Financial Results

	(Amount in INR /Lakhs)
	Current Year	Previous Year
Particulars
	31.03.2025	31.03.2024
Total Income	2,40,900.65	225,697.96
Profit before interest, depreciation & tax	19,523.90	23,401.59
-_ Interest	1,031.65	611.94
-_ Depreciation & write offs	8,257.85	8,144.38
Profit before share of profit of Associates	10,234.40	14,645.27
Profit before tax	10,234.40	14,645.27
Less :_ Provision for tax	2,789.55	3,976.39
Provision for deferred tax liability / (assets)	(81.46)	(17.55)
Profit after tax	7,526.31	10,686.43
Less : Share of profit transferred to minority	-	-
Profit for the year	7,526.31	10,686.43
Retained Earnings		_
Balance at the beginning of the year	60,537.57	51,741.40
Add: Additions through business combination under common control		-
Profit for the year	7,526.31	10,686.43
Payment of Dividend on equity shares	(1,525.68)	(1,794.72)
OCI Transfer to Retained Earnings	(180.87)	(95.54)
Balance at the end of the year	66,357.33	60,537.57

2) State of Affairs of the Company

The Company achieved revenue from operations of INR 2,39,933.62 lakhs during the year; with an increase of 7% compared to revenue achieved in the previous year.

The Company reported profit after tax of INR 7,526.31 lakhs, a decrease of 30% compared to the previous year.

3) Capital Expenditure on tangible & intangible assets

This year, the Company has incurred a capital expenditure of INR 37,422.91 lakhs._ This comprises:

Building INR 4,214.79 lakhs.

Plant and Machinery, jig & fixture etc. INR 33,107.43 lakhs.

Office equipment and others INR 100.69 lakhs.

4) Dividend

Your directors are pleased to recommend a dividend of INR 0.70 per equity share of the face value of INR 1/- each (@ 70%) out of profit for Financial Year 2024-25 resulting into distribution of sum of INR 1,779.96 lakh towards dividend, payable to those shareholders whose name appear in the Register of Members as on the date of book closure.

During the previous Financial Year dividend was paid at the rate of 60% on the equity share capital of the Company.

No interim dividend was declared by the Board of Directors during Financial Year 2024-25.

5) Reserves

Particulars	31 March 2025	31 March 2024
Balance as per last financial statements	60,537.57	51,741.40
Add: Profit for the year	7,526.31	10,686.43
Less: Appropriations
Dividend paid	(1,525.68)	(1,794.72)
Less : OCI Transfer to	(180.87)	(95.54)
Retained Earnings
Net surplus in the statement of Profit and loss account	66,357.33	60,537.57

6) Change of nature of Business

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

7) Share Capital

As on 31 March 2025 :

(a) the Authorized Share Capital of the Company is INR 99,10,00,000/- consisting of 99,10,00,000 nos. of Equity Shares of INR 1/- each; and (b) the Issued, Subscribed and Paid-up Share Capital of the Company is INR 25,42,80,483/- comprising of 25,42,80,483 equity shares of INR 1/- each.

As on 31 March 2025, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

For details of dividend and shares transferred to Investor Education and Protection Fund (IEPF), please refer Corporate Governance Report.

8) Significant and material Orders passed by the Regulators or Courts

There are no significant or material Orders passed by the Regulators or Courts that would impact the going concern status of the Company and its future operations.

9) Material changes and commitments, if any, affecting the financial position of the Company

There are 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 to which financial statements relate and the date of the report.

10) Details in respect of adequacy of internal controls

The internal controls are aligned to adhere to the local statutory requirements. The internal control systems are supported through, management reviews, verification by internal auditors, as well as verification by Statutory Auditors. Further, the Audit Committee of the Board reviews the internal audit plan, adequacy of internal control systems, significant audit observations and monitors the sustainability of remedial measures.

In addition to policies, procedures, and guidelines, the internal controls system is facilitated by an automated ‘Compliance Manager Tool, which enables self-assessment by process owners on status of all applicable regulatory compliances and Internal Controls including, controls relating to adherence to companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information. The status of each self-assessment is approved by an immediate superior. The status of self-assessment is periodically deliberated and reviewed by the Senior Management. Further, the accuracy of sample self-assessments is verified through periodic internal audits.

The aforesaid internal control systems provide high degree of assurance with respect to effectiveness and efficiency of operations, adequacy and adherence of internal financial controls and compliances with laws and regulations.

The Company has an effective and reliable internal control system commensurate with its size and operations.

11) Details and Performance of Subsidiary Company

The Company does not have any subsidiary company.

12) Extract of Annual Return

In accordance with the Companies Act, 2013, Annual Return in the prescribed format is available at Companys website https://jtekt.co.in/Menu/266604b5-e13d-11ee-a2ec-9418826e6379.

13) Corporate Social Responsibility (CSR)

Your company considers CSR activities as an opportunity to make a long term positive impact on the society and forms this as an integral part of the philosophy and business activities of the Company. During the Financial Year 2024-25, the Company has contributed in the areas of quality education, healthcare including preventive healthcare and rural development.

The Company has always focussed to implement these projects in local areas after detailed assessment of the requirements of the community with the objective to derive maximum benefit from these activities. The Company has successfully implemented all the projects approved by the Corporate Social Responsibility Committee of Directors, within the current financial year and has spent an excess amount of INR 251/- in addition to statutory requirement of INR 2,13,18,565/-.

In compliance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014, the Company has established Corporate Social Responsibility (CSR) Committee and statutory disclosures with respect to the CSR Committee and an Annual Report on CSR Activities forms part of this Report as Annexure – I.

14) Number of meetings of the Board of Directors

The Board of Directors met 7 (seven) times in the year ended

31 March 2025. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

15) Nomination & Remuneration Committee and its policy

The Board of Directors had constituted a Nomination & Remuneration Committee to review formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees and such other ancillary functions as may be required.

The Company follows a policy on remuneration of directors and senior management employees. The policy is approved by the Nomination & Remuneration Committee and the Board and is available on Companys website www.jtekt.co.in.

For details of remuneration paid to Directors, please refer Corporate Governance Report.

16) Particulars of contracts or arrangements with related parties

The Company has entered into contracts / arrangements with the related parties in the ordinary course of business and on arms length basis. Thus, provisions of Section 188(1) of the Companies Act, 2013 are not applicable.

All related party transactions entered during the year were in the ordinary course of business and on arms length basis. During the year under review, your Company had also entered into certain material related party transactions but these transactions too were in the ordinary course of business and were at arms length basis. Details of these transactions, as required to be provided under section 134(3)(h) of the Companies Act, 2013 are disclosed in Form AOC-2, appended as Annexure - II and forms part of this Annual Report.

However, in terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), all transactions with related parties, which are of material in nature, are subject to the approval of the Members of the Company. The requisite resolutions in order to comply with the aforesaid requirements of Listing Regulations, were passed by the members of the Company at the last Annual General Meeting held on 13 August 2024. Considering the anticipated business growth, there is a proposal to seek shareholders approval for material related party transactions outlined in the relevant resolutions, which are included in the Notice for the Companys 41 Annual General Meeting.

17) Auditors

(A) Statutory Auditors

Under Section 139 of the Companies Act, 2013 and the Rules made thereunder, BSR & Co. LLP, Chartered Accountants (Firm registration number 101248W/W-100022) (‘BSR) was appointed as the Statutory Auditors of the Company to hold office for a period of five consecutive years from the conclusion of the 38 Annual General Meeting of the Company held on 26 August 2022 till the conclusion of the 43 Annual General Meeting.

(B) Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013, the Company had appointed Mr. Krishna Kumar Singh, proprietor of KKS and Associates, Company Secretaries in practice, as its Secretarial Auditors to conduct the secretarial audit of the Company for the FY 2024-25. The Company provided all assistance and facilities to the Secretarial Auditors for conducting their audit. The Report of Secretarial Auditors for the FY 2024-25 is annexed to this report as Annexure – III. The report does not contain any qualification.

Further, in accordance with the recent amendment to Regulation 24A of the SEBI Listing Regulations, a listed entity is required to appoint a Secretarial Audit firm for a maximum of two terms of five consecutive years, subject to approval by the shareholders at the AGM. Accordingly, pursuant to the applicable provisions of the Act, and the SEBI Listing Regulations, and based on the recommendation of the Audit Committee, your Directors have approved the appointment of Mr. Krishna Kumar Singh, Practicing Company Secretary (Membership No. F8493, CP No. 9760, Peer Review No. 2105/2022), proprietor of KKS &

Associates, as the Secretarial Auditors of your Company for a period of five years, commencing from 1 April, 2025, until 31 March, 2030 to conduct Secretarial Audit of the Company from the financial year ended 31 March 2026 to the financial year ended 31 March 2030. A resolution seeking shareholders approval for the appointment of Mr. Krishna Kumar Singh has been included in the Notice convening the 41 Annual General Meeting. Your Directors recommend the resolution for your approval.

(C) Audit Reports

1. The Statutory Auditors Report for financial year 2024-25 does not contain any qualification, reservation or adverse remark.

2. The Secretarial Auditors Report for financial year 2024-25 does not contain any qualification, reservation or adverse remark.

3. As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as ‘Listing Regulations), the Practicing Company Secretarys Certificate on corporate governance is enclosed to the Boards Report. The Practicing Company Secretarys Certificate for financial year 2024-25 does not contain any qualification, reservation or adverse remark.

18) Risk Management

The Board of Directors of the Company had constituted a Risk Management Committee to oversee the risk management process in the Company.

The Company has laid down a well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and mitigate both business and non-business risks. The Risk Management Committee periodically reviews the risks and suggests the steps to be taken to identify and mitigate the same through a properly defined framework.

For details pertaining to Risk Management Committee, please refer to the Corporate Governance Report.

19) Corporate Governance

The Company has complied with the corporate governance requirements under the Companies Act, 2013 and as stipulated under the Listing Regulations. A separate section on corporate governance under the Listing Regulations, along with a certificate from the Practicing Company Secretary confirming the compliance, is annexed and forms part of this Annual Report.

20) Business Responsibility & Sustainability Report

Business Responsibility and Sustainability Report for the Financial Year 2025 describing the initiatives taken by the Company from an Environment, Social and Governance perspective as stipulated under Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed as Annexure – IV and is also available on the

Companys website at https://jtekt.co.in/Menu/24d3e84c-e13d-11ee-a2ec-9418826e6379.

21) Vigil/Whistle Blower Mechanism

The Company has established a vigil/whistle blower mechanism for Directors and employees to report their genuine concerns. For details, please refer to the Corporate Governance Report attached to this Annual Report.

22) Listing

The Securities of your Company are listed at National Stock Exchange of India Limited and BSE Limited and the Company has paid the Listing Fee due to them.

23) Deposits

During the year the Company has no deposits covered under Chapter V of the Companies Act, 2013.

24) Loans, Guarantees and Investments

During the year under review, no loans, guarantees and investments were made by the Company under Section 186 of the Companies Act, 2013, hence the said provision is not applicable. For details pertaining to other loan given, guarantees provided, security provided and investment made please refer to the Financial Statement for financial year 2024-25.

25) Directors & Key Managerial Personnel

As on 31 March 2025, your Company has eight (8) Directors consisting of four (4) Independent Directors (including two Woman Directors), three (3) Executive Directors and one (1) Non-Executive Director.

During the year :

••Mr. Inder Mohan Singh and Lt.Gen. Praveen Bakshi (Retd.), completed the tenure as Independent Directors of the Company effective from the close of business hours of 17 May 2024.

••Mr. Takumi Matsumoto rescinded from the position of Director of the Company effective from 17 May 2024.••Nomination of Mr. Taku Sumino was withdrawn by Maruti Suzuki India Limited from the Board of the Company, effective from 21 August 2024.

••Mr. Hitoshi Mogi rescinded from the position of Chairman

& Managing Director of the Company effective from 1 January 2025.

Further, during the year :

••Mrs. Deepika Gera was appointed as an Additional Director in the capacity of an Independent Director, effective from

15 May 2024, whose appointment was confirmed by the shareholders of the Company at 40 Annual General Meeting held on 13 August 2024.

••Mr. Deepak Thukral was appointed as an Additional Director in the capacity of Non-Executive Director, as Nominee of Maruti Suzuki India Limited, effective from 1 September 2024; whose appointment was confirmed by the shareholders of the Company by way of Postal Ballot concluded on 16 October, 2024.

••Mr. Minoru Sugisawa was re-designated as Chairman & Managing Director effective from 1 January 2025.

• •Mr. Yosuke Fujiwara was appointed as an Additional Director, in the capacity of Wholetime Director, with remuneration, for a period of two years effective from

1 February 2025, whose appointment was confirmed by the shareholders of the Company by way of Postal Ballot concluded on 11 March 2025.

In terms of the definition of ‘Independence of Directors as prescribed under the Listing Regulations and Section 149(6) of the Companies Act, 2013 the Company has received declarations from the following Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations:

1) Mrs. Hiroko Nose

2) Mr. Masahiko Morimoto

3) Mr. Hiroshi Daikoku

4) Mrs. Deepika Gera

Your Directors take this opportunity to place on record the appreciation of services rendered by Mr. Inder Mohan Singh, Lt.Gen. Praveen Bakshi (Retd.), as Independent Directors, Mr. Takumi Matsumoto, Mr. Taku Sumino, as Non-Executive Directors and Mr. Hitoshi Mogi as Chairman & Managing Director, during their association with the Company.

Pursuant to the provisions of Section 152(6) read with the Articles of Association of the Company, Mr. Deepak Thukral will retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment.

For further details, pertaining to Board Meetings, please refer to the Corporate Governance Report.

As on March 31, 2025, following are the Key Managerial Persons (KMPs) of the Company:

1. Mr. Minoru Sugiwasa, Chairman & Managing Director

2. Mr. Rajiv Chanana, Director & CFO

3. Mr. Saurabh Agrawal, Company Secretary & Compliance Officer

26) Board Evaluation

The Company has devised a Policy for performance evaluation of Independent Directors, the Board, its Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

The performance evaluation of the Board, its Committees and individual directors was conducted and the same was based on questionnaire and feedback from all the Directors on the Board as a whole, Committees and self-evaluation.

Based on the questionnaire and feedback, the performance of every director was evaluated in the meeting of the Nomination and Remuneration Committee.

Further, in accordance to the Board Performance Evaluation Policy, the Board carried out annual performance evaluation of Independent Directors. The Independent Directors carried out annual performance evaluation of Non independent Directors and Board as a whole.

27) Committee of Directors

For composition and other details pertaining to the Committee of Directors, please refer to the Corporate Governance Report.

28) Directors Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the directors confirm that: a) in the preparation of the annual accounts for the financial year 2024-25, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) the directors have 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 2024-25 and of the profit of the Company for that period; c) the directors have 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 have prepared the annual accounts on a going concern basis; e) the directors, have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

g) during the Financial Year, a report under sub-section (12) of Section 143 of the Act has been filed by the auditors in Form ADT-4 as prescribed under Rule 13 of the Companies (Audit and Auditors) Rules, 2014 with the Central Government, with respect to the Financial Year 2023-24.

29) Secretarial standards

The Company complies with all applicable secretarial standards.

30) Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

A statement containing the necessary information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be given pursuant to provisions of Section 134 of the Companies Act, 2013, read with the rules made thereunder is annexed as Annexure – V and forms part of this report.

31) Managements discussion and analysis

In terms of the provisions of Regulation 34 of the Listing Regulations, the Managements discussion and analysis is set out in this Annual Report.

32) Employees

Disclosure pertaining to remuneration and other details as required under 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 provided in Annexure - VI(a) to this Report.

A statement showing the details of employees of the Company who are drawing salary as per the limits prescribed under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the Financial Year 2024-25 or part thereof, is attached herewith as Annexure - VI(b) to this Report.

33) Disclosures pertaining to the Sexual Harassment of women at the work place (prevention, prohibition and redressal) Act, 2013

For details pertaining to the Sexual Harassment of women at the work place (prevention, prohibition and redressal) Act, 2013, please refer Corporate Governance Report.

34) General

During the year, there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the same: a. Issue of equity shares with differential rights as to dividend, voting or otherwise. b. Issue of shares (including sweat equity shares) to employees of your Company under any scheme. c. Neither the Managing Director nor the Wholetime Director of your Company receive any remuneration or commission from any of its subsidiaries. d. Buy-back of shares. e. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016. f. No settlements have been done with banks or financial institutions.

35) Acknowledgements

Your Directors acknowledge with gratitude the co-operation and support extended by the Companys customers namely Maruti Suzuki, Suzuki Motor Gujarat, Mahindra & Mahindra, Tata Motors, Honda Cars India, Stellantis (Fiat + PCA), Toyota Kirloskar, Club Car, E-z-go, Renault-Nissan, Isuzu, SML-Isuzu and Force Motors, Banks, and various agencies of the Government.

Your Directors also wish to place on record their sincere appreciation of the services rendered by all the employees of the Company and are thankful to the Shareholders for their continued patronage.

	For and on behalf of the Board
	Minoru Sugisawa
Place : Gurugram	Chairman and Managing Director
Dated : 23 May 2025	[DIN: 10119891]