JK Tyre & Industries Director Report

The Directors are pleased to present the Annual Report of your Company, along with Audited Financial Statements for the financial year ended 31^st March 2024.

Financial Performance

Rs. in Crores (10 Million)
	Year Ended		Year Ended
Particulars	31s'' March 2024	31st March 2023	31st March 2024	31st March 2023
	Standalone		Consolidated
Sales	10,211	9,538	14,870	14,520
Other Operating Income	102	80	132	125
Revenue from Operations	10,313	9,618	15,002	14,645
Operating Profit (EBITDA excluding Other Income)	1,361	775	2,078	1,297
Other Income	36	32	44	37
Less: Finance Cost	242	258	447	454
Less: Depreciation and Amortisation Expense	252	243	437	407
Profit before Share of Profit/(Loss) in Associates, Exceptional Items & Tax	903	306	1,238	473
Add/(less): Exceptional Items	(21)	(36)	(27)	(62)
Profit before Tax	882	270	1,211	411
Less: Provision for Tax	291	86	400	146
Profit after Tax	591	184	811	265
Add/(less): Share of Profit/(Loss) of Associates	-	-	(5)	(2)
Profit for the year	591	184	806	263

It was yet another successful year on the journey of excellence and acceleration. JK Tyre recorded its highest ever turnover with the bottom line growing multi fold. Focus on operating efficiencies across functions coupled with the ongoing thrust on product premiumisation, enrichment of product mix, debt reduction and deft financial management were major enablers. The profit after tax nearly tripled during the year.

Operations

The Indian economy displayed resilience and continued to be one of the fastest growing in the world aided by prudent economic management and growing domestic consumption.

The overall global economic growth continued to be slow. There was wide divergence in regions, some with slow growth while some displaying recessionary trends. High Debt Service costs and obligations are affecting many developing countries. While Policy interventions curbed inflation to an extent, climate shocks and geopolitical turbulence could result in inflationary spikes. Transition to green energy, acquired greater importance than ever before.

While the domestic market was stable, the Indian Tyre Industry too faced challenges in the international markets. JK Tyre''s strong focus on marketing, brand building and consumer engagement efforts coupled with introduction of wide range of products to cater to emerging customer needs, enabled it to remain a brand of choice. JK Tyre grew faster than the industry while living up to its Vision - Be a Green and Trusted Mobility Partner.

During the year, many products including those for EVs were introduced in the Truck/Bus Radial and Bias, as well as the Passenger and Light Truck Radial, as also Two wheeler categories. The OHT range was enlarged to address specific customer needs in mining and industrial applications as also to cater to OEM requirements where many new approvals were accorded to your Company. The brand shop network of Steel Wheels for passenger range, Truck Wheels for Truck & Bus and JK Treads, the Retread franchise was also expanded significantly. The fleet management and mobility programme further extended its footprint with many large fleets availing of its products and services.

As mandated by the Ministry of Environment, Forest and Climate Change, Regulations for Extended Producer Responsibility (EPR) have been notified for waste tyres. Accordingly, the liability for EPR has been provided for in financial statements.

Key Highlights - Financial Year 2023-24

During the year, the Company continued on its accelerated growth journey. Some of the salient achievements are highlighted below:

1. Highest ever consolidated turnover '' 15,046 crores.

2. Successful Qualified Institutional Placement of '' 500 crores which received an overwhelming response and oversubscribed many times over.

3. For the second year running, JK Tyre has been accorded best in class ESG Rating - category of tyre by CareEdge.

4. Hari Shankar Elastomer and Tyre Research Institute located at RPFCOE, Global Tech Centre has been certified as world''s first Proficiency Testing Provider of Tyres Rolling Resistance Measurement by NABL.

5. JK Tornel has the highest share in PCR Tyres in the Mexican Replacement market and is the leader in online sales in Mexico.

6. All plants operated at capacity utilisation of ~90%.

7. The Phase 1 expansion of the Banmore Tyre Plant was completed and inaugurated in a befitting manner in June 2023.

8. JK Tyre is a Green Tyre Co with declining carbon footprint - The share of power through renewable sources reached a level of 55% and approximately 37% of our total fuel consumption was biomass.

9. JK Tyre is among the top three companies globally with the lowest energy consumption and the lowest water consumption in the tyre industry in the world.

10. The thrust on CSR was sustained with focus on health & sanitation, skill development, livelihood, environment, water conservation, education including infrastructure development. The ''JK Tyre Shiksha Sarthi Scholarship Scheme'' was launched exclusively for the daughters of heavy motor vehicle drivers.

11. Prestigious motorsport programmes were conducted. ''The Festival of Speed'' which was held in Srinagar, Kashmir was lauded by the Hon''ble Prime Minister & Home Minister in the Social Media.

12. High focus on product premiumisation.

13. Aggressive Brand building.

14. Dr. Raghupati Singhania, CMD was presented with the Best Tyre Manufacturer Award at Indo American Chamber of Commerce - NIC 7^th Business Leadership Awards.

PCR Expansion

In order to meet the robust demand for Passenger Car Radials and further strengthen its market presence, the Company has undertaken an Expansion at an estimated cost of '' 1,000 crores. This will also help in improving profitability in the years ahead.

Subsidiaries

JK Tornel

JK Tornel, Mexico displayed resilience, sustaining EBITDA margins. This was achieved in the face of subdued business sentiments and economic challenges in North America and Latin America. The significant appreciation of Mexican Pesos vs. USD by nearly 17% y-o-y marginally affected the topline. JK Tornel maintained its leadership position in Mexican PCR replacement market despite high competitive intensity. Profitability could be maintained on account of focus on new product introductions and various cost reduction measures.

Cavendish Industries Ltd.

During the year under review, Cavendish Industries Ltd. recorded a quantum jump in profitability, which was driven by improved efficiencies, higher capacity utilisation in Truck Radial Tyres and focus on cost reductions. Besides new product introductions for domestic as well as export markets, a large number of Tech Enabled initiatives including Digitalisation for end-to-end traceability were undertaken in the manufacturing processes. The ongoing TBR capacity expansion project is progressing well.

Technological Excellence

Product premiumisation, sustainable products with low rolling resistance were the areas of focus during the year. This involved strategic integration of cutting-edge innovations in tyre design, compound & materials while maintaining a thrust on enhancing performance, durability, and sustainability. Rigorous testing and a customer-centric approach, ensured that each new product met industry standards and needs of diverse customer segments both for domestic and international markets across categories.

The recently introduced XF - Extra Fuel Efficient series and XL-Extra Mileage series in the Truck tyre range along with Jetway JUM-XM tyre - the fuel efficient tubeless tyres, continue to

enjoy high consumer preference in the market. The LTR range of products sustained their market leadership on the back of exceptional performance.

Likewise, in the passenger line category Ultra high-performance product Levitas ultra along with the Smart Tyres, Puncture Guard tyres and the popular, Ranger series, continue to gain high consumer confidence.

Your Company has been granted a patent for an invention Fin technology used in 295/95D20 JET R XLM (Rib) pattern.

In the OHT category ultra large tyre 31/90-49 VEM 045 E4 was developed. In addition, tyres for niche applications like underground mining, agricultural application were introduced.

The XF-extra fuel efficient series of Truck radials continues to reaffirm our commitment to Sustainability and reduction in emissions.

R&D

Since the inception, JK Tyre has made sizeable investments in Research and Development enabling it to continually innovate and also contributing towards advanced technology development. The team of Engineers and Scientists at the Raghupati Singhania Centre of Excellence, the Global Tech Centre at Mysore are making very endeavour to develop newer sustainable products with focus on continuous weight reduction, performance improvement (durability, safety and fuel economy), including decoupling growth with resource consumption and environmental impact. The development of the UX Green a passenger car radial tyre with 80% sustainable material using recycled, renewable and bio-based material is the result of extensive R&D efforts. There is a close collaboration with stakeholders like material & equipment suppliers as well as the demanding OEM customers. R&D team is also collaborating with several national & international universities/institutes and consortiums to keep abreast with the latest technological development taking place across the globe.

Our Technology team is actively working towards achieving compliance with the upcoming legislations & regulations pertaining to environmental and safety aspects, such as Euro 7 emission, wet grip on worn out tyres, EPR (Extended Producer Responsibility), REACH compliances including toxic chemicals like 6PPD replacement, etc. Our R&D team''s research activities contributed significantly to the research community in the form of several research publications in international journals (20 nos.) and Patents (4 nos.) during the year.

Sustainability

At JK Tyre, our vision is to be a global sustainable tyre manufacturing Company, aiming to achieve carbon neutrality by 2050. Our strategic plan guides us towards this ambitious target, focusing on sustainable manufacturing practices to minimise waste, conserve resources, and strengthen our supply chain efficiency. We firmly believe that superior manufacturing goes hand in hand with sustainable business.

Aligned with our sustainability commitment, we embrace the 6R framework (Rethinking, Reusing, Redesigning, Repairing, Reducing, and Recycling) as our guiding principle towards a circular economy. Our low-carbon strategy reflects our unwavering pursuit of sustainability and forms the foundation of our growth trajectory. We continuously explore innovative approaches and alternative fuels to reduce energy intensity and greenhouse gas emissions.

Central to our sustainability efforts are initiatives to achieve zero waste to landfill, zero effluent discharge, and reduced water usage, aligning with the United Nations'' Sustainable Development Goals. Additionally, we leverage biomass utilisation and nitrogen tyre curing to further enhance our environmental footprint.

In FY 2023-24, approximately 37% of our total fuel consumption was from biomass. We actively seek renewable or recyclable raw materials across our product lines, such as ''JK Treads'' re-treading business, which promotes recycling, repair, and re-treading principles.

Our ''UX Green'' Tyre, composed of 80% sustainable, recycled, and renewable materials, demonstrates our dedication to innovation and sustainability. Through life cycle assessments (LCAs) and the development of advanced tyre products, we aim to extend product lifespan and minimise tyre disposal.

JK Tyre is globally recognised among the top three corporations with the lowest energy consumption. In FY 2023-24, 58% of our power needs were met by renewable sources, and our advanced wastewater treatment systems ensure responsible water management across all manufacturing facilities.

Our commitment to sustainability extends beyond operational excellence to encompass corporate responsibility, with eight goals focusing on reducing water consumption, increasing renewable energy reliance, conserving resources, minimizing waste, lowering greenhouse gas emissions, and promoting rainwater harvesting.

With a clear vision and a robust strategic framework, we are on track to achieve carbon neutrality by 2050, while also reducing our carbon emissions intensity by 50% by 2030. As validated by

the Science Based Targets project (SBTi), our commitment to measurable sustainability goals remains steadfast as we strive to build a sustainable future for generations to come.

Raw Material

Compared to the earlier volatility the year 2023-24 was much more stable as there was a partial correction in the earlier higher prices. Every effort has been made to diversify supply sources. The domestic availability of natural rubber is highly inadequate. Along with the industry it is our endeavour to increase sources within the country by supporting natural rubber cultivation in select North Eastern States. This is not only helping the nation by import substitution but is also providing livelihood to the farmers of the area.

Towards the end of FY24, because of various geopolitical reasons, a hardening of raw material prices was seen. This trend is likely to continue in the initial part of FY25 as well.

In order to minimise the impact of rising raw material costs and supply chain disruptions, various measures have been implemented including cost and realignment of logistics.

Total Quality Management Systems

JK Tyre continues to be a System driven organisation practicing Total Quality Management across all the Functions. The Company has completed consolidation phase of its TQM journey, which has translated into sustainable growth of the organisation on all the key business aspects covering Safety, Quality, Cost and Delivery. Our endeavour is to ensure superior levels of satisfaction for all our stakeholders by providing best in class products and services.

Digital & IT

In the dynamic landscape of this digital age, JK Tyre''s Digital & IT Solutions (DITS) function stands as a testament to innovation and strategic foresight. Strong capabilities have been built in the fields of cybersecurity, application development, data analytics, and cloud computing, marking a significant leap in its evolution. Embracing its role as a strategic catalyst, DITS is at the forefront of spearheading JK Tyre''s digital transformation. Launch of the Sales Force Application (Sales Smart) underscores our zeal for leveraging advanced technologies, such as AI and ML. In today''s digital-centric business environment, JK Tyre places paramount importance on cybersecurity. Recognizing the critical nature of safeguarding digital assets, the Company has instituted a comprehensive cybersecurity framework.

Awards

JK Tyre is proud to be recognised with numerous accolades such as:

• ESG Champion by Dun & Bradstreet

• The CII Water Management Excellence Award-2023

• The Greentech Environment Award 2023 in the category of Environment Excellence

• The Green Manufacturing (Large Scale) Award from Manufacturing Today

• The National Energy Award for Excellence in Energy Management 2023 by CII

• The Award for Most Sustainable & Innovative Manufacturing Practices by the World Manufacturing Congress

• Prestigious Brands of India -2023 by BARC Asia

• Best Brand Award by ET EDGE

• Excellence in Rural Marketing for Digital Marketing at the 12^th ACEF Asian Leaders Award

• Silver Award Winner of 8^th CII National Competition on Digitalisation, Robotics & Automation (DRA) Industry 4.0

• Silver Award Winner of 15^th Exceed OHS & Security Award 2023 by Sustainable Development Foundation

Qualified Institutions Placement and Preferential Issue

During the year, JK Tyre successfully raised '' 500 crores by way of fresh equity issue through Qualified Institutions Placement (QIP). The proceeds of the QIP issue will be 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.

Pursuant to the QIP Issue, the issued, subscribed and paid-up equity share capital of the Company increased from '' 49,24,61,760/- comprising of 24,62,30,880 Equity Shares to '' 52,14,47,258/- comprising of 26,07,23,629 Equity Shares. Owing to increase in the capital as aforesaid, your Company ceased to be a subsidiary of Bengal & Assam Company Ltd.(BACL) effective 23^rd December 2023.

In the financial year 2022-23, the Company raised '' 240 crores, by issue of Compulsorily Convertible Debentures (CCDs) by way of preferential issue on private placement basis. The proceeds of the

issue are to be utilised for financing expansion of capacities, as per objects of the Issue.

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

Dividend

Your Directors had earlier declared payment of '' 1/- per equity share (i.e. 50%) as Interim Dividend. The Interim Dividend was paid on 27^th February 2024. In addition to the payment of the Interim Dividend as aforesaid, your Directors are now pleased to further recommend a final dividend of '' 3.50 per equity share of '' 2/- each (i.e. 175%) on the equity share capital of '' 52.14 crores for the financial year ended 31^st March 2024. The final 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 total dividend for the financial year ended 31^st March 2024 aggregates to '' 4.50 per equity share (i.e. 225%) which includes an Interim Dividend, as aforesaid. Accordingly, the total dividend outgo for the financial year will be '' 117.32 crores.

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

Appropriations

The amount available for appropriation including surplus from the previous year, net of interim dividend paid during the year, stood at '' 1,761.50 crores and the same has been carried forward to Balance Sheet.

Annual Return

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

Related Party Transactions

All the related party transactions entered into during the financial year ended 31^st March 2024 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 2024 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 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.

Particulars of Loans, Guarantees and Investments

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.

Directors and Key Managerial Personnel

Shri Bakul Jain and Dr. Wolfgang Holzbach ceased to be Directors upon completion of their respective second terms as Independent Directors of the Company with effect from 25^th September 2023. The Board places on record its deep appreciation for the valuable services rendered by Shri Jain and Dr. Holzbach during their respective tenures as Directors.

The Board appointed Dr. Jorg Nohl as an Additional Director of the Company, effective 21^st November 2023, 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 Extraordinary General Meeting held on 18^th December 2023. Dr. Jorg Nohl has been appointed as an Independent Director for a term of five consecutive years effective 21^st November 2023.

The Board also appointed Shri Krishna Kumar Bangur as an Additional Director of the Company, pursuant to Section 161 of the Act, effective 1^st June 2024. He has been appointed as an Independent Director for a term of five consecutive years with effect from the said date, subject to the approval of members of the Company at the ensuing Annual General Meeting (AGM). Shri KK Bangur will hold office as a Director up to the date of the ensuing AGM or three months from the date of appointment, whichever is earlier. The Company has received a notice in writing from a member proposing his candidature for appointment as a Director at the ensuing AGM.

Smt. Meera Shankar was appointed as an Independent Director of the Company for a term of five consecutive years with effect from 30^th January 2020. Accordingly, the term of Smt. Meera Shankar as an Independent Director will be determined on 29^th January 2025. Being eligible, the Board of Directors recommends her re-appointment as an Independent Director at the ensuing AGM for

a second term of five consecutive years effective 30^th January 2025, in accordance with the relevant provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations).

Shri Bharat Hari Singhania retires by rotation and, being eligible, offers himself for re-appointment at the ensuing AGM.

After Shri Bharat Hari Singhania expressed his desire not to seek re-appointment as Managing Director, w.e.f. 1^st October 2021, Shri Singhania agreed to be available to the Company and its management for providing guidance and mentorship for which he is being paid remuneration as approved by the shareholders by way of a special resolution passed at the Annual General Meeting held on 27^th August 2021 for a period of three years i.e. up to 30^th September 2024. Subject to approval of the shareholders, this arrangement with Shri Bharat Hari Singhania, a Non-executive Director, has been renewed for a further period of two years effective 1^st October 2024, on the existing terms of remuneration.

All the matters of appointment/re-appointments of Directors are subject to the approvals of the members of the Company at the ensuing AGM and are recommended by the Board for approval.

During the year, Shri Kamal Kumar Manik was appointed as Joint Company Secretary and as a Key Managerial Personnel w.e.f. 6^th February 2024 along with Shri Pawan Kumar Rustagi, Vice President (Legal) & Company Secretary of the Company.

Further, there were no other changes in the Directors/Key Managerial Personnel 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 Regulations. All the Independent Directors are registered on the Independent Directors Data Bank.

Conservation of Energy, etc.

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.

Consolidated Financial Statements

The consolidated financial statements of your Company for the financial year ended 31^st March 2024 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 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, no Company has become or ceased to be your Company''s subsidiary or associate. The Company does not have any Joint Venture.

Deposits

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 2024 are:

(a) accepted during the year - '' 30.33 crores;

(b) remained unpaid or unclaimed as at the end of the year -'' 1.00 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.

Auditors

(a) Statutory Auditors and their Report

In accordance with the provisions of the Companies Act, 2013 and rules thereunder, M/s. S S Kothari Mehta & Co. LLP, Chartered Accountants, were re-appointed Auditors of the Company 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. The observations of the auditors 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.

(b) Secretarial Auditor and Secretarial Audit Report

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 2023-24. 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 2023-24 of CIL in the prescribed format is annexed -Annexure ''C.2''.

(c) Cost Auditor and Cost Audit Report

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 2023 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 2024 is also being conducted by the said firm.

Particulars of Remuneration

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.

CCI Order. Shri 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 lakhs and '' 4.65 lakhs, 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.

General

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.

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, Jaipur, under the Insolvency and Bankruptcy Code, 2016 for initiating insolvency proceedings against the Company. Our appeal was heard by the said Hon''ble High Court and the order has been reserved and direction was issued that the petition in NCLT will not be proceeded with till the order is passed by the said Hon''ble High Court.

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 and the date of this report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business

Directors'' Responsibility Statement

As required under Section 134(3)(c) of the Companies Act, 2013,

your Directors state that:

(a) i n 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 judgements 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.

Acknowledgements

Your Directors wish to place on record their appreciation for the continued support and cooperation received from the Central Government, State Governments as also the Government of Mexico. The Directors also thank the banks, shareholders, and 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.