Your Directors are pleased to present their Seventy-Sixth (76th) report for the Financial Year ended 31st March, 2025.

1. Financial Highlights

The Company’s financial performance for the Financial Year ended 31st March, 2025 is summarized below:

(' In Lakhs)

1.1 State of the Company’s Affairs

During the year under review, revenue from operations has increased by 2.18% to ' 43,177.73 Lakhs in comparison to ' 42,254.56
Lakhs. Profit before tax however decreased by 0.80% to ' 2,741.86 Lakhs in comparison to ' 2,763.98 Lakhs. The Company
made efforts to maintain the gross margins which has helped in sustaining the net profits for the year despite little growth in
revenue. Profit after tax also decreased by 2.65% to ' 2,033.63 Lakhs in comparison to ' 2,089.05 Lakhs in preceding Financial
Year. Earnings per share for the year stood at ' 8.90 as compared to ' 9.15 in the preceding Financial Year; this drop is akin to
the drop in profit after tax in percentage terms.

Consolidated turnover stood at ' 55,571.79 Lakhs as compared to ' 53,382.55 Lakhs in the preceding Financial Year i.e. increase
of 4.10% and consolidated profit after tax has increased by 0.78% and stood at ' 2,620.82 Lakhs as compared to ' 2,600.57
Lakhs.

Increased competition in the market affected the margins specifically in the first half of the year and Company’s efforts to maintain
the gross margins have led to increased inventory levels. The OEM’s have expanded their presence in the aftermarket spares
which is putting a lot of pressure on revenue as well as margins. Manufacturers of auto components are also expanding their
operations by way of launching newer product lines only for aftermarket.

Despite the challenging market situation, the Company has managed to consolidate its market share given its strong branch
network, infrastructure and support from its dealer network. This is result of the progressive policies followed by the Company
over the years. These progressive policies will be continued, and the company looks forward to a stronger and more effective
working in future. The Company is continuing the work done on the mobile application which shall help in enhancing the efficiency
of the sales staff. Pricing, inventory, outstanding data is available at their fingertips. The salespersons can now book the customer’s
order via the application itself, thus saving a lot of time and effort for the branch staff. The Company expects a significant increase
in productivity with wider use of the application in times to come.

Your Company’s registered office today generates most of its own power requirement through solar power system thereby
contributing towards its social and environmental responsibility. The Company has also undertaken measures to reduce wastage
of resources like paper, water, electricity etc.

2. Details of material changes from the end of the financial year till the date of this report

There were no material change(s)/ commitment(s) affecting the financial position of the Company between 01st April, 2025 and
date of this report.

2.1 Change in the nature of business

There was no change in the nature of the business of the Company, which is engaged in the business of distribution of auto spare
parts across India.

2.2 Capital Expenditure incurred during the year and its impact on the liquidity of the Company

No major capital expenditure, having any impact on the liquidity of the Company, has been incurred during the Financial Year
2024-25.

3. Alteration in Accounting Policies as per IND AS

During the year under review, there was no change in Accounting Policies of the Company, which are in consonance with IND AS.

4. Consolidated Accounts

Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with IND AS
110 - Consolidated Financial Statements, IND AS 28 - Investment in Subsidiary. Consolidated Financial Statements for the
Financial Year 2024-25 form part of this Annual Report.

A statement in Form AOC-1 containing the salient features of the financial statements of material subsidiary Company is annexed
(Annexure - 1).

5. Dividend

The Company has a track record of declaration of dividend. The Board of Directors have recommended, for the financial year
2024-25, a final dividend of ' 2/- (i.e. 100%) per equity share of ' 2/- each on the fully paid-up equity share capital of ' 456.82
Lakhs amounting to ' 456.82 Lakhs. The final dividend at the same rate (100%) (Previous year 100%) has been recommended
by the Board considering the profits earned by the Company and that the same is subject to deduction of tax at source. The
dividend payment is subject to approval of the members at the 76th Annual General Meeting, which will be paid, if declared, to the
shareholders within 30 days from the date of declaration.

5.1 Transfer of unclaimed dividend into Investor Education & Protection Fund (IEPF)

Unclaimed dividend for the financial year 2017-18 lying with the Company, will be due for transfer to the Investor Education and
Protection Fund established by the Central Government (‘IEPF’) on November 01, 2025, in accordance with the provisions of
Section 125 of the Companies Act, 2013.

5.2 Uncashed / Unclaimed Dividend(s)

Details of uncashed / unclaimed dividends commencing from Financial Year 2017-18 are as under:

5.5 Transfer of shares to the Demat Account of Investor Education and Protection Fund Authority

Pursuant to Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended,
all shares in respect of which dividend(s) has / have not been claimed by the shareholders for seven consecutive years or more,
which are due for transfer into Investor Education and Protection Fund for the financial year 2017-18, shall be transferred into the
Demat account of Investor Education and Protection Fund Authority (“IEPF Demat Account”) on or after November 01,2025, in
accordance with the provisions of Section 124 of the Companies Act, 2013. Shareholders who have not claimed / encashed
dividends for the past seven consecutive years are advised to claim their dividend before there share are statutorily transferred to
IEPF Demat Account.

6. Transfer to Reserves

An amount of ' 1,000 Lakhs (One Thousand Lakhs only) has been transferred to General Reserve during the Financial Year
2024-25; and an amount of ' 4,767.46 Lakhs has carried forward as retained earnings.

7. Subsidiary and Associate Companies

As at 31st March, 2025, your Company has one material subsidiary namely JMA Marketing Limited (CIN:
U51909DL1991PLC042645), which is also engaged in the business of distribution of auto spare parts in different regions of India.
As at 31st March, 2025, your Company has no associate company.

7.1 Material Subsidiary

Pursuant to the notification of SEBI bearing no. SEBI/LED-NRO/GN/2018/10 dated 09th May, 2018, JMA Marketing Limited has
been considered and defined as Material Subsidiary w.e.f. 01st April, 2019, in terms of policy of the Company on Material
Subsidiary, which is uploaded on the Company’s website vide link:
https://drive.google.com/file/d/1U9J7FzV7uzo4xrFRwsup0MC6pdl FOZk/view

7.2 Annual Audited Accounts of Material Subsidiary are available at the registered office of the Company and will be provided to the
member(s), if interested, to obtain the same. Audited Annual Financial Statements of Material subsidiary Company are also
available on website of the Company i.e. www.imaindia.com.

7.3 Minutes, Financial Statements, investment proposals / decisions and significant transactions / arrangements of Material Subsidiary
are being placed before the Board of the Company in terms of provisions of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 read with Policy of the Company on Material Subsidiary.

7.4 Report on performance of Material Subsidiary and business details are given in the Management Discussion and Analysis Report.

7.5 During the year under review, there is no change in the status of JMA Marketing Limited as Material Subsidiary of the Company.

8. Public Deposits

During the Financial Year ended 31st March, 2025, the Company has not accepted any deposit falling within the ambit of Section
73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

9. Conservation of energy, technology absorption and foreign exchange earnings and outgo

Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, were not applicable to the Company during
the year under review. There was no inflow and / or outflow of foreign exchange during the Financial Year 2024-25.

10. Changes in Capital Structure

As at 31st March, 2025, Authorized Share Capital was ' 1000.00 Lakhs divided into ' 5,00,00,000 (Five Crore) equity share of '
02/- each. Paid-up share capital of the Company was ' 456.82 Lakhs divided into 2,28,41,054 equity shares of ' 02/- each, fully
paid-up.

10.1 There has been no change in Share Capital as compared to the previous Financial Year.

10.2 The Company has only one class of equity shares.

10.3 The Company has not issued any equity shares with differential rights.

11. Related Party T ransactions

All contracts / arrangements / transactions entered into by the Company with related parties were in ordinary course of the
business and at arm’s length basis.

All transactions with related parties were reviewed and approved by the Audit Committee and the Board and are in accordance
with the policy on related party transactions formulated by the Company. The said policy is uploaded on the Company’s website
vide link: https://drive.google.com/file/d/1jzTTESSubjMQUOzwOk3IzzNxvkm suge/view

There are no material significant related party transactions that may have potential conflict of interest with interest of the Company
at large. The details of related party transactions as per IND AS - 24 are set out in the notes of accounts of the Audited Annual
Financial Statements of the Company forming part of this Annual Report.

Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, containing the details of related party transactions
is annexed (Annexure-2).

12. Annual Return

The Annual Return of the Company as prescribed under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is
available on website of the Company under the link:

https://drive.google.com/file/d/1 r6iDAPBtA5h 4HdX6CfzYZlppO6HeZe/view

13. Directors and Key Managerial Personnel

13.1 Certificate on Non-disqualification of directors

Pursuant to the provisions of Regulation 34(3) and Schedule V Para C clause 10(i) of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a certificate from Company
Secretary in practice that none of the directors on the Board of the Company has been debarred or disqualified from being
appointed or continuing as director of companies by the Securities and Exchange Board of India / Ministry of Corporate Affairs or
any such statutory authority(ies).

13.2 Appointment and Resignation/Cessation of the directors

13.2.1 Resignation/Cessation of the directors

During the year under review, Shri Avinash Chander Anand, Independent Director of the Company on account of his demise on
02nd April, 2024, ceased to be member of the Board of the Company. Further, Shri Sarvjit Sondhi (DIN: 03208950) and Shri
Ranjit Puri (DIN: 00052459) Non-executive Directors, vide letters dated 28th May, 2024 and 27th March, 2025 respectively,
tendered their resignation and expressed the intention to step down from the Board of the Company, due to their advanced age
and health issues. Apart from this, Shri Alok Sondhi (DIN: 00583970), Non-executive Independent Director, has completed his
second and final term of five (5) consecutive years as Independent Director on 27th September, 2024 and consequently, he
ceased to be Director on the Board of the Company with effect from 28th September, 2024. The Board places on record its deep
appreciation for the invaluable contribution of these directors, during their association as Non-executive Directors of the Company.

13.2.2 Appointment of directors

During the financial year 2024-25, the Shareholders of the Company, in the Annual General Meeting convened on 29th August,
2024, had approved the appointment of Shri Anuj Singh (DIN: 09547776) as Independent Director effective from 01st September,
2024, for a period of five years, on the Board of the Company. Further, the Shareholders of the Company, through Postal Ballot
by remote e-voting process on 19th November, 2024, had approved the appointment of CA Karan Jit Singh Jasuja (DIN: 01563933)
as Independent Director effective from 24th September, 2024, for a period of five years, on the Board of the Company.

The Board is satisfied that Shri Anuj Singh (DIN: 09547776) and CA Karan Jit Singh Jasuja (DIN: 01563933) are the person of
integrity and their skills, background and experience are aligned to the role and capabilities identified by the Nomination and
Remuneration Committee of the Board.

Additionally, the Shareholders of the Company, in the Annual General Meeting convened on 29th August, 2024, had also approved
the continuation of appointment of CA Subhash Chander Vasudeva (DIN: 00055588) and CA Mohindar Mohan Khanna (DIN:
00025428), as Non-executive Non-independent Directors of the Company effective from 28th September, 2024, whose office
shall be liable to retire by rotation, upon completion of their second and final term as Independent Directors on the Board of the
Company.

13.2.3 There was no other change in the composition of Board of Directors of the Company, during the financial year under review.

13.2.4 Director retiring by rotation

In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Shri Sanjeev Kumar
(DIN: 00094725) and Smt. Shuchi Arora (DiN: 00093201), Directors of the Company, are retiring by rotation at this Annual
General Meeting and being eligible, offers themselves for re-appointment.

Detailed profile of all appointee Directors is given at Note no. 26 of Notice of Annual General Meeting together with justification
and rationale for such appointment / re-appointment.

Accordingly, your directors recommend the re-appointment of aforesaid directors for approval of the members.

13.3 Key Managerial Personnel

Shri Varoon Malik, Chief Executive Officer, CA Narinder Pal Singh, Chief Financial Officer and CS Ramkesh Pal, Company
Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the
Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

13.4 Appointment and Resignation of the KMP

There was no instance of appointment and / or resignation of any KMP taken place during the financial year 2024-25.

13.5 Details required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with
Section 197 of the Companies Act, 2013 are given in this Report and annexures thereof.

14. Declaration by Independent Director(s)

All Independent Directors have furnished declarations that they meet the criteria of independence and they are registered members
of the Independent Directors’ Databank as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies
(Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

15. Board Meetings

15.1 Number of Board Meetings

During the year under review, your Board of Directors met 06 (Six) times, details of which along with attendance of the Directors
in such meetings are provided in the Corporate Governance Report.

15.2 Committees of the Board

The Board Committees are entrusted with specific areas of focus and make informed decisions within their delegated authority.
The Board of Directors has constituted the following Committees, which function according to their respective roles and defined
scope:

• Audit Committee

• Stakeholders’ Relationship Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held during the financial year for the aforementioned committees
are given in the Corporate Governance Report, which form a part of this Report. Further, during the year under review, all
recommendations made by the various committees have been considered and accepted by the Board.

15.3 Annual Evaluation

The Board of Directors of your Company has carried out its own annual performance evaluation and also of the directors individually,
as well as that of working of the Board and Committees thereof, in accordance with the provisions of the Companies Act, 2013
read with applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The manner in which the evaluation was carried out has been explained in the Corporate Governance Report.

16. Separate meeting of Independent Directors

During the Financial Year 2024-25, a separate meeting of Independent Directors was held on 27th March, 2025 to consider and
review:

i) Performance of Non-Independent Directors and the Board as a whole;

ii) Performance of the Chairman of the Company, taking into account of the views of Executive Directors and Non-executive
Directors; and

iii) Assess the quality, quantity and timeliness of flow of information between the Company’s Management and the Board that
is necessary for the Board to effectively and reasonably perform their duties.

17. Directors’ Responsibility Statement

In terms of 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 the preparation of the annual financial statements for the year ended 31st March, 2025, all the applicable accounting
standards have been followed along with proper explanation relating to material departures, if any;

b) they 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 of the Company for that period;

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 the Company and for preventing and detecting fraud
and other irregularities;

d) they have prepared the annual accounts on a going concern basis;

e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

18. Auditors

18.1 Statutory Auditors

M/s Aiyar & Co., Chartered Accountants (Firm Reg. No. 001174N), were appointed as Statutory Auditors of the Company for their
second term of five years in the 73rd Annual General Meeting, to hold office till the conclusion of 78th Annual General Meeting.

Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the
rules made thereunder, to continue and hold office as auditors.

18.2 An amount of ' 11.31 Lakhs has been paid to M/s Aiyar & Co., Chartered Accountants, Statutory Auditors of the Company on a
consolidated basis, for all the services obtained from them including limited review and fee to carry out statutory audit for the
Financial Year 2024-25.

18.3 Fraud Reporting

During the year under review, no incidence of fraud has been reported by the Auditors to Audit Committee of the Board. However,
the Company, during the year, detected an offence of fraud committed by an employee at one of the branches which necessitated
initiation of legal action against the concerned employee. The Company has terminated the services of the said employee and
also is in the process of lodging an FIR with statutory authorities through Court. The Company considering the facts and
circumstances is in the process of filing regular FIR. Pending the filing of FIR and taking into consideration that legal proceedings
would be time consuming, and the fact that chances of recovery of any further amount from the employee are negligible, amount
of ' 66.73 lakhs (net of the recovery) has been written off in the books of account. The Company has made a complete disclosure
in this respect in note no. 37 in the notes to account forming part of financial statements for the year ended 31^st March, 2025.

The Auditors have made a disclosure in this respect in their CARO report and have referred to the said note no. 37 forming part
of financial statements for the year ended 31^st March, 2025. The note being self-explanatory does not require any further elaborations.

18.3.1 Report of Auditors

Reports of Statutory Auditors on Audited Annual Financial Statements (Standalone and Consolidated) for the Financial Year
ended on 31st March, 2025 are self-explanatory and do not contain any qualification(s), reservation(s) or adverse remark(s) or
disclaimer, which call for any comment(s) from the Board of Directors as required under Section 134 of the Companies Act, 2013.

18.3.2 Report on Internal Financial Controls on Financial Reporting

In the opinion of Statutory Auditors, the Company has, in all material aspects, an adequate internal financial control system over
financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March,
2025. Reference may be made to “Annexure - B” of the Independent Auditors Report. The Company has taken necessary steps
to further strengthen the internal financial controls in respect of affairs at branches of the Company.

19. Secretarial Auditors and their report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has, based on the recommendation of Audit
Committee, approved the appointment of M/s Vijay K. Singhal & Associates, a sole proprietorship firm (Firm Registration No. -
S2013DE223300), holding a peer review certificate no. 1311/2021, as Secretarial Auditors of the Company and its material
subsidiary 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.

During the year, the Board of Directors has appointed M/s Vijay K. Singhal & Associates, Company Secretaries, as Secretarial
Auditors to carry out Secretarial Audit of the Company and its Material Subsidiary i.e. JMA Marketing Limited for the Financial
Year 2024-25. Based on the audit carried out by Secretarial Auditors, they have submitted their respective report(s), which are
annexed herewith as (Annexure-3) & (Annexure-4) and form part of this Boards’ Report. Report(s) of Secretarial Auditors are
self-explanatory and do not contain any qualification, reservation or adverse remark.

19.1 Annual Secretarial Compliance Report

The Company has obtained Annual Secretarial Compliance Report (“Compliance Report”) for the Financial Year 2024-25 from a
Company Secretary in Practice, which does not contain any qualification(s), reservation(s) adverse remark(s) or disclaimer.
Compliance Report has also been furnished before the Board and submitted with National Stock Exchange of India Limited within
the prescribed time limit.

20. Compliance with Secretarial Standards

Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and
notified by the Institute of Company Secretaries of India (ICSI).

21. Adequacy of Internal Financial Controls

The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations.
The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of
its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the

timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the IND
AS and the Companies Act, 2013.

An extensive risk based programme of internal audit and management reviews provides assurance to the Board regarding the
adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company.
M/s Bhatia & Bhatia, Chartered Accountants, are the Internal Auditors of the Company. In addition they are also reporting in
respect of Internal Financial Controls and have certified that such Financial Controls are adequate and are operating effectively.

22. Internal Control Systems

The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system
provides for well documented policies/guidelines, authorizations and approval procedures. The Internal control system provides
a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from un-authorized use and
compliance of statutes.

Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various
locations.

23. Internal Auditors and reporting

M/s Bhatia & Bhatia, Chartered Accountants, were appointed to conduct the internal audit for the Financial Year 2024-25. Internal
audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal
controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically
reviewed and compliances ensured.

Internal Auditors are directly reporting to the Audit Committee. The summary of the Internal Audit observations and the status on
implementation of corrective actions are reported to the Audit Committee for their review.

24. Risk Management Framework

Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has a well-defined Risk Management Policy. Your Company recognizes risk
management as an integral component of good corporate governance and fundamental in achieving its strategic and operational
objectives. The policy is intended to improve decision-making, define opportunities and to mitigate material events that may
impact shareholder value. Your Company has taken adequate insurance policy to cover the risk of destruction of any of its assets.

25. Cost Audit

Since your Company is engaged in the business of trading of auto spare parts i.e. trading business, provisions regarding
maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules
made thereunder, are not applicable.

26. Audit Committee

In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified
and independent Audit Committee, details of composition of which are given in Corporate Governance Report attached with this
report. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.

During the year under review, on account of impending completion of tenure of CA Subhash Chander Vasudeva and CA Mohindar
Mohan Khanna as Independent Directors of the Company, the Board of Directors, in its meeting held on 24th September, 2024,
reconstituted the Audit Committee. Accordingly, CA Subhash Chander Vasudeva ceased to be a member of the Audit Committee
with effect from 24th September, 2024. CA Mohindar Mohan Khanna has been re-designated as a member of the Audit Committee
with effect from the same date. Further, CA Karan Jit Singh Jasuja and Shri Rajesh Nangia, Independent Directors, have been
inducted as members of the Audit Committee in place of CA Subhash Chander Vasudeva. Shri Sanjay Sondhi, Independent
Director, who was appointed as a member of the Audit Committee with effect from 8th May, 2024, has been re-designated as the
permanent Chairman of the Audit Committee with effect from 24th September, 2024.

27. Vigil Mechanism

In accordance with Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower - cum - Vigil Mechanism Policy for the
Directors and the Employees as adopted by the Board, is in place and implemented. Details of aforesaid policy are given in the
Corporate Governance Report. Such policy has also been uploaded on the website of the Company vide link:
https://drive.google.com/file/d/1uAvu Kw-UOrGZwGF5wC8sShQsEj8JAWi/view .

28. Particulars of loans, guarantee or investments under Section 186 of the Companies Act, 2013 & Rules made thereunder

Your Company has not given any loans, guarantees or made investments during the year under review. Investments in other
body corporates made before the financial year 2024-25 were within the ambit of Section 186 of the Companies Act, 2013.

29. Nomination and Remuneration Policy

Your Company has Nomination and Remuneration Policy in place for selection, appointment and remuneration of the Directors,
Key managerial personnel and senior management employees of the Company. The Company’s remuneration policy is driven by
the success and performance of the individual employee and growth of the Company. Such policy has also been uploaded on
website of the Company vide link:

https://drive.google.com/file/d/1U1K-MFhckiDSt8IS0BLEn664-qh qnvn/view

During the year under review, on account of impending completion of tenure of CA Subhash Chander Vasudeva and Shri Alok
Sondhi as Independent Directors of the Company, the Board of Directors, in its meeting held on 24th September, 2024, reconstituted
the Nomination and Remuneration Committee. Accordingly, Shri Alok Sondhi ceased to be a member of the Committee with
effect from the said date. Shri Sanjay Sondhi, Independent Director, was inducted as a member of the Nomination and Remuneration
Committee. Further, Shri Rajesh Nangia, Independent Director, who was appointed as a member of the Committee with effect
from 8th May, 2024, has been re-designated as the permanent Chairman of the Nomination and Remuneration Committee with
effect from 24th September, 2024.

30. Management Discussion and Analysis Report

Management Discussion and Analysis Report is annexed (Annexure-5).

31. Corporate Governance Report and CEO & CFO Certification

A detailed Corporate Governance Report and CEO & CFO Certificate form part of this Board’s Report and are annexed with this
Annual Report.

32. Corporate Social Responsibility Initiatives

During the Financial Year ended on 31st March, 2025, the Company has incurred CSR expenditure of 57.93 Lakhs. CSR initiatives
taken were under the thrust areas of health & hygiene, education, skill enhancement, women empowerment, hunger management
and welfare activities. Annual Report on the cSr activities undertaken by the Company is annexed (Annexure - 6) to this report.

During the year under review, on account of impending completion of tenure of Shri Alok Sondhi and CA Subhash Chander
Vasudeva as Independent Directors of the Company, the Board of Directors, in its meeting held on 24th September, 2024,
reconstituted the Corporate Social Responsibility (CSR) Committee. Accordingly, Shri Alok Sondhi ceased to be the Chairman
and member of the CSR Committee with effect from the said date. Shri Rajesh Nangia, Independent Director, was inducted as a
member of the Committee. Further, CA Mohindar Mohan Khanna, Non-executive Director, was appointed as a member and the
permanent Chairman of the Corporate Social Responsibility Committee with effect from 24th September, 2024.

33. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company’s policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions
of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder
an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the
aforesaid Act. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a
summary of sexual harassment complaints received and disposed-off during the year:

34. Prevention of Insider Trading

The Board of Directors have formulated a Code to regulate, monitor and report trading by insiders and practices and procedures
for fair disclosure of unpublished price sensitive information in accordance with SEBI (Prohibition of Insider Trading) Regulations,
2015, to prevent misuse of any unpublished price sensitive information and prohibit insider trading activity. The Code of Practice
and Procedure for Fair Disclosure of unpublished Price Sensitive Information is available at
https://drive.google.com/file/d/1l5WkNeQlA1Dkf572yESq05WK4fYVsd5x/view.

35. Human Resources

At the end of March 2025, the total employee strength of the Company was 555. The Company’s focus is to drive each employee
to be more focused and productive. Regular training programs at various levels are in operation. Incentives are given wherever
required to motivate staff to meet Company’s overall objectives.

36. Remuneration Disclosures

Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and
Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed (Annexure-7) to
this Report.

37. Orders passed by regulators / courts / tribunals

No significant or material orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely
impact the financial position, going concern status of the Company and its future operations.

38. General

During the year under review:

• There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and

• There was no instance of onetime settlement with any Bank or Financial Institution.

Acknowledgment

The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the
continued help and co-operation extended by them.

The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufactures and all other stakeholders for
their continuous support to the Company and their confidence in its management. The Directors place on record their sincere appreciation
to all employees of the Company for their unstinted commitment and continued contribution to the Company.

For and on behalf of the Board of
Jullundur Motor Agency (Delhi) Limited

Sd/-

Subhash Chander Vasudeva

Place: Gurugram Chairman

Date: 29th May, 2025 (DIN: 00055588)

1

During the F.Y. 2019-20 the Company has subdivided its equity shares in the ratio of 1:5 i.e. from One (1) Equity share of ' 10/
- each into Five (5) Equity shares of ' 2/- each. Therefore, w.e.f. F.Y. 2019-20, the dividend is being paid on sub-divided face
value of share i.e. fully paid up equity share of ' 2/- each.

Shareholder(s) who has / have not encashed the dividend(s) is/are requested to encash their dividend or approach the Company
/ Registrar & Transfer Agent, before these are statutorily transferred to Investor Education and Protection Fund. Details of dividend
transferred into IEPF may be downloaded / checked from the website of IEPF Authority.

5.3 List of shareholder(s) who have not claimed their dividends (Interim / Final) is uploaded on the website of the Company vide link:
https://drive.google.com/file/d/1MfKT9Y4LmwuHI5jzvfruQZi0uL1Qv9o0/view.

5.4 SEBI has, vide its circular dated April 20, 2018, mandated the transfer of dividend/unpaid dividend directly to the Bank Account of
Shareholders. Shareholders are therefore advised to register / update their Bank details with the Company’s Registrar and Share
Transfer Agent.