The Directors are pleased to present herewith the Integrated Annual Report of Jay Ushin Limited ('the Company') along with the
Audited Financial Statements for the Financial Year ('FY') ended March 31, 2025.

FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS (Rs. In Lakhs)

COMPANY PERFORMANCE

During the Financial Year 2024-25, the Company has achieved operating income of Rs. 85,519.91 Lakhs as compared to Rs.
72,625.19 Lakhs in FY 2023-24. The profit before tax for FY 2024-25 stood at Rs. 1,731.31 Lakhs compared to Rs. 1,629.79 Lakhs
achieved in FY 2023-24. The profit after tax stood at Rs. 1,225.82 Lakhs for FY 2024-25 as compared to Rs. 1,429.23 Lakhs for the
previous year.

The performance of the Company has been comprehensively covered in the Management Discussion and Analysis Report, as
stipulated under Regulation 34 of the Listing Regulations with the Stock Exchange, which forms part of the Directors' Report.

DIVIDEND

Your Directors recommend a dividend of 40%, i.e. Rs.4.00 (Rupees Four only) per equity share of Rs. 10.00 each for the financial
year ended March 31, 2025, absorbing a sum of Rs. 154.58 lakhs, subject to the approval of shareholders at the ensuing Annual
General Meeting and U-shin Ltd, Japan.

In view of the changes made under the Income Tax Act, 1961, by the Finance Act, 2020, dividend paid or distributed by the Company
shall be taxable in the hands of the shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction
of tax at source at appropriate rates applicable to resident and non-resident shareholders as the case may be.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes affecting the financial position of the Company, subsequent to the date of this Report
REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
There is no Subsidiary, Associate Company and Joint Venture of the Company.

CREDIT RATINGS

CRISIL assigned long term loan facilities credit rating BBB-/Stable and for the short term loan facilities credit rating A3.

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (“the IEPF Rules”), all unpaid or unclaimed dividends are required to be transferred by the Company to the
IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares
on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to
the demat account of the IEPF Authority.

During the year under review, the Company has transferred the unclaimed dividend of Rs. 2,55,542 (Rupees Two Lakhs Fifty Five
Thousand Five Hundred Forty Two) for the year 2016-17 to IEPF. Year-wise amounts of unpaid / unclaimed dividends transferred to
IEPF and the corresponding shares are available on Company's website at www.jpmgroup.co.in.

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the
Company i.e. https://jpmgroup.co.in/wp-content/uploads/2023/07/02.pdf.

DEPOSITS

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

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any investments or given loan or provided guarantee/security during the year under review in terms of
Section 186 of the Companies Act, 2013.

MANAGEMENT DISCUSSION AND ANALYSIS

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

CORPORATE GOVERNANCE

Pursuant to Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate
Governance is annexed as Annexure -II to this Report.

The Auditor's Certificate certifying the Company's compliance as stipulated under Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is annexed Annexure-II-A to the Board Report.

CHANGES IN CAPITAL

During the year under review, there was no change in the Capital of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review, there were following changes took place in the composition of the Board and Key Managerial Personnel
of the Company.

Cessation of Director

1. Dr. Ravinder Kumar Malhotra was appointed as Non Executive Independent Director w.e.f. May 8, 2024 and resigned from the
Board w.e.f. July 26, 2024 due to his personal reasons.

2. Mr. Deepak Jain was appointed as Non Executive Independent Director w.e.f. August 14, 2024 and resigned from the Board
w.e.f. October 20, 2024 due to his personal reasons.

Your Board has placed on record its appreciation of the valuable guidance during his respective tenure on the Board and wished
him a good health to enable them to continue to lead an active life in the years to come.

Appointment of Director

Mr. Anirudh Minda was appointed as Non Executive Director w.e.f May 8, 2024
Retirement by Rotation

Mrs. Vandana Minda (DIN No. 03582322), Non-Executive Director of the Company, retires by rotation at the ensuing Annual General
Meeting, being eligible, has offered herself for re-appointment.

Declaration from Independent Directors

The Independent Directors of your Company have certified their independence to the Board, stating that they meet the criteria for
independence as mentioned under Section 149(6) of the Act.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in SEBI Listing
Regulations, are independent of the management, possess requisite qualifications, experience, proficiency and expertise and they
hold highest standards of integrity.

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Board of Directors has devised a policy with lays down a framework in relation to Directors' appointment and remuneration,
including the criteria for determining qualification, positive attributes, independence of directors and other matters are given on the
website of the Company at https://jpmgroup.co.in/wp-content/uploads/2022/11/id.pdf.

Meetings of the Board

The Board of Directors held 5 (five) meetings during the year. For details, please refer to the Report on Corporate Governance, which
forms part of this Report.

Committees of the Board

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

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

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders' Relationship Committee

• Share T ransfer Committee

The Composition, terms of reference and number of meetings of the Board Committees is described in Corporate Governance Report
as stipulated under Listing Regulations, which forms integral part of this Report.

RISK MANAGEMENT

Your Company is operating in a dynamic, uncertain and complex environment. To manage the risks during all stages of its operations
and with a view to create long-term stakeholders' value, and protect Company's assets, a robust risk management framework,
keeping in view the size of the Company has been established. This framework is in compliance with regulations and industry
best-practices. The purpose of our risk management framework is to ensure accountability and competence for managing risks
across the organization. It also lays down activities for risk identification, monitoring, review, control and risk prioritization, along with
development of a risk response plan.

Risk Management Policy of the Company may be accessed at Company's website at https://jpmgroup.co.in/wp-content/
uploads/2024/05/riskmanagment_2024.pdf.

DIRECTOR'S RESPONSIBILITY STATEMENT

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

a) in the preparation of the annual accounts, the applicable accounting standards have been adhered, along with proper explanation
relating to material departures;

b) appropriate accounting policies have been considered and applied consistently and judgments and estimates that are reasonable
and prudent have been made so as to give a true and fair view of the state of affairs as at March 31, 2025 and of the profit and
loss of your Company for the financial year ended March 31, 2025;

c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions
of the Companies Act, 2013 for safeguarding the assets of your Company and for preventing and detecting fraud and other
irregularities;

d) the annual accounts for the financial year ended March 31, 2025 have been prepared on a going concern basis;

e) they have laid down proper Internal Financial Controls laid by them were followed by the Company and that such Internal
Financial Controls are adequate and were operating effectively; and

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

PARTICULARS OF EMPLOYEES

Personnel and industrial relations were cordial and satisfactory during the year under review. There were no employees of the
company who have drawn remuneration in excess of the limits set out under Section 197(12) of the Act read with Rules 5(2) and 5(3)
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure- III and forms
integral part of this report.

RELATED PARTIES TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The
Related Party Transaction Policy is available on the website of the Company at http://jpmgroup.co.in/document/rptp.pdf. A statement
of all particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, is
annexed as Annexure -IV and forms integral part of this Report.

All related party transactions that were entered into during the year under report were on arm's length basis. There were no materially
significant related party transactions which could have potential conflict with interest of the Company at large.

Related Party Transactions are placed before the Audit Committee as also before the Board, wherever required, for their approval.
The Company's management ensures total adherence to the approved Policy on Related Party Transactions to establish Arm's
Length Basis without any compromise.

INTERNAL FINANCIAL CONTROLS

The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations
and such internal financial controls with reference to the Financial Statements are adequate. Please refer to the paragraph on Internal
Control Systems and their Adequacy in the Management Discussion & Analysis section for detailed analysis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

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

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return
(e-form MGT-7) of the Company is available on the website of the Company at www.jpmgroup.co.in.

AUDITORS AND AUDITORS' REPORT

Statutory Auditors:

M/s. NSBP & Co., Chartered Accountants (Firm Registration No. 001075N) were appointed as Statutory Auditor of the Company for

a tenure of 5 years commencing from the conclusion of the 36^th AGM of the Company until the conclusion of the 41^st AGM to be held
in the year 2027. The Auditors' Report does not contain any qualification, reservation or adverse remarks.

Cost Auditor

As per Section 148 of the Act, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The
Board of Directors of the Company based on the recommendation of the Audit Committee, approved the appointment of M/s. Ahuja
Sunny & Co., Cost Accountants, (Firm Registration No. 101411) as the Cost Auditors of the Company to conduct cost audits for
relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for 2025-26. M/s. Ahuja Sunny & Co., Cost
Accountants, have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and
consent for appointment.

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

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

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

The Report of the Secretarial Auditor for 2024-25 is annexed herewith as Annexure - VI. The observations of the Auditors are self
explanatory and therefore, do not call for any further comments.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

There are no significant material orders passed by the Regulators or Courts or Tribunals impacts the going concern status of the
company and its future operations.

CHANGE IN NATURE OF BUSINESS

During the year under review, there are no change in the Company's nature of business.

CORPORATE SOCIAL RESPONSIBILITY

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

LISTING OF EQUITY SHARES

The Company's equity shares are listed on the BSE Ltd. Listing fees have been paid up to 31st March, 2025. More details about the
Transfer of Shares and Listing of Shares are given in the Corporate Governance Report.

ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and as per Guidance Note on Board Evaluation issued by SEBI on 5^th January, 2017, the Board has carried out annual
performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees.

At the board meeting that followed the meeting of the independent directors and meeting of Nomination and Remuneration Committee,
the performance of the Board, its Committees, and individual directors was also discussed. Performance evaluation of independent
directors was done by the entire Board, excluding the independent director being evaluated.

ACCOUNTING TREATMENT IN PREPARATION OF FINANCIAL STATEMENTS

The financial statements have been prepared in accordance with Ind-AS notified under the Companies (Indian Accounting Standards)
Rules, 2015.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Creating a fraud and corruption free culture has always been the core factor of your Company. In view of the potential risk of fraud,
corruption and unethical behavior that could adversely impact the Company's business operations, performance and reputation, the
Company has emphasized even more on addressing these risks. To meet this objective, a comprehensive vigil mechanism named
Whistle Blower Policy, in compliance with the provisions of Section 177(10) of the Act and Regulation 22 of Listing Regulations, is
in place. The details of the Whistle Blower Policy is posted on the website of the Company at https://jpmgroup.co.in/wp-content/
uploads/2022/11/wb.pdf.

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

Your Company believes in providing and ensuring a workplace free from discrimination and harassment based on gender.

Your Company has an appropriate Sexual Harassment Policy in place to provide clarity around the process. An Internal Committee
in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is in place. Regular
Training sessions are organized to make associates aware of the policy and to avoid occurrence of such incidences in the Company.
During the year there was no complaint of sexual harassment that was reported.

CODE OF CONDUCT AND ETHICS

The Board of the Company has adopted a Code of Conduct and Ethics for the Directors and Senior Executives of the Company.
The object of the Code is to conduct the Company's business ethically with responsibility, integrity, fairness & transparency. The
framework sets out a guiding policy for concerned person's conduct in dealing with/ for the Company, fellow Directors and Employees.
This Code is available on the Company's website and can be accessed by link: https://jpmgroup.co.in/code-of-conduct. A declaration
signed by Managing Director and CEO of the Company with regard to the compliance with the Code by the Members of the Board
and Senior Executives is annexed as Annexure-IX and forms part hereof.

A Certificate of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) of the Company in terms of Regulation 17(8) of
the Listing Regulations is also annexed as Annexure-X.

SECRETARIAL STANDARDS

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

OTHER DISCLOSURES

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

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

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

The Directors wish to convey their appreciation to all the employees of the Company for their contribution towards the Company's
performance. The Directors would also like to thank the all valuable stakeholders, Dealers, Vendors, Banks, Joint venture partner i.e.
U-shin Ltd., Japan, government authorities, business partners, customers, financial institutions, other business associates for their
excellent support and co-operation and help rendered during the year and all other stakeholders.

For and on behalf of the Board
Jay Ushin Limited

Place: Gurugram Ashwani Minda Vandana Minda

Date: May 29, 2025 Chairman, Managing Director & CEO Director

DIN: 00049966 DIN: 03582322