JK Tyre & Industries Ltd

Your Directors are pleased to present the Annual Report of your Company, along with Audited Financial Statements for the financial year ended 31^st March, 2023.

Financial Performance

Your Directors are pleased to report a year of highly successful operations. JK Tyre's, both top line and bottom line continued on growth trajectory, despite high input costs during the first half of the year. Focus on sales growth enabled a jump of 22% resulting in the highest ever turnover of Rs. 14,681 crores by JK Tyre. Strategic interventions, higher operating efficiencies and good performance of subsidiaries helped operating profit increase by 21% and a higher net profit, which grew by 32%.

Operations

Post Covid-19 pandemic, world economies started recovering fast. However, unfortunate geopolitical developments impacted the recovery and the world economies hit inflationary conditions, resulting in tightening of money supply. To check this, interest rates were raised across the globe, which curbed consumer spending. This impacted global trade, thereby lowering the economic growth forecast. However, there was respite in the second half of 2022, as commodity prices stabilised and indications of softening were noticed.

The Indian economy withstood the turbulence well and remained as one of the fastest growing economies in the world.

The Indian Tyre Industry too, was affected by the volatile business environment. However a nimble footed approach, implementation of well thought out business strategies across all functions coupled with prudent situational management, enabled JK Tyre to emerge stronger and remained one of the fastest growing tyre companies in India while sustaining its green ethos.

JK Tyre launched several innovative products, Fuel Saver TBR Tyres

- JUH XF & JDH XF in the truck/bus radial range and Ultra high Performance passenger radials more particularly for high end cars, to meet the growing needs for EV tyre, the range was vastly expanded across various categories. Strategic market penetration supported by efficient supply chain, revamped fleet management programme with focused customer centric approach, higher participation in the OEMs also helped to achieve robust growth. Prudent financial management on the one hand and improved plant efficiencies on the other hand, helped to attain higher profitability.

Key Highlights - FY 2022-23

During the year, the Company crossed several new milestones, a few of which are given hereunder:

1. Highest ever revenue Rs. 14,681 crores, a growth of 22% on a consolidated basis.

2. JK Tornel, Mexico and Cavendish Industries Ltd. (subsidiaries), also achieved highest turnover individually.

3. Secured $30 Million (Rs. 240 crores) funding from the International Finance Corporation (IFC), a member of the World Bank

Group and the largest global development institution, by way of Compulsorily Convertible Debentures, further improved leveraging.

4. ESG Rating - In recognition of its superior environment, social and governance practices, JK Tyre has been rated as the best among peers, in the industry category of tyre by CareEdge.

5. All plants operated at capacity utilization of ~90%.

6. Channel expansion resulting in increased market reach and penetration.

7. Lead player in Green Manufacturing - enhanced the share of power through renewable sources to 55% and use of biomass in place of coal to 28%.

8. Lowest in the tyre industry globally for water consumption & amongst top 3 tyre companies, in lowest energy consumption among the global manufacturers.

9. Over a million people have benefitted over the years from multiple CSR initiatives targeted towards improvement of health and sanitation, skill development, education, livelihood and environment as also water conservation.

10. Completed 25 years of acquisition of Vikrant Tyre Plants, Mysuru by JK Tyre and turned it into a state-of-the-art facility backed by world class research, innovation and technology.

JK Tornel

JK Tornel, Mexico's performance during 2022-23 was at an all-time high and yielded satisfying results. It recorded its highest ever sales of 6,546 Million Pesos in 2022-23 which is a growth of 13% over previous year, despite challenging markets in USA and Latam. Operational efficiencies were enhanced by consolidating production lines and conversion of dollar loans to Peso loan from Mexican banks. JK Tornel received "Best Supplier Award" from both Walmart & Soriana, largest Mass Merchandise Outlets in Mexico, recognized out of > 300 Suppliers in "Home & Essentials" Category. In addition, JK Tornel achieved the status of being highest seller of Tyres on "Online Platform" with a share of over 50%. JK Tornel continued to enjoy the highest Market Share in Passenger Car Radials in Mexico. It also provided value added services to farm OEM clients in USA.

Cavendish Industries Ltd.

It was yet another year of achieving all-round growth recording highest Turnover of Rs. 3,869 crores, an increase of 29% over last year. Production was also at its all-time high across product categories. The Company enhanced its presence in EV 2/3 wheeler market by launching several new products, which were well received in the market.

The Company received several accolades during the year.

It is indeed a matter of great satisfaction that acquisition of Cavendish has resulted in synergistic benefits for JK Tyre, besides strengthening and complementing its product portfolio as well as its financials. With capacity utilization at high levels and with significant improvement in efficiencies backed by stable raw material prices, Cavendish delivered satisfactory performance during the year.

Raw Material

The year 2022-23 started with very high commodity prices, leading to higher raw material cost, which prevailed throughout the first half of the year. The prices started softening during the second half of the year due to shrinkage in global demand. Also, the international sea freight saw some correction in H2.

Technological Excellence

Keeping in view the customer centric ethos of your Company, wide range of new products have been developed across the categories and segments, both for domestic as well as international markets. These are value added products and are future ready to cater to the new generation of vehicles.

The TBR & LTR product range of tyres are certified for meeting stringent AIS142 stage-2 requirements in domestic market. The tyres were extensively tested by Indian test agencies (ARAI, ICAT) for rolling resistance (RRC) & wet grip.

Our fuel efficient tubeless tyre – JETWAY JUM XM has been certified for 4-star rating by Bureau of Energy Efficiency. The new tyre labelling system is envisaged to bring a better informed decision making process for the customer while purchasing the new tyres.

New OEM approvals have been secured across all categories of tyres - be it commercial, passenger and light truck or O_ High Way Tyres. Focused efforts were made on enhancing the EV tyre range and developing ultra low RRC tyres.

This has been made possible by continuous pioneering work and journey of innovation at the Company's global R&D and Tech centre the "Raghupati Singhania Centre of Excellence" located at Mysuru. The emphasis on Technology and R&D has lead to many break through achievements which have enabled the Company to stay ahead of the curve in the rapidly evolving customer and regulatory requirements for domestic as well as global markets.

Quality Management Systems

JK Tyre has always believed process based Quality Management. The Company is working TQM journey for Business excellence. There is a continuous drive across the organisation which has enabled significant gains improvement in the domain of Productivity, Quality,

Cost & Delivery. Sustainable business growth coupled with consistent product performance has enhanced the confidence and engagement of all our stakeholders. Our business partners have also benefitted in several improvement activities by way of joint projects.

JK Tyre – The Green Tyre Company

India like other major economies today have two major challenges: the need to create a sustainable growth-oriented economy and the need to be competitive in the global market. Sustainability has become a critical concern in all industries and tyre industry being no exception.

JK Tyre has adopted a ‘Cradle-to-grave' approach to deal with sustainability challenges. Keeping this in mind, the Company is focusing on four key areas: sustainable material usage, sustainable manufacturing practices, In-use tyre performance (low rolling resistance and high wear resistance) and 6R Strategy (Reduce, Reuse, Recycle, Renew, Redesign and Remanufacture).

The Company's R&D efforts are to prioritize sustainability to reduce the impact on the environment. JK Tyre has taken a target to reduce carbon emission intensity to 50% by 2030.

Extensive usage of various digital predictive tools is also helping us to achieve our target. The benefit of these tools is realised in terms of reduction in new product development time as also prototype making and testing.

The Company is a strong believer in a collaborative approach by harnessing domain expertise available in the complete rubber value chain. Towards this, we are working with various stakeholders, such as raw material suppliers, machine & equipment manufacturers, OEMs, defence, testing agencies, academic institutions and Government agencies.

JK Tyre has always been a frontrunner in the promotion of green manufacturing in the country and greatly focuses on the use of green and clean energy, resulting in the reduction of emission of greenhouse gases and dependence on fossil fuels.

During the financial year 2022-23, the Company achieved a total energy benchmark level of 8.50 GJ/Ton of production which ranks among the best companies in the sector worldwide. Reduction of 61.45% in GHG Emission (Scope 1 & 2) has been achieved over the base year.

JK Tyre is recognized today as a global leader for the lowest water uses per kg of tyre manufactured. During the financial year 2022-23, 1.62 liters per kg at JK Tyre is the lowest in the global tyre industry. E_orts are being made to become a water positive Company.

The Company continues to remain "Zero waste to landfill" in all the plants, ensuring that no waste went to the landfills and also remains single use plastic free.

The Company's endeavours on ESG have been captured in a Databook which forms a part of our Integrated Annual report for the first time ever. This is a best in class practice and an Industry first in India, another milestone in JK Tyre's journey of sustainability.

Awards

JK Tyre is proud to be recognised with numerous accolades including the:

E "CII National Award" for Excellence in Water Management 2022

E "National Energy Award" for Excellence in Energy Management 2022 by CII

E "RoSPA Bronze Award" for Health and Safety for 2022 from the Royal Society for the Prevention of Accidents, U.K.

E "Global Sustainability Leadership Award 2022" by World Sustainability

E "Most Iconic Manufacturing Industry 2022" from World Manufacturing Congress

E "Social Impact Award" by Indian Chamber of Commerce

E "UCCI Excellence CSR Award" in the Large Business Category by Udaipur Chambers of Commerce & Industry

E Recognised as "Superbrand" for 9^th consecutive time

E "ET Iconic Brand" of India

E "JK Tyre's Puncture Guard - Editor's Choice Innovative Auto Solution" by BBC Top Gear India

E "Motorsport Award" of the Year by Car-BiKe

Preferential Allotment of Compulsorily Convertible Debentures

During the financial year under review, the Company has raised $ 30 Million (Rs. 240 crores) approximately by issue and allotment of 24,000 fully paid compulsorily convertible debentures (carrying an interest of 6% per annum compounded cumulatively on a quarterly basis) of the face value of Rs. 1,00,000/- each (CCDs), by way of a preferential issue on a private placement basis, to International Finance Corporation, part of the World Bank Group and a Qualified Institutional Buyer. These CCDs shall be convertible into equity shares of Rs. 2 each of the Company, within a period up to 18 months from the date of allotment, at a conversion price of Rs. 180.50 for each equity share. The allotment of CCDs was completed on 20^th March 2023. The proceeds of this issue will be utilized for financing expansion of capacities. There are no deviation(s) or variation(s) in the use of proceeds of the preferential issue from the specified objects of the issue.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 2.00 per equity share of Rs. 2 each (i.e., 100%) on the equity share capital of Rs. 49.25 crores for the financial year ended 31^st March 2023. The dividend outgo will be Rs. 49.25 crores. The 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.

Appropriations

The amount available for appropriation, including surplus from the previous year, stood at Rs. 1,246 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 2023 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 2023 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 Arvind Singh Mewar ceased to be a Director upon completion of his second term as an Independent Director of the Company with effect from 25^th September 2022. Shri Mewar joined the Board of the Company in the year 1975 when the Company was in the midst of setting up its first tyre plant in the backward area of Kankroli, Rajasthan. The Board places on record its deep appreciation for the valuable services rendered by Shri Mewar during his long tenure as a Director.

The Board appointed Shri Subhrakant Panda as an Additional Director of the Company, effective 2^nd November 2022, pursuant to Section 161 of the Companies Act, 2013, which was subsequently, approved by the members of the Company by means of a special resolution passed through postal ballot on 30^th January 2023. Shri Subhrakant Panda has been appointed as a director liable to retire by rotation and also as an Independent Director for a term of five consecutive years effective 2^nd November 2022.

Shri Anshuman Singhania retires by rotation and, being eligible, offers himself for re-appointment at the ensuing Annual General Meeting (AGM). The Board recommends re-appointment of Shri Anshuman Singhania.

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 2023 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 2023 are:

(a) accepted during the year - Rs. 44.94 crores;

(b) remained unpaid or unclaimed as at the end of the year - Rs. 1.17 crores;

(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.

(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 & Company,

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 2022-23. 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 2022-23 of CIL in the prescribed format is annexed as 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 2022 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 2023 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.

Corporate Social Responsibility

As a responsible corporate citizen, the Company has been undertaking and participating in the socially important projects in the fields of health, education, adult literacy, livelihood enhancement, environment conservation, rural development, renewable energy, among others - ever since it commenced operations i.e., even before Corporate Social Responsibility (CSR) was mandated by law.

The Company has also framed a CSR Policy in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The CSR Policy of the Company, the Projects approved by the Board, the composition of the CSR Committee and other relevant details are disclosed on the website of the Company.

The annual report on the CSR activities undertaken by the Company during the financial year under review, in the prescribed format is annexed to this Report as Annexure ‘D'.

Internal Financial Controls

With a view to have a robust Internal Financial Control system, the Company has put in place budgetary controls, internal reporting policies and procedures. The key financial controls to the extent possible have been documented for respective business processes. These systems, policies, procedures and key financial controls are reviewed from time to time for necessary updation. This ensures accuracy and completeness of the accounting records, safeguarding of the assets and resources of the Company and also helps in prevention and detection of frauds and errors. The policies and procedures are also adequate for orderly and efficient conduct of the business of the Company. The Company also has a robust management information system commensurate with the size and nature of its operations, which not only facilitates speedy business decisions but also helps in sharing reliable information across various levels in the Company. No reportable material weaknesses were observed in the system during the year.

Significant and Material Orders Passed by the Regulators or Courts or Tribunals

The Competition Commission of India ("CCI") on 2^nd February 2022 published an Order dated 31^st August 2018 for alleged contravention of Section 3 of the Competition Act, 2002 against the Company and certain other domestic tyre manufacturing companies and had imposed a penalty of Rs. 309.95 crores on the Company. The Company filed an Appeal before the Hon'ble National Company Law Appellate Tribunal (NCLAT) against the said 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 Lakh and Rs. 4.65 Lakh, 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 CCl, 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. The Company understands that the CCI has filed an appeal against the NCLAT Order dated 1^st December 2022, however, no notice has been received by the Company till date. 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; (ii) there was no instance of onetime settlement with any bank or financial institution; and (iii) no application has been made nor any proceedings are pending under the Insolvency and Bankruptcy Code, 2016.

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 Responsibility and Sustainability Report of the Company for the financial year ended 31^st March 2023 in the prescribed format, giving an overview of the initiatives taken by the Company from an environmental, social and governance perspective is given in a separate section of the Annual Report and forms part of it.

Corporate Governance - including details pertaining to Board Meetings, Nomination and Remuneration Policy, Performance Evaluation, Risk Management, Audit Committee And Vigil Mechanism, etc.

Your Company reafirms its commitment to the highest standards of corporate governance practices. Pursuant to the SEBI Listing

Regulations, a Management Discussion and Analysis, Corporate Governance Report and Auditor's Certificate regarding compliance of conditions of Corporate Governance are made a part of this Report as Annexures - ‘E' & ‘F'.

The Corporate Governance Report which forms part of this Report also covers the following: (a) Particulars of the four Board Meetings held during the financial year under review.

(b) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors. The Policy is also available on the website of the Company at www.jktyre.com (c) The manner in which formal annual evaluation of the performance of the Board, its Committees and of individual Directors has been made.

(d) The details with respect to composition of the Audit Committee and establishment of Vigil Mechanism.

(e) Details regarding development and implementation of Risk Management Policy including identification therein of elements of risks, etc.

(f) Dividend Distribution Policy.

(g) Compliance with provisions under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(h) Details regarding credit ratings.

(i) The details of utilization of funds raised through preferential allotment of CCDs.

Directors' Responsibility Statement

As required under Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

(a) in 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 judgments 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 various State Governments including those of Rajasthan, Madhya Pradesh, Karnataka, Tamil Nadu, Uttarakhand as well as the Governments of India and Mexico. The Directors also thank the banks, shareholders and all value chain partners. 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.