Jamna Auto Industries Limited’s Board of Directors has approved the acquisition of the entire issued share capital of Owen Springs Limited for £2,000,000. The deal, structured as a 100% cash consideration transaction subject to completion formalities, is expected to close by August 31, 2026. This strategic move supports the company’s Lakshya – RISE 5000 initiative to expand its international footprint in the United Kingdom and other regions.

Transaction Overview

The acquisition targets Owen Springs Limited, a company incorporated in England and Wales on July 28, 2004. The target specializes in the manufacturing and trading of leaf and parabolic springs and other allied products. Jamna Auto Industries will acquire 100% of the outstanding equity capital from the existing shareholder, OSL Group Holdings Limited.

Strategic Rationale

The board stated that the acquisition is aligned with the company’s Lakshya – RISE 5000 strategy. Management expects the deal to strengthen Jamna Auto Industries’ global market position, enhance access to customers in the UK, and create opportunities for operational synergies and long-term value creation. The transaction is not classified as a related-party transaction, and no promoter or group company holds an interest in the target entity.

Financial Profile of Owen Springs

Owen Springs reported declining revenues over the last three calendar years. For the year ended December 31, 2025, the company reported revenue of £2,761 thousand, down from £3,165 thousand in 2024 and £3,854 thousand in 2023. Despite the revenue contraction, the entity reported a Profit After Tax (PAT) of £132 thousand and a net worth of £1,041 thousand for the same period.

Key Financial Metrics (Calendar Year Ended Dec 31)

The acquisition price is subject to adjustments based on net current assets as per the Share Purchase Agreement. The Board meeting concluded at 2:20 p.m. on July 24, 2026, with disclosures made pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Jamna Auto Industries has announced the re-appointment of Mr. Gautam Mukherjee as an Independent Director for a second term of five years. The resolution was approved by shareholders with a requisite majority through a postal ballot conducted via remote e-voting. Mr. Gautam Mukherjee (DIN: 02590120) will serve on the Board from May 31, 2026, to May 30, 2031, and his term will not be liable to retire by rotation.

The remote e-voting process was managed by National Securities Depository Limited (NSDL) and took place from June 1, 2026, to June 30, 2026. The cut-off date for determining shareholder eligibility was May 22, 2026. The voting results were scrutinized by Ravi Sharma, a Practicing Company Secretary and Managing Partner of RSM & Co., who confirmed the resolution was carried with the necessary majority.

Voting Results Summary

The special resolution received strong support across shareholder categories. A total of 254,515,769 votes were cast in favor, representing 98.25% of the total votes polled. Public Institutions and Public-Non Institutions participated actively, with Promoter and Promoter Group casting 100% of their votes in favor.

Detailed Voting Breakdown

Procedural Compliance

The company complied with Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and Section 110 of the Companies Act, 2013. Notices were dispatched electronically to shareholders, and newspaper advertisements were published in Business Standard and Jansatta on May 28, 2026, to inform members about the e-voting process. The votes were unblocked on June 30, 2026, in the presence of independent witnesses.