Jamna Auto Industries Ltd's Board of Directors has approved the acquisition of 100% of the issued share capital of Owen Springs Limited for £2,000,000 in cash. Owen Springs Limited specializes in manufacturing and trading of leaf springs, parabolic springs, and related products. The transaction, subject to completion formalities under the Share Purchase Agreement, is expected to close by August 31, 2026. This move aligns with the company's Lakshya – RISE 5000 strategy to expand its international footprint in the United Kingdom.

Transaction Overview

Jamna Auto Industries will acquire the entire equity capital from OSL Group Holdings Limited, the existing shareholder. Owen Springs Limited, incorporated in England and Wales on July 28, 2004, specializes in manufacturing and trading leaf and parabolic springs. The acquisition is not a related-party transaction, and no promoter or group company holds an interest in the target.

Strategic Rationale

Management stated that the acquisition strengthens Jamna Auto Industries' global market position and enhances access to UK customers. The board expects operational synergies and long-term value creation through expanded business opportunities in the region. The deal supports the company's broader objective of entering new markets under its Lakshya – RISE 5000 initiative.

Financial Profile of Owen Springs

Owen Springs reported declining revenues over the last three calendar years. For the year ended December 31, 2025, revenue was £2,761 thousand, down from £3,165 thousand in 2024 and £3,854 thousand in 2023. Despite the 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.