To,

The Members,

Your Directors hereby submit the 39th Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS –STANDALONE & CONSOLIDATED:

The highlights of the standalone and consolidated financial statements of your Company for the Financial year ended March 31, 2026 along with the previous year'sfigures under: are given as

` In Crore

Note: the above figures are extracted from the audited standalone and consolidated financial statements as per Indian Accounting

Standards (Ind AS)

* Total Income includes a government incentive of 159.70 crores (P.Y 25.48 crores).

On a standalone basis, the Company reported total income of 2,553.91 crores for the financial year 2025 26, compared to 2,292. crores in the previous year, reflecting a growth of 11.38%. EBITDA increased to 285.53 crores in 2025 26 from 167.49 crores in the preceding year.

Profit Before Tax (PBT) for the financial year 2025 26 rose significantly by 209.83% to 147.17 crores, as against 47.50 crores in previous year. Similarly, Profit After Tax (PAT) grew by 333.52% to 137.86 crores, compared to 31.80 crores in the prior fiscal. On a consolidated basis, the Company reported a Profit Before Tax of 149.58 crores for the financial year 2025 26, up by 204. from 49.07 crores in the previous year. Profit After Tax also increased by 324.40% to 139.67 crores, compared to 32.91 crores last year. The Company generated a healthy net cash accrual of 226.81 crores during the financial year 2025 26.

Under the Industrial Policy 2015 of the Government of Gujarat ("the Scheme"), the Company is eligible to claim incentives in the form of GST refunds for a period of 10 years from the date of commencement of production at its Vithlapur, Gujarat plant. The Company has obtained the registration certificate and provisional eligibility March 2026, the Company accrued GST incentives amounting to 159.70 crores (previous year: 25.48 crores).

The Company continues to expand its tooling manufacturing capacity and enhance its capabilities to move up the value chain. It has successfully developed expertise in the localization of ultra-high tensile dies for 1180 MPa parts, which are critical for OEMs to meet stringent crash and safety norms. The Company also maintains a strong focus on the localization of skin panel dies for various OEMs, as well as critical body-in-white (BIW) and chassis components. It is currently the only tool-room in India with such capability and scale. Additionally, the Company is focusing on the localization of proto-dies and the development of hot stamping dies within India.

2. CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year 2025-26, there was no change in the nature of business of the Company.

3. DIVIDEND AND APPROPRIATION:

Dividend

Your Directors are pleased to recommend a final dividend of 0.70 per equity share of 2 each i.e. 35% for the financial year ended

March 31, 2026, subject to the approval of the shareholders at the ensuing Annual General Meeting. The dividend will be paid to members whose names appear in the Register of Members as on Wednesday, August 19, 2026, through online transfer to those shareholders who have updated their KYC including bank account details.

Further, the Shareholders holding shares in physical form and the shareholders who have not updated their bank account details may kindly note that SEBI, vide its various circulars has mandated that dividend shall be paid only through electronic mode with effect from

April 01, 2024. Further w.e.f. November 19, 2025, electronic clearing services (local, regional or national), direct credit, real time gross settlement, national electronic funds transfer are the only recognized way to pay Dividend as per Regulation 12 read with Schedule I of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI LODR').

Hence, the Shareholders are requested to update their details with Company/ RTA by submitting requisite forms which are available on website of the Company under the web link at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/forms-forregistering-updating-the-kyc-details/ The Board has recommended this dividend based on the parameters laid down in the Dividend Distribution Policy of the Company and it will be paid out of the profits of Financial Year 2025-26.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 2025.

Book Closure and Record Date

The Register of Members and Share Transfer Books of the Company will be closed from Thursday, August 20, 2026 to Wednesday,

August 26, 2026 (both days inclusive) and the Company has fixed Wednesday, August 19, 2026 as the "Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2026.

4. TRANSFER TO GENERAL RESERVE:

The Board of Directors of the Company do not propose to transfer any amount to reserves other than transfer of undistributed profits to surplus in statement of Profit & Loss.

5. PLANTS AT KHARKHODA, SONIPAT (HARYANA), SMG SUPPLIER PARK (GUJARAT), AND SPARES DIVISION AT PATHREDI, RIICO (RAJASTHAN):

Kharkhoda Plant at Sonipat (Haryana)

The first phase of construction and installation of machinery at the plant have been completed as planned, and all requisite approvals for commencement of operations have been obtained from the relevant authorities. fromtherelevantauthorities.During the year ended The Company has established a 1,600-ton robotic tandem line, a 1,000-ton progressive line, a weld shop, and other supporting infrastructure. In addition, plans are underway to install a 3,000-ton transfer press in line with the requirements of MSIL.

The Company has commenced supplies for the Brezza model of Maruti Suzuki, which has been relocated from Manesar to Kharkhoda, and has also initiated production for the new Victoris model from September 2025.

Further, in alignment with Industry 4.0 initiatives, the Company is actively implementing digitization across various processes.

Plant at SMG Supplier Park (Gujarat)

Construction activities of the plant have been completed as per schedule, and all necessary approvals for commencement of operations have been duly obtained from the relevant authorities.

The Company has installed a state-of-the-art weld shop at this facility to meet the production requirements of electric vehicles (EVs) for Maruti Suzuki India Limited. Commercial production commenced in August 2025 in line with the production schedule of Maruti Suzuki India Limited (MSIL).

Spares Division at Pathredi, RIICO (Rajasthan)

The first phase of construction for the Spares Division has been completed in accordance with the project schedule, and the necessary statutory approvals have been secured from the relevant authorities.

This facility has been established to address the growing demand for spare parts and service components, supported by modern infrastructure and streamlined processes to ensure efficient and timely delivery. The Company has installed the requisite machinery and supporting systems to enable scalable operations at the unit.

In line with the Company's commitment to operational excellence, initiatives are underway to integrate digital systems and adopt best practices aimed at enhancing productivity and improving supply chain efficiency.

6. SHARE CAPITAL:

Your Company's Authorized Share Capital as on the date of this report is Rs.30,00,00,000 divided into 13,50,00,000 Equity Shares of Rs. 2/- (Rupees Two only) each and 30,00,000 Preference Shares of Rs. 10/- (Rupees Ten only) each.

The Issued, Subscribed & Paid up Share Capital as on the date of this report is Rs.21,65,00,000 Divided into 10,82,50,000 Equity Shares of Rs. 2/- (Rupees Two only) each.

7. DETAIL OF SUBSIDIARIES, JOINT VENTURES/ ASSOCIATES:

Pursuant to the provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing highlights of performance of the Joint Venture Company – M/s JBM Ogihara Die-tech Pvt. Ltd. forms part of the Company's Financial Statements in the prescribed form AOC-1.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, Consolidated Financial

Statements along with relevant documents and separate Audited Financial Statements in respect of Joint Ventures/ Associates are available on the Company's website at www.jbmgroup.com

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI LODR, the Management Discussion and Analysis report is given separately and forms part of this Annual Report as Annexure-A .

9. CREDIT RATING:

The Company's sound financial management and its ability to service financial obligations in a timely manner, has been re-affirmed by the credit rating agency ICRA with long-term instrument rated as ICRA A+ and short-term instrument rated as ICRA A1.

10. DEPOSITORY SYSTEM:

The shares of the Company are in Dematerialized form with both the Depository Systems in India - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

As on March 31, 2026, out of 10,82,50,000 Equity Shares, 10,75,15,781 Equity Shares of the Company are in dematerialized form and available for trading on both the Stock Exchanges i.e. Bombay Stock Exchange Limited and National Stock Exchange Limited.

Pursuant to the SEBI (LODR) Regulations and applicable SEBI circulars, requests relating to transfer, transmission, transposition, issue of duplicate share certificates, claims from unclaimed suspense accounts, renewal/exchange, endorsement, subdivision/splitting and consolidation of securities are processed in dematerialized form. Shareholders seeking these services may submit their requests to MCS Share Transfer Agent Limited, the Company's Registrar and Transfer Agent (RTA), whose contact details are available on the Company's website. Earlier, such requests were processed through the issuance of a Letter of Confirmation (LOC) for subsequent credit to the shareholder's demat account.

However, pursuant to SEBI Circular No. HO/38/13/(3)2026-MIRSD-POD/I/3763/2026 dated January 30, 2026, the requirement for issuance of an LOC has been dispensed with, effective from April 02, 2026. Accordingly, upon verification and completion of the request, the RTA/Company shall directly credit the securities to the claimant's demat account within 30 days of receipt of the request, subject to removal of any objections, if applicable.

11. QUALITY:

Your Company has implemented an International Quality Management System in accordance with the requirements of IATF 16949:2016. It has also established and continues to maintain an Environmental Management System aligned with ISO 14001:2015 standards, with periodic audits conducted by the American Systems Registrar (USA). In addition, regular internal assessments are undertaken by senior plant teams and certified internal auditors to ensure sustained compliance and continuous improvement. All the Company's plants have successfully completed the Environmental, Health, and Safety (EHS) certification cycle under ISO 14001 and ISO 45001 without any major non-conformities.

Further, Plant J-1 of the Company has successfully achieved ISO/IEC 27001:2022 certification. This milestone underscores the Company's strong commitment to information security, risk management, and continuous process improvement. The ISO 27001 certification demonstrates that the Company's Information Security Management System (ISMS) adheres to internationally recognized standards and reinforces the confidence of its customers.

12. RESEARCH & DEVELOPMENT:

Your Company continues to drive continuous improvement, operational excellence, and technology-led transformation across manufacturing. While no major formal R&D investments were made during the year, a structured focus on process innovation, digitization, and sustainability was maintained. Initiatives centered on improving efficiency, performance, supported by VA-VE projects, digital monitoring tools, and ESG-focused advancements across plants.

Key initiatives during the year include:

• Implementation of digital monitoring systems for real-time tracking of operations and safety parameters (USA/USC platforms).

• Deployment of advanced safety technologies such as Machine Control Safety and Behaviour-Based Safety frameworks.

Execution of LEAP and VA-VE projects aimed at resource optimization, emission reduction, and cost efficiency.

• Adoption of 3R-based waste management practices (Reduce, Reuse, Recycle).

• Introduction of process automation and enhanced material handling systems to improve productivity and safety.

• Initiatives focused on water conservation and the implementation of water reuse systems across plants.

The Company will continue to prioritize digitalization, operational excellence, and sustainable technologies to strengthen its competitive position.

The Company had filed two patent applications with the Controller General of Patents, Designs and Trademarks. One Patent has been received and the application for the second Patent is currently under examination.

13. HUMAN RESOURCES:

FY 2025 26 was a year of consolidation and focused execution for HR at JBML. While maintaining our people-first agenda, we strengthened leadership depth, governance, capability-building, and stable industrial relations, sharpening key levers to support business priorities and long-term growth. Our efforts remained aligned with JBML's vision, building a future-ready workforce, stronger succession, and a culture grounded in shared values and responsible practices.

Compensation & Benefits Restructuring in Line with New Labour Codes:

Following the November 21, 2025 notification on the new Labour Codes, we reviewed our compensation and benefits framework to ensure readiness and compliance. The exercise covered key statutory components — PF, ESI, Gratuity, and leave-assessing both policy and cost implications. Based on the findings, we restructured compensation and wage definitions while minimizing impact on employees and the organization. This strengthened governance, enhanced transparency in remuneration practices, and positioned JBML for seamless compliance with the new regulatory requirements.

Reinforcing Governance and Driving Continuous Improvement through PCMM@JBM:

Your Company's commitment to operational excellence extends to its HR practices. This year, governance assessment continued under the 10-dimension People Capability Maturity Model, reinforcing consistency and discipline. Assessment quality and internal capability were strengthened by enhancing the assessor pool through structured enablement, including refresher and knowledge-sharing sessions under the PCMM@JBM Assessors Training Program.

Learning and Development for Business Growth:

The JBM L&OD framework continued to deliver high-impact training programs across the organization. This year, our focus areas included Management Development Programs designed to enhance managerial effectiveness and foster organizational agility.

Building a Pipeline of Skilled Talent through Strategic Partnerships:

The JBM Skill Development Centre initiative flourished through strategic collaborations with leading Educational Institutions and

Government Bodies. We formalized MOUs for inducting and promoting Apprentices, On-the-Job Trainees (OJTs), Interns, and Dual System Training participants.

Ensuring Harmonious Industrial Relations and Workforce Stability:

In our blue-collar manpower strategy, we maintained harmonious industrial relations and operational continuity through proactive engagement, structured contractor governance, and consistent policy implementation across plants. This approach ensured workforce stability, sustained productivity, and fostered a fair, trust-based workplace through open communication and timely resolution. Our commitment to employee relations was recognized with the Learning Culture Transformation Award 2025 and HR Leader of the Year 2025 at the Financial Express Leadership, Learning & Culture Awards.

Strengthening Capability Architecture through Growth Engines and Behavioural Competencies:

During FY 2025–26, we strengthened capability building through 'Growth Engines' - a structured learning architecture that combines group-wide programs (JBM Culture, Essentials, Process Improvement, Group Corporate Functions, and Behavioural Competencies) with business-specific learning journeys across key functions.

14. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Directors

The Composition of Board of Directors is in conformity with the applicable provisions of the Companies Act, 2013 and the SEBI LODR. During the Financial Year under review and till the date of this report, the following changes took place in the composition of the Board of Directors of your Company: a) Mr. Rajiv Gandhi (DIN: 07231734), Nominee Director representing Maruti Suzuki India Limited (MSIL), a joint venture partner of the Company, resigned from the Board with effect from the close of business hours on February 05, 2026, in order to facilitate MSIL in appointing a new Nominee Director in his place. No other material reason for his resignation was stated.

The Board places on record its sincere appreciation for Mr. Rajiv Gandhi's invaluable guidance, contributions, and mentorship to the Board and the Company during his distinguished tenure of over 10.5 years (July 13, 2015 to February 05, 2026) as Nominee Director.

b) Mr. Sunil Kumar Kakkar (DIN: 08041054), Whole-time Director of Maruti Suzuki India Limited (MSIL) and nominee of MSIL on the Board, was appointed as an Additional (Nominee) Director in the category of Non-Executive, Non-Independent Director of the Company, not liable to retire by rotation, with effect from February 06, 2026. The approval of the shareholders was subsequently obtained through a Postal Ballot on March 14, 2026, thereby regularizing his appointment as Nominee Director of the Company.

In accordance with the Articles of Association of the Company and Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification toalignwiththecodes of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Anand Swaroop (DIN: 00004816) will retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers himself for re-appointment.

The Board is of the opinion that Mr. Anand Swaroop possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. Hence, Board of Directors at the recommendation of the Nomination and Remuneration Committee of the Company, recommends the re-appointment of Mr. Anand Swaroop at the ensuing Annual General Meeting of the Company. The Brief resume and other requisite details of Director proposed to be appointed/reappointed as a Director has been provided in Notice of the ensuing Annual General Meeting.

During the period under review, none of the Directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any other competent authority.

Key Managerial Personnel:

As on March 31, 2026, Mr. Anand Swaroop, Executive Director and Chief Financial Officer and Ms. Shubha Singh, Company Secretary were the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

15. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors, to the best of their knowledge and belief and based on recommendation and compliance certificate received from the operating management and after enquiry, confirm that:

(a) In the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act, 2013 have been followed and there are no material departures from the same; (b) Such accounting policies have been selected and applied consistently and judgements and estimates are made which were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit or loss of the Company for the Financial Year ended on that date;

(c) Proper and sufficientcare has been taken for the maintenance of of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The financial statements for the Financial Year ended March 31, 2026 have been prepared on a 'going concern' basis;

(e) Proper internal financial controls were in place and that such internal financial controls were adequate effectively; and

(f) The systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

16. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During FY 2025-26, the Board of Directors met four times on May 22, 2025; August 01, 2025; November 06, 2025; and February 06, 2026. Detailed information on Board Meetings and Directors' attendance is provided in the Corporate Governance Report forming part of this Annual Report.

The interval between any two meetings did not exceed 120 days, in compliance with Section 173 of the Companies Act, 2013. The 38th AGM was held on September 03, 2025 through VC/OAVM, in accordance with the applicable relaxations issued by the Ministry of Corporate Affairs and SEBI.

During FY 2025-26, apart from Annual General Meeting, One(1) Postal Ballot dated March 14, 2026 was also conducted and approval of members had been sought for various matters. The details on the same are given in the Report on Corporate Governance, which forms a part of this Report.

17. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority and their terms of reference. 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; and • Risk Management and Sustainability Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms a part of this Report. Further, during the Financial Year under review, all recommendations made by the various committees have been accepted by the Board of Directors.

18. DEPOSITS:

During the Financial Year under review, the Company has neither accepted nor renewed any Deposit that falls within purview of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

19. CORPORATE GOVERNANCE:

A Report on Corporate Governance for the Financial Year ended March 31, 2026 along with a certificate Mathur (FCS 1743), Practicing Company Secretary, regarding compliance of the conditions of Corporate Governance under the SEBI LODR forms part of this Annual Report as Annexure-B .

20. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of SEBI LODR, the top 1,000 Companies by market capitalization as of March 31 each year are required to prepare a BRSR for that financial year. However, for FY 2025 26, this requirement is not applicable to the Company. Nevertheless, as a good corporate governance practice and to maintain continuity in disclosures, the Company has voluntarily presented the BRSR as it provides a framework to disclose a company's environmental, social, and governance (ESG) impact, promoting transparency, accountability, and standardized reporting of sustainability practices, risks, and opportunities.

The Company's detailed BRSR, outlining ESG initiatives, is included as Annexure-C of the Annual Report and is available on the website: https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/annual-reports

21. ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134 (3) of the Act, the Annual Return for Financial Year 2025-26 is available on the Company's website at www.jbmgroup.com

22. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and Whistle Blower Policy in line with Section 177(10) of the Companies Act, 2013 and Regulation 22 of SEBI LODR, enabling Directors, employees, and others to report unethical behavior, fraud, or violations of the Code of Conduct. The mechanism ensures safeguards against victimization, with oversight by the Audit Committee and provision for direct access to its Chairperson in exceptional cases.

During FY 2025–26, one complaint was received involving tampering of weighbridge readings at JBML-3, Manesar. The individual was caught, handed over to police, and a complaint was lodged. Prompt action was taken, and money was recovered. Further, no complaints were pending as of March 31, 2026. No person was denied access to the Audit Committee.

The Whistle Blower Policy is available on the Company's website: https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies/

23. PERFORMANCE EVALUATION OF INDIVIDUAL DIRECTORS, COMMITTEES AND BOARD AS A WHOLE:

Pursuant to Section 134(3) of the Companies Act, 2013, Regulation 17(10) of SEBI LODR, and SEBI's Guidance Note (January 05, 2017), the Board conducted its annual performance evaluation of Directors, Committees, and the Board as a whole. Criteria included composition, attendance, participation, expertise, and effectiveness in decision-making.

Individual Directors were assessed on engagement, contribution, independence of judgment, and safeguarding the Company's interests, with overall satisfaction expressed on the process. Committees were evaluated on agenda quality, timely information flow, effectiveness of deliberations, and stakeholder engagement.

Independent Directors evaluated the Chairman, Non-Independent Directors, and the Board, while the Board assessed Committees and individual Directors (excluding the concerned Director). Key outcomes were consolidated and presented to the Nomination and Remuneration Committee and the Board.

24. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25 of the SEBI LODR, the Board has adopted a Familiarization Programme to enhance Directors' understanding of the Company, with regular updates on business, industry, and regulatory developments. New Directors are suitably inducted, and Independent Directors receive periodic updates at Board/Committee meetings. Details of the programme are available on the Company's thereon fromMs.Sunita website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/familiarization-program-for-independent-directors/

25. NOMINATION & REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL (KMP) AND OTHER EMPLOYEES:

Pursuant to Section 178(1) of the Companies Act, 2013 and Regulation 19(4) read with Part D of Schedule II of the SEBI LODR, the Company has formulated a Nomination and Remuneration Policy for Directors, KMPs, and employees, including criteria for qualifications, attributes, and independence. The salient features are disclosed in the Corporate Governance Report, and the detailed policy is available on the Company's website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies/

26. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI LODR, the Board has formulated a Dividend Distribution Policy, which is available on the Company's website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies

27. RISK MANAGEMENT:

The Company has established a robust risk management framework to identify, assess, and mitigate risks impacting its objectives.

A Risk Management and Sustainability Committee oversees the implementation and effectiveness of the framework and policy, supported by a Business Excellence function that manages risks using the 4T approach (Terminate, Treat, Transfer, Tolerate). The Audit

Committee provides additional oversight on financial risks, and key risks are addressed through internal audits and corrective actions.

Details of the Committee and the Risk Management Policy are available in the Corporate Governance Report and on the Company's website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies/

28. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary declarations from all Independent Directors confirming their independence in terms of the Companies Act, 2013 and SEBI LODR Regulations, including confirmation that no circumstances exist that may impair their duties. The Board has taken these declarations on record after due assessment and is of the opinion that the Independent Directors meet the prescribed criteria of independence and possess the requisite integrity, qualifications,experience, and expertise, in compliance with the Code for Independent Directors.

29. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All related party transactions during FY 2025–26 were in the ordinary course of business and on an arm's length basis. Such transactions are approved by the Audit Committee, with repetitive transactions covered under omnibus approval, and independently reviewed by EY for compliance with transfer pricing norms. Material transactions involving Promoters, Directors, or KMPs were duly approved by shareholders. Details are provided in Form AOC-2 ( Annexure-D ) and in the Notes to the Standalone Financial Statements as per IND AS-24. The Company's Related Party Transactions Policy is available on its website at the following link: https://www.jbmgroup.com/ investors/jay-bharat-maruti-ltd/policies/

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Particulars of Loans, guarantees and investments covered under Section 186 of the Act are provided in Notes to the Standalone Financial Statements.

31. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company is in compliance with all the Secretarial Standards issued by the Institute of Company Secretaries of India. The Company ensures that proper systems are in place for the compliance and such systems are adequate and operate effectively

32. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:

No material changes or commitments have occurred between the end of the financial year and the date of this Report that could affectthe financial positionof the

33. CORPORATE SOCIAL RESPONSIBILITY:

The Company is committed to community welfare and sustainable development, ethical practices, protection of human rights, environmental care, and enhancing the quality of life of all stakeholders. Through the Neel Foundation, the Company actively supports community development initiatives in collaboration with NGOs and social organizations, focusing on public welfare, animal welfare, and environmental sustainability.

JBML CSR initiatives:

Project: International Centre for Vedic Research & Training through Sarvdeshik Vishvaryam Trust, Panchkula for conservation of the ancient glorious scriptures, values and cultural heritage and their studies & research; Yagyashala; Liabrary; Meditation Centre; Gaushala; Panchkarma treatment (Natural healing cure); Gurukul; Old age home etc.

Project: Arya Samaj , for providing basic education facilities for poor and women empowerment including distribution of utensils, clothes and food, such as: i. Sahyog - Collection, sortment, packing and distribution of clothes, utensils, food etc. to needy and ii. Women Empowerment - employment generation Scheme, loan extension to needy women 66 iii. Shiksha Kranti - Setting up and operating various educational institutions across India, as Schools, Hostels, Balwadi andother awareness camps, workshops, skill centres & Gurukul. iv. Youth Awareness - a wide range of campaigns for health and awareness, environment protection, self-defense, yoga andmeditation, women health and hygiene.

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company as adopted by the Board and the initiatives undertaken by the Company on CSR activities during the financial year under review are set out in Annexure-E of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

34. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

The Company has a well-established internal control system to ensure reliable financial reporting, efficient operations, compliance with policies, and safeguarding of assets. These controls are regularly reviewed for adequacy and effectiveness. During FY 2025 26, the Internal Auditor, M/s Sahni Natrajan & Bahl, further strengthened the internal audit framework through their recommendations, enhancing the robustness of the Company's control systems.

Board Confirmation on Internal Financial Controls

Pursuant to the provisions of Section 134(5)(e) of the Companies Act, 2013, the Directors hereby confirm established internal financial controls to be followed by the Company, and that such controls are adequate and For the financial year ended March 31, 2026, the Management has conducted a comprehensive assessment of the internal control system and is of the opinion that it is robust, sufficient, and effectively strategic objectives of the Company.

Structure of the Internal Audit Function

The Company's internal audit function is designed to provide independent, objective, and rigorous assurance on the effectiveness of its operational processes and compliance frameworks. For the financial Natrajan & Bahl, a reputed firm of Chartered Accountants. The Internal Auditors function with complete independence and report directly to the Audit Committee of the Board, thereby ensuring transparency, objectivity, and an unbiased evaluation of the Company's internal control environment.

Audit Plan Execution and Board Oversight

The Internal Audit function operates based on a structured, risk-based Annual Audit Plan, which is reviewed, validated, and approved by the Audit Committee at the commencement of each financial including statutory compliances, plant-level operational controls, procurement-to-pay cycles, and IT general controls.

The Audit Committee periodically reviews the internal audit reports, monitors the progress of the audit plan, and oversees the implementation status of audit recommendations. The Committee is satisfied audit function and acknowledges the prompt responsiveness of the management team in implementing corrective actions.

Proactive Governance and Continuous Improvement

With a proactive approach to risk management, unwavering adherence to compliance requirements, and a strong focus on continuous process improvement, the Company remains well-positioned to create and sustain long-term stakeholder value while upholding the highest standards of transparency and corporate governance.

Please refer Management Discussion and Analysis Report enclosed as Annexure-A for further information on Internal Financial Controls and their adequacy.

35. AUDITORS AND AUDITORS' REPORT:

(A) STATUTORY AUDITOR

M/s GSA & Associates LLP, Chartered Accountants (Firm Registration No. 00257N/N500339), were appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting, to hold office until the conclusion of the 40th Annual General Meeting, in accordance with applicable provisions of the Companies Act, 2013.

They have audited the financial statements of the Company for the Financial Year under review. The observations of the Statutory

Auditors in their Report, read in conjunction with the relevant Notes to Accounts, are self-explanatory and therefore do not call for any further explanation. The Auditors' Report does not contain any qualification, reservation or adverse remark.

(B) SECRETARIAL AUDITOR

Pursuant to the provisions of Regulation 24A of the SEBI (LODR) Regulations, the Board of Directors, at its meeting held on May 22, 2025, approved the appointment of Ms. Sunita Mathur (FCS 1743), a Peer Reviewed Company Secretary in Practice, as the Secretarial commencing AuditoroftheCompanyfor from the financial year termoffive 2025 26 through the financial year 2029–30. The approval of the shareholders was duly obtained at the 38th Annual General Meeting of the Company held on September 03, 2025.

In accordance with the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Ms. Sunita Mathur conducted the Secretarial Audit of the Company for the financial year 2025–26. The Secretarial Audit Report in Form MR-3 is annexed herewith as Annexure-F and forms an integral part of this Report.

The Report does not contain any qualifications, reservations, or adverse remarks.

(C) INTERNAL AUDITOR

M/s Sahni Natarajan and Bahl, Chartered Accountants have carried out the Internal Audit of the Company for the financial year 2025- 26.

Further, the Board of Directors in its meeting held on May 19, 2026 re-appointed M/s Sahni Natarajan and Bahl, Chartered Accountants as Internal Auditor for the Financial Year 2026-27. The Company also has an efficient in-house Internal Audit department at Corporate level.

(D) REPORTING OF FRAUDS BY THE AUDITOR

During the Financial Year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, which need to be disclosed in this Board'seport. R

36. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company continues to undertake focused initiatives to reduce energy consumption across its plants and offices. Manufacturing units are consistently encouraged to improve operational efficiency by natural resources. Additionally, the Company has initiated the adoption of renewable energy sources as part of its commitment to sustainable and environmentally responsible operations.

Robust systems and processes have been implemented for the effective monitoring, control, and management of energy consumption across all units. While the Company does not have direct export operations, the components supplied to its customers form part of vehicles that are exported to international markets.

A detailed disclosure on conservation of energy, technology absorption, and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013, is provided in Annexure-G to this Report.

37. TRANSFER OF DIVIDEND AND SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ('the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government, after the completion of seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend Account.

Accordingly, unpaid/unclaimed dividends for seven (7) consecutive years since 2017 18 amounting to 7,46,377.50 (net of TDS), along with unclaimed dividend for the financial year 2024 25 amounting to 5,45,421.52 (net of TDS), were transferred to the IEPF during the financial year 2025 26.

The consolidated details of all outstanding unclaimed/unpaid dividend accounts up to the 38th Annual General Meeting held on September 03, 2025, have been uploaded on the Company's website in accordance with the Companies Act, 2013 and the IEPF Rules. The unclaimed/unpaid dividend for FY 2018-19 is proposed to be transferred to the IEPF on or after October 13, 2026.

Transfer of Unclaimed Shares/ Unpaid Dividend

Pursuant to Section 124(6) of the Act read with applicable Rules, shares in respect of which dividends have remained unclaimed for seven consecutive years are required to be transferred to the IEPF Authority; accordingly, the Company transferred 1,30,300 equity shares to the IEPF. Shareholders are requested to update their PAN, KYC, nomination, address, contact, and bank details to claim unpaid dividends before transfer, and a separate notice, along with a newspaper advertisement, will be issued in due course.

38. PREVENTION OF INSIDER TRADING:

Pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has framed a Code of Practices and Procedures for Fair Disclosure of UPSI and a Code of Conduct to regulate, monitor, and report trading by Insiders, along with a Policy on Determination of Legitimate Purpose. Adequate internal controls and processes have been implemented to ensure compliance with these regulations and prevent insider trading. The said Codes are available on the Company's website at the following link: https:// www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies/

39. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company maintains a zero-tolerance approach towards sexual harassment and has adopted a policy in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, covering all women associated with the

Company. An Internal Complaints Committee is duly constituted, and no complaints were received during the financialyear under review.

production processes while minimizing the use of

40. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961 and remains committed to fostering an inclusive and supportive work environment that safeguards the rights and welfare of its women employees.

41. CODE OF CONDUCT:

Pursuant to Regulation 17(5) of the SEBI LODR, the Board has adopted a Code of Conduct for Directors and Senior Management, guiding ethical business practices and legal compliance, including duties of Independent Directors. The Code is available on the Company's website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/codes/

In terms of Regulation 26(3), all Board Members and Senior Management have affirmed compliance with the Code for FY 2025 26, and a declaration to this effect forms part of the Corporate Governance Report.

42. AWARDS & ACCOLADES:

Your Company has been continuously recognized its customers and various esteemed forums:

• Maruti Suzuki India Limited (MSIL) launched the Supplier Corporate Governance (SCG) Framework as a forward-looking initiative aimed at embedding robust governance practices across its supplier ecosystem. The framework was launched during Compliance Month FY 2024–25, formally introduced at MSVC 2025, and subsequently extended to the wider supplier fraternity at MSVM 2025. Your Company played a proactive and leadership role as a member of the Working Committee constituted for this initiative, contributing meaningfully to its development. Your Company's KMP attended Compliance Month 2025, where progress, key outcomes, and the future roadmap of the framework were shared, alongside a Sustainability Dialogue emphasizing the importance of strong governance and responsible conduct in achieving sustainable business growth.

• ESG Leader Summit 2025: JBML has been honored with ESG award for Health and Safety outcomes under Social Human Capital Development category at the 3rd edition of ESG Leadership Summit 2025 organised by Dun & Bradstreet.

• CII National Low-Cost Automation Circle Competition 2025: J3-MSR plant won Gold at the 11th edition of the competition, held on October 29, 2025.

43. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required in terms of the provisions of Section 197(12) of the Act read with rules 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are required to be provided in Annual Report.

However, in terms of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and the aforesaid information is available for inspection on all working days during business hours at the Registered Office of the Company. Further, any member interested in obtaining such information may write to the

Company Secretary at jbml.investor@jbmgroup.com

44. PERSONNEL:

Your Directors place on record their appreciation for the significant contribution made by all Employees, who dedication, hard work, co-operation and support have enabled the Company to achieve new milestones on a continual basis.

45. GREEN INITIATIVES:

In compliance with MCA's Circular No. 14/2020 dated April 8, 2020, Circular No. 20/2020 dated May 05, 2020 and subsequent Circulars issued in this regard read with Circular No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs and SEBI

Circular dated May 12, 2020 and subsequent Circulars issued in this regard read with SEBI Circular dated October 03, 2024, Notice of the AGM along with the Annual Report 2025-26 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2025-26 are also available on the Company's website at www.jbmgroup.com and on the websites of Stock Exchanges i.e. BSE Limited, and National Stock Exchangeof India Limited at www.bseindia.com and www.nseindia.com respectively.

46. GENERAL:

Your Directors state that no disclosure or reporting is required to be made in respect of following matters as no such transactions/ events took place during the period under review:

The Company had not issued equity shares with differential rights as to dividend, voting or otherwise.

• The Company had not issued shares (including sweat equity shares) to its employees under any scheme.

• The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trust for the benefit of employees.

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and

Company's operations in future.

• As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2025-26.

• The Company has not entered into any one-time settlement with any of the Banks/ Financial Institutions and therefore, the relevant disclosure is not applicable to the Company.

The maintenance of Cost records has not been specified by the Central Government under subsection (1) of section 148 of the

Companies Act, 2013 for the business activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not applicable on the Company.

The shareholders had, at the 38th AGM held on September 03, 2025, approved raising of funds up to 750 crore through the issuance of securities. As no funds were raised during the validity of the approval, the authorization has lapsed. Accordingly, fresh shareholders' approval is proposed to be sought at the ensuing AGM.

48. ACKNOWLEDGEMENT:

Your Directors acknowledge with appreciation the continued support and cooperation received from Maruti Suzuki India Limited, Suzuki Motor Corporation, Japan, Suzuki Motor Gujarat Private Limited, and other TA partners. They also express sincere gratitude to banks, government authorities, vendors, members, and employees for their valuable support and committed services during the year under review.