2. FINANCIAL PERFORMANCE
On Standalone Basis

Your Company’s revenue from operations on standalone
basis for FY 2025-26 was ' 5401.82 Crores that is a
significant achievement against ' 4,777.54 Crores in
the previous financial year, which was increased by
13.07%.

Further, EBITDA of the Company was ' 488.76 Crores in
FY 2025-26 as against ' 457.93 Crores in the previous
financial year, which increased by 6.72%.

On Consolidated Basis

In compliance with the applicable provisions of the
Companies Act, 2013 and SEBI (Listing Obligations
& Disclosure Requirements) Regulations, 2015

including the Indian Accounting Standard IND AS 110
on Consolidated Financial Statements, this Annual
Report also includes summary of results of Audited
Consolidated Financial Statements of the Company for
FY 2025-26 and comparative figures for the previous
financial year 2024-25.

The Company’s consolidated revenue from operations
was ' 6088.37 Crores in FY 2025-26 as against
' 5,472.33 Crores in the previous financial year, thereby
increase by 11.25%.

Consolidated EBITDA of the Company was ' 843.83
Crores in FY 2025-26 as against ' 730.39 Crores in the
previous financial year, thereby increase of 15.53%.

For detail, please refer to the financial paragraph of the
Management Discussion & Analysis Report.

In FY 2025-26, your Company continued its growth
momentum by scaling its revenue from operations.
Your Company has also established the process for
competitive costing which has resulted into cost
reduction which will help in increasing its market share
in all products.

3. DIVIDEND AND APPROPRIATION(A) Dividend

The Board of Directors ("The Board") at its meeting held
on 11^th May, 2026 has recommended a final dividend
of ' 0.85 (i.e. 85%) per equity share on fully paid-up
equity shares of ' 1/- each on equity share capital for
the financial year ended on 31^st March, 2026.

The payment of dividend is subject to the approval
of the members at the ensuing 30^th Annual General
Meeting (AGM) of the Company and will be paid to
those members whose names will be appearing in the
register of members/ beneficial owners as on record
date i.e. 9^th September, 2026.

Pursuant to the Finance Act, 2026, dividend income is
taxable in the hands of the Members 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.

(B) Dividend Distribution Policy

Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") requires top one thousand listed
companies to formulate a dividend distribution policy.
Accordingly, as per the provisions of Regulation 43A
of Listing Regulations, the Company had adopted
Dividend Distribution Policy which aims to maintain a
balance between profit retention and a fair, sustainable
and consistent distribution of profits among its
Members. The said Policy is available on the website
of the Company at https://www.jbmbuses.com/jbm-
auto-ltd/policies/.

(C) Transfer to Reserves

No amount has been transferred to the General Reserve
for the financial year ended 31^st March, 2026.

4. BUSINESS PERFORMANCE

Please refer to the Management Discussion & Analysis
section of the Annual Report.

5. CHANGE IN THE NATURE OF BUSINESS

The Company did not undergo any change in the
nature of its business during the financial year ended
31^st March, 2026.

6. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of
Company Secretaries of India and that such systems
are adequate and operating effectively.

7. MATERIAL CHANGES AFFECTING THE COMPANY

Subsequent to the close of the financial year, JBM Ecolife
Mobility Private Limited, a subsidiary/joint venture of the
Company, has secured a strategic investment of ' 750
crore from Motilal Oswal Alternates (MO Alternates),
the alternative investment arm of the Motilal Oswal

Group. This investment is directed towards scaling
the deployment of electric buses across India, with a
planned rollout of approximately 2,000 energy-efficient
e-buses. The aforesaid development represents a
significant commitment that is expected to positively
impact the financial position and growth trajectory of
the Company and its subsidiary in the coming years

8. INVESTOR EDUCATION AND PROTECTION FUND

As per the applicable provisions of the Companies Act,
2013 read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016
("IEPF Rules"), all unclaimed dividends are required
to be transferred by the Company to the IEPF, after
completion of 7 (seven) years. Further, according to
IEPF Rules, the shares on which dividend has not been
claimed by the shareholders for 7 (seven) consecutive
years or more shall be transferred to the demat
account of the IEPF Authority. The details relating
to amount of unclaimed dividend transferred to the
IEPF and corresponding shares on which dividends
were unclaimed for seven (7) consecutive years are
available on the website of the Company at https://
www.jbmbuses.com/jbm-auto-ltd/ipef-details-and-
unclaimed-dividends/. Further, in compliance with IEPF
Rules, the Company publishes notices in newspapers
and sends specific letters to all shareholders whose
shares are due to be transferred to IEPF, to enable them
to claim their rightful dues.

The shareholders whose shares/dividends have been
transferred to IEPF can claim the same from IEPF in
accordance with the prescribed procedure and on
submission of such documents as prescribed under
the IEPF Rules. The process for claiming the unpaid
shares/dividends out of IEPF can be accessed on the
IEPF website at www.iepf.gov.in and on the website
of the Company at https://www.ibmbuses.com/ibm-
auto-ltd/ipef-details-and-unclaimed-dividends/.

Mr. Sanjeev Kumar, Company Secretary and
Compliance Officer of the Company, is designated as
the Nodal Officer under the provisions of IEPF. The
contact details can be accessed on the website of the
Company at https://jbmbuses.com/jbm-auto-ltd/.

9. HUMAN RESOURCES

Please refer to the paragraphs on Human Resources
and Industrial Relations in the Management Discussion
& Analysis section for detailed analysis.

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 to align with the
codes while minimizing impact on employees and the
organization. This strengthened governance, enhanced
transparency in remuneration practices, and positioned
the Company for seamless compliance with the new
regulatory requirements.

10. SHARE CAPITAL AND LISTING OF SHARES

As on 31^st March, 2026, the authorized share capital
of the Company is ' 1,36,00,00,000 divided into
1,26,00,00,000 Equity Share of ' 1/- each (Rupees One
only) and 1,00,00,000 Preference Shares of ' 10/-each.
The issued, subscribed & paid-up equity share capital
of the Company is ' 23,64,94,264.

The Company’s equity shares are listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited
(BSE). The equity shares are actively traded on NSE and
BSE and have not been suspended from trading.

There was no capital raised by the company during the
period under review.

11. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

As on 31^st March, 2026, your Company had following
Subsidiaries/Step down Subsidiaries and Joint Venture:

a. Subsidiary Companies : JBM Electric Vehicles
Private Limited, INDO Toolings Private Limited,
JBM EV Ventures Private Limited, JBM EV
Technologies Private Limited, VT Emobility Private
Limited and Ecolife Green One Mobility Private
Limited

b. Step down Foreign Subsidiaries of JBM Electric
Vehicles Private Limited : JBM Electric Vehicles
International PTE Ltd, JBM Electric Vehicles
Trading Middle East LLC and JBM Electric Vehicles
Europe B.V.

c. Joint Venture Companies : JBM Ecolife Mobility
Private Limited, JBM Ogihara Die Tech Private
Limited and JBM Ogihara Automotive India
Limited.

d. JBM Ecolife Mobility Private Limited has 10 (Ten)
Wholly Owned Subsidiary Companies : JBM
Ecolife Mobility Haryana Private Limited, JBM
Ecolife Mobility Surat Private Limited, JBM Eco
Tech Private Limited, KA Ecolife Mobility Private
Limited, Ecolife Mobility EV Private Limited
(Formerly Ecolife Mobility Bhubaneswar Private
Limited), TL Ecolife Mobility Private Limited, Ecolife
Indraprastha Mobility Private Limited, Ecolife GT
Mobility Private Limited, Ecolife Mobility Vehicles
Private Limited (Formerly Ecolife Mobility Mumbai

Private Limited) Ecolife Mobility Odisha Private
Limited and MH Ecolife Emobility Private Limited
(Transferred on 14^th October, 2025 from JBM Auto
Limited to JBM Ecolife Mobility.)

(Note:- Greenpath Mobility Ventures Private
Limited(date of incorporation 15^th July 2026)
and Nextgen Green Mobility Private Ltd (date
of incorporation 24^th June, 2026) have been
incorporated as Subsidiary of JBM Ecolife Mobility
Private Limited.

e. Joint Venture of JBM Electric Vehicles Private
Limited : JBM EV Industries Private Limited and
JBM Green Energy Systems Private Limited.

I n accordance with Section 129(3) of the Companies
Act, 2013, the Company has prepared consolidated
financial statements consisting financials of all its
subsidiary companies and joint venture companies.

During FY 2025-26, your Company has incorporated a
step down Foreign Subsidiary of JBM Electric Vehicles
Private Limited wholly owned subsidiary Company i.e.
JBM Electric Vehicles Europe B.V. on 22^nd July, 2025.

A statement containing the salient features of financial
statements of subsidiaries/ joint venture(s) of the
Company in the prescribed Form AOC-1 forms a part of
Consolidated Financial Statements in compliance with
Section 129(3) and other applicable provisions, if any, of
the Act read with Rule 5 of the Companies (Accounts)
Rules, 2014, as amended.

Form AOC-1 also highlights the performance and
financial position of each of the subsidiaries/ joint
venture(s) companies included in the Consolidated
Financial Statements of the Company pursuant to
Rule 8(1) of the Companies (Accounts) Rules, 2014,
as amended and their contribution to the overall
performance of the Company.

In accordance with Section 136 of the Act, the financial
statements of the Company and its subsidiary
companies are available for inspection by the members
at the Registered Office of the Company during working
hours upto the date of the AGM. Further the audited
financial statements, including the consolidated
financial statements and related information of the
Company and audited financial statements of its
subsidiaries, are available on our website, at https://
www.jbmbuses.com/jbm- auto-ltd/.

The Company has formulated a policy for determining
material subsidiaries in line with Listing Regulations.
The policy aims to determine the Material Subsidiaries
and Material Unlisted Indian Subsidiaries of the
Company and to provide the governance framework
for such subsidiaries. The policy may be accessed on
the website of the Company at https://jbmbuses.com/

jbm-auto-ltd/policies/.

In terms of Regulation 16(1 )(c) of the SEBI (LODR)
Regulations, 2015, JBM Electric Vehicles Private
Limited, JBM Green Energy Systems Private Limited
and JBM Ogihara Automotive India Limited are the
Material Subsidiaries of the Company during the
financial year 2025-26.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Directors

The composition of the Company’s Board of Directors
remained constant during the period under review.

Pursuant to Sections 152 and other applicable
provisions of the Companies Act, 2013, one-third of
Directors as are liable to retire by rotation, shall retire
by rotation every year and, if eligible, offer themselves
for re-appointment at every Annual General Meeting
(AGM). Mr. Nishant Arya (DIN: 00004954) shall retire
by rotation as director at the ensuing AGM. Being
eligible, he has offered himself for re-appointment. A
brief profile and other requisite details of Mr. Nishant
Arya (DIN: 00004954) shall form part of the Notice
convening the ensuing AGM.

The tenure of Mr. Nishant Arya as Managing Director
is due to expire on 17^th May, 2027, and therefore, his
reappointment for a further period of three years with
effect from 18^th May, 2027 is also being proposed
before the members at 30^th AGM.

Pursuant to the provisions of Section 149 of the Act,
the independent directors have submitted declarations
that each of them continue to meet the criteria
of independence as provided in Section 149(6) of
the Act along with Rules framed thereunder and
Regulation 16(1 )(b) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("Listing Regulations") and they are not aware of any
circumstance or situation, which exists or may be
reasonably anticipated, that could impair or impact
their ability to discharge their duties with an objective
independent judgement and without any external
influence.

The Independent Directors have also confirmed that
they continue to comply with the Code for Independent
Directors as prescribed under Schedule IV of the
Companies Act, 2013. The Board is of the opinion that
the Independent Directors of the Company possess
requisite qualifications, experience and expertise and
they hold highest standards of integrity.

In terms of Section 150 of the Act read with Rule 6(1) and
6(2) of the Companies (Appointment and Qualification
of Directors) Rules, 2014, the Independent Directors of

the Company have confirmed that they have registered
themselves with the databank maintained by the Indian
Institute of Corporate Affairs.

During the FY 2025-26, the non-executive directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees
and reimbursement of expenses incurred by them
for the purpose of attending meetings of the Board/
Committees of the Company. None of the Directors of
the Company are disqualified under Section 164(2) of
the Act and rules made there under.

Key Managerial Personnel

As per the requirement under the provisions of Section
2(51) and Section 203 of the Companies Act, 2013
read with rules made thereunder, following persons
are designated as Key Managerial Personnel’s of the
Company during FY 2025-26:

There were no changes in the Key Managerial Personnel
of the Company during the year under review.

A comprehensive update on particulars of the directors,
Key Managerial Personnel of the Company along with
the directorships held in other Companies, their skills
and expertise have been explicated in the Corporate
Governance report forming part of this Annual Report.

13. COMPLIANCES UNDER THE COMPANIES ACT,
201 3(i) Meetings of the Board

During FY 2025-26, 4 (Four) Board Meetings were
held. For details thereof, kindly refer to the Corporate
Governance Report forming part of this Annual Report.

(ii) Committees of the Board

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

A. Statutory Committees:

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholders’ Relationship Committee

• Risk Management & Sustainability Committee

B. Non-Statutory Committees

• Finance Committee

• Corporate Restructuring Committee

Details of composition, terms of reference and number
of meetings held in FY 2025-26 for the aforementioned
committees are given in the Report on Corporate
Governance, which forms a part of this Report. Further,
during the year under review, all recommendations
made by the various committees have been considered
and accepted by the Board.

(iii) Annual General Meeting

During FY 2025-26, 29^th Annual General Meeting of the
Company was held on Wednesday, 03^rd September,
2025, through video conferencing/ other audio visual
means (VC/ OAVM).

(iv) Extraordinary General Meeting

No extraordinary general meeting of the members was
held during FY 2025-26.

(v) Postal ballot

Postal Ballot through e-voting were conducted. Copies
of the postal ballot notice can be accessed at our
website at https:// www.jbmbuses.com/ibm-auto-ltd/
postal-ballot- notice-to-shareholders/.

(vi) Company's Policy on Appointment and Remuneration
of Directors

The criteria of appointment/re-appointment and
remuneration in respect of directors, key managerial
personnel’s and other employees on the basis
of qualifications, positive attributes, skills and
independence has been approved by the Nomination
& Remuneration Committee as a part of Company’s
Nomination & Remuneration Policy. The Board is well
diversified and have balance of skills, experience and
diversity of perspectives appropriate to the Company.

The Company’s policy relating to nomination &
remuneration of directors, key managerial personnel’s
and other employees can be accessed at our website
at https://www.jbmbuses.com/jbm-auto-ltd/policies/.

(vii) Directors' Responsibility Statement

Pursuant to Section 134(5) of the Act, the Board of
Directors, to the best of its knowledge and ability,
confirm that they:

i. have followed in the preparation of Annual
Accounts for FY 2025-26, the applicable
accounting standards along with proper
explanation relating to material departures;

ii. have selected such accounting policies and
applied them consistently and made judgments

and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at 31^st March, 2026 and of the
profit of the Company for the financial year ended
on that date;

iii. 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 the
Company and for preventing and detecting fraud
and other irregularities;

iv. have prepared the annual accounts on a 'going
concern’ basis;

v. have laid down internal financial controls to be
followed by the Company and that such internal
financial controls were adequate and were
operating effectively; and

vi. have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such system are adequate and operating
effectively.

(viii) Adequacy of Internal Financial Controls

Based on the framework of internal financial controls
and compliance systems established and maintained
by the Company, the work performed by the internal,
cost, statutory, and secretarial auditors and external
consultants, including the audit of internal financial
controls over financial reporting by the statutory
auditors and the reviews performed by management
and the relevant board committees, including the
audit committee, the Board is of the opinion that the
Company’s internal financial controls were adequate
and effective commensurate with its size and nature of
business of the Company during FY 2025-26.

(ix) Related Party Transactions

Your Company has in place Policy on Materiality of
Related Party Transactions and Policy on dealing
with Related Party Transactions, ("RPT Policy")
formulated in line with the provisions of the Act and
Listing Regulations. During the FY 2025-26, the
Company revised its RPT Policy, in accordance with the
amendments to applicable provisions of law/ Listing
Regulations. The Policies can be accessed at our
website at https://www.jbmbuses.com/jbm-auto-ltd/
policies/.

During FY 2025-26, all the contracts/ arrangements/
transactions etc. entered into by the Company with
related parties were in ordinary course of business
and on arm’s length basis as per the RPT Policy of the
Company and in compliances with the provisions of the
Companies Act, 2013 and Listing Regulations.

Omnibus approval from the Audit Committee was
obtained for all transactions with related parties and
all such transactions were being reviewed by the
Audit Committee every quarter. The Audit Committee
takes into consideration various parameters whilst
scrutinizing and approving a related party transaction,
from the perspective of fulfilling the criteria of meeting
arms’ length pricing.

The details of the related party transactions as per
Indian Accounting Standards (IND AS) - 24 are set out
in Notes to the Standalone and Consolidated Financial
Statements of the Company.

As per the Regulation 23 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI
Listing Regulations), if any transaction with a related
party shall be considered material, if the transaction(s)
entered into/ to be entered into individually or taken
together with the previous transaction(s) during a
financial year, exceeds 10% of the annual consolidated
turnover of the Company as per the last audited financial
statements of the Company(where Consolidated
Turnover of Listed Company is upto ' 20,000 Crore as
per the last audited financial statements) and require
member’s approval. In this regard, during the year under
review, the Company had taken necessary member’s
approval for material related party transactions
under the provisions of SEBI Listing Regulations.
The Company did not enter into any contracts,
arrangements or transactions during FY 2025-26 that
fall under the scope of Section 188(1) of the Act. As
required under the Act, the prescribed Form AOC-2 i.e.
Details of contracts/ arrangements/ transactions with
related parties, as required to be disclosed in Form No.
AOC-2 pursuant to Section 134(3)(h) read with Section
188 of the Companies Act, 2013 and Rule 8(2) of the
Companies (Accounts) Rules, 2014, is attached as
ANNEXURE I. The Company in terms of Regulation
23 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 regularly submits
within the prescribed time from the date of publication
of its standalone and consolidated financial results for
the half year, disclosures of related party transactions
on a consolidated basis, in the format specified, to the
stock exchanges.

(x) Extract of Annual Return

I n terms of Section 92(3) and Section 134(3)(a) of the
Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, copy of
the Annual Return for the FY 2025-26 of the Company
is available on the website of the Company at https://
www.jbmbuses.com/jbm-auto-ltd/.

(xi) Auditors and Auditor's Report

(a) Statutory Auditors

In terms of Section 139 of the Companies Act,

2013 and rules made thereunder. M/s. R N

Marwah & Co. LLP Chartered Accountants (Firm
Registration No. 001211N/ N500019), were
appointed as Statutory Auditors of the Company
at the 26^th AGM held on 26^th September, 2022,
to hold office for a period of 5 (five) consecutive
years from the conclusion of 26^th AGM until the
conclusion of the 31^st AGM to be held in year 2027.

The Statutory Auditor has issued Audit Reports
on the Standalone and Consolidated Financial
Statements of the Company for the year ended
31^st March, 2026. The Auditor’s Reports are self¬
explanatory and does not contain any qualification,
reservation, adverse remarks or observation which
calls for any further explanation or comments
from the Board of Directors under Section 134(3)
(f) of the Companies Act, 2013.

(b) Secretarial Auditors

In terms of Section 204 of the Companies Act,
2013 and rules made thereunder, Mr. Dhananjay
Shukla (FCS 5886), Managing Partner (M/s.
Dhananjay Shukla & Associates), Company
Secretaries (CP No. 8271) was appointed as the
Secretarial Auditor of the Company at the 29^th
AGM of the Company for a period of three (3)
consecutive years, commencing on 1^st April, 2025,
until 31^st March, 2028.

Accordingly, the Secretarial Audit for Financial
Year ended 2025-2026 was carried out by Mr.
Dhananjay Shukla (FCS 5886), Managing Partner
(M/s. Dhananjay Shukla & Associates), Company
Secretaries (CP No. 8271). Further, there has been
no qualification, reservation, adverse remarks
or disclaimer made by the Secretarial Auditor in
their report for the financial year 2025-26. The
Secretarial Audit Report of the Secretarial Auditor
is attached as ANNEXURE II and Secretarial Audit
Report of Material Subsidiary/Joint Venture, in
terms of Regulation 24A of Listing Regulations is
attached as ANNEXURE IIA.

Pursuant to SEBI Circular No. CIR/ CFD/ CMD1/
27/ 2019 dated 8^th February, 2019, the Company
has obtained Annual Secretarial Compliance
Report from Mr. Dhananjay Shukla (FCS 5886),
Managing Partner (M/s. Dhananjay Shukla &
Associates), Company Secretaries (CP No. 8271)
for the financial year 2025-26 on compliance of
all applicable SEBI Regulations and circulars /
guidelines issued thereunder and the same has
already been submitted with the Stock Exchanges
within the prescribed due date. The Annual
Secretarial Compliance Report for the financial
year 2025-26 is attached as ANNEXURE III.

(c) Internal Auditors

In terms of the provisions of Section 138 read with
the Companies (Accounts) Rules 2014 and rules

made thereunder and on the recommendation
of the Audit Committee, the Board of Directors
of the Company in their meeting held on
30^th July, 2025 had appointed Mr. Amol Modak,
Chartered Accountant as Internal Auditor of
the Company to perform the internal audit for
financial year 2025-26. Further, there has been
no qualification, reservation, adverse remarks or
disclaimer made by the Internal Auditors in their
report for the financial year 2025-26.

Also, the Board of Directors of the Company in
their meeting held on 11^th May, 2026 re-appointed
Mr. Amol Modak, Chartered Accountant and an
independent external agency, as Internal Auditors
of the Company to perform the internal audit for
financial year 2026-27.

(d) Cost Auditors

The Company is required to maintain cost records
as specified by the Central Government as per
Section 148(1) of the Act and the rules made
thereunder and accordingly, the Company has
maintained such cost records. In terms of Section
148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014 and based on
the recommendations of the Audit Committee,
the Board of Directors in their meeting held on
6^th May, 2025 appointed M/s. Jitender, Navneet
& Co. (Firm Registration No. 000119), Practicing
Cost Accountants, to conduct the audit of cost
records of the Company for the financial year
2025-26. Further, there has been no qualification,
reservation, adverse remarks or disclaimer made
by the Cost Auditor(s) in their report for the
financial year 2025-26.

Also, the Board of Directors in their meeting held
on 11^th May, 2026 re-appointed M/s. Jitender,
Navneet & Co. (Firm Registration No. 000119),
Practicing Cost Accountants, to conduct the audit
of cost records as applicable and maintained by
the Company for the financial year 2026-27.

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

(xii) Corporate Social Responsibility

The brief outline of 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 year under review are set out in

ANNEXURE IV of this report in the format prescribed

in the Companies (Corporate Social Responsibility
Policy) Rules, 2014 as amended till date to be referred
as Annual Report on CSR Activities. For other details
regarding the CSR Committee, please refer to the
Corporate Governance Report, which forms part of this
Annual report.

CSR Policy

The CSR Policy including a brief overview of the
projects or programs undertaken can be accessed at
the Company’s website at https://jbmbuses.com/jbm-
auto-ltd/policies/.

CSR Committee

The CSR Committee comprises of Mr. Surendra Kumar
Arya as Chairman, Mr. Nishant Arya and Mr. Valipe
Ramgopal Rao, as other members of the Committee.
The Committee, inter-alia, reviews and monitors the
CSR activities of the Company.

For other details regarding the CSR Committee, please
refer to the Corporate Governance Report which forms
part of this Annual report.

(xiii) Conservation of Energy, Technology Absorption and
Foreign Exchange Earnings and Outgo

Information pursuant to conservation of energy,
technology absorption and foreign exchange earnings
and outgo, as required to be disclosed under the
Companies Act, 2013 is annexed as ANNEXURE V and
forms part of this report.

(xiv) Particulars of Loans, Guarantees and Investments

Particulars of loans, guarantees and investments under
Section 186 of the Companies Act, 2013 as at the end
of FY 2025-26 have been disclosed in relevant notes to
the standalone financial statements forming part of the
Annual Report.

14. PERFORMANCE EVALUATION

In accordance with the provisions of the Section
134(3) of the Companies Act, 2013, Regulation 17(10)
of Listing Regulations and the "Guidance Note on
Board Evaluation" issued by SEBI on 5^th January, 2017,
the Board has carried out the annual performance
evaluation of its own performance, Directors’
individually including the Chairperson as well as its
Committees. The evaluation criteria, inter-alia, covered
various aspects of the Board functioning including its
composition, attendance of Directors, participation
levels, bringing specialized knowledge for decision
making, smooth functioning of the Board and effective
decision making.

The performance of individual Directors’ was
evaluated on parameters such as level of engagement
and contribution, independence of judgment and

safeguarding the interest of the Company, etc. The
Independent Directors evaluated the Chairman, Non¬
Independent Directors, and the Board, while the
Board assessed Committees and individual Directors
(excluding the concerned Director). The Directors
expressed their satisfaction towards the evaluation
process.

15. REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND OTHER EMPLOYEES

The remuneration paid to the Directors, Key Managerial
Personnel and other employees are in accordance with
the Nomination & Remuneration Policy formulated in
accordance with Section 178 of the Act and Regulation
19 of Listing Regulations. The Policy sets out the
guiding principles for the compensation to be paid
to the Directors, Key Managerial Personnel and other
employees.

The Company’s policy relating to remuneration
of Directors, Key Managerial Personnel and other
employees can be accessed at our website at https://
www.jbmbuses.com/jbm-auto-ltd/policies/.

16. DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

None of the Auditors of the Company have reported
any instances of fraud to the Audit Committee or to
the Board of Directors under Section 143(12) of the
Companies Act, 2013, including rules made during the
period under review.

17. FAMILIARIZATION PROGRAMME FORINDEPENDENT DIRECTORS

Please refer to the Paragraph on Familiarisation
Programme in the Corporate Governance Report for
detailed analysis.

18. CORPORATE GOVERNANCE

Your Company has taken adequate steps to ensure
compliance with the provisions of Corporate
Governance as prescribed under Listing Regulations.
A separate section on Corporate Governance, forming
a part of this Annual Report and requisite certificate
from M/s. Dhananjay Shukla & Associates, Practicing
Company Secretary (unique code: P2025HR323300)
confirming compliance with conditions of Corporate
Governance is attached to the report on Corporate
Governance. The Certificate does not contain any
other qualification, reservation, or adverse remark as
mentioned in the report.

19. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

In terms of Listing Regulations, the Management
Discussion and Analysis Report is given separately and
forming part of this Annual report as ANNEXURE VI.

20. INSIDER TRADING POLICY

During the year under review, the Company reviewed
compliance with the provisions of Regulation 9A of
SEBI (Prohibition of Insider Trading) Regulations,
2015 with respect to "Institutional Mechanism for
Prevention of Insider trading" and found the systems
for internal control are adequate and are operating
effectively, in accordance with the amendments to the
applicable provisions of SEBI (Prohibition of Insider
Trading) Regulations, 2015. The Policy is available on
the website of the Company at https://jbmbuses.com/
jbm-auto-ltd/policies/.

21. RISK MANAGEMENT

Pursuant to Regulation 21 of Listing Regulations, the
Company has a Risk Management & Sustainability
Committee to ensure a robust risk management system
to identify risks and to take appropriate steps for their
mitigation. The Risk Management and Sustainability
Policy of the Company can be accessed at website
of the Company at https://www.jbmbuses.com/jbm-
auto-ltd/policies/. For more details, please refer to the
Corporate Governance Report.

22. INTERNAL CONTROLS SYSTEMS AND THEIR
ADEQUACY

The Company has established a robust and
comprehensive internal control system, carefully
designed to match the size and complexity of its
business operations. This system ensures the
safeguarding of assets, accurate financial reporting,
and effective operational processes, providing a
strong foundation for governance and transparency.
Management has implemented a range of robust
policies, procedures, and Enterprise Resource
Planning (ERP) systems to guide operations, maximize
automated control transactions, and minimize risk.
Unit heads are responsible for ensuring compliance
with these policies and procedures, while the Internal
Audit function conducts regular verifications to ensure
the effectiveness of controls. Additionally, the Audit
Committee approves the annual internal audit plan,
focusing on critical business risks, new initiatives, and
key process risks, to ensure the internal control system
remains adequate, effective, and aligned with the
Company’s evolving business needs.

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of
its constituents in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity and ethical behavior. The Company
has a vigil mechanism through its Whistle Blower
Policy approved and adopted by Board of Directors
of the Company in compliance with the provisions of
Section 177(10) of the Act and Regulation 22 of Listing
Regulations.

The mechanism covers any instances of financial
irregularities, breach of code of conduct, abuse of
authority, disclosure of financial/ price sensitive
information, unethical/ unfair actions concerning
Company’s vendors/ suppliers, mala-fide manipulation
of Company records, discrimination to the Code of
Conduct in an anonymous manner.

The Policy also provides protection to the employees
and business associates who report unethical practices
and irregularities. Any incidents that are reported are
investigated and suitable action is taken in line with the
Whistle Blower Policy.

During the financial year ended 31^st March, 2026, No
complaint was received by the Company under the vigil
mechanism. The Whistle Blower Policy of the Company
can be accessed at website of the Company at https://
www.ibmbuses.com/ibm-auto-ltd/policies/.

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

The Company has zero tolerance for sexual harassment
at workplace and has adopted a Policy on Prevention,
Prohibition and Redressal of Sexual Harassment in
line with the requirements of the Sexual Harassment
of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 ('POSH Act’) and the rules
framed thereunder. Internal Committees have been
set up to redress complaints received regarding sexual
harassment. To build awareness in this area, the
Company has been conducting induction / refresher
programmes in the organization on a continuous basis.

Further, during the year under review, the Company
did not receive any complaint of sexual harassment,
and no case remained pending for a period exceeding
ninety days and the Company has duly submitted
the requisite reports to the concerned authority in
confirmation thereof and the policy is available on
https://www.jbmbuses.com/jbm-auto-ltd/policies/.

25. MATERNITY BENEFIT PROVIDED BY THE COMPANY
UNDER MATERNITY BENEFIT ACT, 1961.

The Company is complying with all the legal
requirements of Maternity Benefit Act 1961 in true letter
and Spirit.

26. MEETINGS OF INDEPENDENT DIRECTORS

The Independent Directors of your Company met
on 25^th March, 2026 without the presence of the
Non- Independent Directors or any other Management
Personnel. The Meeting was conducted in an informal
and flexible manner to enable the Independent
Directors to discuss matters, inter-alia, pertaining to,
review of performance of Non-Independent Directors

and the Board as a whole, review the performance of
the Chairman of the Company (taking into account the
views of the Executive and Non-Executive Directors),
review the performance of the Company, assess the
quality, quantity and timeliness of flow of information
between the Company Management and the Board that
is necessary for the Board to effectively and reasonably
perform their duties.

27. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the year under review, 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.

28. PUBLIC DEPOSITS

During the year under review, the Company has not
accepted any public deposits within the meaning of
Chapter V of the Companies Act, 2013. Accordingly, as
on 31^st March 2026, no amount pertaining to principal
or interest on public deposits was outstanding.

29. EMPLOYEES STOCK OPTION PLANS/ SCHEMES

No Employee Stock Options were granted to the
Directors or Employees of the Company during the
financial year ended on 31^st March, 2026.

30. PARTICULARS OF EMPLOYEES

In terms of the provisions of 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, a statement showing
the names of the top ten employees in terms of
remuneration drawn and names and other particulars
of the employees drawing remuneration in excess of
the limits set out in the said rules, forms part of this
Report.

Disclosures relating to remuneration and other details
as required under Section 197(12) of the Act read
with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms part of this Report.

However, in accordance with the provisions of the
second proviso to Section 136(1) of the Act and as
advised, the Annual Report excluding the aforesaid
information is being sent to the members of the
Company. Any member interested in obtaining such
information may address their email to jbma.investor@
jbmgroup.com.

31. INDUSTRIAL RELATIONS

Your Company’s focus continues towards propagating
proactive and employee centric practices. The
transformational work culture initiative, which aims

to create an engaged workforce with an innovative,
productive and competitive shop-floor ecosystem,
continues to grow in strength. In order to develop
skills and foster togetherness at the workplace, your
Company rolled out multiple training and engagement
programs covering a wide range of topics, viz.
positive attitude, stress management, creativity, team
effectiveness, safety and environment, quality tools,
skill building programs, customer focus, and Code of
Conduct.

Significant emphasis was also laid towards raising
awareness on health and wellness of employees
through annual medical check-ups, health awareness
activities and online yoga sessions.

Proactive and employee-centric shop floor practices,
a focus on transparent communication of business
goals, an effective concern resolution mechanism,
and a firm belief that employees are the most valuable
assets of the Company, are the cornerstones of your
Company’s employee relations approach. The industrial
relations scenario continued to be positive across all
manufacturing locations.

32. AWARDS & RECOGNITIONS

During the year, the Company had received various
awards and recognitions, which have been described
at initial pages, forming part of this Annual Report.

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A detailed Business Responsibility and Sustainability
Report ('BRSR’) on initiatives taken from an
environmental, social and governance perspective, in
the prescribed format is forming part of this Annual
Report as ANNEXURE VII.

Further, as per SEBI Listing Requirements, your
Company had taken limited assurance of the BRSR Core
indicators from M/s. Vinay & Keshava LLP Chartered
Accountants Independent Assurance provider and the
same has been enclosed with BRSR Report.

34. OTHER STATUTORY DISCLOSURES DURING THE
PERIOD UNDER REVIEW

a. No equity shares were issued with differential
rights as to dividend, voting or otherwise.

b. No Sweat Equity shares were issued.

c. No employee stock options were issued.

d. No application has been made and/ or no
proceeding are pending during the financial year
2025-26 under Insolvency and Bankruptcy Code,
2016.

e. During the financial year 2025-26, the Company
has not entered in any one-time settlement
with any of the Banks/ Financial Institutions
and therefore, the relevant disclosures are not
applicable to the Company.

35. APPRECIATION

The Board of Directors would like to express their sincere
appreciation for assistance and co-operation received
from vendors and stakeholders, including financial
institutions, banks, Central and State Government
authorities, customers and other business associates,
who continued to extend their valuable support during
the year under review.

For and on behalf of the Board of Directors of

JBM Auto Ltd.Nishant Arya

Vice Chairman & Managing Director
DIN: 00004954

Dhiraj Mohan

Place: Gurugram Whole time Director

Date: 30^th July, 2026 DIN: 07224934