Overview

Your Company continued on its robust and consistent and
profitable growth path during the year and recorded highest revenue
from operations. This was facilitated by sweating our assets fully and
a strong financial performance.

Scheme of Amalgamation

The Board of Directors of the Company at its meeting held on 16^th
September 2024 approved the Scheme of Amalgamation of Cavendish
Industries Limited (CIL), a subsidiary company with the Company and
its shareholders under Sections 230 to 232 of the Companies Act, 2013
(Scheme), having 1^st April 2025 as the Appointed Date.

The Hon'ble National Company Law Tribunal, Jaipur Bench vide
its Order dated 20^th November 2025 sanctioned the Scheme. The
Scheme became effective on 22^nd December 2025, after receipt
of all requisite approvals and upon filing of the certified copy of
the Order (received on 24^th November 2025) with the Registrar of
Companies, Jaipur by both the companies involved in the Scheme.

Accordingly, CIL stands amalgamated with the Company operative
w.e.f. the Appointed Date.

In view of the above, the details in the Board's Report and in the
financial statements reflect the financial and operational details of
the merged entity, wherever applicable.

Business Environment

The global economic environment remains uncertain, shaped by
geopolitical tensions, trade disruptions, and divergent growth
and inflation outcomes across major economies. Underlying
vulnerabilities persist, including elevated fiscal pressures,
fragmented supply chains, and an increased reliance on economic
policy instruments for strategic purposes. The international
business faced headwinds from Trade protectionism in the shape
of higher tariffs and overall instability.

Against this backdrop, the Indian economy has maintained strong
growth momentum in FY 2025-26 with estimates placing real GDP
growth at over 7%, largely driven by domestic demand. The overall

business environment remained stable for most part of the year.
Consumers responded well to GST 2.0 reform which provided a
much-needed stimulus to domestic demand. The simplification of
slabs and reduction in GST rates had an overall positive impact and
overall economic growth. The automotive sector benefitted from the
reduction in rates in Commercial Vehicles, Small cars and Tractors with
a positive rub off on OEM tyre demand.

However, as a result of the recent enhanced geopolitical uncertainty
of the West Asia war, the Indian Economy is showing early signs
of moderation.

Operations

In a dynamic market environment, your Company sustained
its growth momentum during FY 2025-26 through disciplined
execution, agile market-facing interventions and a sharper focus on
value-led growth. Performance was supported by healthy demand
across OEM and replacement markets, improved vehicle demand,
higher fleet utilisation and sequential strengthening during the
second half of the year.

Growth during the year was driven not merely by volumes, but by
an improved product mix, stronger participation in higher-value
categories and continued emphasis on premiumisation. The
Company also consciously exited select low-margin SKUs, reinforcing
its focus on better-quality growth, improved realisations and
stronger profitability.

The Company's manufacturing facilities operated at near-full
capacity during the year, with utilisation levels crossing 90% across
key segments and reaching close to optimal levels, driven by strong
demand momentum.

Customer-centric execution remained a key operating priority. The
Company continued to strengthen responsiveness across channels
through digital enablement, improved service processes and deeper
engagement with fleet and mobility customers. These initiatives
helped support rural ordering, improve customer response times
and strengthen the Company's differentiated proposition in the
commercial mobility ecosystem.

Key Highlights for FY 2025-26

• Pioneered India's first embedded 'SMART' passenger car tyres
with built-in sensors for smarter, safer drives

• Banmore Tyre Plant Expansion of Passenger Car Radial Tyres
inaugurated by Mr. Hisashi Takeuchi, Managing Director & CEO,
Maruti Suzuki India Limited

• Inaugurated India's first Tyre Buffing and Grinding machine
(Wet Grip on Worn Tyre) at NATRAX

• Enhanced the Off-Highway tyre range by launching four new
tyres for specialised applications

• First Indian Tyre Manufacturer to publish Environmental
Product Declarations (EPDs) for three of its products each
representing a distinct facility: Vikrant, Laksar, and Chennai

• Secured top-notch CareEdge ESG 1 rating with an industry-
best overall score of 81.2

• Achieved Silver Rating from EcoVadis, ranked among top
7% globally

• Recognized as among India's top 40 - Most sustainable
companies and among top 5 in the Automotive
Component Companies

• Highest altitude Drift at 19023 feet, at Umling La Pass, Ladakh,
performed on JK Tyre Levitas - recognised by Guinness
World Records

• JK Tyre showcased Levitas, its luxury tyre range, at the 'Fast &
Fabulous: The Supercar Catwalk' in Mumbai

• Commenced production of India's first ISCC Plus certified
sustainable raw materials 'UX Royale Green' passenger car tyres
at its Chennai Tyre Plant

• Expanded presence in rural India

• JK Tyre Protege Kush Maini became the first Indian to win a
Formula 2 Race at the Monaco Grand Prix

JK Tornel

JK Tornel delivered a satisfactory performance during the year,
making a significant contribution to emerging as a significant
contributor to JK Tyre's best-ever consolidated results for
FY 2025-26. The business benefitted from a favourable product mix,
robust volume growth and resilient domestic demand in Mexico.

Your Company continued to strengthen JK Tornel's long-term
competitiveness through a capex programme of USD 27.5 million,
directed towards quality enhancement, plant modernisation and
capability development. Demand momentum was sustained through
an improved product portfolio, stronger domestic traction and
increasing participation in higher-value segments, including larger
rim-size tyres.

Manufacturing

Your Company continued to strengthen its manufacturing
footprint during the year through capacity expansion, technology
integration, quality improvement and ongoing process
modernisation. Expansion projects with ?1,400 Crores outlay were
commissioned during the year, which included the Passenger Car
Radial expansion at Banmore, and Truck Bus Radial expansion
at Laksar. These projects are currently under ramp-up, with full
utilisation expected by Q1 FY 2026-27.

Manufacturing performance remained robust, with significant
increase in product tonnage during the year, supported by capacity
additions, debottlenecking and demand recovery. The successful
merger of Cavendish Industries Limited with the Company also
enhanced operational synergies, simplified go-to-market structures
and improved scale efficiencies.

Your Company has also demonstrated a strong commitment
to integrating advanced digital and data driven systems into its
manufacturing operations.

Your Company remained focused on shopfloor capability, quality and
inclusion. In parallel, other initiatives were undertaken to strengthen
workforce capability and gender diversity at plant level, which
resulted in higher female participation at select facilities. These were
supported by infrastructure upgrades, sensitisation programmes and
governance measures.

Technological Excellence

Your Company continued to strengthen its technology and
innovation agenda during the year with a clear focus on advancing
product capability, improving validation speed and developing
solutions aligned with evolving mobility needs. The year saw
continued progress in development of higher-valued and
differentiated products, including smart tyres with embedded
sensors, puncture-resistant offerings, and ultra-high-performance
tyre. The Company also expanded its presence in emerging mobility
applications, with growing participation in EV-linked categories and
continued emphasis on lower rolling resistance and performance-
oriented solutions.

Innovation efforts remained closely aligned to both current market
requirements and long-term sustainability imperatives. Product
development continued across commercial, passenger, off-highway
and farm segments, with an increasing focus on larger rim sizes,
stronger product mix and improved application-specific performance.
The Levitas range continued to strengthen the Company's presence
in the premium end of the passenger vehicle market, while advanced

offerings for truck, mining, defence, port and specialised route
applications further broadened the portfolio. Your Company has
built a strong presence in EV Commercial Vehicles (EV CVs) and is now
enhancing its presence in the EV Passenger Car (EV PC) segment. These
initiatives aligned with premiumisation strategy across the range
reinforce your Company's commitment to delivering technology-
led, future-ready and environmentally responsible mobility solutions.

R&D

Your Company being committed to newer Technologies, focusses
on investing in next generation capabilities for Product Innovation,
Process optimisation, and development of advance and cost-effective
manufacturing solutions. The AI-driven Tech enabled solutions are
progressively being used for faster Product development cycle to
meet evolving, requirement of Customer and Industry, enhancing
overall satisfaction.

Your Company has deployed predictive and AI-enabled tools to
minimise repeated testing thus cutting time and cost.

During the year, R&D efforts were further intensified towards Value
Engineering, increase the integration of sustainable and circular
materials into product composition and sustainable manufacturing
practices. This included the expanded use of recycled PET-based
reinforcement inputs, reclaimed rubber, recycled tyre-derived
materials, and micronized tyre powder. Concurrently, work
progressed on developing tyres with higher sustainable material
content, with commercial vehicle tyre variants currently undergoing
advanced testing to ensure usage with right product attributes.

In addition, the regulatory framework continues to grow globally
and requires actions to stay abreast and prepare in time to meet such
regulations. Your Company constantly focusses on this and was the
first to install in India a new equipment, capable to help measuring
wet grip in worn tyres, a safety need. Our R&D and Technology teams
participate globally in such forums.

Innovation in all areas is in the DNA of your Company - be
it R&D initiatives, focus on advance engineering solutions,
Process automation, newer Technologies that meet Global
Quality benchmarks.

Sustainability Focus

Sustainability continued to remain a strategic priority for your
Company, with focus on decarbonisation, renewable energy,
circularity, resource efficiency and stronger disclosure practices. The
renewable energy share in the overall energy mix further improved
during the year, with renewable energy usage around 36.41% at the
Company level and the renewable power mix reaching around 46%.

Your Company also continued to strengthen its sustainability practices
through improved disclosures, wider ESG data coverage and alignment
with evolving global frameworks. Progress is underway on Task force
on Climate Related Financial Disclosures (TCFD) and Task force on
Nature Related Financial Disclosures (TNFD) linked preparedness,
while elements of International Financial Reporting Standards (IFRS)
have already been incorporated in the Sustainability Report. The
Company remains focused on progressively moving towards stronger
double materiality alignment and more robust articulation of climate
and nature related risks and opportunities.

Circularity and resource conservation remained integral to the
Company's sustainability agenda. Efforts continued towards
increasing the use of recycled and alternative materials, improving
retreading-linked lifecycle extension. The Company's broader
sustainability programme also remains focused on life cycle
assessment, Scope 3 supply-chain decarbonisation and enabling
stronger sustainability focus across the wider value chain, including
MSME-linked capacity building where relevant. These initiatives
reflect your Company's commitment to building a more resilient,
responsible and future-ready enterprise.

Raw Material

FY 2025-26 commenced with encouraging signs of raw material price
stability. Heightened volatility was seen on account of geopolitical
upheavals towards the end of the financial year and pushed prices
upward across crude linked inputs.

These developments continue to strain the global supply landscape
and underscore the importance of resilient procurement strategies. In
response, the Company has proactively advanced multiple strategic
initiatives focused on risk mitigation, cost optimization, and long term
sustainability. To de-risk the volatility in raw material procurement,
the Company had undertaken a series of strategic initiatives like
diversifying sourcing base, reducing dependency on single suppliers,
intensified localization efforts, collaborating closely with suppliers'
fraternity on various projects to strengthen supply chain.

Our advanced planning mechanisms allowed us to anticipate and
navigate market shortages effectively. A critical challenge w.r.t
Natural Rubber deficit of 35% still persists. To address this, we
continued with our unfailing commitment for the 'Inroad Project',
now in its fifth year, promoting rubber plantations in Northeast
India. This initiative not only to an extent bridges the supply-
demand gap but also advances our sustainability and ESG goals by

improving plantation quality and enhancing the livelihoods of local
farming communities.

Beyond industry collaboration, the Company actively engaged with
farmers through:

Capacity Building: Skill development and quality improvement with
intense training.

Farmer Welfare: Distribution of essential tools, productivity drives,
and wellness programs for marginalized farmers.

As geopolitical uncertainties persist, we are further expanding our
geographical sourcing footprint to ensure a robust, flexible, resilient
and future-ready supply chain.

Supply Chain & Logistics

Our supply chain remained resilient throughout, ensuring seamless
material flow through strong partnerships and robust infrastructure.
Our commitment to sustainability strengthened with the expansion
of solar-powered warehouses and "Green Transportation" initiatives
that reduced Scope 3 emissions across upstream and downstream
operations, alongside a shift toward multi-modal logistics. At the same
time, digitalization, cross-functional collaboration, and continuous
capability building improved cost efficiency and productivity. High
service levels were ensured despite market volatility by leveraging
long-term partnerships which further reinforced our strategic
resilience, by navigating economic shifts and supply disruptions.
Substantial investments were made in warehousing infrastructure
including solar powered warehouses and enhancement in
storage capacity.

Total Quality Management Systems (TQM)

JK Tyre moved further on maturity towards advanced TQM systems
across the entire organisation. Senior management teams were well
represented at international seminars during the year. Intermittent
assessments have helped in reinforcing our Systems and Processes.
Overall effects have shown improvement towards achievement of
better stakeholder satisfaction including our customers and business
partners. Our continued pursuit for newer and advanced Quality
Management Systems have resulted in many firsts during the year
in ISO series applied to all the manufacturing locations. There is
additional emphasis on initiatives in line with our vision to be a Green
and Trusted mobility partner. Several certifications awarded by CII
during the year are testimony to our efforts in this direction.

Some Major Awards

• Awarded the ET Now Iconic Brands of India for the 6^th time

• Recognized as the Superbrand for the 10^th time

• Recognised as Great Place to Work for 5^th time in a row

• Recognised as India's Best Workplaces™ in Auto & Auto
Components 2026

• Shri Anshuman Singhania, Managing Director of the Company,
recognised as Prestigious 'CEO of the Year'

• Shri Sanjeev Aggarwal, Chief Financial Officer (CFO) of the
company, honoured as CFO of the year

• Kankroli Tyre Plant accoladed with ASSOCHAM National Water
Award 2025

• Banmore Tyre Plant received

- Gold Award at 11^th CII National Competition on Low-
Cost Automation

- 24^th Global Greentech Environmental & Sustainability
Excellence Award

- Gold in National Awards for Manufacturing
Competitiveness

• Chennai Tyre Plant received

- The Tamil Nadu Safety Professionals Welfare Association
(TNSPWA) Safety and ESG Excellence Award 2025

- Prestigious Award of Honour for Occupational Health, Safety
& Environment 2023 from National Safety Council

• Laksar Tyre Plant recognised by Tata Motors as Best Supplier for
Mission ZERO PPM - Quality Month 2025

• Vikrant Tyre Plant received

- National Energy Leader Award from 26^th National Award for
Excellence in Energy Management from CII

- Emerging Sustainable Practices Award at CII Karnataka ESG
Summit 2025

Share Capital and Utilisation of Issue Proceeds

Pursuant to the Scheme, the Company allotted 1,42,69,484 equity
shares of face value of ?2 each (fully paid-up) of the Company, in
the ratio of 92 Equity Shares of ?2 each of the Company, credited
as fully paid up, for every 100 fully paid equity shares of ?10 each of

Cavendish Industries Ltd. (CIL), to the eligible equity shareholders of
erstwhile CIL, determined as on the Record Date, in consideration of
amalgamation of CIL with the Company.

Consequently, the issued, subscribed and paid-up equity share
capital of the Company has gone up to ?57.66 Crores comprising of
28,82,89,511 equity shares of ?2 each fully paid.

During the financial year 2023-24, the Company has raised an amount
aggregating to ?500 Crores, by issue of equity shares through
qualified institutions placement (QIP). As per the objectives of the
QIP Issue, the proceeds of the issue have been utilised for financing
expansion of capacities and meeting working capital requirements
in addition to general corporate purposes, as per details disclosed in
the Placement Document.

There are no deviation(s) or variation(s) in the use of proceeds of the
said Issue from the specified objects of the Issue.

Dividend

Your Directors are pleased to recommend a dividend of ?4.00 per
equity share of ?2 each (i.e., 200%) on the equity share capital of
?57.66 Crores for the financial year ended 31^st March 2026. The
dividend outgo will be ?115.31 Crores. The Dividend is subject to
approval of the members at the ensuing Annual General Meeting
and also subject to deduction of tax at source, as may be applicable.

The dividend pay-out is in accordance with the Dividend Distribution
Policy of the Company.

Appropriations

The amount available for appropriation, including surplus from the
previous year, stood at ?2,936 Crores and the same has been carried
forward to Balance Sheet.

Annual Return

The Annual Return referred to in Section 134(3)(a) of the Companies
Act, 2013 is available on the website of the Company: https://www.
jktyre.com/investor/annual-returns.

Related Party Transactions

All the related party transactions entered into during the financial
year ended 31^st March 2026 were in the ordinary course of business
and on an arm's length basis and were in compliance with the
applicable provisions of the Companies Act, 2013 and the Securities
and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI Listing Regulations),
as applicable.

Further, the Company did not enter into any contract or
arrangement or transaction with related parties that could be
considered material in accordance with the policy of the Company
on materiality of related party transactions. In view of the above,
disclosure in Form No. AOC-2 is not applicable.

The Policy on materiality of Related Party Transactions and on
dealing with Related Party Transactions, as amended and approved
by the Board, is available on the Company's website.

Particulars of Loans, Guarantees, Securities
and Investments

The particulars of loans, guarantees, securities and investments,
covered under the provisions of Section 186 of the Companies Act,
2013, are furnished in the financial statements.

Directors and Key Managerial Personnel

The Board of Directors re-appointed Dr. Raghupati Singhania as
Chairman & Managing Director of the Company for a term of five
years commencing 1^st October 2026, subject to the approval of
members of the Company at the ensuing Annual General Meeting
(AGM). The Board recommends re-appointment of Dr. Raghupati
Singhania, as aforesaid.

Shri Shreekant Somany ceased to be a Director upon completion of
his second term as an Independent Director of the Company with
effect from 16^th March 2026. The Board places on record its deep
appreciation for the valuable contribution rendered by Shri Somany
during his tenure as a Director.

The Board appointed Dr. Nand Gopal Khaitan as an Additional
Director of the Company, effective 9^th February 2026, pursuant to
Section 161 of the Companies Act, 2013, which was subsequently,
approved by the members of the Company by means of a special
resolution passed through Postal Ballot on 22^nd April 2026. Dr. Nand
Gopal Khaitan has been appointed as an Independent Director for a
term of five consecutive years effective 9^th February 2026.

Smt. Sunanda Singhania retires by rotation and being eligible, offers
herself for re-appointment at the ensuing AGM.

The Board recommends re-appointment of Smt. Sunanda Singhania.

Further, there were no other changes in the Directors/Key Managerial
Personnel of the Company during the year.

Declarations have been received from all the Independent Directors of
the Company that they meet the criteria of independence prescribed
under the Companies Act, 2013 and the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015. All the Independent
Directors are registered on the Independent Directors Data Bank.

Conservation of Energy, etc.

The details, as required under Section 134(3)(m) of the Companies Act,
2013 read with the Companies (Accounts) Rules 2014, are annexed to
this Report as Annexure 'A' and forms a part of it.

Consolidated Financial Statements

The consolidated financial statements of your Company for the
financial year ended 31^st March 2026 have been prepared in
accordance with the provisions of the Companies Act, 2013, SEBI
Listing Regulations and the Accounting Standards. The audited
consolidated financial statements, together with the Auditors' Report,
form a part of the Annual Report. A report on each of the subsidiaries
and associates together with highlights of their performances and
financial positions, including highlights of their contribution to the
overall performance of the Company, is presented in a separate
section in the Annual Report. Please refer to Form AOC-1 annexed to
the financial statements in the Annual Report and the notes to the
consolidated financial statements.

Pursuant to the provisions of Section 136 of the Companies Act, 2013
the financial statements, the consolidated financial statements, along
with relevant documents and separate audited accounts in respect of
subsidiaries, are available on the website of the Company.

During the financial year under review, Cavendish Industries Ltd. (CIL),
a subsidiary company, amalgamated with the Company pursuant to
the Scheme of Amalgamation with effect from the Appointed Date
i.e., 1^st April 2025. Consequently, CIL stands dissolved without being
wound up. Further, consequent to the amalgamation of CIL, two
associates of CIL, namely - Solarithic Power SPV Pvt. Ltd. and Truere
UP 2 Pvt. Ltd. became associates of the Company. In addition, during
the year under review, STTY RE Ltd. became an associate of the
Company. Except these companies, no other company has become
or ceased to be your Company's subsidiary or associate. The Company
does not have any Joint Venture.

Deposits

Pursuant to the approval of members by means of a special resolution
dated 22^nd September 2015, the Company accepted public deposits,
in accordance with the provisions of the Companies Act, 2013 and
rules thereunder till 7^th August 2025. Thereafter, the Board decided to
discontinue the Public Deposit Scheme of the Company.

The particulars with respect to deposits covered under Chapter V of

the said Act, for the financial year ended 31^st March 2026 are:

(a) accepted during the year - ?11.59 Crores;

(b) remained unpaid or unclaimed as at the end of the year -
?1.66 Crores;

(c) default in repayment of deposits or payment of interest thereon
at the beginning of the year, maximum during the year and at
the end of the year - Nil; and

(d) details of deposits which are not in compliance with the
requirements of Chapter V of the said Act - Nil.

Auditors

(a) Statutory Auditors and their Report

In accordance with the provisions of the Companies Act, 2013 and
rules thereunder, M/s Lodha & Co LLP, Chartered Accountants,
were appointed Auditors of the Company to hold office from
the conclusion of the 72^nd Annual General Meeting (AGM) held
on 7^th August 2025 until the conclusion of the 77^th AGM to be
held in the year 2030. The observations of the auditors, namely -
M/s Lodha & Co LLP, in their report on accounts and the financial
statements read with the relevant notes are self-explanatory and
do not call for any further comments. The Auditor's Report does
not contain any qualification, reservation, adverse remark or
disclaimer. Further, no fraud has been reported by the Auditors
to the Audit Committee or the Board.

(b) Secretarial Auditor and Secretarial Audit Report

In accordance with the provisions of Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (Listing Regulations) and the Companies Act, 2013 and rules
thereunder, M/s Ronak Jhuthawat & Co., Company Secretaries, a
peer reviewed company secretaries firm, were appointed as the
Secreta ria l Auditor of the Company for a term of five consecutive
years to hold office from the financial year 2025-26 to 2029-30, to
undertake secretarial audit of the Company. The Report, given
by the said Secretarial Auditor for the financial year 2025-26, in
the prescribed format, is annexed to this Report as Annexure 'B'.
The secretarial audit report does not contain any qualification,
reservation, adverse remark or disclaimer.

The Company does not have any material unlisted subsidiary
incorporated in India as on the end of the financial year 2025-26.

(c) Cost Auditor and Cost Audit Report

The Company is required to maintain the cost records as
specified by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013 and accordingly, such
accounts and records are made and maintained by the Company.
The Cost Audit for the financial year ended 31^st March 2025 was
conducted by M/s R.J. Goel & Co., Cost Accountants, Delhi, and as
required, the Cost Audit Report was duly filed with the Ministry
of Corporate Affairs, Government of India. The Audit of the cost
accounts of the Company for the financial year ended 31^st March
2026 is also being conducted by the said firm.

Particulars of Remuneration

Details as required under the provisions of Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules,
2014, are placed on the Company's website www.jktyre.com as an
annexure to the Board's Report. A physical copy of the same will be
made available to any shareholder on request, as per provisions of
Section 136(1) of the said Act.

Details as required under the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of the said Rules,
which form part of the Board's Report, will be made available to any
shareholder on request, as per provisions of Section 136(1) of the
said Act.

Corporate Social Responsibility

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

The Company's approach to social responsibility is guided by the
belief that long-term business success is closely linked with the well¬
being of communities and the environment in which it operates.
Accordingly, its initiatives have been designed to address social and
environmental challenges, create measurable positive outcomes, and
contribute to nation-building efforts.

Over the years, the Company has continued to strengthen and
institutionalize its CSR initiatives, moving beyond philanthropic
contributions to a structured, outcome-oriented approach. These

efforts reflect the Company's enduring commitment to ethical
conduct, sustainable growth, and the creation of shared value for
all stakeholders.

The Company has also framed a CSR Policy in accordance with the
provisions of the Companies Act, 2013 and rules made thereunder.

The CSR Policy of the Company, the Projects approved by the
Board, the composition of the Corporate Social Responsibility and
Sustainability Committee and other relevant details are disclosed on
the website of the Company.

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

Internal Financial Controls

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

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

The Competition Commission of India ("CCI") on 2^nd February 2022
published an Order dated 31^st August 2018 for alleged contravention
of Section 3 of the Competition Act, 2002 against the Company and
certain other domestic tyre manufacturing companies and had
imposed a penalty of ?309.95 Crores on the Company. The Company
filed an Appeal before the Hon'ble National Company Law Appellate
Tribunal (NCLAT) against the said CCI Order.

The NCLAT, through an Order dated 1^st December 2022, disposed of
the said appeal, and remanded the matter back to CCI, to re-examine
on merits. CCI has since filed an appeal against the said NCLAT Order,

which has been admitted by Hon'ble Supreme Court and is pending.
Based on legal advice, the Company continues to believe that it has
a strong case, and accordingly, no provision has been made in the
accounts. It is strongly reiterated that there has been no wrongdoing
on the part of the Company and that the Company never indulged in
or was part of any cartel or undertook any anti-competitive practices.

There were no significant and material orders passed by the regulators
or courts or tribunals that could impact the going concern status of
the Company and its future operations.

General

During the year under review - (i) there was no change in the nature
of business; (ii) there was no instance of onetime settlement with any
bank or financial institution; (iii) the Company has complied with the
provisions of Maternity Benefits Act, 1961; and (iv) no fraud has been
reported by the Auditors to the Audit Committee or the Board.

During the year under review, no application has been made under the
Insolvency and Bankruptcy Code, 2016. However, during the financial
year 2023-24, a decree was passed by the Principal Senior Civil Judge,
Vijayawada, Andhra Pradesh against the Company, in respect of a case
filed by a trade creditor. This was appealed by the Company in Hon'ble
High Court, Andhra Pradesh. In the meantime, the trade creditor
filed a petition before National Company Law Tribunal, Jaipur, under
the Insolvency and Bankruptcy Code, 2016 for initiating insolvency
proceedings against the Company. Our appeal was heard and the said
Hon'ble High Court granted stay on all proceedings arising out of the
above referred decree, including the proceedings before NCLT. The
case is pending for the final outcome.

There have been no material changes and commitments affecting
the financial position of the Company which have occurred between
the end of the financial year of the Company i.e., 31^st March 2026 and
the date of this report.

Business Responsibility and Sustainability
Report

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the Business
Responsibility and Sustainability Report of the Company for the
financial year ended 31^st March 2026 in the prescribed format,
giving an overview of the initiatives taken by the Company from
an environmental, social and governance perspective is given in a
separate section of the Annual Report and forms part of it.

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

Your Company reaffirms its commitment to the highest standards
of corporate governance practices. Pursuant to the SEBI Listing
Regulations, a Management Discussion and Analysis, Corporate
Governance Report and Auditor's Certificate regarding compliance
of conditions of Corporate Governance are made a part of this Report
as Annexures - 'D' & 'E'.

The Corporate Governance Report which forms part of this Report
also covers the following:

(a) Particulars of the five Board Meetings held during the financial
year under review.

(b) Salient features of Policy on Nomination and Remuneration of
Directors, Key Managerial Personnel and Senior Management.
The Policy is also available on the website of the Company at
www.jktyre.com.

(c) The manner in which formal annual evaluation of the
performance of the Board, its Committees and of individual
Directors has been made.

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

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

(f) Dividend Distribution Policy.

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

(h) Details regarding credit ratings.

(i) The details of utilization of funds raised through Qualified
Institutions Placement.

Directors' Responsibility Statement

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

(a) i n the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper
explanation relating to material departures, if any;

(b) the accounting policies have been selected and applied
consistently and judgments and estimates made are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit
and loss of the Company for that period;

(c) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions
of the said Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;

(d) the annual accounts have been prepared on a going
concern basis;

(e) the internal financial controls to be followed by the Company
have been laid down and that such internal financial controls
are adequate and operating effectively; and

(f) the proper systems to ensure compliance with the provisions of
all applicable laws have been devised and that such systems are
adequate and operating effectively.

Your Directors further state that applicable Secretarial Standards
issued under Section 118 of the Companies Act, 2013 have been
complied with.

Acknowledgements

Your Directors wish to place on record their appreciation for the
continued support and cooperation received from the Central
Government, State Governments as also the Government of Mexico.
The Directors also thank the shareholders, International Financial
Institutions and banks as well as all value chain partners for their
continued support. We are grateful to our esteemed customers for
their trust and patronage.

Your Directors record their appreciation for the dedication and
hard work put in by Teams - JK Tyre & JK Tornel in challenging
business conditions, which has enabled the Company to continue
to grow stronger.

On behalf of the Board of Directors

26^th May 2026 Dr. Raghupati Singhania

New Delhi Chairman & Managing Director