Your Directors have pleasure in presenting their 42 Annual Report together with audited accounts of the Company for the year ended 31 March
2026.

1) Financial Results

2) State of Affairs of the Company

The Company achieved revenue from operations of INR
2,66,557.51 lakhs during the year; with an increase of 11%
compared to revenue achieved in the previous year.

The Company reported profit after tax of INR 7,689.08 lakhs, an
increase of 2% compared to the previous year.

3) Capital Expenditure on tangible assets

This year, the Company has incurred a capital expenditure of INR
43,959.62 lakhs. This comprises:

• Building INR 20,731.68 lakhs.

• Plant and machinery, jig & fixture etc. INR 21,447.01
lakhs.

• Office equipment and others INR 1,780.93 lakhs.

4) Dividend

Your directors are pleased to recommend a dividend of INR 0.75
per equity share of the face value of INR 1/- each (@ 75%) out
of profit for Financial Year 2025-26 resulting into distribution of

sum of INR 2,080.48 lakh towards dividend, payable to those
shareholders whose name appear in the Register of Members as
on the Record Date. No amount was carried to General Reserve.

During the previous Financial Year dividend was paid at the rate
of 70% on the equity share capital of the Company.

No interim dividend was declared by the Board of Directors
during Financial Year 2025-26.

5) Reserves

6) Change of nature of Business

During the year there has been no change in the nature of
business of the Company.

7) Share CapitalAs on 31 March 2026 :

(a) the Authorized Share Capital of the Company is INR
99,10,00,000/- consisting of 99,10,00,000 nos. of Equity
Shares of INR 1/- each; and

(b) the Issued, Subscribed and Paid-up Share Capital of the
Company is INR 27,73,96,890/- comprising of 27,73,96,890
equity shares of INR 1/- each.

During the FY 2025-26, the Company raised fund through an
offer and issuance of 2,31,16,407 fully paid-up equity shares of
the Company, having a face value of INR 1/- each (the "Equity
Shares”), for an amount up to INR 24,988.84 lakhs by way of a
rights issue ("Rights Issue”) at a price of INR 108.10 (including
a premium of INR 107.10 per Equity Share) per equity shares, to
the eligible equity shareholders of the Company, in compliance
with the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018, as amended,
and the relevant SEBI circulars.

The funds raised by the said Rights Issue are being utilized
for the purpose for which they were raised and there were no
deviations or variations in the utilization.

As a result of the allotment of aforementioned Rights Issue
Shares, the Company's issued, subscribed, and paid-up share
capital increased from INR 25,42,80,483/- to INR 27,73,96,890/-.

As on 31 March 2026, none of the Directors of the Company holds
instruments convertible into equity shares of the Company.

For details of dividend and shares transferred to Investor
Education and Protection Fund (I EPF), please refer Corporate
Governance Report.

8) Significant and material Orders passed by the Regulators or
Courts

There are no significant or material Orders passed by the
Regulators or Courts that would impact the going concern status
of the Company and its future operations.

9) Material changes and commitments, if any, affecting the
financial position of the Company

There are 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 to which financial
statements relate and the date of the report.

10) Details in respect of adequacy of internal controls

The Company has an effective and reliable internal control
system commensurate with its size and operations. The
internal controls are aligned to adhere to the local statutory
requirements. The internal control systems are supported
through, management reviews, verification by internal auditors,
as well as verification by Statutory Auditors. Further, the Audit

Committee of the Board reviews the internal audit plan, adequacy
of internal control systems, significant audit observations and
monitors the sustainability of remedial measures.

In addition to policies, procedures, and guidelines, the internal
controls system is facilitated by an automated 'Compliance
Manager Tool', which enables self-assessment by process
owners on status of all applicable regulatory compliances and
Internal Controls including, controls relating to adherence to
company's policies, safeguarding of its assets, prevention and
detection of frauds and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable financial
information. The status of each self-assessment is approved
by an immediate superior. The status of self-assessment
is periodically deliberated and reviewed by the Senior
Management. Further, the accuracy of sample self-assessments
is verified through periodic internal audits.

The aforesaid internal control systems provide high degree
of assurance with respect to effectiveness and efficiency of
operations, adequacy and adherence of internal financial
controls and compliances with laws and regulations.

11) Details and Performance of Subsidiary Company

The Company does not have any subsidiary company.

12) Extract of Annual Return

In accordance with the Companies Act, 2013, Annual Return
in the prescribed format is available at Company's website
https://jtekt.co.in/Menu/266604b5-e13d-11ee-a2ec-9418826e6379.

13) Corporate Social Responsibility (CSR)

Your company considers CSR activities as an opportunity to
make a long term positive impact on the society and forms this
as an integral part of the philosophy and business activities of
the Company. During the Financial Year 2025-26, the Company
has contributed in the areas of quality education, healthcare
including preventive healthcare and training to promote rural
sports.

The Company has always focussed to implement these projects
in local areas after detailed assessment of the requirements of
the community with the objective to derive maximum benefit from
these activities. The Company has successfully implemented all
the projects approved by the Corporate Social Responsibility
Committee of Directors, within the current financial year and has
spent an excess amount of INR 279.57 in addition to statutory
requirement of INR 2,39,10,795.13.

In compliance with Section 135 of the Companies Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules 2014, the Company has established Corporate Social
Responsibility (CSR) Committee and statutory disclosures with
respect to the CSR Committee and an Annual Report on CSR
Activities forms part of this Report as Annexure - I.

14) Number of meetings of the Board of Directors and Independent
Directors

The Board of Directors met 6 (six) times in the year ended
31 March 2026. The details of the Board Meetings and the

attendance of the Directors are provided in the Corporate
Governance Report.

Independent Directors of the Company met once during 2025-26

i.e. on 20 May 2025.

15) Nomination & Remuneration Committee and its policy

The Board of Directors had constituted a Nomination &
Remuneration Committee to review formulation of the criteria for
determining qualifications, positive attributes and independence of
a director and recommend to the Board a policy, relating to the
remuneration of the directors, key managerial personnel and other
employees and such other ancillary functions as may be required.

The Company follows a policy on remuneration of directors and
senior management employees. The policy is approved by the
Nomination & Remuneration Committee and the Board and is
available on Company's website https://jtekt.co.in/.

For details of remuneration paid to Directors, please refer
Corporate Governance Report.

16) Particulars of contracts or arrangements with related parties

The Company has entered into contracts / arrangements with
the related parties in the ordinary course of business and on
arm's length basis. Thus, provisions of Section 188(1) of the
Companies Act, 2013 are not applicable.

All related party transactions entered during the year were in the
ordinary course of business and on arm's length basis. During the
year under review, your Company had also entered into certain
material related party transactions but these transactions too
were in the ordinary course of business and were at arm's
length basis. Details of these transactions, as required to be
provided under section 134(3)(h) of the Companies Act, 2013 are
disclosed in Form AOC-2, appended as Annexure - II and forms
part of this Annual Report.

However, in terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), all
transactions with related parties, which are of material in
nature, are subject to the approval of the Members of the
Company. The requisite resolutions in order to comply with the
aforesaid requirements of Listing Regulations, were passed by
the members of the Company at the last Annual General Meeting
held on 28 August 2025. Considering the anticipated business
growth, there is a proposal to seek shareholders' approval for
material related party transactions outlined in the relevant
resolutions, which are included in the Notice for the Company's
42 Annual General Meeting.

17) Auditors

(A) Statutory Auditors

Under Section 139 of the Companies Act, 2013 and the Rules
made thereunder, BSR & Co. LLP, Chartered Accountants
(Firm registration number 101248W/W-100022) ('BSR')
was appointed as the Statutory Auditors of the Company
to hold office for a period of five consecutive years from
the conclusion of the 38 Annual General Meeting of the
Company held on 26 August 2022 till the conclusion of the
43 Annual General Meeting.

(B) Secretarial Audit Report

Pursuant to Section 204 of the Companies Act, 2013,
the Company had appointed Mr. Krishna Kumar Singh,
proprietor of KKS and Associates, Company Secretaries
in practice, as its Secretarial Auditors to conduct the
secretarial audit of the Company for the FY 2025-26. The
Company provided all assistance and facilities to the
Secretarial Auditors for conducting their audit. The Report
of Secretarial Auditors for the FY 2025-26 is annexed to
this report as Annexure - III. The report does not contain
any qualification.

In terms of the amended provisions of Regulation 24A
of the SEBI Listing Regulations, the Board of Directors,
based on the recommendation of the Audit Committee,
proposed appointment of Mr. Krishna Kumar Singh,
Practicing Company Secretary (Membership No. F8493,
CP No. 9760, Peer Review No. 2105/2022), proprietor of
KKS & Associates, as the Secretarial Auditors of Company
for a period of five years, commencing from 1 April,
2025, until 31 March, 2030 to conduct Secretarial Audit
of the Company from the financial year ended 31 March
2026 to the financial year ended 31 March 2030. The said
appointment was approved by the shareholders at the
AGM held on 28 August 2025.

(C) Audit Reports

1. The Statutory Auditor's Report for financial year 2025¬
26 does not contain any qualification, reservation or
adverse remark.

2. The Secretarial Auditor's Report for financial
year 2025-26 does not contain any qualification,
reservation or adverse remark.

3. As required by SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(hereinafter referred to as 'Listing Regulations'),
the Practicing Company Secretary's Certificate on
corporate governance is enclosed to the Board's
Report. The Practicing Company Secretary's
Certificate for financial year 2025-26 does not contain
any qualification, reservation or adverse remark.

18) Reporting of Fraud by Auditors

During the year under review, none of the auditors has reported
to the Audit Committee, under Section 143(12) of the Companies
Act, 2013, any instances of fraud committed against the Company
by its officers or employees.

19) Risk Management

The Board of Directors of the Company had constituted a Risk
Management Committee to oversee the risk management
process in the Company.

The Company has laid down a well-defined risk management
mechanism covering the risk mapping and trend analysis,
risk exposure, potential impact and risk mitigation process.
A detailed exercise is being carried out to identify, evaluate,
manage and mitigate both business and non-business risks. The

Risk Management Committee periodically reviews the risks and
suggests the steps to be taken to identify and mitigate the same
through a properly defined framework.

For details pertaining to Risk Management Committee, please
refer to the Corporate Governance Report.

20) Corporate Governance

The Company has complied with the corporate governance
requirements under the Companies Act, 2013 and as stipulated
under the Listing Regulations. A separate section on corporate
governance under the Listing Regulations, along with a
certificate from the Practicing Company Secretary confirming
the compliance, is annexed and forms part of this Annual Report.

21) Business Responsibility & Sustainability Report

Business Responsibility and Sustainability Report for the
Financial Year 2025-2026 describing the initiatives taken by
the Company from an Environment, Social and Governance
perspective as stipulated under Regulation 34(2)(f) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015, is annexed as Annexure - IV and is also available on the
Company's website at https://jtekt.co.in/Menu/24d3e84c-e13d-
11ee-a2ec-9418826e6379.

22) Vigil/Whistle Blower Mechanism

The Company has established a vigil/whistle blower mechanism
for Directors and employees to report their genuine concerns.
For details, please refer to the Corporate Governance Report
attached to this Annual Report.

23) Listing

The Securities of your Company are listed at National Stock
Exchange of India Limited and BSE Limited and the Company
has paid the Listing Fee due to them.

24) Deposits

During the year the Company has no deposits covered under
Chapter V of the Companies Act, 2013.

25) Loans, Guarantees and Investments

During the year under review, no loans, guarantees and
investments were made by the Company under Section 186
of the Companies Act, 2013, hence the said provision is not
applicable. For details pertaining to other loan given, guarantees
provided, security provided and investment made please refer to
the Financial Statement for financial year 2025-26.

26) Directors & Key Managerial Personnel

As on 31 March 2026, your Company has eight (8) Directors
consisting of four (4) Independent Directors (including two
Woman Directors), three (3) Executive Directors and one (1)
Non-Executive Director.

During the year Mr. Rajiv Chanana was re-appointed as
Wholetime Director of the Company for another period of one
year effective from 1 June 2025.

In terms of the definition of 'Independence' of Directors as
prescribed under the Listing Regulations and Section 149(6) of
the Companies Act, 2013 the Company has received declarations
from the following Independent Directors of the Company
confirming that they meet the criteria of independence as
prescribed both under the Companies Act, 2013 and Listing
Regulations:

1) Mrs. Hiroko Nose

2) Mr. Masahiko Morimoto

3) Mr. Hiroshi Daikoku

4) Mrs. Deepika Gera

Pursuant to the provisions of Section 152(6) read with the
Articles of Association of the Company, Mr. Yosuke Fujiwara will
retire by rotation at the forthcoming Annual General Meeting and
being eligible, offers himself for re-appointment.

For further details, pertaining to Board Meetings, please refer to
the Corporate Governance Report.

As on March 31,2026, following are the Key Managerial Persons
(KMPs) of the Company:

1. Mr. Minoru Sugisawa, Chairman & Managing Director

2. Mr. Vikas Goel, Chief Financial Officer
(effective from 1 June 2025)

3. Mr. Saurabh Agrawal, Company Secretary & Compliance
Officer

27) Board Evaluation

The Company has devised a Policy for performance evaluation
of Independent Directors, the Board, its Committees and other
individual Directors which include criteria for performance
evaluation of the non-executive directors and executive directors.

The performance evaluation of the Board, its Committees and
individual directors was conducted and the same was based on
questionnaire and feedback from all the Directors on the Board
as a whole, Committees and self-evaluation.

In a separate meeting of Independent Directors held on 13 May
2026, performance of Non-Independent Directors, the Board as a
whole and the Chairman of the Company was evaluated, taking
into account the views of Executive Directors and Non-Executive
Directors. The Independent Directors at their meeting also
assessed 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.

Based on the questionnaire and feedback, the performance of
every director was evaluated in the meeting of the Nomination
and Remuneration Committee.

Further, in accordance to the Board Performance Evaluation
Policy, the Board carried out annual performance evaluation of
Independent Directors. The Independent Directors carried out
annual performance evaluation of Non-independent Directors
and Board as a whole.

28) Committee of Directors

For composition and other details pertaining to the Committee of
Directors, please refer to the Corporate Governance Report.

29) Directors' Responsibility Statement

Pursuant to clause (c) of sub-section (3) of Section 134 of the
Companies Act, 2013, the directors confirm that:

a) in the preparation of the annual accounts for the financial
year 2025-26, the applicable accounting standards have
been followed along with proper explanation relating to
material departures;

b) the directors 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 at
the end of the financial year 2025-26 and of the profit of the
Company for that period;

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

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

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

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

30) Secretarial standards

The Company complies with all applicable secretarial standards.

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

A statement containing the necessary information on
conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be given pursuant
to provisions of Section 134 of the Companies Act, 2013, read
with the rules made thereunder is annexed as Annexure - V and
forms part of this report.

32) Management's discussion and analysis

In terms of the provisions of Regulation 34 of the Listing
Regulations, the Management's discussion and analysis is set
out in this Annual Report.

33) Employees

Disclosure pertaining to remuneration and other details as
required under 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 provided in
Annexure - VI(a) to this Report.

A statement showing the details of employees of the Company
who are drawing salary as per the limits prescribed under Rule
5(2) and 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 during the Financial Year
2025-26 or part thereof, is attached herewith as Annexure - VI(b)
to this Report.

34) Disclosures pertaining to the Sexual Harassment of women at
the work place (prevention, prohibition and redressal) Act, 2013

For details pertaining to the Sexual Harassment of women at
the work place (prevention, prohibition and redressal) Act, 2013,
please refer Corporate Governance Report.

35) General

There being no transactions with respect to following items
during the year under review, thus no disclosure or reporting is
required in respect of the same:

a) Issue of equity shares with differential rights as to dividend,
voting or otherwise.

b) Issue of shares (including sweat equity shares) to
employees of your Company under any scheme.

c) Neither the Managing Director nor the Wholetime Director
of your Company receive any remuneration or commission
from any of its subsidiaries.

d) Buy-back of shares.

e) No application was made or any proceeding is pending
under the Insolvency and Bankruptcy Code, 2016.

f) No settlements have been done with banks or financial
institutions.

36) Acknowledgements

Your Directors acknowledge with gratitude the co-operation and
support extended by the Company's customers namely Maruti
Suzuki, Mahindra & Mahindra, Tata Motors, Honda Cars India,
Stellantis, FIAT, Toyota Kirloskar, E-z-go, Trenton, Renault-
Nissan, Isuzu, SML-Mahindra, JTEKT Brazil and Force Motors,
Banks, and various agencies of the Government.

Your Directors also wish to place on record their sincere
appreciation of the services rendered by all the employees of
the Company and are thankful to the Shareholders for their
continued patronage.

For and on behalf of the Board

Minoru Sugisawa

Place : Gurugram Chairman & Managing Director

Dated : 14 May 2026 [DIN: 10119891]