Jay Bharat Maruti Ltd Directors Report

<dhhead>DIRECTORS’ REPORT</dhhead>

To,

The Members,

Your Directors hereby submit the 38th Annual Report on business and operations of your Company together with the Audited Financial Statement for the Financial Year ended March 31, 2025.

 

1. FINANCIAL HIGHLIGHTS –STANDALONE & CONSOLIDATED:

The highlights of the standalone and consolidated financial statements of your Company for the Financial year ended March 31, 2025 along with the previous year’s figures are given as under:

Particulars	Standalone		Consolidated
	FY 2025	FY 2024	FY 2025	FY 2024
Total Income	2,292.95	2295.86	2,292.95	2295.86
Earnings before interest, depreciation, tax and amortization (EBIDTA)	167.49	170.26	167.49	170.26
Finance Cost	35.86	39.56	35.86	39.56
Depreciation	84.13	84.33	84.13	84.33
Profit for the period before share of profit of joint venture	47.50	46.37	47.50	46.37
venture Shareofprofit ofjoint	-	-	1.57	1.18
Profit Before Tax	47.50	46.37	49.07	47.55
Tax Expense	15.70	15.01	16.15	15.34
Profit after Tax	31.80	31.36	32.91	32.21
Retained Earnings:
Balance at the beginning of the Year	480.56	457.15	482.87	458.59
Profit for the Year	31.80	31.36	32.91	32.21
Other Comprehensive Income arising from re-measurement of defined benefit Obligation	(0.44)	(0.37)	(0.46)	(0.36)
Payment of dividend on equity shares	(7.58)	(7.58)	(7.58)	(7.58)
Balance at the end of the year	504.33	480.56	507.75	482.87

 

Note: the above figures are extracted from the audited standalone and consolidated financial statements Standards (Ind AS)

On standalone basis, the Company recorded total Income of Rs.2292.95 Crores during the financial year 2024-25 as compared to Rs.2295.86 Crores in the previous year which is a marginal decline of 0.13%. The EBIDTA of the Company was Rs.167.49 Crores during the financial year 2024-25 as compared to Rs.170.26 Crores in the previous year. However, the Profit Before Tax for the financial year 2024-25 increased by 2.44% to Rs.47.50 Crores as against Rs.46.37 Crores for the previous year. The Profit After Tax for the financialyear 2024-25 increased by 1.40% to Rs.31.80 Crores as compared to Rs.31.36 Crores in the previous fiscal.

On consolidated basis, the Company recorded total Profit Before Tax for the financial year 2024-25 of Rs.49.07 Crores as against Rs.47.55 Crores for the previous year, which is an increase of 3.20%. The Profit After Tax for the financial year 2024-25 has increased by 2.17% to Rs.32.91 Crores as compared to Rs.32.21 Crores in the previous year. The Company has a healthy net cash accrual of Rs.123.33 Crores during the financial year 2024-25.

As per Industrial Policy 2015 of Government of Gujrat ("the scheme"), the Company is eligible for claiming incentive by way of GST refund for a period of 10 years from the date of start of production at its plant Vithlapur, Gujrat. The registration certificate has been obtained from provisionaleligibilitycertificate the relevant authority. During the year ending March 2025, the Company has received incentive amount of Rs. 25.48 Crores which is recognized under the head Revenue from Operations. The final eligibility certificate is expected to be received in the F.Y. 2026.

Your Company is expanding its tooling manufacturing capacity and capability to move up the value chain. We have successfully established expertise for localizing of Ultra High tensile dies for 1180 MPa Parts which are very critical for OEMs to meet crash and safety norms. Also strong focus remains on Localization of Skin Panel Dies for different OEMs and critical BIW and Chassis parts. We are the only toolroom in India with this capability and scale. Your company is also focusing on Localization of Proto Dies & Development of Hot Stamping Dies in India.

 

2. CHANGE IN THE NATURE OF BUSINESS:

During the Financial Year 2024-25, there was no change in the nature of business of the Company.

 

3. DIVIDEND AND APPROPRIATION:

Dividend

Your Directors are pleased to maintain & recommend a final dividend of Rs. 0.70 per equity share i.e. 35% for the financial year ended March 31, 2025, subject to approval of the shareholders in ensuing Annual General Meeting and will be paid to members whose name appears in the Register of Members as on Wednesday, August 27, 2025, through online transfer to those shareholders who have updated their bank account details.

Further, the Shareholders holding shares in physical form and the shareholders who have not updated their bank account details may kindly note that SEBI, vide its various circulars has mandated that dividend shall be paid only through electronic mode with effect from April 01, 2024. Hence the Shareholders are requested to update their details with Company/RTA by submitting requisite forms which are available on website of the Company viz. https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/forms-forregistering-updating-the-kyc-details/ The Board has recommended this dividend based on the parameters laid down in the Dividend Distribution Policy of the Company and it will be paid out of the profits of financial year 2024-25.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the members w.e.f. April 01, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

 

Book Closure and Record Date

The Register of Members and Share Transfer Books of the Company will be closed from Thursday, August 28, 2025 to Wednesday,

September 03, 2025 (both days inclusive) and the Company has fixed August 27, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2025.

 

4. TRANSFER TO GENERAL RESERVE:

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

 

5. NEW PLANTS AT KHARKHODA, SONIPAT, HARYANA AND SMG SUPPLIER PARK, GUJARAT:

Accounting

 

Kharkhoda Plant at Sonipat, Haryana

The First phase of construction & installation of machinery at Kharkhoda plant has been completed as per plan and all necessary approvals have been received from the concerned authorities for running the plant. The Company has made investment of Rs. 21,363.10 lakhs to setup 1600 Ton Robotic Tandem Line, 1000 Ton Progressive Line, Weld Shop and other miscellaneous facilities. The Company has started partial supply for Brezza model of Maruti Suzuki which is shifted from Manesar to Kharkhoda. However, the commercial production for New model is expected to start by the end of July/ August 2025.

Further to follow the practices of industry 4.0, the digitization of various processes is under progress.

The Second phase of expansion will start in current financial year.

 

Suzuki Suppliers’ Park at Gujarat and

Construction activity of the plant at Suzuki Supplier’s Park has been completed as per plan and all necessary approvals have been received from the concerned authorities for running of the plant. The state-of-the-art of the world shop has been installed at the said location to meet the production of EV vehicles of Maruti Suzuki. The commercial production is yet to start due to delay in MSIL schedule.

 

6. SHARE CAPITAL:

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

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

 

7. SHIFTING OF REGISTERED OFFICE FROM DELHI TO HARYANA:

The Board of Directors had passed the resolution in its meeting held on August 08, 2023 for shifting of the Company’s Registered

Office from the ‘National Capital Territory (NCT) of Delhi’ to the ‘State of Haryana’ which was subsequently approved by Members of the Company by passing a Special Resolution at its 36th Annual General Meeting held on September 16, 2023 and approved by the Regional Director (Central Government) vide its Order No. 3098 dated June 19, 2024.

Thereafter, the Board of Directors, at its meeting held on January 30, 2025 decided to shift the Company’sRegisteredOffice from its erstwhile address at 601, Hemkunt Chambers, 89, Nehru Place, New Delhi - 110019 to Pace City–II, Mohammadpur Jharsa near Khandsa Village, Sector-36, Gurgaon-122001 with mandate given to the persons authorized in the Board Resolution to fix the effective date for shifting the registered office.

Accordingly, the RegisteredOfficeof the Company has been shifted at Pace City II, Mohammadpur Jharsa, near Khandsa Village, Sector-36, Gurgaon-122001 w.e.f. March 11, 2025, and registered by the Registrar of Companies, NCT of Delhi & Haryana (‘ROC’) vide its Certificatedated March 26, 2025 and post-shifting, new Corporate Identification

L29130HR1987PLC130020.

 

8. DETAIL OF SUBSIDIARIES, JOINT VENTURES/ ASSOCIATES:

During the FY 2024-25, your Company has purchased the stake of 10% of M/s JBM Ogihara Die Tech Pvt. Ltd. (JODT) from its Joint Venture partner OGIHARA Thailand Co. Ltd. (OTC) by way of acquiring 25,00,000 equity shares having face value of Rs.10/- each at its book value of Rs.12.55 per equity share amounting of Rs.3,13,75,000.

Post-acquisition, JBML holds 49% and JBM Auto Limited holds 51% equity stake in JODT.

Pursuant to provisions of Section 129 (3) of the Act read with Companies (Accounts) Rules, 2014, a separate statement containing highlights of performance of the Joint Venture Company in the prescribed form AOC-1 forms part of the Company’s Financial Statements.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, Consolidated financial statements along with relevant documents and separate Audited financial statements in respect of Joint Ventures/Associates are available on the Company’s website at www.jbmgroup.com

 

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In terms of the Regulation 34 read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

("Listing Regulations"), the Management Discussion and Analysis report is given separately and forms part of this Annual Report as

 

Annexure- A.

10. CREDIT RATING:

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

 

11. DEPOSITORY SYSTEM:

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

As on March 31, 2025, out of 10,82,50,000 Equity Shares 10,73,40,641 Equity Shares of the Company are in dematerialized form and available for trading on both the Stock Exchanges i.e. Bombay Stock Exchange Limited, National Stock Exchange Limited.

Further, in terms of the Listing Regulations, as amended from time to time, all requests for transfer, transmission, transposition, issue of duplicate share certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, subdivision/ splitting of securities certificate and consolidation of securities a letter of confirmation will be issued, which needs to be submitted to Depository Participant to get credit of these securities in dematerialized form. Shareholders desirous of using these services are requested to contact MCS Share Transfer Agent Limited, Registrar and Transfer Agents (RTA) of the Company, the contact details of RTA are available on the website of the Company.

 

12. QUALITY:

Your Company has implemented International Quality Management System based on the requirement of IATF 16949:2016. The Company has established, implemented and is maintaining an Information Security Management System as per ISO-14001:2015 through periodic audits by the American Systems Registrar (USA). Periodical Internal assessments for compliance is also done by senior Plant teams and certified Internal Auditors.

All Plants of the Company completed EHS certification cycle for ISO 14001 and ISO 45001 without any major non- conformity.

 

13. RESEARCH & DEVELOPMENT:

Your Company is continuously evolving and working on technological enhancement initsoperations,improvingitsprocessefficiency and also diversifying its product portfolio. The Company has implemented many digitization initiatives by using AI. The Company has filed two applications for patent registration with Controller General of Patents, Designs & Trademarks, Both the applications has already been accepted and published and the first application is under examination process.

During the period under review, the following innovative developments were implemented:

• E Kan Ban for Material Management for new plants.

• WICS (Online Process Parameter Monitoring) system in weld shop for upcoming new plant. • Sequential production and sequential supply infrastructure for new plant at Kharkhoda.

Number (CIN) of the Company is

 

14. HUMAN RESOURCES:

The fiscal year 2024-25 has been a pivotal period for Human Resources at JBML, marked by strategic initiatives aimed at nurturing talent, strengthening governance, and ensuring a robust and engaged workforce. Your Company’s focus remains on driving sustainable growth through human capital development, aligning with JBML’s vision for the future. Our focus areas were:

 

Cultivating Leadership through Leadership Development:

We conducted comprehensive assessment centers for our middle and senior management. By investing in our high-potential employees and providing clear career progression paths, we aim to not only develop future leaders but also significantly reduce attrition and ensure business continuity.

 

Reinforcing Governance and Driving Continuous Improvement through PCMM@JBM:

Your Company’s commitment to operational excellence extends to our human resources practices. This year, we successfully conducted governance audits under 10-pillared approach, PCMM@JBM.

 

High-Impact Learning and Development for Business Growth:

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

 

Building a Pipeline of Skilled Talent through Strategic Partnerships:

The JBM Skill Development Centre initiative flourished through strategic collaborations with leading educational institutions and government bodies. We formalized MOUs for inducting and promoting Apprentices, On-the-Job Trainees (OJTs), Interns, and Dual System Training participants.

 

Ensuring Harmonious Industrial Relations and Workforce Stability:

In our blue-collar manpower strategy, we are proud to report zero-man day loss throughout 2024-25. This remarkable achievement is a testament to our proactive approach to fostering harmonious industrial relations, based on mutual respect and open communication.

The Company’s commitment to excellence in employee relations was recognized as ‘CII National HR Circle Competition 2024 - Best HR Practices in L&D - People Development and Capability Building’ Award and ‘WAW2024 Wellbeing’s Award for Spiritual Wellbeing’s was received by JBM HR Team during the financial year 2024-25. Please refer Management Discussion and Analysis Report enclosed as Annexure-A for more details on the same.

 

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

certificates/folios will be processed and mandatorily

 

Directors

The Composition of Board of Directors is in conformity with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

During the financial year under the review, on the recommendation of Nomination and Remuneration Committee, the Board of Directors had appointed/re-appointed:

•

Mr. Surendra Kumar Arya as Chairman cum Non-Executive Director w.e.f. April 01, 2024. The re-appointment was approved by themembers of the Company by way of postal ballot dated June 22, 2024.

 

Mr. Shekar Viswanathan (DIN: 01202587) as Additional & Independent Director of the Company for a term of 5 (five) years w.e.f.April 01, 2024 to March 31, 2029. Further, the appointment was regularized as Independent Director by the members of the Company through Postal Ballot dated June 22, 2024.

 

Ms. Pravin Tripathi (DIN: 06913463) as Independent Director of the Company for a second term of 5 (five) years w.e.f. July 10, 2024 to July 09, 2029. Further, the re-appointment was approved by the members of the Company through Postal Ballot dated June 22, 2024.

Mr. Anand Swaroop (DIN: 00004816) as Whole-Time Director designated as Executive Director & CFO for a further period of 3 (three) years w.e.f. April 01, 2024 till March 31, 2027. Further, the re-appointment was approved by the members of the Company through Postal Ballot dated June 22, 2024.

Mr. Rajiv Gandhi (DIN: 07231734) as Nominee Director (Non Executive Director, not liable to retire by rotation), of Maruti Suzuki India Limited, in compliance with Regulation 17(1D) of the SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2023. The approval of members of the Company has been obtained via Postal Ballot dated June 22, 2024 for continuation of Mr. Rajiv Gandhi (DIN: 07231734) as Nominee Director (Non-Executive Director, not liable to retire by rotation), on the Board of the Company.

In accordance with the Articles of Association of the Company and Section 152 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutorymodification(s)or re-enactment(s) thereof for the time being in force), Mr. Surendra Kumar Arya (DIN: 00004626) will retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

The Board is of the opinion that Mr. Surendra Kumar Arya possesses the requisite knowledge, skills, expertise and experience to contribute to the growth of the Company. Hence, Board of Directors recommend the re-appointment of Mr. Surendra Kumar Arya at the ensuing Annual General Meeting.

Brief resume and other requisite details of Directors proposed to be appointed/re-appointed as a Director has been provided in Notice of the ensuing Annual General Meeting.

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

 

Key Managerial Personnel:

As on March 31, 2025, Mr. Anand Swaroop, Executive Director and Chief Financial Officer and Ms. Shubha Singh, Company Secretary were the Key Managerial Personnel of your Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Further, the Board of Directors, at their meeting held on May 13, 2024 was informed about the resignation of Mr. Ravi Arora from the post of Company Secretary and Compliance officer of the Company with effect from June 15, 2024. The Board appreciation for the dedicated services and contribution made by Mr. Ravi Arora during his tenure with the Company.

The Company has appointed Ms. Shubha Singh (Membership No. A16735) as the Company Secretary and Compliance officer of the Company with effect from August 03, 2024.

 

16. DIRECTORS’ RESPONSIBILITY STATEMENT

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

(a) In the preparation of the annual accounts for the year ended March 31, 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) Such accounting policies have been selected and applied consistently and judgements and estimates are made which were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit or loss of the Company for the financial year ended on that date;

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

(d) The financial statements for the financial year ended March 31, 2025 have been prepared on a ‘going concern’ basis; (e) Proper internal financial controls were in place and that such internal financial controls were adequate and were operating effectively; and

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

 

17. BOARD MEETINGS AND ANNUAL GENERAL MEETING:

During the financial year 2024-25, Board of Directors met 4 (four) times i.e. May 13, 2024, August 03, 2024, November 06, 2024 and January 30, 2025. Detailed information regarding the Board Meetings along with the attendance of Directors are provided in Corporate Governance forming part of this Annual Report.

Further, it is confirmed that the gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.

The 37th Annual General Meeting (AGM) of the Company was held on September 12, 2024 through VC/OAVM in compliance with relevant relaxations issued by Ministry of Corporate Affairs and Securities Exchange Board of India, from time to time.

 

18. COMMITTEES OF THE BOARD:

The Committees of the Board focus on certain specific areas and make well informed decisions in line with the delegated authority and their terms of reference. The following Committees constituted by the Board function according to their respective roles and defined scope:

• Audit Committee;

• Nomination and Remuneration Committee; • Corporate Social Responsibility Committee; • Stakeholders’ Relationship Committee; and • Risk Management and Sustainability Committee

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

 

19. DEPOSITS:

During the financial year under review, the Company has neither accepted nor renewed any Deposit that falls within purview of

Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

 

20. CORPORATE GOVERNANCE:

placed on record its A Report on Corporate Governance for the financial year ended March 31, 2025 along with a certificate

Mathur (FCS 1743), a Practicing Company Secretary, regarding compliance of the conditions of corporate governance under Listing Regulations forms part of this Annual Report as Annexure-B.

 

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

Pursuant to Regulation 34(2)(f) of Listing Regulations, it has been mandated for the top one thousand Companies based on market capitalization as on March 31 of every financial year to prepare (BRSR) report for that financialyear. BRSR is a framework for Companies to report their social, environmental and governance impact on society. to Section 134(5)

It enables Companies to be transparent and accountable about their sustainable practices and contribute to the sustainable development of the economy and it also promotes transparent and standardized disclosures on ESG parameters and sustainability related risks and opportunities for listed Companies in India.

A detailed BRSR on initiatives taken by the Company from an environmental, social and governance perspective, is available as a separate section of the Annual Report in the prescribed format as Annexure-C and is also available on the Company’s website at https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/annual-reports

 

22. ANNUAL RETURN:

In accordance with Section 92(3) read with Section 134 (3) of the Act, the Annual Return for financial year 2024-25 is available on the

Company’s website at www.jbmgroup.com

 

23. VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

The Company has established a Vigil Mechanism and formulated Whistle Blower Policy for Directors, Employees and other persons concerned to report to the management, concerns about unethical behavior, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics, in accordance with the provisions of Section 177 (10) of the Companies Act, 2013 and Regulation 22 of Listing Regulations. The mechanism provides for adequate safeguards against victimization of Directors, Employees or other persons who avail of the mechanism.

Audit Committee oversees the implementation of vigil mechanism and provides adequate safeguards against unfair treatment to the whistle blower who wishes to raise a concern and also provides for direct access to the Chairman of the Audit committee in appropriate/ exceptional cases.

During the financial year, no complaint was received and hence none was pending as on March 31, 2025 under the Vigil Mechanism.

No person was denied access to the Audit Committee under discussion.

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

 

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

Pursuant to the provisions of the Section 134(3) of the Act, Regulation 17(10) of Listing Regulations and the Guidance Note on Board Evaluation issued by the SEBI dated January 05, 2017, the Board has carried out the annual performance evaluation of individual Directors, its Committees and Board as a whole. 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 director was evaluated on parameters such as level of engagement and contribution, independence of judgement and safeguarding the interest of the Company etc. The Directors expressed their satisfaction with the evaluation process.

Further, the Committees were evaluated in terms of receipt of appropriate material for agenda topics in advance with right information and insights to enable them to perform their duties effectively, review of Committee Charter, updation to the Board on key developments, major recommendations & action plans, stakeholder engagement, devoting sufficient time & attention on its key focus areas with open, impartial & meaningful participation and adequate deliberations before approving important transactions & decisions.

As part of the evaluation process, the performance of Non-Independent Directors, the Chairman and the Board was conducted by the Independent Directors. The performance evaluation of the respective Committees and that of Independent and Non-Independent Directors was done by the Board, excluding the Director being evaluated.

The actions emerging from the Board evaluation process were collated and presented before the Nomination and Remuneration Committee as well as the Board.

 

25. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Pursuant to the provisions of Regulation 25 of Listing Regulations, the Board has adopted a Familiarization Programme for Independent Directors as a part of their induction and to increase their understanding and knowledge w.r.t. Company.

The Board of Directors of the Company are updated on changes/ developments in the domestic/ global corporate and industry scenario including those pertaining to statutes/ legislations & economic environment and on matters affecting the Company, to enable them to take well informed and timely decisions.

Any Director who joins the Board is presented with a brief background of the Company, its operations and is informed of the important

Policies of the Company including the Code of Conduct for Directors and Senior Management and Code of Conduct for Prevention of Insider Trading of the Company. The Independent Directors are also provided with regular updates in the Board Meetings on relevant Statutory changes to ensure that they remain up to date on the Compliance framework.

The details of the Familiarization Programme imparted to Independent Directors during the year and cumulative basis till date is also made available on the website of the Company at www.jbmgroup.com

 

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

Pursuant to the provisions of Section 178(1) of the Act and Regulation 19(4) read with Part D of Schedule II Listing Regulations, the Company has formulated the Nomination and Remuneration Policy of Directors, Key Managerial Personnel (KMP) and other Employees including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act.

Salient features of Nomination and Remuneration Policy for Directors, Key Managerial Personnel (KMP) and other Employees has been disclosed in Report on Corporate Governance, which is a part of this Report. The detailed policy may be accessed from Company’s website at the link www.jbmgroup.com

 

27. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company had formulated a Dividend

Distribution Policy (‘the Policy’). The complete Policy document is available on the Company’s website at https://www.jbmgroup.com/ investors/jay-bharat-maruti-ltd/policies

 

28. RISK MANAGEMENT:

Your Company has a well-defined and robust Risk management framework in place for managing and reporting risks. Further, a Risk

Management process has been implemented in your Company and is designed to identify, assess, mitigate and frame a response to threats that affect the achievement of its objectives.

To ensure the effectiveness of risk management framework and risk management process in the Company, the Board of Directors has formed a Risk Management and Sustainability Committee which is responsible to frame, implement, monitor and review the risk management plan of the Company and ensuring its effectiveness.

Additionally, the Risk Management and Sustainability Committee is responsible for development and implementation of Risk

Management Policy for the Company including identification therein elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Company also has a ‘Business Excellence’ department headed by senior member who is responsible for driving enterprising risk management process on ground by identifying key risks, analysis and prioritization of key risks, scrutinizing mitigation actions so that risks are mitigated based on 4T approach i.e. Terminate, Treat, Transfer and/or Tolerate.

The Audit Committee has also given additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through internal audit and mitigating actions are taken on the observations. The Internal audit covers variety key areas which includes fraud risk. The risk assessment is also conducted by insurance company & internal firms.

Details of composition, terms of reference and number of meetings held during the period under review are given in the Report on Corporate Governance, which forms a part of this report.

The Company has Risk Management Policy which can be accessed on Company’s website at https://www.jbmgroup.com/investors/ jay-bharat-maruti-ltd/policies/

 

29. DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received requisite declarations from all the Independent Directors in terms of Section 149(7) of the Act and

Regulation 25(8) and other applicable Regulations of Listing Regulations w.r.t. the confirmation that they meet the criteria of independence. Further, in terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties.

The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting of prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

Further, the Independent Directors have complied with the Code for Independent Directors as prescribed under Schedule IV of the Companies Act, 2013 and the Listing Regulations. The Board is of the opinion that the Independent Directors of the Company possess requisite proficiency, qualifications, experience and expertise and they hold highest standards of integrity.

 

30. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company with Related Parties were in the ordinary course of business and on arm’s length basis during the financial year 2024-25.

Related Party Transactions that are foreseen and repetitive in nature are placed before the Audit Committee on yearly basis for obtaining prior omnibus approval of the Committee.

All transactions with related parties were reviewed and approved by the Audit Committee and are in accordance with the Policy on

Related Party Transactions formulated by the Company. Such Related Party Transactions are subject to independent review by an external reputed accounting firm (EY) to confirm & validate the Related Party Transactions that these are at arm’s length price and in ordinary course of business as per transfer pricing rules.

During the period, all materially significant related party transactions proposed to be entered into, by the Directors or Key Managerial Personnel, which may have a potential conflict of interest by the Shareholders at the AGM of the Company, at the recommendation of the Audit Committee and the Board.

The detailed particulars of contracts or arrangements/ transactions with related parties as required under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 attached to this report as Annexure-D. Further, in accordance with Ind AS-24, detailed information on the Related Party Transactions are given under Notes to the Standalone Financial Statements.

The Policy on ‘materiality of and dealing with related party transactions’, as approved by the Board may be accessed on the Company’s website at: https://www.jbmgroup.com/investors/jay-bharat-maruti-ltd/policies/

 

31. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

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

 

32. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

 

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

No material changes have been occurred and/ or commitments have been made, during the period between end of the financial year till the date of this report, which may affect the financial position of the Company.

 

34. CORPORATE SOCIAL RESPONSIBILITY:

We firmly believe and are committed:

• towards welfare & sustainable development of the community;

• towards ethical principles, protection of human rights, care for the environment; and

• towards improving the quality of life of all stakeholders including the local community and society at large;

Under the aegis of Neel Foundation, your Company plays a pivotal role in community development with the help of NGOs and social organizations, assisting on agendas of public welfare, animal welfare and environmental concerns.

 

JBML CSR initiatives:

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

 

Project: Dimapur, for construction & renovation of JBM Dayanand Vidya Niketan, Dimapur School in Purana Bazar on Kohima Road for apprx. 24,000 sq. ft. area. This School can educate 456 students from pre-primary classes till class 10th with hostel facility for 50 students. Project: Arya Samaj, for providing basic education facilities for poor and women empowerment including distribution of utensils, clothes and food, such as: i. Sahyog - Collection, sortment, packing and distribution of clothes, books, toys, shoes, utensils etc. to needy. ii. Women Empowerment - employment generation Scheme, loan extension to needy women iii. Shiksha Kranti - Setting up and operating various educational institutions across India, as Schools, Hostels, Balwadi and otherawareness camps and workshops & Gurukul. iv. Youth Awareness - a wide range of campaigns for health and awareness, environment protection, self-defense, yoga andmeditation, women health and hygiene.

 

Other programs include:

• Construction of library in village at Surat to promote education for poor & vulnerable sections of society through M/s Kalawati Chaudhary Trust;

• For promoting healthcare by distributing wheel-chairs to 10 specially abled people at Gurgaon through M/s Special Achievers Charitable Trust;

CompanywithPromoters, • Promoting women wellness and empowerment at Delhi NCR through M/s Pinkishe Foundation for the Company at large had been approved

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

 

35. INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY:

Your Company has a well-established system of internal controls in place to ensure reliability of financial reporting, orderly and efficient conduct of business, compliance with policies, procedures, safeguarding of assets and economical and efficient use of resources. Appropriate review and control mechanisms are put in place to ensure that such control systems are adequate and operate effectively. For the fiscal year 2024-25, our Internal Auditor, M/s Sahni Natrajan & Bahl, played a pivotal role in enhancing our internal audit function.

Their recommendations have led to the implementation of industry-aligned control measures, reinforcing the robustness of our systems. Please refer Management Discussion and Analysis Report enclosed as Annexure-A for further information on Internal Financial Controls and their adequacy.

 

36. AUDITORS AND AUDITORS’ REPORT:

(A) STATUTORY AUDITOR

M/s GSA & Associates LLP, Chartered Accountants (Firm Registration No. 00257N/N500339), was appointed in 35th Annual General

Meeting as the Statutory Auditors of the Company to hold office until the conclusion of the 40th Annual General Meeting of the Company. They have audited the financial statements of the Company for the financial year under review. The observations of Statutory Auditors in their Report, read with relevant Notes to Accounts are self-explanatory and, therefore do not require further explanation. The Auditors’

Report does not contain any qualification, reservation or adverse remark.

 

(B) SECRETARIAL AUDITOR

Pursuant to provisions of Section 204 of the Act and Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

Ms. Sunita Mathur (FCS 1743), a Practicing Company Secretary carried out Secretarial Audit of the Company for the financialyear 2024-25.

The Secretarial Audit Report given by the Secretarial Auditors in Form no. MR-3 is annexed as Annexure-F and forms an integral part of this report. There is no qualification or adverse remark in thereport.

Further, the Board of Directors in its meeting held on May 22, 2025 appointed Ms. Sunita Mathur, a Peer Reviewed Company Secretary in

Practice, as Secretarial Auditor of the Company for a term of five consecutive years beginning from the Financial Year 2025-26 subject to approval of members in the ensuing Annual General Meeting of the Company.

 

(C) INTERNAL AUDITOR

M/s Sahni Natarajan and Bahl, Chartered Accountants have carried out the Internal Audit of the Company for the financial year 024-25. Further, the Board of Directors in its meeting held on May 22, 2025 re-appointed M/s Sahni Natarajan and Bahl, Chartered Accountants as Internal Auditor for the financial year 2025-26. The Company also has an efficient in-house Internal Audit department at corporate level.

 

(D) REPORTING OF FRAUDS BY THE AUDITOR

During the financial year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, which need to be disclosed in this Board’s Report.

 

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

Your Company continues its efforts to reduce energy consumption in its plants & offices. The manufacturing units are constantly encouraged to improve operational activities and maximizing production volumes and minimizing consumption of natural resources. Systems and processes have been put in place for utilization and monitoring of energy consumption for all the units. The Company has no direct exports. However, the components supplied by the Company to its customer are used in ‘Export Vehicles’.

A detailed disclosure relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under 134(3)(m) of the Act, are provided in Annexure-G to this report.

 

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

Pursuant to the provisions of Section 124(5) of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016

(‘the Rules’), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central

Government, after the completion of seven (7) years from the date of transfer to Unclaimed/Unpaid Dividend Account.

Accordingly, unpaid or unclaimed dividend amounting to Rs.8,13,452.50/- which was unpaid/ unclaimed for consecutive period of seven years was transferred to the Investor Education and Protection Fund Authority in accordance with the provisions of the Act and rules made thereunder. The details of the consolidated unclaimed/unpaid dividend as required by the Act read with Investor Education and Protection

Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules") for all the unclaimed/ unpaid dividend accounts outstanding (drawn up to the date of 37th Annual General Meeting on September 12, 2024) have been uploaded on the Company’s website. Further, the unclaimed/ unpaid dividend for the financial year 2017-18 is due for transfer to IEPF.

 

Transfer of Shares underlying Unclaimed/Unpaid Dividend

Pursuant to the provisions of Section 124(6) of the Act read with the Rules, the shares in respect of which Dividend has not been paid or claimed by the Shareholders for seven (7) consecutive years or more are also required to be transferred to the bank account of IEPF Authority.

Accordingly, Company had transferred 1,49,772 equity shares on which dividends have not been claimed for seven consecutive years in favor of IEPF authority.

In view of above, concerned Shareholders are requested to kindly claim the Unpaid/ Unclaimed Dividend before transferring the same to IEPF authority. Further in terms of the provisions of Section 124 of the Act read with the Rules, a notice has been sent to the Shareholders individually and also published in Newspaper, inviting the attention of the Shareholders to claim their Dividends.

 

39. PREVENTION OF INSIDER TRADING:

Provisions of SEBI (Prohibition of Insider Trading) Regulations, 2015 (‘PIT Regulations’) mandates the Company to formulate a Code of

Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive information and Code of Conduct for Regulating, Monitoring and Reporting of trading of shares by Insiders.

Accordingly, the Board had formulated the Code of Practice for Fair Disclosure of Un-Published Price Sensitive Information and the Code of Conduct for Regulating, Monitoring and Reporting of trading of Shares by Insiders in terms of the PIT Regulations, 2015. The objective of these Codes is to prevent misuse of Unpublished Price Sensitive Information ("UPSI") by Designated Persons and their immediate relatives. The Board has also formulated and adopted a Policy on Determination of Legitimate Purpose as per the provisions of these Regulations.

Further, the Company has also put in place adequate & effective system of with the requirements given under these regulations for prevention of insider trading.

The said Codes are uploaded on the website of the Company. You may be accessed the same on the Company’s website at: https://www. jbmgroup.com/investors/jay-bharat-maruti-ltd/policies/

 

40. 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 at Workplace in terms of the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules thereunder. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Company’s office premises or women service providers are covered under this said Policy. All employees are treated with dignity with a view to maintain a safe work environment, free of sexual harassment whether physical, verbal or psychological.

The Company has also complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Your Directors further state that during the financial year under review, there were no complaints filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaints of sexual harassment received in the year	Number of complaints disposed-off during the year Number of cases pending for more than ninety days
-	-	-

 

41. DISCLOSURE UNDER THE MATERNITY BENEFIT ACT 1961:

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

 

42. CODE OF CONDUCT:

Pursuant to the Regulation 17(5) of Listing Regulations, the Board of Directors of the Company has formulated and adopted Code of

Conduct (‘the Code’) for members of Board of Directors and Senior Management. The Code gives guidance on adherence to ethical conduct of business and compliance of law, which, inter-alia, includes the duties of independent directors as laid down in the Companies Act, 2013. The aforesaid code is also available on the Company’s website at www.jbmgroup.com In terms of the Regulation 26(3) of Listing Regulations, all the Board Members and the Senior Management personnel have compliance with the Codeforthefinancialyear 2024-25. A declaration to this effect, signed by the Executive Director & CFO forms part of the Corporate Governance Report.

 

43. AWARDS & ACCOLADES:

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

• ACMA Kaizen Competition Award

• Winner of the Best presentation award under the Sustainability criteria Kaizen • JBML have achieved 1100 incident-free days

 

44. PARTICULARS OF EMPLOYEES:

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

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

 

45. PERSONNEL:

controls and standard processes to ensure compliance Your Directors place on record their appreciation for the significant contribution made by all employees, who through their competence, dedication, hard work, cooperation and support have enabled the Company to achieve new milestones on a continual basis.

 

46. GREEN INITIATIVES:

In compliance with MCA’s General Circular No. 09/2024 dated September 19, 2024 read with Circular No. 09/2023 dated September 25, 2023, Circular No. 10/2022 dated December 28, 2022, Circular No. 02/2022 dated May 05, 2022 and circular number 20/2020 dated, May

5, 2020, issued by the Ministry of Corporate Affairs, Notice of the AGM along with the Annual Report 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depositories. Members may note that the Notice and Annual Report 2024-25 are also available on the Company’s website at www.jbmgroup.com and on the websites of Stock Exchanges i.e. BSE Limited, and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively.

 

47. GENERAL:

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

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

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

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

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

Company’s operations in future.

• As on the date of the Report no application is pending under the Insolvency and Bankruptcy Code, 2016 and the Company did not file any application under (IBC) during the Financial Year 2024-25.

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

The maintenance of Cost records has not been specified by the Central Government under subsection (1) of section 148 of the Act for the business activities carried out by the Company. Cost Audit under Companies (Cost Records and Audit) Rules, 2014 is not applicable on the Company.

Further, your Company had passed a Special Resolution for enabling the Board of Directors for issuance of securities under Section 23, 42,

62 and 71 of the Companies Act, 2013 (‘Act’) at the 37th AGM held on September 12, 2024, however, there was no need to access market for raising funds. The said Special Resolution was valid for one year. For exploring alternate funding sources, it is proposed to pass the said resolution again for raising funds through issuance of Securities in terms of Section 23, 42, 62 and 71 of the Act. The same will be placed before the members for their approval at the ensuing AGM.

 

48. ACKNOWLEDGEMENT:

Your Directors acknowledge the continued assistance, guidance and co-operation received from Maruti Suzuki India Limited, Suzuki

Motor Corporation, Japan, Suzuki Motor Gujarat Private Limited and all its other TA partners.

Your Directors also wish to express their sincere appreciation for the assistance and co-operation received from the Banks, State Government and Central Government authorities, vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services rendered by all the employees of the Company.

	For and on behalf of the Board of Directors
Place: Gurugram
Date: August 01, 2025	Surendra Kumar Arya Chairman
	DIN: 00004626