Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

JBM Auto Limited

Meeting Details

The company is conducting a Postal Ballot through remote e-voting only, without a physical meeting. The schedule of events is as follows:

  • Cut-off date for determining eligible members: Friday, May 29, 2026
  • E-voting commencement: Thursday, June 4, 2026 (09:00 A.M. IST)
  • E-voting end: Friday, July 3, 2026 (05:00 P.M. IST)
  • Declaration of results: On or before Tuesday, July 7, 2026

Summary of Proposed Resolutions and Implications

The notice contains 12 resolutions for shareholder approval:

Item No. 1-8: Material Related Party Transactions

Eight ordinary resolutions seek approval for transactions with related parties:

1. JBM Electric Vehicles Private Limited (subsidiary) - ₹4,500 Crores

2. Ecolife Mobility EV Private Limited (step-down subsidiary/JV) - ₹3,250 Crores

3. Ecolife Mobility Vehicles Private Limited (step-down subsidiary/JV) - ₹3,250 Crores

4. Ecolife GT Mobility Private Limited (step-down subsidiary/JV) - ₹1,100 Crores

5. JBM Ecolife Mobility Haryana Private Limited (step-down subsidiary/JV) - ₹1,350 Crores

6. Between JBM Electric Vehicles and JBM Green Energy Systems - ₹1,500 Crores

7. JBM Ecolife Mobility Private Limited (subsidiary/JV) - ₹1,550 Crores

8. Neel Metal Products Limited (related party) - ₹1,500 Crores

Total value of proposed RPTs: ₹18,500 Crores

Transactions include sale/purchase of vehicles, spares, reconditioned engines, services, financial assistance, undertakings, sponsor support, comfort letters, indemnity, job work, and other related business transactions. All transactions are stated to be at arm's length and in the ordinary course of business.

Item No. 9: Pledge of Shares in JBM Ecolife Mobility Private Limited

Special resolution to authorize the Board to permit creation of pledge/charge on the company's shareholding (83%) in JBM Ecolife Mobility Private Limited (material subsidiary). This may result in reduction of shareholding below 50% or disposal of assets exceeding 20% of JBM Ecolife's total assets.

Item No. 10: Borrowing Limits under Section 180(1)(c)

Special resolution to authorize borrowing up to ₹5,000 Crores (in addition to temporary loans from bankers), superseding the previous limit of ₹2,000 Crores approved on September 26, 2022.

Item No. 11: Mortgage/Charge Creation under Section 180(1)(a)

Special resolution to authorize mortgage, pledge, or creation of charges on company assets to secure borrowings up to ₹5,000 Crores.

Item No. 12: Loans/Guarantees to Subsidiaries under Section 185

Special resolution to authorize making loans, giving guarantees, or providing security for subsidiaries/JVs/associates up to ₹5,000 Crores, superseding previous authorization.

Voting Process and Methods

The voting will be conducted entirely through remote e-voting facility provided by KFin Technologies Limited. The company has appointed Mr. Dhananjay Shukla (Managing Partner of M/s Dhananjay Shukla & Associates, Practising Company Secretaries) as the Scrutinizer.

Members have two options for remote e-voting:

1. For demat holders: Login through NSDL or CDSL depositories

2. For physical shareholders and non-individual members: Login through KFintech's platform using credentials provided via email

The notice is being sent only electronically to members whose email addresses are registered with the company/depositories/RTA.

Key Voting Outcomes

Voting results will be announced within 2 working days after the e-voting period ends (by July 7, 2026). The results along with the Scrutinizer's report will be displayed at the Registered Office, communicated to BSE and NSE, and uploaded on the company's website and KFintech's website.

Scrutinizer's Role and Findings

Mr. Dhananjay Shukla will conduct the postal ballot process in a fair and transparent manner and will submit his report to the Chairman or authorized director after completion of the remote e-voting period.

Compliance with Laws and Regulations

The notice confirms compliance with:

  • Sections 110, 108, 102, and other applicable provisions of the Companies Act, 2013
  • Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
  • Regulation 44 of SEBI Listing Regulations
  • Secretarial Standard SS-2
  • MCA Circulars dated April 8, 2020, April 13, 2020, and September 22, 2025
  • SEBI Circular dated October 3, 2024
  • SEBI Master Circular dated November 11, 2024
  • SEBI Circular dated October 13, 2025
  • Industry Standards on Minimum Information for RPT Approval

Additional Financial Information

The explanatory statement provides detailed financial information about each related party, including their business nature, relationship with JBM Auto, transaction history, and financial performance. The consolidated turnover of JBM Auto Limited for FY 2025-26 is referenced as the basis for determining materiality thresholds.

For all related party transactions, the company confirms that no defaults have been made by related parties, none are classified as NPAs or wilful defaulters, and all are technically solvent going concerns. The transactions are justified as being in the ordinary course of business, at arm's length, and in the best interest of the company to achieve operational efficiencies and synergies.