The Directors have the pleasure of presenting the 9^th Annual Report
and the audited accounts of the Company for the year ended 31^st
March 2026.

1. FINANCIAL HIGHLIGHTS

2. DIVIDEND

The Board of Directors of the Company (the Board) at its
meeting held on 27^th March 2026, declared an interim dividend of
' 4.50/- per share (90%) on 2,20,46,162 equity shares of ' 5/-
each for the year 2025-26 involving an outgo of ' 9.92 Cr. The
same was paid to the members on 23^rd April 2026.

The Board does not recommend any further dividend for the year
under consideration. The dividend pay-out is in accordance with
the Company's Dividend Distribution Policy.

The Board is not considering any transfer of amount to General
Reserves for the year under review, as it is not mandatorily
required.

3. PERFORMANCE
Indian economy:

India's real Gross Domestic Product (GDP) is estimated to have
grown by 7.7% in FY26 (source MoSPI), higher than 7.1% in FY25,
reflecting resilience in domestic demand, government capital
expenditure, and services sector strength. The manufacturing
sector continues to emerge as a key driver of growth over the
past three financial years.

Inflation is estimated to have moderated to 2.1% in FY26 (Source
RBI-Feb release), compared to 4.6% in FY25, supported by
easing food and commodity prices.

US economy:

The United States recorded GDP growth of 2.1% in 2025, down
from 2.8% in 2024, reflecting moderating economic momentum.
Inflation eased further to 2.6% in 2025 from 3.0% in 2024 (source
BLS), while consumer spending remained supportive but softened
over the year.

EU economy:

The European Union (EU27) recorded GDP growth of 1.5%
in 2025, improving from 1.1% in 2024 (source European
commission), indicating a modest recovery after a prolonged
period of stagnation. Growth remained constrained by weak
consumer demand and tight financial conditions, although easing
inflation and gradual policy support provided some lift during the
year.

Company’s Performance:

Despite the backdrop of global volatility and evolving tariff and
trade policies, the Company demonstrated resilience during
the year. Following the strategic exit of SCL's two-wheeler (2W)
business in March 2025, the overall revenue reflected a decline
of 14.7%; however, excluding the exited 2W business, the
Company achieved a healthy revenue growth of 5.7%, driven by
strong performance of the core businesses, continued customer
confidence and focused execution of new businesses. The
Company significantly improved EBITDA to 17.2% from 12.6%
in 2024-25 during the year by focusing on consolidation of plants
for manufacturing synergies, by improving productivity & quality.
The company was able to achieve this despite prolonged adverse
global macroeconomic conditions and supply chain disruptions
arising from U.S. tariff impacts.

The Company continues to focus on securing new business
opportunities to drive sustainable future growth. As part of
this strategy, the Company secured strategic orders from key
customers during the year and further expanded its customer
base by onboarding new customers in FY2025-26, strengthening
its growth pipeline and market presence.

The Company commenced full fledged operations from its new
smart mega die-casting plant at Thervoy Kandigai, Chennai,
Tamil Nadu.The plant caters to growing demand for reliable,
high quality aluminium die-cast components across powertrain,
structural, chassis, and lightweighting applications.

The plant is built on lean, green, and connected principles that
will enable manufacturing efficiencies and sustainability through
advanced robotic manufacturing cells, automated storage and
retrieval systems (ASRS), and autonomous mobile robots (AMRs),
a fully digital manufacturing ecosystem. SCL's technological
advancements are backed by its global R&D centres located in
Stuttgart, Germany and at the IIT Research Park, Chennai.

We were honoured with multiple prestigious awards and
recognitions from Cummins India, PACCAR, and Kia, in addition
to acknowledgements from the Government of India and the

Government of Tamil Nadu for excellence in Safety, Quality, ESG
practices, and overall operational performance.

The following table highlights the performance of the Company
during FY 2025-26:

*The figures of FY 2025-26 are not comparable with previous year
FY 2024-25 due to transfer of business unit at Hosur effective
31.03.2025.

The revenue of the Company is derived from Medium & Heavy
Commercial Vehicles (MHCV) segment (74%), followed by
Passenger Vehicle segment (25%) and the Two- wheeler segment
(1%).

Strategic Divestment of Land Parcel at Padi, Chennai, Tamil
Nadu

During the year, the Board of Directors approved the monetisation
of certain surplus freehold land parcels of the Company
situated at Padi, Korattur, Kakapallam and Villivakkam Villages,
Chennai District, consequent to the relocation of the Company's
manufacturing operations to SIPCOT Industrial Area, Thervoy
Kandigai. The said land forms part of the overall landholding of
the Company, and pursuant to the re-organisation approved by
the Government of Tamil Nadu, the freehold portion was permitted
to be dealt with by the Company in a manner it deems fit.

In this regard, the Company had entered into an Agreement to
Sell on 8^th January 2026 with Canopy Living LLP, a joint venture
between Arihant Foundations & Housing Limited and Prestige
Estates Projects Limited, for the sale of approximately 16 acres
of freehold land, for a total consideration of ? 558.62 crore.

The transaction was duly completed on 26^th March 2026 upon
execution and registration of the Sale Deed, and the Company
has received the entire consideration, including an advance of ?25
crore received earlier and the balance consideration aggregating
to ?533.62 crore, in full and final settlement.

The proceeds from the aforesaid sale are proposed to be utilised
primarily towards reduction of debt and strengthening of the
Company's financial position, thereby supporting its long-term
growth and profitability.

Divestment of Die-Casting Business in Hosur, Tamil Nadu

The Hosur plant, primarily engaged in the manufacture of as-
cast components for the two-wheeler segment, operated at
relatively lower margins compared to the Company's machined
components business. Considering evolving market dynamics,
customer preference for machined components, and the capital
investment required for modernization, the Company undertook

this strategic decision to enhance operational efficiency, improve
profitability, and optimise its business portfolio.

The Company undertook a strategic divestment of its high-
pressure and low-pressure aluminium die-casting businesses at
the Hosur plant, as part of its initiative to focus on core, high-value
and technology-intensive machined components catering to the
commercial vehicle and passenger vehicle segments.

In this regard, the Board of Directors, at its meeting held on 19^th
February 2025, accorded in-principle approval for the divestment
of the said business, and executed a Business Transfer Agreement
on 26^th March 2025 with Sandhar Ascast Private Limited, a wholly
owned subsidiary of Sandhar Technologies Limited, for transfer of
the Hosur undertaking on a slump sale basis as a going concern.

The aggregate consideration for the transaction amounted to
?163 crore, structured to be received in tranches, with a portion
received by the end of March 2025 and the balance consideration
received in April 2025, in accordance with the terms of the
Business Transfer Agreement.

Accordingly, the receipt of the balance consideration having been
completed during the financial year 2025-26. The proceeds from
the divestment have been utilised towards reduction of debt and
strengthening of the Company's financial position.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT
I. INDUSTRY STRUCTURE AND DEVELOPMENTIndia:

The segment wise performance in the Indian automotive industry
(Domestic sales Exports) was as below.

(Figures in ‘000 nos)

(Source: SIAM DICV internal estimate)

On the backdrop of GDP growth of 7.7%, supported by continued
policy focus from the Government of India, the Indian automobile
industry delivered strong growth in FY2025-26, with performance
remaining uneven across segments.

The passenger vehicle (PV) segment's robust performance
was supported by improved affordability following the GST rate
reduction, enhanced purchasing power from personal income tax
relief and lower financing costs due to successive repo rate cuts
by RBI.

The rollout of GST 2.0 reforms has provided a strong impetus to
domestic CV sales, with consumption demand driving new vehicle
purchases by fleet operators. The improved freight sentiment,
supported by goods movement, infrastructure, and lowered total
cost of ownership helped boost M&HCV sales in FY26.

North America & EU

The following table highlights the North American and European
truck registration figures in vehicle units:

(Source: FTR & ACEA)

North America: The Class 8 and Class 5-7 trucks sales declined
sharply in FY 2025-26 by 20% and 16% respectively, due to policy
uncertainty around tariffs, EPA emission norms cautiousness,
high interest rates and freight weakness.

EU: In the EU markets, heavy commercial vehicles (>16 Ton
category) sales displayed marginal improvement indicated a
potential recovery phase post de-growth in FY2024-25.

II. BUSINESS OUTLOOK AND OVERVIEW

Domestic demand in India is expected to remain resilient in
FY2026-27 on account of continued economic conditions. The
export business environment is expected to increase significantly
from last year, considering improved freight demand, favorable
CV replacement cycle, and lower 2025 base effect. However
challenges remain on geopolitical uncertainties around Middle
East, tariff overhang, and regulatory changes. The ease in middle
east conflict scenario is key for recovery in second half of the
year.

The Company is optimistic about its future growth considering the
following scenario in all major markets that are of interest to the
Company.

India:

In the Union Budget FY2026-27, the Government of India
maintained a strong capital expenditure push, continuing its
focus on infrastructure-led growth. Macroeconomic fundamentals
remain stable, with CPI inflation projected at ~5.1% in FY 2026¬
27, remaining within the RBI's tolerance band of 2%-6% and GDP
growth projected at ~6.6%.

Structural initiatives such as the Production Linked Incentive
(PLI) scheme and continued emphasis on semiconductor
manufacturing and localization are expected to support the
manufacturing ecosystem and drive medium-term growth for the
automotive sector.

For FY2026-27, Passenger Vehicle (PV) demand is expected
to grow in the range of ~4-6%, while MHCV growth is likely to
improve to 3-5%, supported by infrastructure spending and
replacement demand.

Global scenario:

Global growth is expected to remain subdued but stable, with
GDP growth projected at ~3.0-3.2% (source IMF), amid tight
financial conditions, ongoing geopolitical tensions, and trade
uncertainties. While inflation is easing, interest rates are expected
to remain relatively elevated

Regulatory changes, particularly emission-related norms such
as those from the Environmental Protection Agency, may lead to
pre-buy cycles, temporarily supporting vehicle demand in North
America.

North America:

The United States economy is expected to grow at approximately
2.2% in 2026, indicating a relatively moderate growth
environment compared to the previous year. While interest
rates are anticipated to ease gradually, financing conditions are
expected to remain relatively cautious, reflecting continued focus
on inflation management and economic stability.

The Class 8 truck market is expected to recover by 8-10% in
FY2026-27, following the sharp decline in FY2025-26. Demand
recovery is likely to be gradual, supported by replacement cycles
and potential regulatory-driven pre-buys.

EU:

The European Union is expected to witness a GDP growth of
~1.1% in 2026, supported by easing inflation and policy support.

The heavy commercial vehicle segment (>16T) is expected
to stabilize with low single-digit growth (~1-3%), following a
weak demand phase. However, high energy costs and lingering
industrial weakness remain key risks.

II. OPPORTUNITIES & THREATS

The Company supplies aluminium castings for commercial
vehicles and passenger cars segments of the automotive industry.

In the long term, technology changes such as stringent emission
norms, fuel economy regulations, adoption of alternate drivetrain
technologies, etc., continue to reshape industry dynamics. Global
OEMs across US and EU are accelerating the rollout of zero-
emission vehicles. This transition, coupled with an increasing
focus on light-weighting, is expected to drive higher aluminium
content per vehicle, creating structural growth opportunities. The
Company remains well positioned to benefit, supported by its
established relationships with leading OEMs across India, the
US, and the EU.

OEMs are estimating carbon footprint in every leg of their supply
chain to move towards net zero emissions and would eventually
reorganize their global purchasing strategies, which could
result in a strong push for localization to cut down their carbon
footprint. The threat to business from this potential change
in sourcing policy is mitigated as the Company has already
set up a manufacturing facility in the United States (US). The
Company is closely monitoring these developments and will act to
capitalize on business opportunities to ensure continued growth.
The Company is also taking various green initiatives across
its manufacturing sites and working to use more renewable
energy in its manufacturing processes as part of its sustainability
measures. For example, the Thervoy Kandigai plant is expected
to use more than 90% of its total energy needs through renewable
sources.

Several Indian die casting companies and OEMs have set up or
have been setting up new capacities over the past few years. The
Company will be continuing its actions to secure new businesses
to ensure better utilization of assets despite the increased
competition and cost.

Intense competition makes it extremely difficult to seek price
increases to compensate the effects of inflation bringing the
margins under severe pressure. However, the Company's supply

contracts provide for periodic price adjustments indexed to the
domestic and international prices of aluminium and this should
offer some protection against volatility of commodity prices. The
Company is practicing strong cost reduction initiatives including
VA/VE to mitigate the margin pressures.

IV. RISKS AND CONCERNS
Macroeconomic risks

Global risks remain elevated due to geopolitical tensions,
evolving trade policies and tariffs, input cost increases and policy
uncertainty across key economies. Middle East tensions continue
to drive volatility in availability and increase in prices across oil,
freight, and commodity.

Industry and Company specific risks

While, the truck sales in the US and the EU are expected to
witness recovery in FY 2026-27.

Significant unfavorable movement in prices of fuel, logistics and
key raw material, aluminium in global markets is one key factor
that can affect the profit margins of the Company.

The management is continuously monitoring the supply of key
commodities, costs of raw material & logistics to negotiate
contract prices and cost reduction measures to maintain and
improve the profit margins.

Forex

With significant exports, import of raw materials and capital
goods, the Company is always exposed to impact on account of
currency fluctuations. However, the Company has a well-defined
forex hedging policy to mitigate the risks.

Contractual

The stipulation and requirements of the automobile industry
demands high quality products. Robust quality management
systems meeting international standards like IATF 16949 are
in place to ensure excellent product quality. Additionally, the
Company has also taken appropriate recall and product liability
insurance in line with standard industry practice.

Just-in-time delivery is another important contractual obligation.
Robust quality and project management systems are in place
to avoid delay in deliveries due to quality issues or project
implementation.

The long-term agreements with key customers have been
established.

Capacity utilization

The Company adds capacity as required, in existing and new
locations, to meet the projected demand of customers. The
Company closely monitors the progress of customer projects/
volumes and appropriately deploys the assets to protect from
both underutilization and capacity shortages to meet the demand.

Risk Management Policy

The Board has established a robust Risk Management Policy
which formalizes the Company's approach to overview and
manage material business risks. The policy is implemented
through a top down and bottom-up approach for identifying,
assessing, monitoring and managing key risks across the
Company's business units.

Risks and effectiveness of their management are internally
reviewed and reported regularly to the Board. The Management
has reported to the Board that the Company's risk management
and internal compliance and control system is operating efficiently
and effectively in all material respects.

The Board is satisfied that there are adequate systems and
procedures in place to identify, assess, monitor and manage
risks. The Audit Committee also reviews reports by members of
the management team and recommends suitable action. Risk
Mitigation Policy has been approved by the Board.

V. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board is accountable for evaluating and approving the
effectiveness of the internal controls, including financial,
operational and compliance. The Company has a proper and
adequate internal control system to ensure that all the assets of
the Company are safeguarded and protected against any loss
and that all the transactions are properly authorized and recorded.
Information provided to management is reliable and timely and
statutory obligations are adhered to.

Company is strengthening the controls by leveraging technology
and centralizing processes, enhancing monitoring, and
maintaining effective tax and treasury strategies. The Audit
Committee continues to monitor the effectiveness of internal
control using new technologies that impact the financial controls
and reporting enterprise risk.

Internal Financial Controls

The Company has an established Internal Financial Control
framework including internal controls over financial reporting,
operating controls, and anti-fraud framework. The framework is
reviewed regularly by the management and tested by internal
audit team and presented to the audit committee. Based on
periodical testing, the framework is strengthened, from time to
time, to ensure adequacy and effectiveness of Internal Financial
Controls.

VI. OPERATIONS REVIEW

A. Manufacturing

The Company has been using Total Quality Management (TQM)
as the foundation of its management. The Company implemented
the best practices like Total Productivity Management (TPM)
and Lean Manufacturing (TPS) in its manufacturing facilities.
During FY25-26, the Company continued working with mentors
to improve its systems and processes. Significant aspect of the
same is to synchronize Company's operations with customer
demand. This will bring in better planning and execution system
along with control over inventories in the pipeline. It also has in
place best in-class practices for safety, pollution control, work
environment, water and energy conservation. The company will
be participating for TPM award in 2026-27.

Continuous improvement projects are implemented for
betterment of the product quality and operational efficiency in
all the manufacturing locations. Re-energizing TPM practices
helped in improving the equipment reliability and consequently
plant Overall Equipment Effectiveness (OEE). The Company has
also completed various projects towards deploying Industry 4.0
practices through connected machines. This will be scaled up
in the coming years and is expected to bring significant gains in
operational efficiencies across manufacturing locations.

The Company's journey of achieving manufacturing excellence
was recognized and rewarded by the following customers during
FY26.

• Cummins: Best Safety Practices Award

• Kia: Quality Excellence Award

• DAF: Supplier Performance Management - Leader Award

• Paccar: Best Cost Management Program Supplier Award

• Hyundai: Supplier of the Year - Quality Award

In line with the Company's vision, work is being done on
developing several futuristic technologies that will bring value to
the customer.

B. Quality

Achieving customer delight by consistently providing products
of excellent quality is the prime motto of the Company. This is
achieved through state-of-art technology, training, effective
quality system, continuous improvement, and total employee
involvement.

Poka-yokes, process audits, use of statistical tools for process
optimization and online process controls also contribute towards
improving and achieving consistency in product quality. During
the year special focus has been given on advanced statistical
methods and widespread use of Taguchi DOE methodology to
further improve the product quality. The quality system is certified
for IATF 16949 requirements. Company continued Green / Yellow
belt certifications. 42 Green Belt, 45 Yellow Belt, and 9 Task
Achieving QC Story projects were completed in FY25-26.

TQM is a way of life in the Company. 100% employee involvement
has been successfully achieved for many years.

During FY25-26, 44 TEI awards and recognitions were received.
Additionally, 237 QCC projects and 98 SIT/CFT projects were
completed using basic QC tools and statistical tools through
Quality Control Circles (QCC) and SIT/CFT teams. The average
number of suggestions implemented per employee was 42.

C. Cost management

Cost management is a continuous journey, and the Company
manages the same through rigorous deployment, monitoring,
and control of costs across all departments. Cross functional
teams are working on projects focussed on Value Added / Value
Engineering (VA/VE) and improving operational efficiency. TPM
and Lean initiatives are deployed Company-wide to achieve
reduction in manufacturing cost. Given the cost pressures due
to the current inflationary pressures, significant cross functional
team working ensured mutual cross learning and fast horizontal
deployment of ideas/projects across Companies manufacturing
locations.

D. Information Technology

Information Technology continues to play a key role in
strengthening business integration, operational visibility and
process discipline across the Company. The ERP platform serves
as the digital backbone for core functions, enabling seamless flow
of information across procurement, production, inventory, quality,
finance, sales and customer-related processes. Integration with
suppliers and customers further supports better planning, faster
coordination and improved execution across the value chain.

During the year, the IT roadmap continued to support the
Company's digital transformation journey through Industry 4.0
initiatives across selected manufacturing cells in factories. These
initiatives enable real-time monitoring, control and improvement
of manufacturing processes and product quality.

The Company has obtained ISO 27001 certification and continues
to strengthen its information security and cybersecurity framework.
In line with automotive industry requirements and best practices,
the Company is also progressing towards TISAX assessment.
As business processes and systems become increasingly
digital, continued focus is being placed on securing networks,
applications, data and operational technology environments.

At the Thervoy Kandigai mega site, the deployment of a private
5G network has strengthened secure and reliable connectivity,
supporting scalable Industry 4.0 and IoT implementations. The
private 5G network is also being leveraged for connected CCTV
surveillance and Building Management System operations,
thereby improving real-time visibility, plant monitoring, security,
operational efficiency and manufacturing process control.

The Company has also started working on Artificial Intelligence
and Machine Learning initiatives in selected critical operations.
These initiatives are aimed at improving productivity, enhancing
quality, reducing lead time and enabling better decision-making
through predictive analytics and intelligent automation.

VII. KEY FINANCIAL RATIOS

The key financial ratios are given below:

Note: The variations in the financial ratios are, inter alia,
attributable to the following factors:

(1) Sale of the as-cast, low-pressure and low-tonnage
aluminium die-casting businesses at the Hosur plant on
March 31,2025.

(2) Improvement in the current ratio consequent to repayment
of short-term borrowings.

(3) Reduction in borrowings pursuant to utilisation of proceeds
from the sale of land at Padi.

(4) Impact of the divestment of the as-cast, low-pressure and
low-tonnage aluminium die-casting businesses at the
Hosur plant on March 31,2025.

(5) Recognition of an exceptional gain of ?513.49 crore during
FY 2025-26 arising from the transfer of land.

VIII. HUMAN RESOURCE DEVELOPMENT

The Company considers employees as vital and most valuable
assets. Human Resource Development (HRD) is aligned to
business needs to enhance business performance and results.
HRD is practiced through an overall HRD framework with its
constituents as resourcing, employee engagement, performance
& compensation management, competency-based development,
career & succession planning and organization development.
Each of these constituents has a structured approach and process
to deliver. The information on the number of persons employed
have been provided in Business Responsibility and Sustainability
Report (BRSR) (Annexure VI).

As part of the long-term strategy of the Company, collaborative
education program has been initiated with three reputed
institutes to develop role-ready engineers with Company-specific
knowledge at the entry level. The Company also revamped and
launched the yellow belt and green belt programs during the year
along with various other systems-oriented training programs.
This is expected to not only help solve chronic problems faced
on the shop floor but also help in building the competency of our
engineers in structured problem solving.

Career development workshop is conducted to identify high
potential employees. Such employees are groomed for taking up
higher responsibilities. A reward and recognition systems are in
place to motivate and also provide fast track growth for the high
potential employees. The development centres is being continued
to identify and hone the talent in FY25-26.

Our engineers and executives are sponsored for advanced
study offered by both Indian and foreign institutions. Customized
technical and leadership competency improvement programs are
developed and delivered through reputed institutions.

The Company continuously measures and reports employee
engagement every year and identifies improvement areas to work
on.

An excellent industrial relations environment continues to prevail
at all the manufacturing units of the Company.

IX. ENVIRONMENT, HEALTH & SAFETY

The Company is fully committed towards employee safety. Safety
management is integrated with the overall Environment, Health
and Safety (EHS).

The Company has been certified under Integrated Management
System (IMS) combining ISO 14001 and ISO 45001 systems and
procedures.

The Company is working on its Sustainability roadmap by
engaging with a reputed external agency. The Company has
already mapped the carbon footprint of its Indian operations
and is now working on detailed roadmap with actions to achieve
carbon neutrality.

Owing to its continuous focus on ESG, the Company received

• Cummins India - Best Safety Practices award

• ESG research foundation - Prithvi Award

• Tamil Nadu Ministry - STAR Award for ESG practices

• ACMA - ESG & Safety Excellence Award

4. CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report
describing the Company's objectives, projections, estimates and
expectations may be “forward looking statements” within the
meaning of applicable securities laws and regulations. Actual
results could differ materially from those expressed or implied.
Important factors that could make a difference to the Company's
operations include, amongst others, economic conditions
affecting demand / supply and price conditions in the domestic
and overseas market in which the Company operates, changes
in the Government Regulations, Tax Laws and Other Statutes and
Incidental Factors.

5. DIRECTORS’ RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the
Companies Act, 2013, (the Act, 2013) with respect to Directors'
Responsibility Statement, it is hereby stated that -

i. in the preparation of annual accounts for the financial
year ended 31^st March 2026, the applicable Accounting
Standards had been followed along with proper explanation
relating to material departures, if any;

ii. the Directors had selected such accounting policies and
applied them consistently and made judgments and
estimates that were 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 of the Company
for the year under review;

iii. the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act, 2013 for safeguarding the
assets of the Company and for preventing and detecting
fraud and other irregularities;

iv. the Directors had prepared the accounts for the financial
year ended 31^st March 2026 on a “going concern basis”;

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

vi. the Directors had devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems were adequate and operating effectively.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company recognises social responsibility as an integral
and a crucial part of its value system. Srinivasan Services Trust
(SST), the CSR arm of the Company has been implementing
various socio economic development programs in thousands of
villages across five states of India viz. Tamil Nadu, Karnataka,
Andhra Pradesh, Maharashtra and Himachal Pradesh in the last
30 years.

SST follows an integrated, holistic and participatory approach
to village development, working in close association with the
communities and the Government. SST nudges communities
to embrace practices towards a better quality of life by ensuring
a participatory approach right from the stage of planning to
execution of activities.

SST aim is to bring about sustainable development in villages
through Total Community Involvement (TCI). SST focusses on
society building through the development of women and children,
conserving water, repairing and renovating government health
and education infrastructure and preserving the environment in
its 2,500 working villages across the country.

SST has so far facilitated in the formation of over 5000 Self-Help
Groups (SHGs) consisting of more than 60,000 women, who
have been empowered both socially and economically. More
than ? 150 crore of annual income is being generated by the
women in Self-Help Groups by engaging in livelihood activities.
During the year 2025-26, three SHGs facilitated by SST have
been honoured with the prestigious Manimegalai Award by the
Government of Tamil Nadu for empowering women and fostering
economic growth.

SST has so far renovated more than 2,400 government
infrastructures, which includes anganwadis, schools, health
centres, veterinary centres and other village community
infrastructures. SST has partnered with organisations such as
Gramalaya, Agastya International Foundation, Villmart Education
and Solutions, Shreeja Mahila Milk Producer Company,
NavSahyog Foundation, Agaram Foundation, Magic Bus
India Foundation, Care Works Foundation, National Bank for
Agriculture and Rural Development (NABARD) and Sankara Eye
Foundation to enhance the impact for the community.

More than 25,000 farmers have been benefited by its water
conservation projects like repairing, renovating and rebuilding
water conservation structures that include desilting of tanks,
channels and creation of percolation ponds. Across the working
villages over 530 water conservation projects have been
implemented. This has created an additional water storage
capacity of 169 crore litres.

SST also ensures last mile connectivity for availing the
government social security schemes and agriculture & livestock
schemes to reach the unreached population. Apart from
renovating the government health centres and conducting
regular medical camps, SST runs seven medical centres and
four mobile medical vans in its working areas. Today, through
SST's interventions, over two lakh healthcare consultations are
facilitated annually, improving access to essential health services
for rural communities.

SST has also afforested over 14,000 acres of barren areas
including degraded forests, panchayat hillocks and plains in the
last three decades. SST is working with Grassroots Research and
Advocacy Movement (GRAAM) and Anna University to carry out
social impact studies for the various projects undertaken by the
trust.

SST has won the following awards in FY 2026:

• Excellence in Domain Excellence Award in Corporate
Social Responsibility' under the 20^th CII ITC Sustainability
Awards 2025.

• 8^th ICC Social Impact Awards 2026 Rural Development was
adjudged the Runners up

• Gold Award under the category of ‘Best HR Practices in
CSR in Manufacturing and Process (Large)' in the 9^th CII
National HR Circle Competition.

• Award for ‘Best Water Conservation' from the Tamil Nadu
Water Resources Department.

As per the provisions of Section 135 of the Act, 2013 read
with the Companies (Corporate Social Responsibility Policy)
Rules, 2014, the Board of Directors constituted a Corporate
Social Responsibility (CSR) Committee and also formulated
and recommended a CSR Policy along with a list of projects/
programmes to be undertaken for CSR spending by Srinivasan
Services Trust (“SST”) and other eligible Trusts, which are falling
within the CSR activities as specified under Schedule VII to the
Act, 2013. This commitment underscores our dedication to ethical
and sustainable practices, as well as our responsibility towards
society and the environment.

Based on the recommendation of the CSR Committee, the Board
has approved the projects / programmes carried out as CSR for
an amount of Rs 1.35 Cr for undertaking similar programmes
/ projects constituting more than 2% of the average net profits
of the Company, made during the three immediately preceding
financial years, towards CSR spending for the financial year
2025-26 and the Company has met the CSR spending through
SST. Mr V Hariharan, Chief Financial Officer of the Company
has also ensured the spending through SST for financial year
2025-26. The particulars of Corporate Social Responsibility
activities carried out by the Company in terms of Section 135 of
the Act, 2013, for the financial year 2025-26 are given by way of
Annexure IV attached to this Report

It may also be noted that the CSR Committee has approved
the projects or programmes to be undertaken by the SST and
other eligible trusts for the year 2026-27, preferably in local areas
including the manner of execution, modalities of utilisation of
funds and implementation schedules and also monitoring and
reporting mechanism for the projects or programmes, as required
under the Companies (Amendment) Act, 2020.

7. FINANCIAL PERFORMANCE & POSITION OF SUBSIDIARIES
& ASSOCIATES

During the year under review, the following companies form part
as subsidiaries and associate of the Company:

SubsidiariesSundaram Holding USA Inc., USA (SHUI) & its subsidiaries

Sundaram-Clayton Limited, established Sundaram Holding USA
Inc. (SHUI) in the United States of America under the applicable
laws of the country. SHUI is engaged in the manufacture and
supply of aluminium die-cast products to existing customers and
leading global commercial vehicle manufacturers.

The establishment of SHUI aligns with the Company's strategic
objective of strengthening its presence in the North American
market by leveraging long-standing customer relationships and
capitalizing on increasing opportunities arising from customer
preference for near-shore sourcing and evolving regulatory
requirements. The initiative also supports supply-chain
localization, reduction in carbon footprint and alignment with
customers' long-term net-zero emission goals.

Based on confirmed orders received from North American
customers for the next three years, SHUI has already secured
business corresponding to nearly 100% of its current annual
installed capacity. The operations are being progressively ramped
up to meet customer requirements.

During the year under review, SHUI recorded an income of
' 276.19 crore as against ' 240.60 crore in the previous year. The
Profit/(Loss) Before Tax stood at ' (300.34) crore compared to a
loss before tax of ' (258.27) crore in the previous year, reflecting
the continued scale-up of operations and improving business
momentum.

Sundaram-Clayton (USA) Limited (SCL USA)

Sundaram-Clayton (USA) Limited (“SCL USA”), a wholly-owned
subsidiary of the Company, was established with the objective of
providing Professional Employer Organisation (“PEO”) services
to the employees of the Company.

During the year under review, SCL USA was merged with
Sundaram Holding USA Inc., USA, another wholly-owned
subsidiary of the Company, with effect from the appointed date
of 16^th December, 2025. The merger was consummated upon
receipt of the Certificate of Merger on 4^th February, 2026.

The aforesaid merger was undertaken with a view to rationalising
the corporate structure and achieving efficiencies in costs,
compliance, and legal requirements across entities.

Sundaram-Clayton GmbH, Germany

Sundaram-Clayton Limited operates Sundaram-Clayton GmbH
(SCL GmbH), Germany, as a wholly-owned subsidiary established
with the objective of strengthening the Company's engineering
and design capabilities through a dedicated engineering design
centre. The subsidiary supports the Company's global business
initiatives by enhancing product development, design support and

customer engagement capabilities, particularly for international
markets.

During the year under review, SCL GmbH recorded an income
of ' 10.56 crore as compared to ' 9.61 crore during the previous
year. The Profit/(Loss) Before Tax stood at ' 0.69 crore as against
a profit before tax of ' 0.63 crore in the previous year, reflecting
the continued expansion of engineering and design support
activities aligned with the Company's long-term growth strategy.

SCL Properties Private Limited (SCLPPL)

SCLPPL was incorporated on 22^nd July 2024 as a Wholly
Owned Subsidiary of the Company. Currently, SCLPPL is yet to
commence its business.

Associate Company

Sundram Non-Conventional Energy Systems Limited
(SNCES)

SNCES is engaged in the business of generation of power. During
the financial year 2025-26, the Company reported a total income
of ' 3.13 crore as against ' 2.79 crore in the previous year. The
profit before tax stood at ' 3.46 crore for the year under review,
as compared to ' 2.02 crore in the previous year.

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are
prepared in accordance with the provisions of Section 129
of the Act, 2013, read with the Companies (Accounts) Rules,
2014 and Regulation 33 of Listing Regulations along with a
separate statement containing the salient features of the financial
performance of subsidiaries / associates, in the prescribed form
(AOC-1). The audited consolidated financial statements together
with Auditors' Report, AOC-1 form part of the Annual Report.

The financial statements of the subsidiary companies will be
made available to the Shareholders, on receipt of a request from
any Shareholder and it has also been placed on the website of
the Company. This will also be available for inspection by the
Shareholders during the business hours as mentioned in the
Notice of AGM.

The consolidated Profit Before Tax of the Company and its
subsidiaries & associates amounted to ? 328.03 crore for the
financial year 2025-26, which includes exceptional income
aggregating to ? 513.49 crore, as compared to ? 38.87 crore in
the previous year.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL
Special Recognition to Directors of the Company:

• Our Chairman, Mr Venu Srinivasan was conferred with
CII President's Award for Lifetime Achievement at the CII
Annual Summit 2026.

• Dr. Lakshmi Venu, Managing Director, was named “100
Most Powerful Women” by Fortune India.

Changes in Directorship and Key Managerial Personnel

During the year under review, the Board of Directors, at its
meeting held on 6^th August 2025, took note of the resignation of
Mr. Ajay Kumar from the position of Chief Financial Officer of the
Company, with effect from 31^st August 2025. The Board thereafter
appointed Mr. Hariharan V as the Chief Financial Officer of the
Company and designated him as a Key Managerial Personnel,
with effect from 1^st September 2025.

The Board of Directors, at its meeting held on 2^nd January
2026, also noted the receipt of the resignation letter dated 28^th
November 2025 from Mr. Rajesh Narasimhan, Non-Executive
Director of the Company.

Further, at its meeting held on 26^th February 2026, the Board took
note of the resignation of Mr. Vivek S. Joshi from the position of
Director & Chief Executive Officer and Key Managerial Personnel
of the Company, with effect from 31^st March 2026. Based on
the recommendation of the Nomination and Remuneration
Committee, the Board approved the appointment of
Mr. R. Venkatesh as an Additional Director, designated as Director
& Chief Executive Officer and Key Managerial Personnel of the
Company, for a term of five years with effect from 1^st April 2026,
subject to the approval of the shareholders. The said appointment
was subsequently approved by the shareholders by way of an
Ordinary Resolution passed through Postal Ballot on 4th April
2026.

At its meeting held on 27^th March 2026, the Board took note
of the resignation of Mr. P. D. Dev Kishan from the position of
Company Secretary and Compliance Officer of the Company,
with effect from 5^th April 2026, and, based on the recommendation
of the Nomination and Remuneration Committee, approved the
appointment of Ms. M. Muthulakshmi as Company Secretary and
Compliance Officer with effect from 6^th April 2026.

Subsequently, at its meeting held on 30^th March 2026, upon
withdrawal of resignation by Mr. P. D. Dev Kishan, the Board
rescinded its earlier decisions relating to his relieving as Company
Secretary and Compliance Officer and the appointment of
Ms. M. Muthulakshmi to the said position.

Further, Mr R Gopalan stepped down from his position as
Chairman of the Company with immediate effect and will continue
as Non-Executive Independent Director of the Company effective
30^th March 2026. Consequent upon Mr R Gopalan, stepping down
as Chairman of the Company, Mr Venu Srinivasan, Chairman
Emeritus and Managing Director was re-designated as Chairman
and Managing Director of the Company effective 30^th March 2026.

NRC carried out evaluation of the appointed Directors before the
appointment on various parameters viz., integrity, qualification,
expertise, experience and it has satisfied itself with the positive
attributes of the Directors in accordance with the Nomination and
Remuneration (NR) Policy read with the provisions of Section 178
of the Act, 2013 and the Listing Regulations.

In terms of Section 152 of the Act, 2013, Mr R Anandakrishnan,
Director of the Company, is liable to retire by rotation at the
ensuing Annual General Meeting (“AGM”) and, being eligible, offer
himself for re-appointment. The Board recommends the same
for the approval of shareholders. Brief resume of the Director is
furnished in the Notice convening the AGM of the Company.

Independent Directors (IDs)

All IDs hold office for a fixed term of five years and are not liable
to retire by rotation.

As at 31^st March 2026, M/s R Gopalan, C R Dua, P Kaniappan
and Sasikala Varadachari are the Independent Directors of the
Company.

The terms of appointment of IDs include the remuneration
payable to them by way of fees and profit related commission, if
any.

The terms of IDs cover, inter-alia, duties, rights of access to
information, disclosure of their interest / concern, dealing in
Company's shares, remuneration and expenses, insurance and
indemnity. The IDs are provided with copies of the Company's
policies and charters of various Committees of the Board.

In accordance with Section 149(7) of the Act, 2013, all IDs
have declared that they meet the criteria of independence as
provided under Section 149(6) of the Act, 2013 and Regulation
25 of the Listing Regulations and the Board confirms that they are
independent of the management.

The detailed terms of appointment of IDs are disclosed on the
Company's website in the link as provided in page no. 83 of this
Annual Report.

All the IDs have registered with the databank of Independent
Directors developed by the Indian Institute of Corporate Affairs
in accordance with the provisions of Section 150 of the Act, 2013
and obtained ID registration certificate and renewed the same for
five years / life time, as the case may be.

Separate meeting of Independent Directors

During the year under review, a separate meeting of IDs was held
on 3^rd March 2026. All the IDs were present at the meeting and
Mr R Gopalan was the lead Independent Director.

Based on the set of questionnaires, complete feedback on Non¬
Independent Directors and details of various activities undertaken
by the Company were provided to IDs to facilitate their review /
evaluation.

IDs used various criteria prescribed by the Nomination and
Remuneration Committee (NRC) for evaluation of Non-IDs and
Executive Directors viz., M/s. Venu Srinivasan, Dr Lakshmi Venu
and Vivek S Joshi and Non-ID viz., M/s. R Anandakrishnan and
also of Chairman of the Board and the Board as a whole, for the
year 2025-26.

(a) Non-Independent Directors (Non-IDs)

IDs evaluated the performance of all Non-IDs individually, through
a set of questionnaires. They reviewed the developing strategic
plans aligned with the vision and mission of the Company,
displaying leadership qualities for seizing the opportunities
and priorities, developing and executing business plans aware
of the risks involved, establishing an effective organizational
structure, and demonstrating high ethical standards and integrity
and commitment to the organization besides participation at the
Board / Committee meetings, effective deployment of knowledge
and expertise and constructive comments/ guidance provided to
management by the Non-IDs.

They have also noted the milestones achieved by the Company
during the year under review. IDs appreciated and recorded that -

Mr Venu Srinivasan has played a crucial role in transforming the
Company into a global quality leader over the last four decades.
His commitment to excellence and adoption of a positive work
culture have helped the Company surpass global standards.

His leadership skills have enabled the Company to capitalize
on available opportunities, leading to substantial growth and his
extensive experience allows him to execute business plans while
being mindful of associated risks. He has paved the way for a
capable successor, ensuring the company's continued expansion.

Dr. Lakshmi Venu demonstrates the highest level of integrity
and consistently contributes valuable insights and alternative
viewpoints. She effectively oversees internal controls and risk
management systems within the Company. She fosters open and
interactive discussions by encouraging diverse viewpoints.

Dr. Lakshmi Venu played critical role in the Company's success,
contributing unique strengths to its growth and development and
to improve profitability.

Mr Vivek S Joshi, Director and Chief Executive Officer with his
efforts and commitment helped the Company to satisfy customer
needs.

IDs were satisfied fully with the performance of all Non-IDs.

(b) Chairman

The IDs reviewed the performance of Chairman of the Board. The
IDs placed on record their appreciation of Chairman's high level
of integrity & objectivity and judicious approach, and brings his
vast experience, helps to steer Board discussions and decisions
for the benefit of the Company and Shareholders.

(c) Board

IDs also evaluated Board's composition, size, mix of skills and
experience, its meeting sequence, effectiveness of discussion,
decision making, follow up action, so as to improve governance
and enhance personal effectiveness of Directors.

The evaluation process focused on Board Dynamics. The
Company has a Board with a wide range of expertise in all
aspects of business and outstanding diversity of the Board
with the presence of varied personalities with an expert in each
domain viz., Engineering, Finance, Marketing, Legal, Information
Technology, Administration and International trades and is
well balanced with the addition of directors, with domestic and
international experience and also from new industries.

The Company's management is well guided by the Non-Executive
Directors and Board benchmarks well in terms of its overall
composition and the value it adds to the business.

As far as shareholders' interest is concerned, IDs noted that a
proper system has been established to ensure that the Company
is prompt, relevant and transparent.

They were satisfied with the Company's performance in all fronts
and finally concluded that the Board operates with best practices.
Board composition of the Company is in compliance with the
SEBI Listing Regulations.

(d) Quality, Quantity and Timeliness of flow of Information
between the Company, Management and the Board

All IDs have expressed their overall satisfaction with the support
received from the management and the excellent work done by
the management during the year under review and also that the
relationship between the top management and Board is smooth
and seamless.

The Company is in compliance with the statutory requirements
under both the Companies Act and the Listing Regulations and all
the information provided to the Directors are very wholesome.

The information provided for the meetings were clear, concise
and comprehensive to facilitate detailed discussions and periodic
external presentations on specific areas well supplemented
the management inputs. The emerging e-technology was duly
incorporated in the overall review of the Board.

KEY MANAGERIAL PERSONNEL (KMP)

Mr Venu Srinivasan, Chairman & Managing Director, Dr. Lakshmi
Venu, Managing Director, Mr R Venkatesh, Director and Chief
Executive Officer, Mr V Hariharan, Chief Financial Officer and Mr
P D Dev Kishan, Company Secretary are the ‘Key Managerial
Personnel' of the Company in terms of Section 2(51) read with
Section 203 of the Act, 2013 as on date of this Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors (NRC)
reviews the composition of the Board to ensure an appropriate
mix of abilities, experience and diversity to serve the interests of
all stakeholders of the Company.

Nomination and Remuneration Policy was approved by the
Board at its meeting held on 11^th August 2023 and the objective
of such policy shall be to attract, retain and motivate executive
management and devise remuneration structure to link to
Company's strategic long term goals, appropriateness, relevance
and risk appetite.

NRC will identify, ascertain the integrity, qualification, appropriate
expertise and experience, having regard to the skills that the
candidate will bring to the Board / Company, whenever the need
arises for appointment of Directors / KMP.

Criteria for performance evaluation, disclosures on the
remuneration of Directors, criteria of making payments to Non¬
Executive Directors have been disclosed as part of Corporate
Governance Report attached herewith.

Remuneration payable to Non-Executive Independent
Directors

The shareholders at the Extra-ordinary General Meeting held on
27^th July 2023 approved the payment of remuneration by way of
commission not exceeding 1% of the net profits, in aggregate,
payable to Non-Executive and Independent Directors of the
Company (NE-IDs) for every year, from 1^st April 2023.

NE-IDs devote considerable time in deliberating the operational
and other issues of the Company and provide valuable advice
in regard to the management of the Company from time to time,
and the Company also derives substantial benefit through their
expertise and advice.

Evaluation of Independent Directors and Committees of
Directors

In terms of Section 134 of the Act, 2013 and the Corporate
Governance requirements as prescribed under Listing
Regulations, the Board reviewed and evaluated Independent
Directors and various Committees viz., Audit Committee, Risk
Management Committee, Nomination and Remuneration
Committee, Corporate Social Responsibility Committee and
Stakeholders' Relationship Committee, based on the evaluation
criteria laid down by the NRC.

Board has carried out the evaluation of all Directors (excluding
the Director being evaluated) and its Committees through a set a
questionnaires.

Independent Directors

The performance of all IDs were assessed against a range of
criteria such as contribution to the development of business
strategy and performance of the Company, understanding
the major risks affecting the Company, clear direction to the
management and contribution to the Board cohesion. The
performance evaluation has been done by the entire Board of
Directors, except the Director concerned, being evaluated.

The IDs were always kept informed of the constitution of robust
framework for the Company and group companies against cyber
threats and mitigation plans against cyber-attacks for business
continuity.

They also kept abreast of risk mitigation plans on Business
risks viz., depreciation of currency, global economic scenarios,
increasing material cost and global inflationary pressure.

The Board noted that all IDs have understood the opportunities
and risks to the Company's strategy and are supportive of the
direction articulated by the management team towards consistent
improvement.

On the basis of the report of performance evaluation of directors,
the Board noted and recorded that all the directors should extend
and continue their term of appointment as Directors / Independent
Director, as the case may be.

Committees

Board delegates specific mandates to its Committees, to optimize
Directors' skills and talents besides complying with key regulatory
aspects.

• Audit Committee for overseeing financial Reporting;

• Risk Management Committee for overseeing the risk
management framework;

• Nomination and Remuneration Committee for selecting and
compensating Directors / Employees;

• Stakeholders' Relationship Committee for redressing investors
grievances; and

• Corporate Social Responsibility Committee for overseeing
CSR initiatives and inclusive growth.

The performance of each Committee was evaluated by the Board
after seeking inputs from its members on the basis of specific
terms of reference, its charter, time spent by the Committees in
considering key issues, quality of information received, major
recommendations / action plans and work of each Committee.

making of all Committees. The Board reviewed each Committee's
terms of reference to ensure that the Company's existing practices
remain appropriate.

Directors continued to devote such time as is necessary for the
proper performance and effectively discharge their duties, all of
them were able to devote appropriate time to fulfill their duties.

Board and its Committees had an appropriate combination of
skills, experience and knowledge.

The current Committees structure was considered effective and
all the Committees of the Board were all considered to be working
effectively.

Recommendations from each Committee were considered and
approved by the Board prior to its implementation, wherever
necessary and there were no items where the Board had not
accepted any recommendation of any Committee of the Board in
the relevant financial year.

Details of Committees, its charter, functions are provided in the
Corporate Governance Report attached to this Report.

Number of Board meetings held:

During the year under review, the Board met eight times and
details of the meetings are provided as part of the Corporate
Governance Report prepared in terms of the Listing Regulations.

10. AUDITORS

Statutory Auditors

The Members of the Company at the 4^th Annual General Meeting
(“AGM”) held on 27^th July 2021 had appointed M/s. Raghavan,
Chaudhuri & Narayanan, Chartered Accountants, Bengaluru
(Firm Registration No. 007761S), as Statutory Auditors of the
Company to hold office for a first term of five consecutive years
from the conclusion of the said AGM till the conclusion of the
ensuing 9^th AGM, at such remuneration, in addition to applicable
taxes and reimbursement of out-of-pocket expenses, as may be
mutually agreed between the Board of Directors of the Company
and the Auditors, based on the recommendation of the Audit
Committee.

The present term of the Statutory Auditors shall conclude
at the end of the ensuing AGM. Pursuant to the provisions
of Section 139(2) of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, M/s. Raghavan,
Chaudhuri & Narayanan, Chartered Accountants, being eligible
for re-appointment, based on the recommendation of the Audit
Committee, the Board of Directors at their meeting held on 14^th
May 2026 re-appointed as Statutory Auditors of the Company for
a second term of five consecutive years, commencing from the
conclusion of the ensuing AGM till the conclusion of the 14^th AGM
to be held in the calendar year 2031, subject to the approval of the
Members of the Company.

The Company has received consent from the Statutory Auditors
along with a certificate confirming that their re-appointment, if
made, would be in accordance with the provisions of Sections
139 and 141 of the Companies Act, 2013 and that they satisfy the
criteria prescribed under the Act. The Statutory Auditors have also
confirmed that they hold a valid Peer Review Certificate issued by
the Peer Review Board of the Institute of Chartered Accountants

of India, as required under Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The Auditors' Report for the financial year 2025-26 does not
contain any qualification, reservation or adverse remark.

Secretarial Auditor

As required under Section 204 of the Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 and Listing Regulations, the Company is required to
appoint a Secretarial Auditor for auditing secretarial and related
records of the Company. The Board at its meeting held on 6^th May
2025 has appointed M/s. B Chandra & Associates, Practising
Company Secretaries, Chennai, having Firm Registration
No. P2017TN065700 as Secretarial Auditor for a term of five
years from the financial year 2025-26. Further, the shareholders
of the Company approved the said appointment at the 8^th AGM
held on 6^th August 2025.

The Secretarial Audit Report for the financial year 2025-26, given
by Mrs. B Chandra, Practising Company Secretary, Chennai, is
attached to this Report. The Secretarial Audit Report does not
contain any qualification, reservation or other remarks.

Cost Auditor

As per Section 148 of the Act, 2013 read with the Companies
(Cost Records and Audit) Rules, 2014, as amended, the cost
audit records maintained by the Company in respect of parts
manufactured by the Company covered under other machinery
specified under Customs Tariff Act heading in Table B to Rule 3 of
the above rules, are required to be audited by a Cost Auditor.

The Board of Directors based on the recommendation of the Audit
Committee at their meeting held on 6^th May 2025 appointed M/s.
C S Adawadkar & Co having Firm Registration No. 100401 as
Cost Auditor for the year 31^st March 2026 on a remuneration of
' 5,00,000/- in addition to reimbursement of travel and out of
pocket expenses, and the same was ratified by the Shareholders
at the 8^th AGM held on 6^th August 2025.

The Cost Audit report for the period ended 31^st March 2025 was
filed with the statutory authority.

Further, as recommended by the Audit Committee, the Board of
Directors at their meeting held on 14^th May 2026, re-appointed
them as Cost Auditor of the Company at a remuneration of
' 5,00,000/- payable to them for the financial year 2026-27,
subject to ratification by the Shareholders of the Company.

The Company has received consent from M/s. C S Adawadkar &
Co., Practicing Cost Accountants, to serve as Cost auditor of the
Company for the financial year 2026-27.

The Company has also received necessary certificate under
Section 141 of the Act, 2013 from them conveying their eligibility
to act as a Cost Auditor.

11. CORPORATE GOVERNANCE

The Company has been practicing the principles of good
corporate governance over the years and lays strong emphasis
on transparency, accountability and integrity.

A separate section on Corporate Governance and a certificate
from the Statutory Auditors of the Company regarding compliance
of conditions of Corporate Governance as stipulated under

the Listing Regulations form part of this Annual Report as
Annexure VII.

The Director & Chief Executive Officer and Chief Financial
Officer of the Company have certified to the Board on financial
statements and other matters in accordance with Regulation
17(8) of the Listing Regulations, 2015 pertaining to CEO / CFO
certification for the financial year ended 31 ^st March 2026.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (“Listing
Regulations”) read with relevant SEBI Circulars, new reporting
requirements on ESG parameters were prescribed under
“Business Responsibility and Sustainability Report” (‘BRSR').
The BRSR seeks disclosure on the performance of the Company
against nine principles of the “National Guidelines on Responsible
Business Conduct' (“NGRBCs”).

As per the SEBI Circulars, effective from the financial year
2022-23, filing of BRSR is mandatory for the top 1,000 listed
companies by market capitalisation. Accordingly, for the financial
year ended 31^st March 2026, the Company has published BRSR,
in the prescribed format is given as Annexure VI to this Report
and is available on the Company's website in the link as provided
in page no. 83 of this Annual Report.

13. POLICY ON VIGIL MECHANISM

The Company has adopted a Policy on Vigil Mechanism at the
Board Meeting held on 11^th August 2023 in accordance with
the provisions of the Act, 2013 and Regulation 22 of the Listing
Regulations, which provides a formal mechanism for all Directors,
Employees and other Stakeholders of the Company to report to
the management, their genuine concerns or grievances about
unethical behaviour, actual or suspected fraud and any violation
of the Company's Code of Business Conduct and Ethics.

The Code also provides a direct access to the Chairman of
the Audit Committee to make protective disclosures to the
management about grievances or violation of the Company's
Code.

The Policy is disclosed on the Company's website in the link as
provided in page no. 83 of this Annual Report.

14. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public
within the meaning of Section 76 of the Act, 2013, for the year
ended 31^st March 2026.

15. STATUTORY STATEMENTS

Information on conservation of energy, technology
absorption, foreign exchange, etc.

Relevant information is given in Annexure-I to this Report, in
terms of the requirements of Section 134(3)(m) of the Act, 2013
read with the Companies (Accounts) Rules, 2014.

Material changes and commitments, if any, affecting the
financial position of the Company, having occurred since the
end of the Year and till the date of the Report

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 to which
the financial statements relate and the date of this Report.

Significant and material orders passed by the Regulators or
Courts or Tribunals impacting the going concern status of
the Company

There are no significant and material orders passed by the
Regulators or Courts or Tribunals, which would impact the going
concern status of the Company and its future operations.

Annual Return

Copy of the Annual Return (Annexure II) in prescribed form is
available on the Company's website in the link as provided in
page no. 83 of this Annual Report, in terms of the requirements
of Section 134(3)(a) of the Act, 2013 read with the Companies
(Accounts) Rules, 2014.

Employee’s remuneration

Details of employees receiving the remuneration in excess of the
limits prescribed under Section 197 of the Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are annexed as a statement
and given in Annexure III. In terms of first proviso to Section
136(1) of the Act, 2013 the Annual Report, excluding the aforesaid
annexure is being sent to the Shareholders of the Company. The
annexure is available for inspection during business hours as
mentioned in the Notice of AGM and any Shareholder interested
in obtaining a copy of the said annexure may write to the Company
Secretary at the Registered Office of the Company.

Disclosures with respect to the remuneration of Directors and
employees as required under Section 197(12) of the Act and
Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is given as Annexure-V to
this Report.

Details of material related party transactions

There were no material related party transactions under Section
188 of the Act, 2013 read with the Companies (Meetings of Board
and its Powers) Rules, 2014. Further, all RPTs were undertaken
on an arm's length basis. Therefore, disclosure in form AOC-2 is
not applicable.

Policy on Related Party Transaction was approved by the Board
at its meeting held on 11^th August 2023.

Details of loans / guarantees / investments made

Details of loans and guarantees given and investments made
under Section 186 of the Companies Act, 2013 are given in the
Notes to the Financial Statements.

Reporting of fraud

The Auditors of the Company have not reported any fraud as
specified under Section 143(12) of the Act, 2013.

Secretarial Standards

The Company has complied with the applicable secretarial
standards as amended from time to time.

General Disclosures

During the year, there were no transaction requiring disclosure
or reporting in respect of matters relating to issue of equity
shares with differential rights as to dividend, voting or otherwise;
issue of shares (including sweat equity shares) to employees of
the Company under any scheme; pendency of any proceeding
under the Insolvency and Bankruptcy Code, 2016 and instance of
onetime settlement with any bank or financial institution.

Disclosure in terms of Sexual Harassment of Women at
workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH), the Company has an Internal Complaints Committee as
required under The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant
to the provisions of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013.

During the year 2025-26, initiatives were undertaken to
demonstrate Company's zero tolerance policy against
discrimination and sexual harassment, which included creation
of comprehensive and easy to understand training and
communication material. In addition, online workshops were also
run for the employees to enhance awareness and knowledge.

Maternity Benefit Act, 1961

Company has complied with the provisions of the Maternity
Benefit Act, 1961 and the rules made thereunder, including all
applicable obligations relating to maternity benefits for eligible
employees

16. ACKNOWLEDGEMENT

The directors gratefully acknowledge the continued support and
co-operation received from the promoters of the Company.

The Directors thank the vehicle manufacturers, vendors and
bankers for their continued support and assistance.

The Directors wish to place on record their appreciation of the
continued excellent work done by all the employees of the
Company during the year.

The Directors especially thank the shareholders for their continued
faith in the Company.

For and on behalf of the Board of Directors
Venu Srinivasan

Chennai Chairman and Managing Director

14^th May 2026 DIN: 00051523