Your Directors have pleasure in presenting their Forty First (41st) Annual Report and the Audited Financial Statements for the financial
year ended March 31,2026 together with the Independent Auditor’s Report.

STANDALONE AND CONSOLIDATED FINANCIAL RESULTS:

TRANSFER TO RESERVES

Your Board has not proposed to transfer any amounts to
reserve.

DIVIDEND:

An Interim Dividend of '1.50 per Share of '1/- each (150%)
was declared and paid during the financial year under report.
After careful review, your Directors have recommended a final
dividend of '2.00 (200%), subject to necessary approval by the
shareholders.

Total dividend outgo during the year is '445.79 million as
against '363.35 million during the year 2024-25.

PARTICULARS OF DIRECTORS AND KEY
MANAGERIAL PERSONNEL APPOINTED DURING
THE FINANCIAL YEAR ENDED MARCH 31, 2026:

The Company at its Board Meeting held on February 12, 2025
has appointed Mr. Gaya Nand Gauba and Mrs. Rajni Anil
Mishra, Independent Directors with effect from April 1, 2025
and re-appointed Mr. Akhilesh Rai, Whole Time Director and
Chief Strategy Officer and Mr. Harish Hassan Visweswara,
Independent Director of the Company with effect from June 12,
2025. Requisite approvals were obtained from the Shareholders
for these appointments through postal ballot within the
prescribed time.

In terms of the provisions of the Companies Act, 2013 (the Act)
and the Articles of Association of the Company, Mr. Kula Ajith
Kumar Rai, Director of the Company, retires at the ensuing
Annual General Meeting (AGM) and being eligible, seeks
re-appointment.

The composition of the Board of Directors of the Company as on
March 31,2026 is as below:

1 Mr. Kula Ajith Kumar Rai - Executive Chairman

2 Mr. Mohan N.S - Managing Director & Group CEO

3 Mr. Akhilesh Rai - Director & Chief Strategy Officer

4 Mrs. Supriya A. Rai - Non-Executive Director

5 Mr. Harish Hassan Visweswara - Independent Director

6 Mr. Bhagya Chandra Rao - Independent Director

7 Mr. Gaya Nand Gauba - Independent Director
(w.e.f. April 1,2025)

8 Mrs. Rajni Anil Mishra - Independent Director
(w.e.f. April 1,2025)

SHARE CAPITAL:

As on March 31, 2026, the Authorized Share Capital of the
Company was '850,000,000/- (Rupees Eight Hundred and
Fifty Million) and the Paid-up Share Capital was '137,171,147
(Rupees One Thirty Seven Million One Thousand Seventy One
Hundred One Forty Seven Only).

DISCLOSURE REGARDING ISSUE OF EQUITY
SHARES WITH DIFFERENT VOTING RIGHTS AND /
OR ISSUE OF SWEAT EQUITY SHARES:

During the Financial Year under review, the Company has not
issued any Shares with Differential voting Rights and / or Sweat
Equity Shares.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacturing and
selling of automotive and other components that are considered
as single segment. There were no changes in the nature of
business during the financial year.

OPERATIONS - MANAGEMENT DISCUSSION AND
ANALYSIS:

During the year your Company completed the second tranche
of acquisition of the business of Stahlschmidt Cable Systems
(SCS), out of insolvency proceedings in Germany. Your Company
also undertook a significant restructuring and reorganization
of the international businesses following the two significant
acquisitions of LDC and SCS entities. This included relocation
of the Juarez facility to Matamoros, relocation of the operations
of Suprajit Canada, relocation of the warehouse from Germany
to Hungary, the complete shutdown of the Poland plant with
operational relocation to the Morocco plant, relocation of the
toolroom from Germany to Morocco, streamlining operations
at Suprajit Jiaxing and Suprajit Lone Star and the rightsizing of
Suprajit Germany etc. This has led to significant strengthening
of our international operations. Post the restructuring, the Q4
performance of this division has shown a marked turnaround, a
trend that is expected to continue in the current year. Significant
new business awards are also received during the year.

Your Company, on a standalone basis, recorded an operational
income of ^18,399.25 million during the financial year
2025-26 as against ^17,184.63 million during the financial
year 2024-25 recording a growth of 7.07%. Operational EBITDA
for the year was ^3,049.45 million during the financial year
2025-26 as against ^2,979.27 million during the financial
year 2024-25 recording a growth of 2.36%. The consolidated
group operational income, excluding SCS, was ^33,769.86
million for the financial year 2025-26 as against ^31,056.40
million for the financial year 2024-25 recording a growth of
8.74%. The consolidated EBITDA, excluding SCS, for the year
was ^4,432.28 million during the financial year 2025-26 as
against ^4,011.45 million during the financial year 2024-25
recording a growth of 10.49%. Consolidated EBITDA, excluding
SCS at 13.12% shows a significant improvement compared
to the previous year. With the complete restructuring of the
international business, the Q4 EBITDA margin of SCS entities
turned positive for the first time.

SUPRAJIT CONTROLS DIVISION (SCD) :

The geopolitical disruption in the Middle East, continued
conflict in Ukraine, tariff-related uncertainties, the global
shipping crisis, etc., added its impact on the performance of
this division. The silver lining has been strong order wins in the
automotive division across geographies. With plants continuing
to improve their performance during the year. The operational
revenue, grew by 10.5% and EBITDA margins improved from
9.7% to 11% excluding the SCS entity, showing robust underlying
performance.

DOMESTIC CABLE DIVISION (DCD):

DCD continued to perform well during the year, adding products
‘beyond cables’ as well for the Indian OEMs and the aftermarket.
It continues to enjoy its dominant market position in India for
cables. The operational revenue grew by 9.2% with operational
EBITDA at 16.2%.

PHOENIX LAMPS DIVISION (PLD):

PLD had a challenging year due to the significant drop in the
Middle East business for its Trifa brand due to the conflict
and the soft aftermarket business in India. Operating revenue
declined by 3%. The EBITDA margin was 12.5%, as compared to
14.8% during the previous year.

However, with the insolvency of a leading halogen manufacturer,
and the division’s strategy of ‘The Last Man Standing”, this
division is expected to do better this year.

SUPRAJIT ELECTRONICS DIVISION (SED):

SED continued to have strong growth in both revenue and
margins. SED sales grew by 21.2% and the EBITDA margins
significantly improved to 10.6% from 7.3% of the previous
year. The division continues to win new contracts for electronic
throttle controls, actuators, digital clusters, rotary sensors, etc.,
which are expected to continue the growth momentum of this
division.

SUPRAJIT TECHNOLOGY CENTRE (STC):

This innovation centre continues to focus on new product
developments in the area of braking, actuators and electronics.
STC provides product development support for the group’s
divisions including the upcoming braking division making it
the technology backbone for the group. A range of innovative
products developed at STC are at an advanced stage of testing
with customers. The new STC infrastructure is expected to be
operational during the 3rd quarter of the current fiscal year.
The technology tie-up with Blubrake is expected to develop an
innovative and low-cost ABS for the Indian market.

Suprajit Chuhatsu Control Systems Private
Limited:

This Joint Venture Company is currently assessing various
market entry strategies with two leading Japanese OEMs in
India, with certain product developments under way. One of the
Indian plants of the group has been approved by a key Japanese
customer and business enquiries have started to come in for the
Joint Venture.

CHANGE OF NOMENCLATURE OF SUPRAJIT’S
DIVISIONS:

With the major group restructuring now in place, it is considered
necessary to rename the group divisions to reflect the underlying
business dynamics. This is intended to ensure appropriate
focus on business development, customer approaches, align
manufacturing dynamics and to ensure proper attention to each
division. With this in the background, effective from the first
quarter of the current financial year, the following 4 divisions of
the group will be renamed as under:

These new divisions are same in terms of grouping for financial
disclosures, as in the past. This was done only to ensure the
proper refocus of these divisions for future performance and
changing product mix in the coming years.

OUTLOOK:

With the restructuring complete, the outlook for the year looks
satisfactory despite global uncertainties. The overall revenue
growth of the group is expected to be good. “Derisk and grow
profitably” your company’s strategy through the four divisions,
STC and the upcoming brakes division, will ensure a sustainable
profitable growth for your Company. This is further augmented
by the ‘One Suprajit Initiative’ through SAP, PLM, loT and other
initiatives across the group. Our model with onshore, near-shore
and low-cost options for customers, positions Suprajit uniquely,
to serve its customers in the most flexible way under challenging
circumstances. The overall growth is expected to be in double
digits with good EBITDA margins for the current year. The capital
expenditure for the year is expected to be ^2,000 million across
the divisions.

SALIENT FEATURE OF FINANCIAL STATEMENT OF
SUBSIDIARIES:

A separate statement in Form AOC-1, is given as Annexure-1,
which contains the salient features of the financial statements
of Subsidiaries. The Annual Accounts and related documents of
the Subsidiary Companies will be kept open for inspection at the
Registered Office of the Company. The aforesaid documents will
also be made available to the Members of the Company upon
receipt of written request from them.

CREDIT RATING:

The Company’s financial discipline and prudence are reflected
in the strong credit ratings ascribed by rating agencies as
exhibited below:

FRAUD REPORTED BY THE AUDITORS DURING
THE FINANCIAL YEAR:

Not applicable as there were no such instances during the year.

DEPOSITS:

Your Company has not invited/accepted/renewed any deposits
from public as defined under the provisions of the Companies
Act, 2013 read with the Companies (Acceptance of Deposits)
Rules, 2014. Accordingly, the Company had no deposits as on
March 31,2026.

DISCLOSURE AS PER THE COMPANIES
(ACCEPTANCE OF DEPOSITS) SECOND
AMENDMENT RULES, 2015.

The Company has not accepted any unsecured loan from the
Directors of the Company and/or relatives of the Directors
during the year under consideration.

MATERIAL CHANGES & COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY, BETWEEN THE END OF THE FINANCIAL
YEAR AND THE DATE OF THE REPORT:

There were no material changes and commitments between the
end of the financial year and the date of the Report, which affect
the financial position of the Company.

COPY OF ANNUAL RETURN:

Pursuant to Section 92(3) and Section 134(3)(a) of the Companies
Act, 2013, the Company has placed a copy of annual return
in form MGT-7 of the financial year 2025-26 on its website at
www.suprajit.com.

PARTICULARS OF LOANS, INVESTMENTS,
GUARANTEES GIVEN OR SECURITY PROVIDED BY
THE COMPANY:

During the financial year, the Company has entered into the
following pursuant to the provisions of Section 186 of the
Companies Act, 2013:

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES
REFERRED TO IN SECTION 188(1) OF THE
COMPANIES ACT, 2013:

AH related party transactions which were entered into during the
financial year were at arm’s length basis and were in the ordinary
course of business and with the omnibus approval of the Audit
Committee. There were no materially significant related party
transactions made by the Company with Promoters, Directors,
Key Managerial Personnel or other designated persons which
may have a potential conflict with the interest of the Company
at large.

All related party transactions, wherever applicable, are
placed before the Audit Committee. The quarterly disclosures
of transactions with related parties are made to the Audit
Committee. In compliance with the provisions of Section
134(3) of the Companies Act, 2013, particulars of contracts or
arrangements with related parties referred to in the provisions of
Section 188(1) of the Companies Act, 2013 are enclosed, in the
Form AOC-2, as part of this report as “Annexure- 2”.

NUMBER OF MEETINGS OF THE BOARD OF
DIRECTORS:

Meetings of the Board are held at regular intervals with a time gap
of not more than 120 days between two consecutive Meetings.
During the financial year, 4(Four) Meetings were held on May 28,
2025, August 9, 2025, November 10, 2025 and February 9, 2026.

DIRECTORS’ RESPONSIBILITY STATEMENT:

In pursuance of Section 134(3)(c) of the Companies Act, 2013,
the Board of Directors of the Company confirms and submits
that:

i. in the preparation of the annual accounts, the applicable
Accounting Standards have been followed and there have
been no material departure;

ii. the selected accounting policies were applied consistently
and the judgments and estimates made are reasonable
and prudent, so as to give a true and fair view of the state
of affairs of the Company as at March 31,2026 and of the
profits of the Company for the year ended on that date;

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

iv. the annual accounts have been prepared on a ‘going
concern’ basis;

v. adequate system of internal financial controls has been
laid down and the said system is operating effectively; and

vi. proper systems to ensure compliance with the provisions
of all applicable laws have been devised and such systems
were adequate and are operating effectively.

CORPORATE GOVERNANCE:

Being a Listed Company, necessary measures are taken
to comply with SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (LODR) as amended from
time to time. A report on Corporate Governance, along with a
Certificate of compliance from a Practising Company Secretary,
forms part of this report.

DIVIDEND DISTRIBUTION POLICY:

The Company has a Dividend Distribution Policy in place, which
is available on the website of the Company at www.suprajit.
com(http://www.suprajit.com/investors/compliance/policies-
codes/) and also annexed as Annexure-4.

RISK MANAGEMENT POLICY:

The Company has Risk Management Policy in place to
oversight in the area of financial risks and controls through
Risk Management Committee. Major risks identified by the
businesses and functions are systematically addressed through
mitigating actions on a continuing basis.

The development and implementation of Risk Management
Policy has been covered in the management discussion and
analysis, which forms part of this report. The Company has
taken Directors’ and Officers’ Liability Insurance Policy.

CORPORATE SOCIAL RESPONSIBILITY (CSR)/
SUPRAJIT FOUNDATION:

In line with Section 135 read with Schedule VII of the Companies
Act, 2013, the Board has constituted a Corporate Social
Responsibility (CSR) Committee and adopted a CSR Policy
which is based on the philosophy “Giving Back to Society”.

During the year, the Company has spent '56.82 Million
and Suprajit Automotive has spent '8.98 Million towards the
various projects undertaken by Company / Suprajit Foundation.
Annual Report on Corporate Social Responsibility (CSR)
activities provided in Annexure -5 to this report. The copy of
the CSR Policy is available on the website of the Company at
www.suprajit.com(http://suprajit.com/investors/compliance/
policies-codes/).

The Company has been active in CSR activities through Suprajit
Foundation and has undertaken various projects in the areas of
Education, Healthcare and Rural Development since 2011. Your
Directors take this opportunity to thank the honorary Trustees
of the Foundation, who continue to devote their valuable time
and energy in planning, directing, monitoring and reviewing its
activities.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

As stipulated under the Listing Regulations, the Business
Responsibility and Sustainability Report, describing the
initiatives taken by the Company from Environmental, Social
and Governance perspective is presented in a separate section,
forming part of the Annual Report.

The Business Responsibility and Sustainability Report as
required to be annexed to this report is annexed as Annexure -3.

DETAILS OF EMPLOYEES STOCK BENEFIT
SCHEMES:

The Shareholders of the Company had approved ‘SEL Employee
Stock Appreciation Rights Plan 2017’ (“ESAR 2017”) at the 32nd
Annual General Meeting of the Company held on November 11,
2017. The Company, through Nomination and Remuneration
Committee, has taken necessary steps to implement the
same. Disclosure pursuant to Regulation 14 of Securities and
Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021 is enclosed as Annexure -6.

CONSERVATION OF ENERGY:

Conservation of energy continues to be one of the highest
priority measures directly supervised by the Chief Strategy
Officer of the Company. We continue to replace / upgrade old
high power consumption equipment with new more modern
equipment, and these include the Air compressors, Diesel
Gensets, Injection molding machines etc.

The following energy conservation measures were implemented
during the year under review:

• Monitoring and regular review of power consumption,
maintaining the power factor value near 0.99 to reduce the
reactive power losses.

• A Variable Frequency Drive (VFD)-based system has been
installed in Unit 5, Unit 14, Unit 12 and Unit 16 (60 HP
compressor plants). This initiative will be extended to all
other plants in a phased manner, aligned with capacity
expansion, leading to significant energy savings.

• 1811 KW solar plant commissioned in Unit 5, Unit 7 and Unit
4. These measures have eliminated the need for installing
higher capacity generators. Net metering agreements with
TANGEDCO have also been completed.

• Planned to install higher Capacity UPS to prevent
breakdowns due to power losses in Unit 12, Unit 16 and
Unit 5.

• The Company has finalized procurement of 5.89 million
units (MU) of green energy annually through group captive
power vendors, initially for all Karnataka units and same is
implemented as on March 2026 further we are in discussion
for PLE A-1 plants 1.2 MW.

• Machines have been upgraded using Variable Frequency
Drives (VFDs) and Thyristor Power Regulators (TPRs) to
improve efficiency and reduce power consumption. A 22
kW induction motor was replaced with an 18 kW servo
motor in molding machines for additional savings.

• Periodical inspection and testing of DG sets and
transformers have been done as per Indian electricity rule
1956 by Assistant Director Electrical Safety.

• AC drives (VFD) have been installed for high-capacity
induction motors to take care of the power consumption in
AC motors.

In addition, the following new initiatives have been undertaken

during the financial year at various plants:

a. Replaced all CFL / old tube lights to LED lamps / fittings,
including solar streetlights.

b. Replaced the Air Compressors with 55 KW VFD model
Compressors in Unit 12 in the Financial Year 2025-26.

c. Installation of higher capacity UPS for reduction of scrap
and machine breakdown hours in Unit 3, Unit 15, Unit 16
and Suprajit Automotive Pvt. Ltd. Planned for Unit 2, Unit 4,
Unit 11 and Unit 14.

d . Installation of Sequence Batch Reactors (SBR) based
Sewage treatment plants (STP) in Unit 14 and Suprajit
Automotive Private Limited. Proposed for STC in 2026-27.

e. A focused effort at our Halogen bulb manufacturing
facilities to reduce consumption of gases and electricity
used to manufacture the bulbs.

RESEARCH AND DEVELOPMENT, TECHNOLOGY,
ABSORPTION, ADAPTATION & INNOVATION:

a) Research and Development (R&D):

1. The Company has a centralised Technology Centre (STC)
in Jigani, Bengaluru. STC has approximately 100 Engineers
working primarily on new product introduction, innovation,
design, development, testing and validation.

2. The Group also has design centres in all key manufacturing
locations, focusing on application specific design.

3. Rapidly conceptualises, designs, prototypes, and tests
new products.

4. Aims to create standalone product verticals for Suprajit.

5. Supports strategic growth by expanding into new markets
and technologies.

6. Speed of development remains the Company’s core
strength.

7. Suprajit uses a suite of tools to improve the quality, speed
and execution of multidisciplinary projects.

8. Use of advanced CAD, simulation, and validation tools.

9. Integrated simulation and FEA to optimise designs before
production.

10. Robust testing & validation facilities, including custom
built test rigs and vehicle level integration testing.

11. Strong supply chain process control: certified vendors,
advanced tooling, and strict quality audits.

b) Expenditure on Research and Development:

c) Technology Absorption, Adaptation, Innovation and

particulars of imported technology:

1. The Company has not imported any technology during
the financial year.

2. The Company has developed innovative products and
processes for which patents are pending.

3. The Company has successfully adopted customer’s
designs for new types of cables, halogen lamps and
other products.

GREEN INITIATIVES:

The Company has initiated a sustainability initiative with the aim
of going green and minimizing our impact on the environment.
Like the previous years, this year too, the Company is publishing
only the statutory disclosures in the print version of the
Annual Report.

FOREIGN EXCHANGE EARNINGS AND OUTFLOW:

The Company earned '2,158.14 Million and expended ' 2,319.82
Million during the financial year under review.

INDUSTRIAL RELATIONS:

Industrial relations have been cordial and constructive, which
have helped your Company to achieve production targets.

DECLARATION BY THE INDEPENDENT DIRECTORS:

The Company has received necessary declarations from each
Independent Directors pursuant to the provisions of Section
149(7) of the Companies Act, 2013, that he / she meets the
criteria of Independence laid down in the provisions of Section
149(6) of the Companies Act, 2013.

Further, the Board hereby confirms that all the Independent
Directors of the Company fulfill the conditions as specified
in SEBI (Listing Obligations and Disclosure Requirements)
Regulation, 2015 and all the Independent Directors are
independent of the Management.

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements) Regulations,
2015 (as amended from time to time), the Board has carried out
an annual performance evaluation of Independent Directors.
The Independent Directors have carried out evaluation of Non¬
Independent Directors, Chairman and all the Committees of the
Board.

FAMILIARISATION PROGRAMMES OF
INDEPENDENT DIRECTORS:

To familiarize the new inductees with the strategy, operations
and functions of the Company, the Executive Directors / Senior
Management Personnel make presentations to the inductees
about the Company’s strategy, operations, product and service
offerings, markets, organization structure, finance, human
resources, technology, quality, facilities and risk management
at the Board Meetings. The copy of Familiarization Programme
of Independent Directors is available on the website of the
Company at www.suprajit.com(http://www.suprajit.com/
investors/compliance/policies-codes/).

NOMINATION AND REMUNERATION POLICY:

Your Company has adopted a Nomination and Remuneration
Policy on Directors’ Appointment and Remuneration including
criteria for determining qualifications, positive attributes,
independence of a Director and other matters as provided
under the provisions of Section 178(3) of the Companies Act,
2013. The Policy is available at the website of the Company at
www.suprajit.com(http://suprajit.com/investors/compliance/
policies-codes/).

COMPOSITION OF AUDIT COMMITTEE:

The Company has complied with the requirements of Section
177 of the Companies Act, 2013 and Regulation 18 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations,

2015, relating to the composition of the Audit Committee. During
the financial year, the composition of the Audit Committee was
as follows:

Mr. K. Ajith Kumar Rai - Member
Mr. Harish HV - Member

Mrs. Rajni Anil Mishra - Member (w.e.f April 1,2025)

Mr. Gaya Nand Gauba - Member (w.e.f April 1,2025)

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Your Company has formulated the Whistle Blower Policy with a
view to provide a mechanism for Employees and Directors of the
Company to approach the Compliance Officers/the Chairman
of the Audit Committee of the Company in compliance with
Section 177(9) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015. Details of the Whistle Blower Policy are explained in the
Report on Corporate Governance and Whistle Blower Policy
of the Company is available on the website of the Company at
www.suprajit.com(http://suprajit.com/investors/compliance/
policies-codes/).

AUDITORS:

i. Statutory Auditors:

The Members of the Company at the 32nd (Thirty
Second) Annual General Meeting of the Company held on
November 11, 2017, appointed Messrs. S. R. Batliboi &
Associates LLP, Chartered Accountants (Firm Registration
No. 101049W/E300004) as Statutory Auditors of the
Company for a period of 5 (Five) years and in the 37th
(Thirty Seventh) Annual General Meeting, the same firm
was appointed as Statutory Auditors of the Company
for a second term of 5 (five) consecutive years i.e., from
conclusion of 37th Annual General Meeting till conclusion
of 42nd Annual General Meeting.

ii. Cost Auditors:

Messrs. G N V Associates, Cost Accountants, Bengaluru
were appointed as the Cost Auditors of your Company for
the financial year 2025-26.

iii. Secretarial Auditor:

The Members of the Company at the 40th (Fortieth) Annual
General Meeting of the Company held on September 13,
2025, appointed Mr. Parameshwar G. Bhat, a Practising
Company Secretary (Membership No. FCS 8860),
Bengaluru, as the Secretarial Auditor of the Company to
hold the office for a period of 5 (Five) consecutive years
from April 01,2025, to March 31,2030 i.e from conclusion
of 40th Annual General Meeting till conclusion of 45th
Annual General Meeting.

QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE
STATUTORY AUDITORS

There are no qualifications or adverse remarks in the Statutory
Auditors’ Report which require any explanation from the Board of
Directors. The Statutory Auditors have expressed an unmodified
opinion in the audit reports in respect of the Audited standalone
and consolidated Financial Statements for the financial year
ended March 31,2026.

Further, there are also no qualifications, reservations or adverse
remarks or disclaimers made by Secretarial Auditor in his
Secretarial Audit Report.

REGULATORY / COURT ORDERS:

There were no significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going concern
status of the Company and its future operations.

HEALTH, SAFETY AND ENVIRONMENTAL
PROTECTION (HSE):

The Company’s efforts towards reinforcing a positive safety
culture have resulted in reduction of total lost time due to
Injuries this year. Similarly, the lost Time Injury Frequency Rate
reduced from a year ago.

Further, during the financial year, no occupational illness case
was reported. Due to continued efforts to conserve water
and energy, specific water and energy consumption also got
reduced.

The Company has demonstrated its commitment to HSE by
Establishing HSE Policy, same was communicated across
the plants, Employees and interested parties (made available
through website) and all the new manufacturing plants have
been certified for Environmental Management System (ISO
14001:2015) during the year.

DISCLOSURE UNDER THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place a Sexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women
at the Workplace (Prevention, Prohibition & Redressal) Act,
2013. Internal Complaints Committee (ICC) has been set up to
redress complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees) are
covered under this Policy.

Summary of sexual harassment complaints received and
disposed of during the financial year 2025-26:

(a) number of complaints of sexual harassment received in
the year: Nil

(b) number of complaints disposed off during the year: Nil

(c) number of cases pending for more than ninety days: Nil

MATERNITY BENEFIT ACT, 1961:

The Company has complied with the provisions of the Maternity
Benefit Act, 1961, including maternity leave, nursing breaks, and
creche facilities for eligible employees.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with
Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees
of the Company, will be provided upon request. In terms of
Section 136 of the Act, the Report and Accounts are being
sent to the Members and others entitled thereto, excluding
the Registered Office of the Company during business hours
on working days of the Company up to the date of the ensuing
Annual General Meeting. If any Member is interested in obtaining
a copy thereof, such member may write to the Company
Secretary in this regard.

The ratio of the remuneration of each Director to the median
employee’s remuneration and other details in terms of Section
197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are forming part of this report as
“Annexure -8”.

SECRETARIAL STANDARDS:

The Company complies with applicable mandatory secretarial
standards issued by the Institute of Company Secretaries of
India.

CAUTIONARY NOTE:

Management Discussion and Analysis forming part of this Report
is in compliance with Corporate Governance Standards, SEBI

(Listing Obligations and Disclosure Requirements) Regulations,
2015 with the Stock Exchanges and such statements may be
“forward looking” 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 economic
conditions affecting demand/supply and price conditions in the
domestic and overseas markets/currency fluctuations in which
the Company operates, changes in the Government regulations,
tax laws and other statutes and other incidental factors.

ACKNOWLEDGEMENT:

The Directors place on record their appreciation for valuable
contribution made by employees at all levels, active support and
encouragement received from various Governmental agencies,
Company’s Bankers, Customers, vendors, distributors, Business
Associates and other Acquaintances.

Your Directors recognize the continued support extended by all
the Shareholders and gratefully acknowledge with a firm belief
that the support and trust will continue in the future.

For and on behalf of the Board

K Ajith Kumar Rai
Chairman
DIN:01160327

Place : Bengaluru
Date : May 25, 2026