Your Directors are delighted to present the Report of the Board of Directors (Report) forming part of the 72nd Annual Report of Carborundum Universal Limited (CUMI or Company) together with the Audited Financial Statements of your Company for the year ended 31st March 2026 (year under review or FY 2026).
STATE OF COMPANYS AFFAIRS AND PERFORMANCE HIGHLIGHTS
Overall Performance
FY 2026 marked a year of resilient execution by the Company amid a challenging global operating environment, characterised by tariff-related uncertainties, uneven demand recovery across geographies and increasing geo-political tension. Despite these external headwinds, the Company delivered a steady revenue growth with disciplined capital allocation and a robust cash flow, while continuing to invest in strategic initiatives aligned with its long term aspirations for transformational growth.
At a standalone level, the Company delivered a steady performance, supported by a strong export-led growth in the Electrominerals segment, as well as metalized cylinders and AI data centre-driven demand for engineered ceramics in the Ceramics segment. While the growth in the Abrasives segment was muted in the first half of the financial year, owing to a combination of factors including higher channel inventory and channel liquidity the business made a strong comeback in the second half of the year with a strong growth supported by targeted market focus initiatives and new product launches. The Company maintained a net debt-free standalone position and generated healthy free cash flows. The Refractories business delivered a balanced performance during the year despite project delays, uneven market conditions marked by uncertainty in customer investment cycles, and geopolitical challenges. The corrosion protection segment of this business emerged as a key performance driver backed by robust project orders.
During the year under review, the Company undertook its highest ever capital expenditure programme, in line with its long term aspiration, focusing on potential entry into emerging new businesses, capacity augmentation in existing businesses, technology upgrades as well as energy and sustainability initiatives. Notable initiatives include setting up of new facilities for manufacturing ceramics used in semiconductor wafer fabrication equipment as well as ceramic parts for vehicle and personnel protection in the Aerospace and Defence sectors, in addition to enhancing, fused Alumina/treated grain capacities in the Electrominerals business and expansion of Thin wheel capacities in the Abrasives business.
On a consolidated basis, while the Company recorded a revenue growth driven by all the business segments viz., Abrasives, Ceramics and Electrominerals, the growth was partially offset by under performance in certain overseas subsidiaries.
Growth in Volzhsky Abrasive Works, (VAW), the Russian subsidiary, continued to be impacted with export restrictions as the entity remains in the US Department of Treasurys Office of Foreign Assets Control (OFAC)s Specially Designated Nationals and Blocked Persons List (SDN list). The consolidated margins were impacted by margin depletion in Rhodius Abrasives, Germany primarily owing to a one-time operational transition and associated costs/price pressure in the market. CUMI Awuko, the other German subsidiary continued to underperform at both the revenue and profitability levels. The commodity price movements, exchange rate fluctuations and increasing input costs in South Africa impacted the performance of Foskor Zirconia Pty Ltd, the South African subsidiary. The detailed performance overview of the subsidiaries is provided in this Report.
At a standalone level, the performance of the business segments is more fully detailed below:
Abrasives Segment
The standalone Abrasives segment experienced performance pressure during the first half of the year, primarily due to subdued retail demand and inventory corrections at the dealer level. The retail segment showed signs of recovery in the second half of the year. The industrial and precision segments continued to perform well, supported by sustained demand from the Automotive, Manufacturing, and Infrastructure sectors.
Overall, the Company continued to focus on strengthening this business through new product development, expansion of dealer channels, redefined go-to-market strategies in industrial clusters, and a host of measures to improve cost-competitiveness, margins and collection efficiency.
Electrominerals Segment
The Electrominerals segment recorded a healthy growth, primarily driven by enhanced exports to European markets leveraging its relationship with its Abrasives and Refractory customers in the backdrop of anti-dumping duties imposed by European Union on the Chinese products fuelling the demand for alternative sources. Continued focus on value-added Alumina- based products and diversification beyond commoditised products further supported the improved performance. During the year under review, the segment made significant progress in developing transformational products for the market such as 5N Hp-SiC (High-purity Silicon Carbide). The segment has identified a technology path for manufacture of 6N purity Hp-SiC. Besides this, the business established a pilot facility for development of ceramic powders for Solid Oxide Fuel Cell (SOFC)/Solid Oxide Electrolysis Cell (SOEC) components through technology transfer from Central Glass and Ceramic Research Institute (CSIR - CGCRI). The segment also established a collaboration with a technology expert for Nitrides during the year under review.
Ceramics Segment
The Ceramics segment of the Company comprises Industrial Ceramics and Super Refractories businesses. Their performance is detailed below:
Industrial Ceramics
Industrial Ceramics provides advanced ceramics and high-performance materials for mission-critical applications across Mining and Mineral processing, Power and Energy systems, Mobility, Semiconductor manufacturing, Electronics, Aerospace and Defence. The business leverages deep materials science, application engineering and scalable manufacturing to deliver reliable performance in demanding operating environments.
Refractories
The Refractories division of the Company delivers a comprehensive portfolio of thermal protection, corrosion resistance, and composite material solutions for critical industrial applications, supported by over six decades of engineering expertise and application knowledge.
The FY 2025-26 was a year of portfolio resilience and selective growth rather than broad based expansion. While performance was impacted by deferral of projects by customers, an exceptional performance of the composite business on the back of strong execution discipline, customer proximity and faster conversion of project led opportunities provided balance and stability at the business level.
Despite market volatility, the business remained stable and resilient. Operational discipline in execution and customer service supported overall results.
Overall, profitability in the Ceramics segment remained strong, aided by a good product mix, efficient operations, and value- added products.
More detailed information pertaining to the segment-wise operational and financial performance of the Company including at a consolidated level during the year under review is provided in the Management Discussion and Analysis Report - Annexure A forming part of this Report.
Financial Performance
During the year under review, the Standalone revenues increased by 9% to 30,244 million from 27,837 million in the previous year. On a standalone basis, the Electrominerals segment grew at 11% to 9,060 million from 8,155 million in the previous year, the Ceramics segment grew at 7% to 10,001 million from 9,387 million in the previous year and Abrasives at 6% to 12,696 million from 11,954 million in the previous year.
During the year under review, the consolidated revenues stood at 51,494 million which grew by 7% from 48,335 million in the previous year driven by the Ceramics segment followed by Abrasives and Electrominerals. On a consolidated basis, the Electrominerals segment grew by 4% to 16,318 million from
15,735 million in the previous year, the Ceramics segment grew by 9% to 12,680 million from 11,601 million in the previous year and Abrasives by 5% to 22,706 million from 21,594 million in the previous year.
FINANCIAL HIGHLIGHTS
The key highlights of the Companys standalone financial performance for the financial year ended 31st March 2026 are set out in the table below:
( Rs. Million)
Particulars |
As % of Sales | 2025-26 | As % of Sales | 2024-25 | Increase % |
Sales |
- | 30,244 | - | 27,837 | 9 |
| Other Operating Income | - | 382 | - | 439 | (13) |
Revenue from Operations |
- | 30,626 | - | 28,276 | 8 |
| Other Income | - | 1,385 | - | 389 | 256 |
Total Income |
- | 32,011 | - | 28,665 | 12 |
Expenses |
|||||
| Cost of materials consumed | 42 | 12,628 | 42 | 11,582 | 9 |
| Purchases of stock- in-trade | 4 | 1,147 | 4 | 1,104 | 4 |
| Movement of Inventory | (1) | (332) | (1) | (305) | 9 |
| ( Rs. Million) | |||||
Particulars |
As % of Sales | 2025-26 | As % of Sales | 2024-25 | Increase % |
| Employee benefits expense | 10 | 3,175 | 10 | 2,903 | 9 |
| Finance Cost | 0 | 2 | 0 | 2 | (3) |
| Depreciation and amortization | 3 | 946 | 3 | 806 | 17 |
| Power & Fuel | 9 | 2,695 | 8 | 2,352 | 15 |
| Other expenses | 21 | 6,502 | 21 | 5,968 | 9 |
Total Expenses |
88 | 26,763 | 88 | 24,412 | 10 |
Profit before tax |
17 | 5,248 | 15 | 4,253 | 23 |
Profit after tax |
14 | 4,163 | 12 | 3,216 | 29 |
Total |
|||||
Comprehensive Income |
14 | 4,109 | 12 | 3,213 | 28 |
Standalone profit before tax stood at 5,248 million as compared to 4,253 million during the previous year.
An entity-wise break-up of the consolidated profit before tax and exceptional items, prior to recognising the share of results from associates and joint ventures, is set out below:
( Rs. Million)
| Particulars | 2025-26 | 2024-25 |
CUMI Standalone |
5,248 | 4,253 |
| Subsidiaries including step down subsidiaries: | ||
Indian |
||
| Net Access India Limited | 25 | 30 |
| Southern Energy Development Corporation Limited | 41 | (11) |
| Sterling Abrasives Limited | 169 | 186 |
| PLUSS Advanced Technologies Limited@ | (90) | (171) |
Foreign |
||
| CUMI (Australia) Pty Limited | 301 | 253 |
| CUMI USA Inc. # | 38 | 5 |
| CUMI International Limited | 86 | 438 |
| Volzhsky Abrasive Works | 741 | 1608 |
| Foskor Zirconia (Pty) Limited | (394) | (170) |
| CUMI America Inc. | 173 | 193 |
| CUMI Middle East FZE | (2) | (1) |
| CUMI Abrasives & Ceramics Company Limited | (7) | (10) |
| CUMI Awuko Abrasives GmbH | (788) | (603) |
| Rhodius Abrasives GmbH# | (491) | (32) |
Total of Subsidiaries |
(198) | 1714 |
| Inter Company Eliminations | (1200) | (700) |
Consolidated profit before tax, exceptional item and share of profit from Associate and Joint Ventures |
3850 | 5268 |
Exceptional Item |
(1346) | (1041) |
Consolidated profit after tax attributable to owners |
1947 | 2927 |
# Consolidated
@ Consolidated and after effecting acquisition accounting SHARE CAPITAL
The paid-up equity share capital as on 31st March 2026 was 190.49 million. The capital increased during the year by 0.07 million, consequent to allotment of shares upon exercise of Stock Options by employees under the Companys Employee Stock Option Plan 2016.
DIVIDEND & RESERVES
Considering the Companys historical dividend payout ratio, the operating performance during the year under review, and its
long-term growth and investment plans, the Board of Directors has prudently recommended a final dividend of 2.50 per equity share of 1 each for the financial year ended 31st March 2026.
Members may recall that the Board had earlier declared an interim dividend of 1.50 per equity share of 1 each in January 2026, which was paid in February 2026. Accordingly, the aggregate dividend for the year amounts to 4.00 per equity share of 1 each. Members may also note that for the year ended 31st March 2025, the aggregate dividend paid was 4.00/- per equity share of 1/- each.
The dividend paid and recommended for the year is in accordance with, and consistent with, the Companys Dividend Distribution Policy and past dividend trend.
The Board of your Company has decided to transfer an amount of 500 million to the general reserve of the Company as on 31st March 2026.
DIVIDEND DISTRIBUTION POLICY
The Company has formulated a Dividend Distribution Policy which provides a transparent framework for dividend declaration and aligns with the requirements of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), 2015 (Listing Regulations).
This Policy is accessible in the website of the Company at this link: https://www.cumi-murueappa.com/wp-content/ uploads/2019/02/dividend-distribution-policy.pdf.
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES
During the year under review, the Companys subsidiaries, associate and joint ventures operated in a very challenging global business environment marked by continuous geo-political uncertainties, tariff-related disruptions, market transitions, cost pressures, currency volatility and unstable demand conditions across markets.
Overall, the performance of the Companys subsidiaries reflects a diversified portfolio with improving resilience, ongoing corrective actions, and alignment with the Companys long-term strategic objectives.
The detailed list of subsidiaries, associate and Joint Ventures (JV) of the Company is provided below:
| S.No | Name of Entity | Subsidiary/ Associates/JV | % of shareholding |
| 1 | Net Access India Limited | Subsidiary | 100.00 |
| 2 | Southern Energy Development Corporation Limited | Subsidiary | 84.76 |
| 3 | Sterling Abrasives Limited | Subsidiary | 60.00 |
| 4 | CUMI (Australia) Pty Limited | Subsidiary | 51.22 |
| 5 | CUMI International Ltd | Subsidiary | 100.00 |
| 6 | PLUSS Advanced Technologies Limited | Subsidiary | 74.06 |
| 7 | CUMI USA Inc. | Subsidiary | 100.00 |
| 8 | Volzhsky Abrasive | Holding through | 98.07 |
| Works | subsidiary | ||
| 9 | Foskor Zirconia (Pty) | Holding through | 51.00 |
| Ltd | subsidiary | ||
| 10 | CUMI America Inc. | Holding through subsidiary | 100.00 |
| 11 | CUMI Middle East FZE | Holding through subsidiary | 100.00 |
| 12 | CUMI Abrasives and Ceramics Co., Limited | Holding through subsidiary | 100.00 |
| 13 | CUMI Awuko Abrasives GmbH | Holding through subsidiary | 100.00 |
| 14 | Rhodius Abrasives GmbH | Holding through subsidiary | 100.00 |
| 15 | Rhodius Nederland B.V. | Holding through subsidiary | 100.00 |
| 16 | Rhodius France S.A.R.L. | Holding through subsidiary | 100.00 |
| 17 | Rhodius Korea Inc. | Holding through subsidiary | 100.00 |
| 18 | Rhodius South America | ||
| Assessoria Tecnica e Comercial em Abrasivos Ltda. | Holding through subsidiary | 100.00 | |
| 19 | PLUSS Advanced Technologies B.V | Holding through subsidiary | 74.06 |
| 20 | Silicon Carbide Products LLC | Holding through subsidiary | 100.00 |
| 21 | Murugappa Morgan Thermal Ceramics Limited (MMTCL) | JV | 49.00 |
| 22 | Ciria India Limited (CIRIA) | JV | 30.00 |
| 23 | Wendt (India) Limited (WENDT) | Associate | 37.50 |
HIGHLIGHTS OF FINANCIAL AND OPERATIONAL PERFORMANCE OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES
During the year under review, Volzhsky Abrasive Works (VAW), the Companys subsidiary in Russia, reported revenues of RUB 6,084 million as compared to RUB 9,403 million in the previous year, reflecting the impact of challenging operating conditions for the first full year of operation since its inclusion in the OFACs SDN list. The focus shift for this subsidiary is on domestic business in view of the prevailing conditions. VAW recorded a profit before tax of RUB 671 Million against RUB 1,777 million in FY 2024-25 (without exception) on account of restricted exports in the backdrop of challenging geo-political tensions.
CUMI (Australia) Pty Limited achieved a revenue growth from AUD 33 million in the previous year to AUD 36.3 million during the year under review. Despite a slowdown in the mining sector, the subsidiary witnessed good traction in project orders from key customers which helped the subsidiary achieve a profit after tax of AUD 3.6 million, compared to AUD 3.2 million in the previous year.
Sterling Abrasives recorded a revenue growth of 1.6%, with total sales of 1,360 million as compared to 1,338 million in the previous year. The profit after tax declined to 126 million, from 142 million in the previous year. While the domestic market, particularly the industrial segment, performed well, the export business was adversely impacted by tariff-related challenges in the U.S. market which led to the decline in profitability.
CUMI America Inc. reported sales of USD 17 million during the year under review, compared to USD 19 million in the previous year, largely due to the adverse impact of reciprocal tariffs announced by USA. The Company recorded a profit after tax of USD 1.4 million compared to a profit of USD 1.7 million in the previous year primarily owing to the tariff impact.
CUMI Middle East FZE recorded a decline in total income from USD 0.15 million to USD 0.13 million during the year under review. The subsidiary reported a loss of USD 0.02 million as at the same level of previous year. The performance is attributed largely owing to a change in its business model early during the year.
Southern Energy Development Corporation Limited (SEDCO), the power generation subsidiary of the Company, reported revenues of 155 million, as against 297 million in the previous year. The subsidiary had exited completely the gas based power business by end of December 2024 and hence the revenues during the year was driven by its solar business. The subsidiary recorded a profit after tax of 40 million, compared to a loss after tax of 11 million in the previous year, driven by effective project execution in its solar business and improved operating efficiencies.
Net Access India Limited, which provides IT facility management and other allied IT services grew 2.9% from 597 million to 614 million. The profits fell from 22.9 million to 18.6 million due to decline in revenue segments yielding high margins and increased operating expenses.
Silicon Carbide Products Inc. (SCP), USA, which specialises in the manufacture of high-quality Nitride Bonded Silicon Carbide (NbSiC) products recorded a good performance in the first full year since its acquisition during FY 2025. The subsidiary recorded revenues of USD 4.7 million and profit after tax of USD 0.3 million owing to the favourable product mix and effective cost management by the subsidiary.
CUMI International Limited, Cyprus recorded a dividend revenue of USD 0.5 million as against USD 4.4 million during the previous year.
PLUSS Advanced Technologies Limited recorded a revenue growth of 21.8% at a consolidated level from 806 million to
981 million. The subsidiary delivered Profit after tax of 18 million as against a loss after tax of 36 million during the previous year due to revenue growth which was primarily driven by growth in Polymer and Phase Change Material (PCM) businesses resulting from successful execution of strategic projects, newer opportunities and expanded market presence.
CUMI Awuko Abrasives GmbH (CAAG), delivered a flat revenue of €10.5 million in FY 26 as compared to €10.1 million during the previous year. The loss after tax is €18.6 million (including closure costs) in FY 26 against €10.2 million in FY 25. Considering the consistent underperformance of the subsidiary, a strategic review of the business was conducted towards end of the financial year. The continuous underperformance is attributed to several factors including a combination of structural and external factors viz. product and market conditions, global overcapacity & pricing pressure, geopolitical and macroeconomic pressures, increasing energy costs etc. After a review of the subsidiarys ability to turnaround, the parent - CUMI International Limited, decided to initiate closure of CAAG through a voluntary winding up process subject to the applicable laws in Germany.
Rhodius Abrasives GmbH, Germany, de-grew from a net revenue of €66.7 million in FY 2025 to €60.8 million in FY 2026. Rhodius incurred a loss after tax of €2.6 million against a loss after tax of €0.2 million in last year. The topline was impacted by a slew of factors including low market demand, transition in the logistic service providers, while the profitability was adversely impacted owing to increasing input costs in particular raw material & energy as well as severe pricing pressure.
Foskor Zirconia (Pty) Limited (FZL), South Africa, recorded revenues of ZAR 461 million, compared to ZAR 415 million in the previous year, representing a growth of 11.2%, primarily driven by higher sales volumes. However, the subsidiary reported a loss after tax of ZAR 160 million (including write down of various assets), as against a loss after tax of ZAR 27 million in the previous year primarily owing to the escalation in electricity/other input costs in South Africa and writing down of various assets. This coupled with intensifying global competition and foreign exchange fluctuations have made the operations unsustainable. FZL has not been able to achieve sustainable profitability since FY 2013, despite several strategic and operational restructuring initiatives undertaken in the past. The subsidiarys turnaround initiatives have been adversely impacted by prevailing market conditions, making continuation of operations unviable. Accordingly, the Board of the subsidiary, based on its Managements submission, has concluded that it is not in a position to continue operations and there is no realistic alternative and would be seeking requisite approvals in this process.
CUMI Europe s.r.o., Czech Republic, a step-down wholly owned subsidiary of the Company originally set up for marketing activities in Europe ceased operating during the year 2018. During the year under review, the voluntary de-registration of CUMI Europe s.r.o. was completed as per the Czech Republic laws.
CUMI Abrasives and Ceramics China Limited (CACCL), China is undergoing the process of de-registration as reported in the previous Boards Report of the Company and no operations were conducted in this subsidiary.
MMTCL, joint venture company recorded a sales of 2,562 million during the year, compared to 2,523 million in the previous year. The sales to customers went up by 4% while the sourcing by the Parent company from MMTCL came down resulting in a marginal growth of 1.5%. The subdued growth of topline resulted in lower profit of 410 million versus 477 million in last year. The Company expects a strong recovery in the coming year as project execution normalises.
CIRIA India recorded revenue of 1,106 million during the year, compared to 1,309 million in the previous financial year due to delayed project executions owing to factors at the customer-end such as site readiness on account of rescheduling of shutdowns. Profit after tax also reduced to 189 million from 234 million last year. The margins were affected by an unfavourable business mix, and by fulfilment of older orders at higher cost structures than expected. The Company remains focused on improving cost competitiveness, supported by a healthy order and enquiry pipeline.
Wendt had a muted growth of 1.2% to 2,339 million as compared to 2,311 million of last year on account of decreased exports and de-growth in machine building business. The margins were impacted during the year and the associate made a Profit after tax of 146 million as compared to 395 million during previous year. The profit erosion at consolidated level was primarily on account of expenses related to the newly formed subsidiary Wendt GmbH Germany. During the year, the German joint venture partner sold its entire stake of 37.5% held in the entity through an offer for sale mechanism on the floor of the stock exchanges. Effective 14th May 2025, Wendt India ceased to be a joint venture following the exit of Wendt Gmbh from its shareholding. Currently, the entity is an associate of the Company.
The Report on the performance and financial position of each of the subsidiaries, associate and joint venture companies included in the Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this Annual Report.
INTERNAL FINANCIAL CONTROLS
The Company has established adequate internal financial controls both with reference to the financial statements as well as non-financial operating controls, which are commensurate with the size, scale and complexity of operations. The internal financial control framework ensures the orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.
The internal control systems are supported by clearly defined policies, procedures and authority matrices and are periodically reviewed by the management and the Audit Committee. The Company has an internal audit function supported by an external internal auditor. They evaluate the adequacy and operating effectiveness of the internal controls across the Company and report the findings to the Audit Committee, along with management responses and corrective actions taken.
During the year, the Board, on the recommendation of the Audit Committee had appointed M/s. R.G.N. Price & Co, Chartered Accountant as Internal Auditors of the Company.
Based on the assessment carried out by the management, internal audit reviews, and the audit conducted by the statutory auditors, the Board is of the opinion that the internal financial controls and internal control systems were adequate and operating effectively during the year under review.
A detailed analysis on the Framework, Systems, Testing and the role of Internal Audit Team and the Audit Committee of the Company on the Internal Controls of the Company is provided in the Management Discussion and Analysis Report - Annexure A forming part of this Annual Report.
RELATED PARTY TRANSACTIONS (RPT)
Policy on Related Party Transactions
In line with the requirements of the Companies Act, 2013 (Act) and Regulation 23 of the Listing Regulations, the Company has a Policy for dealing with related parties. This Policy was last revised during the FY 2025-26 in line with the amendments introduced to the Listing Regulations by SEBI during the year.
The Policy on Related Party Transactions (RPT) of the Company is accessible on the website of the Company at this following link: https://www.cumi-murueappa.com/wp-content/
uploads/2026/02/RPT-Policy-CUMI.pdf
Regulatory Requirement
The transactions of the Company with related parties during the year under review were broadly in the nature of sales, purchases, dividend income, management fees and other transactions including investments/corporate guarantees. All RPTs entered during the year under review by the Company were in the ordinary course of business at arms length basis and in compliance with the provisions of the Act, the Listing Regulations, the Policy for dealing with related parties of the Company and the applicable Indian Accounting Standards.
Review & Approval Process
The Company reviews its RPTs duly factoring the processes and procedures established in line with the regulatory requirements. The Company duly updated its reporting mechanism of RPTs in line with the Industry Standards dated 14th February 2025 for disclosures relating to RPTs which came into effect from
1st September 2025. During the year under review, all the relevant stakeholders including the subsidiary companies both domestic and overseas were trained on this updated requirement and awareness sessions were held for aligning the reporting mechanism to the regulatory requirement as per Industry Standards.
The details of transactions proposed to be entered into with related parties are placed before the Audit Committee for approval on an annual basis before the commencement of the financial year. Thereafter, a statement containing the nature and value of the transactions entered into by the Company with related parties is presented for quarterly review by the Committee. Further, revised estimates or changes, if any to the proposed transactions for the remaining period are also placed for approval by the Committee on a quarterly basis. Besides, the RPTs entered during a year are also reviewed by the Board on an annual basis.
As detailed above, prior approval of the Audit Committee is obtained on a quarterly basis for transactions that are foreseen and are repetitive in nature. Omnibus approvals in respect of transactions that cannot be foreseen are also obtained as permitted under the applicable laws from the Audit Committee and the usage of these limits are periodically reviewed. The list of related parties is reviewed and updated periodically as per the prevailing regulatory requirements.
At the Audit Committee meeting held on 19th March 2025, the estimated transactions for the FY 2025-26 of the Company and subsidiary companies with their related parties as well as those envisaged with the related parties of the Company were placed before the Audit Committee of the Company.
At the Audit Committee meeting held on 23rd March 2026, the estimated transactions for the FY 2026-27 of the Company and subsidiary companies with their related parties as well as those envisaged with the related parties of the Company were placed before the Audit Committee of the Company.
The approval of estimates and revisions to this list of transactions is conducted in the subsidiary companies in the same manner as done for the parent Company (detailed above). The details in the new format as specified under the Industry standards were provided for the transactions approved by the Audit Committee after 1st September 2025.
Form AOC-2
All transactions with related parties under the Act, entered during the year under review were in the ordinary course of business at arms length and hence, no particulars are required to be entered in the Form AOC-2. Further, all transactions entered into with related parties during the year under review even at arms length basis in the ordinary course did not exceed the thresholds prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014 or Listing Regulations or the Companys Policy
in this regard and hence, no disclosure was required to be made in Form AOC-2. Accordingly, there are no contracts or arrangements entered into with related parties during the year under review to be disclosed under Sections 188(1) and 134(3) of the Act in Form AOC- 2. Form AOC-2 is enclosed as Annexure B to this report.
During the year under review, there were no materially significant RPTs made by the Company with its Promoters, Directors, Key Managerial Personnel or their relatives which may have a potential conflict with the interest of the Company at large.
None of the Directors and KMPs had any pecuniary relationship or transaction with the Company other than those relating to remuneration in their capacity as Directors/Executives and corporate action entitlements in their capacity as shareholders of the Company.
AUDITORS AND AUDIT REPORTS Statutory Auditors
In line with the requirements of the Act, the Company with the approval of the shareholders at the Annual General Meeting held on 1st August 2022, had re-appointed M/s. Price Waterhouse Chartered Accountants LLP (Reg. No. FRN 012754N/ N500016) (PW) as the Statutory Auditors of the Company to hold office from the conclusion of 68th Annual General Meeting until the conclusion of the 73rd Annual General Meeting (AGM) to be held in FY 2027-28 at a remuneration of 62,50,000/- (excluding out of pocket expenses incurred by them in connection with the Audit and applicable taxes) for the FY 2022-23. The remuneration is decided by the Board for the subsequent years based on the recommendation of the Audit Committee. The remuneration paid to the Auditors for statutory audit in the FY 2025-26 is 89,00,000/- (excluding out of pocket expenses incurred by them in connection with the Audit and applicable taxes).
As required under Regulation 33 of the Listing Regulations, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Report given by M/s. Price Waterhouse Chartered Accountants LLP on the Financial Statements of the Company for the year ended 31st March 2026 is provided in the financial section of this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Auditors in their report.
The Auditors have in their Consolidated Report provided an emphasis of matter with respect to the business unviability of the subsidiaries of the Company viz., CUMI Awuko Abrasives GmbH, Germany and Foskor Zirconia Pty Limited, South Africa and its impact on the financial statements. The rationale for the same has been provided in this Report under section "HIGHLIGHTS OF FINANCIAL AND OPERATIONAL PERFORMANCE OF SUBSIDIARIES, ASSOCIATE AND JOINT VENTURES".
The comment made by the Auditors in their Report on the standalone financial statements and the explanation to the same by Company is given below:
Auditors Comment |
Explanation |
| In respect to an accounting software of a third party service provider used for maintaining certain records, in the absence of the service organisations auditors report, the auditors are unable to comment on the audit trail (edit log) feature in the aforesaid accounting software. | Audit log functionality has been established at both the application and database levels for the third-party software. Further enhancements are being undertaken to augment database-level audit traceability through the capture of old and new value changes, thereby strengthening system controls, governance, and monitoring capabilities. |
During the year under review, the Auditors have not reported any matter under Section 143(12) of the Act, and hence there are no details to be disclosed under Section 134(3) (ca) of the Act.
Cost Auditors
In line with the requirements of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of products of the Company covered under CETA categories like Organic and Inorganic chemicals, Electrical or Electronic machinery, Steel, Plastic and Polymers, Ores and Mineral products, other Machinery, Base Metals etc. The cost accounting records so maintained by the Company are required to be audited.
Based on the recommendation of the Audit Committee, the Board of Directors of the Company had appointed M/s. S Mahadevan & Co. (Firm No. 000007), Cost Accountants, Chennai to conduct the audit of the cost accounting records maintained by the Company for FY 2025-26 at a remuneration of 5,00,000/-. Further, M/s. S Mahadevan & Co have been re-appointed by the Board to conduct the cost audit for the FY 2026-27 at the same remuneration of 5,00,000/- plus applicable taxes excluding out of pocket expenses incurred in connection with the audit.
The provisions of the Act mandates that the remuneration payable to the Cost Auditor is to be ratified by the shareholders. Accordingly, a resolution seeking the shareholders ratification of the remuneration payable to the Cost Auditor for the FY 2026- 27 is included in the Notice convening the 72nd Annual General Meeting.
Secretarial Auditor
In line with the requirement of Regulation 24A the Listing Regulations pertaining to appointment of Secretarial Auditor, the shareholders of the Company at the 71st Annual General Meeting of the Company had approved the appointment of
M/s. Sridharan & Sridharan Associates as the Secretarial Auditor of the Company to hold office for a term of five (5) consecutive years from FY 2025-26 to FY 2029-30. Accordingly, M/s. Sridharan & Sridharan Associates, Practising Company Secretaries, Chennai is the Secretarial Auditor of the Company. The Secretarial Audit of the Company for the FY 2025-26 has been conducted by the Secretarial Auditor and the Secretarial Audit Report is annexed to and forms part of this Report as Annexure C.
The details of the qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in the Secretarial Audit Report and the explanations to the same by Company are given below:
Auditors Comment |
Explanation |
| Consequent to the resignation of Mr. Sushil Bendale, as the Chief Financial Officer, with effect from the close of business hours on 26th September 2025, the Company has not filled the resultant KMP vacancy within the prescribed timelines as per Section 203(4) of the Companies Act, 2013 and Regulation 26A(2) of SEBI Listing Regulations. | Mr. Sushil Bendale, CFO and Key Managerial Personnel stepped down from services of the Company at the close of business hours on 26th September 2025. The position remains vacant as at 31st March 2026, and the Company is in the process of identifying a suitable candidate in terms of the Senior Management criteria determined by the Board. Since the position became vacant, internal and external candidates were evaluated and a few have been shortlisted. The process for identifying and appointing a suitable candidate for this key position is in progress and will be completed shortly subject to the offer acceptance process. |
In terms of Regulation 24A of the Listing Regulations, the Company does not have a material unlisted subsidiary incorporated in India. Material unlisted subsidiary for the purpose of the above mentioned Regulation is a subsidiary whose turnover/net worth exceeds 10% of the consolidated turnover/net worth respectively of the Company and its subsidiaries in the immediately preceding accounting year. Hence, there is no requirement for a Secretarial audit to be conducted under Regulation 24A for any of the subsidiaries of the Company in India.
LOANS, GUARANTEES, DEPOSITS AND INVESTMENTS
The particulars of loans, guarantees and investments covered under Section 186 of the Act are given below:
( Rs. Million)
| Description | As on 31.03.2025 | Movement (Net of Deletions) | As on 31.03.2026 |
| Loans given by the Company | 0 | 0 | - |
| Corporate guarantee given by the Company | 400.50 | 2,267.63 | 2,668.13 |
| Investments made by the Company * | 10,995.57 | -2.67 | 10,992.90 |
*includes fair valuation effect. Excludes an investment of 79.6 million in M/s. Grian Energy Private Limited (GEPL) for accessing the Contracted Capacity of around 10 MW in the Captive Power Plant of GEPL.
During the year under review, the Company has not accepted any fixed deposits from the public falling under Chapter V of the Act read with the Companies (Acceptance of Deposits) Rules, 2014. As on the Balance Sheet of 31st March 2026, there were no deposits which were unpaid or unclaimed or due for repayment. Hence, there has been no default in repayment of deposits or payment of interest thereon. Further, during the year under review, the Company has not accepted any deposits which are not in compliance with the requirements of Chapter V of the Act.
BOARD, COMMITTEES AND KEY MANAGERIAL PERSONNEL
Board of Directors and Key Managerial Personnel
Composition of Board of Directors
As at 31st March 2026, the Board of the Company comprised 7 (Seven) Directors, of which majority 4 (Four) are Independent Directors, 2 (Two) are Non-Executive Non-Independent Directors and 1 (One) is the Managing Director.
Mr. Muthiah Murugappan, Director (DIN: 07858587), retires by rotation at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. A proposal for his re-appointment is included in the Notice convening the 72nd Annual General Meeting for consideration and approval by the shareholders.
The Company deeply mourns the demise of Ambassador P. S. Raghavan who had been a Non-Executive Independent Director of the Company since 9th May 2017. Owing to his demise on 24th November 2025, Ambassador Raghavan ceased to be a Director of the Company. The Board places on record its profound gratitude and sincere appreciation for the invaluable guidance, counsel and contributions made by him during his tenure.
Following the change in the Board composition arising due to the demise of Ambassador Raghavan, Ambassador D.B. Venkatesh Varma was appointed by the Board of Directors as
a Non-Executive Independent Director w.e.f 4th March 2026 based on the recommendation of the Nomination and Remuneration Committee.
Ambassador D. B. Venkatesh Varma is a former Indian Foreign Service officer (1988-2021) with deep expertise in Indias foreign policy, security, defence, and civil nuclear affairs. He served in the Ministry of External Affairs, the Prime Ministers Office, the Office of the External Affairs Minister, and was Indias Ambassador to the Conference on Disarmament in Geneva, to Spain, and to the Russian Federation until October 2021. A key member of the Indian negotiating team for the India-US Civil Nuclear Initiative, he has extensive experience in nuclear, missile, space, and disarmament issues and received the S.K. Singh Award for Excellence in the IFS in 2011. He holds an M.Phil in International Relations from Jawaharlal Nehru University and has lectured widely at leading international & Indian diplomatic and defence institutions. Ambassador Varma is a Distinguished Fellow at the Vivekananda International Foundation, visiting/adjunct Professor at several academic institutions, a Member of Indias National Security Advisory Board since April 2025, and currently serves as Chair of the UN Secretary-Generals Advisory Board on Disarmament Matters.
On 15th April 2026, vide a postal ballot process conducted as per the applicable provisions of the Act and Listing Regulations, the shareholders of the Company have approved the appointment of Ambassador D.B. Venkatesh Varma as an Independent Director of the Company not liable to retire by rotation, to hold office for a term of 5 consecutive years from 4th March 2026.
The current Board composition is in alignment with the requirements of the Listing Regulations.
Independent Directors
The Company has received declarations from all its Independent Directors as at 31st March 2026, confirming that they meet the criteria of independence prescribed both under the Act and the Listing Regulations. In the opinion of the Board, all the Directors appointed/re-appointed during the year under review are persons with integrity, expertise and possess relevant experience in their respective fields. The skill matrix of the Board is detailed in the Corporate Governance Report - Annexure D forming part of this Annual Report.
All the Independent Directors of the Company have registered their names in the Independent Director Databank as required under the Companies Act, 2013 and the Rules referred therein. The completion of the online proficiency self-assessment test is exempted for most of the Directors. Since Ambassador D.B. Venkatesh Varma has been appointed at the end of the year, he is expected to complete his proficiency self- assessment within the required timeline in the year 2026-27.
Key Managerial Personnel
As on the date of this Report, Mr. Sridharan Rangarajan, Managing Director, and Ms. Rekha Surendhiran, Company Secretary remain
the Key Managerial Personnel of the Company as per Section 203 of the Companies Act, 2013.
During the year under review, Mr. Sushil Kishor Bendale stepped down as the Chief Financial Officer and Key Managerial Person with effect from close of business hours on 26th September 2025. The position remains vacant as at 31st March 2026 and the Nomination & Remuneration Committee of the Board is in the process of identification and recommending the appointment of a suitable candidate in line with the Senior Management criteria approved by the Board. The Board places on record its appreciation for Mr. Bendales services during his tenure as the Chief Financial Officer of the Company.
There were no other changes in the Key Managerial Personnel of the Company during the year under review.
Board Meetings
During the year under review, 7 (Seven) meetings of the Board of Directors of the Company were held, the details of which are given in the Corporate Governance Report - Annexure D which forms part of this Annual Report.
Board Evaluation
Pursuant to the provisions of the Act and the Listing Regulations, the Board carried out an annual performance evaluation of its own performance, the Directors individually, as well as the evaluation of the working of its various Committees as per the evaluation framework adopted by the Board on the recommendation of the Nomination and Remuneration Committee. Structured assessment forms were used in the overall Board evaluation comprising key aspects of the Boards functioning including its structure, composition, effectiveness, meeting cadence, quality of discussions, strategic oversights, governance practices, financial reporting, integrity, internal control mechanisms, and risk management practices. The evaluation of the Committees was based on their terms of reference fixed by the Board besides parameters such as the frequency of meetings, quality of deliberations, and effectiveness in discharging responsibilities, thus making a meaningful contribution.
The evaluation process is carried annually by means of a structured questionnaire to evaluate the performance of individual Directors on parameters such as their level of engagement and contribution, objective judgement etc. The Managing Directors evaluation is based on attributes such as leadership qualities, strategic planning, communication, engagement with the Board etc.
The Chairman is evaluated based on the key aspects of his role which included leadership, ability to facilitate effective Board discussions, and overall governance contribution. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman, the Board as a whole and the Non- Independent Directors was carried out by the Independent Directors at a separate meeting held during the year.
The Board evaluation is a secured, paperless process conducted in a confidential manner, in line with the Companys digital governance practices.
The Board members were satisfied with the way of the Boards functioning, experience, diversity, expertise and its engagement with the Management. The Board Committees were also found to be effective in terms of its composition, functioning and contribution.
The observations and suggestions from the FY 2024-25 evaluations have been actively implemented during the year reinforcing focus on accountability, transparency and continuous improvement.
POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Nomination and Remuneration Committee of the Board of Directors of the Company has formulated the criteria for Board nominations as well as the policy on remuneration (Remuneration Policy) for Directors and employees of the Company pursuant to Section 178(3) of the Act. The Remuneration Policy lays down broad guidelines for payment of remuneration to Executive and Non-Executive Directors within the limits approved by the shareholders of the Company.
The criteria for Board nominations lays down the qualification norms in terms of personal traits, experience, background and standards for independence besides the positive attributes required for a person to be inducted into the Board of the Company. These criteria are aligned with the Companys commitment to having a diverse, competent, and effective Board.
The criteria for induction into Senior Management positions have also been laid down- ensuring a consistent leadership selection approach across levels.
The Remuneration Policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company. This Policy is guided by the principles and objectives enumerated in Section 178(4) of the Act and reflects the remuneration philosophy and principles of the Murugappa Group to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company. The Corporate Governance Report - Annexure D which forms as part of this Annual Report may be referred to for further details regarding the Remuneration Policy.
During the year, the Board Nomination Criteria and Remuneration Policy underwent an annual review by the Board of Directors of the Company and remains unchanged.
The Board Nomination criteria and the Remuneration policy is accessible on the website of the Company at this link: https://www.cumi-murugappa.com/wp-content/ uploads/2019/02/Criteria-for-Board-Nomination.pdf
https://www.cumi-murugappa.com/wp-content/
uploads/2025/04/Remuneration-Policy.pdf.
The Board of Directors of the Company have constituted the Audit Committee as required under the relevant provisions of the Act and the Listing Regulations. All the recommendations of the Audit Committee during the FY 2025-26 were accepted by the Board of Directors.
Detailed information regarding the composition, terms of reference, number of meetings held and other relevant particulars of all the Committees of the Board of Directors of the Company is provided in the Corporate Governance - Annexure D, which forms part of this Annual Report.
Those charged with Governance (TCWG)
During the year under review, in line with requirements laid down for companies vide a circular dated 7th January 2026 by the National Financial Reporting Authority (NFRA) to establish a structured and demonstrable framework for effective two-way communication between Statutory Auditors and Those Charged with Governance (TCWG), the Board of Directors of the Company based on the recommendation of the Audit Committee have approved a TCWG framework. The Audit Committee together with the Managing Director of the Company are collectively regarded as the TCWG of the Company as per this framework. The nodal persons of the TCWG are the Chairperson of the Audit Committee and the Managing Director.
ENTERPRISE RISK MANAGEMENT FRAMEWORK
Pursuant to and in alignment with the requirements of the Act and the Listing Regulations, the Company has constituted the Risk Management Committee (RMC), which is mandated to review the risk management plan and process of the Company. The details pertaining to the constitution, terms of reference of the RMC are
set out in the Corporate Governance Report - Annexure D forming part of this Annual Report.
The Company has in place a comprehensive and structured Enterprise Risk Management (ERM) framework to systematically identify, assess, monitor and mitigate risks that can impact its business performance, strategic objectives and long-term sustainability, including risks that may threaten the existence of the Company. The risk management framework is aligned with the Companys business plans and long-term strategy, and enables informed decision-making through structured risk governance, transparent reporting and proactive mitigation planning.
The Board and the RMC exercise oversight over the ERM framework, which is supported by defined policies, automated systems and periodic reviews to ensure continued relevance in a dynamic operating and regulatory environment. The framework facilitates a holistic assessment of risks across business segments and functions, and supports the Companys focus on resilience, business continuity and sustainable growth amidst evolving macro-economic, geopolitical, technological and operational challenges.
The Company has a Risk Management Policy in place, which is regularly reviewed by the RMC. This Policy is applicable across all the Companys operations.
A detailed analysis of monitored risks and their mitigation plans are provided in the Management Discussion and Analysis Report - Annexure A forming part of this Report.
ENVIRONMENT, HEALTH AND SAFETY (EHS) & SUSTAINABILITY
The Company gives the highest priority to EHS and sustainability, recognising these as integral to responsible operations, risk management and long-term value creation. Environmental sustainability remains a key area of focus, guided by the Companys long-term vision of progressing towards a "sustainable future". Health & Safety (H&S) is embedded as a core organisational value, with the objective of achieving a workplace with "Zero Harm", supported by strong governance, leadership accountability and robust operating practices across all manufacturing locations.
The Company advanced initiatives relating to renewable energy adoption, energy efficiency, water stewardship and waste reduction. Targeted projects during the year contributed to significant reductions in Green House Gas emissions and waste intensity.
During the year under review, the Company further strengthened its EHS management framework through a structured EHS Excellence Model, covering both health, safety and environmental performance. The H&S Assessment covers 10 sections across 75 key requirements, while the Environment Assessment covers 5 sections across 25 key requirements. Pre-assessments were completed at all plants of the Company in FY 2025-26, with final assessments concluded in March 2026. This enables consistent measurement, identification of improvement opportunities and deployment of corrective actions. Safety performance showed
sustained improvement, supported by Behaviour Based Safety initiatives, enhanced contractor safety controls, systematic focus on high risk activities and strengthened accident prevention mechanism. Environmental assessment enabled a systematic approach on the key areas set by the organisation in its long-term strategy enabling facilities to identify and execute improvement projects.
A key element of the Companys safety strategy was the cultural transformation driven by the Behaviour-Based Safety (BBS) programme, which resulted in a significant improvement in safe behaviour trends across the organisation. This cultural shift was complemented by risk reduction strategies, including the phased implementation of 360-degree machine guarding and electrical safety improvement. Furthermore, the Company strengthened its Lockout-Tagout (LOTO) systems across all major energy sources and enhanced fall protection through the installation of roof lifeline systems and skylight guards.
Employee participation and awareness programmes undertaken across locations further strengthened the culture of safety and sustainability. The Company also deepened its engagement with suppliers/value chain partners through awareness, launch of new supplier code of conduct and sustainability sourcing policy. This policy of the Company is uploaded and accessible on the website of the Companys website at this link: https://www.cumi- murugappa.com/wp-content/uploads/2026/05/Sustainable- Sourcing-Policy.pdf.
The Companys EHS and sustainability initiatives received external recognitions during the year, reflecting consistent progress and reinforcement of responsible manufacturing practices. Overall, the Company remains committed to continuous improvement in EHS performance and sustainability outcomes, aligned with regulatory requirements, stakeholder expectations and its long term strategic objectives.
The initiatives taken for energy conservation by the Company are detailed in Annexure E to this Report.
A detailed information on the H & S initiatives and framework of the Company is provided in the Management Discussion & Analysis Report - Annexure A forming part of this Annual Report.
ETHICS, VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The Vigil Mechanism as envisaged in the Act read with the Rules prescribed thereunder, and the Listing Regulations is implemented through the Companys Whistle-Blower Policy.
The Whistle-Blower Policy of the Company is uploaded and accessible on the website of the Companys website at this link: https://www.cumi-murueappa.com/wp-content/ uploads/2026/01/Whistle-Blower-Policy.pdf
The detailed information pertaining to the whistle blower and vigil mechanism is provided in the Corporate Governance Report - Annexure D forming part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY CSR Philosophy and Approach
The Corporate Social Responsibility (CSR) philosophy of the Company is built on the belief that long-term business sustainability is intrinsically linked to inclusive and responsible social development. Guided by its CSR Policy and overseen by the CSR Committee of the Board, the Company seeks to generate measurable and sustainable social impact through focused interventions in the areas of education, skill development, healthcare, community development, sports and rural upliftment, particularly in regions surrounding its manufacturing facilities and offices.
The Company adopts a structured and impact-oriented approach to CSR, with initiatives designed to address identified social needs, enable community self-reliance, and strengthen local ecosystems. CSR programmes are implemented either directly by the Company or indirectly through credible implementation agencies registered with the Ministry of Corporate Affairs (MCA), in compliance with Section 135 of the Act and the applicable CSR Rules.
CSR Governance and Spending Framework
As required under Section 135 of the Act, the Board of Directors of the Company have constituted the Corporate Social Responsibility (CSR) Committee. The primary function of the Committee is to assist the Board of Directors in formulating a Corporate Social Responsibility (CSR) Policy, review its implementation and progress from time to time and monitor Environment, Social and Governance (ESG) initiatives.
The CSR policy of the Company is accessible on the website of the at this link: https://www.cumi-murueappa.com/wp-content/ uploads/2024/02/CSR-Policy-2021.pdf.
The CSR annual report for the year ended 31st March 2026 is annexed as Annexure F and forms part of this Report.
Detailed information regarding the composition, terms of reference, number of meetings held and other relevant particulars of the CSR Committee is provided in the Corporate Governance Report - Annexure D which forms part of this Annual Report.
The CSR Committee periodically reviews CSR performance, monitors utilisation of funds, and recommends the annual CSR action plan to the Board. For the FY 2025-26, the Committee recommended a CSR outlay representing two percent of the average net profits of the preceding three financial years, after adjusting excess CSR spend carried forward from the previous year. The Company has remained fully compliant with its statutory CSR obligations and continues to follow robust governance and monitoring mechanisms to ensure transparency, accountability and timely completion of approved projects.
Key Focus Areas and Sector-Wise Initiatives
Education and Skill Development
Education and skill development form a core pillar of the CSR initiatives of the Company. The CUMI Centre for Skill Development
(CCSD) at Hosur and Kochi continue to provide technical skill training aimed at improving employability of youth from economically disadvantaged backgrounds.
The Company also supports access to quality education through partnerships with schools identified by implementing agencies, which cater to neighbouring communities including the underprivileged. During the year, the beneficiaries of the grants made by the Company include AMM Vellayan Chettiyar Higher Secondary School, Tiruvottiyur and TI School, Ambattur, Chennai. Targeted interventions such as teacher training programmes through the Madras Dyslexia Association and scholarships for higher education through initiatives like the Sugun Thomas Foundation further reinforce the Companys commitment to inclusive education.
Sustainability Initiatives
During the year under review, the Company extended support by providing electric vehicles to Kalamassery Municipality at Kochi, Kerala to facilitate a door-to-door domestic waste management system.
Healthcare Initiatives
Healthcare remains a key focus area of the CSR programme of the Company. The Company extends support to hospitals and medical institutions providing critical healthcare services, including Valliammai Achi Hospital at Nagercoil and GKNM Trust Hospital, Coimbatore, with a focus on paediatric and cancer care.
Support has also been extended to Cachar Cancer Hospital, Assam, to strengthen diagnostic and treatment infrastructure, and to specialised healthcare initiatives focused on providing life-saving medical interventions to underserved population.
Community Development and Local Engagement
The Company undertakes various community development programmes in and around its plant and office locations, addressing local needs such as access to healthcare, educational support and basic community infrastructure. These initiatives are designed to foster sustainable development and meaningful engagement with communities residing in the Companys areas of operation. The Company during the previous year had set up the CUMI-ASK (Attitude, Skill & Knowledge) Centre in Kerala, guided by For the People, By the People approach to community upliftment. By engaging local government representatives, residents, partners, and beneficiaries, the Centre drives inclusive development across key focus areas including child development, youth empowerment, womens advancement, and elder-care.
Sports and Youth Development
Recognising the importance of sports in holistic development, the Company has supported the development of community sports infrastructure, including a multi-purpose sports ground through Rajagiri Outreach Society at Kochi. The facility is designed to support sports such as football and cricket, along with fitness and recreational amenities, benefiting children, youth, women and senior citizens from the local community.
Implementation, Monitoring and Compliance
The CSR activities of the Company are undertaken in strict adherence to the CSR Rules under the Act, with indirect CSR spends channelled only through MCA-registered implementing agencies meeting the prescribed eligibility criteria.
The Company obtains periodic utilisation certificates, monitors project progress, and ensures that all CSR expenditures are aligned with approved action plans.
The utilisation of funds is certified by the Managing Director. The CSR Committee regularly reviews implementation status to ensure regulatory compliance and effective impact.
Commitment Going Forward
The Company remains committed to strengthening its CSR initiatives with a focus on long-term social value creation, deeper community engagement, and alignment with national and regional development priorities. Through a combination of structured governance, focused sectoral interventions and responsible partnerships, the Company continues to embed social responsibility as a core element of its sustainability and growth strategy.
OTHER DISCLOSURES
Directors Responsibility Statement
Pursuant to the provisions contained in Section 134(3)(c) of the Act, the Board to the best of its knowledge and belief and according to the information and explanations obtained by it confirms that:
• in the preparation of the annual accounts, for the financial year ended 31st March 2026, applicable accounting standards have been followed and no material departures have been made from the same;
• the accounting policies mentioned in Note 3 of the Notes to the Financial Statements of the Company have been selected and applied consistently and judgments and estimates that are reasonable and prudent have been made 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 that period;
• 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 for preventing and detecting fraud and other irregularities;
• the annual accounts have been prepared on a going concern basis;
• that internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and operating effectively;
• proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
HUMAN RESOURCES & ESOP
Human capital remains a critical enabler of the Companys sustainable growth and long-term value creation. During the year, the Company focused on developing employee capabilities with a sustained focus on leadership development, operational excellence, employee engagement and organisational resilience, in alignment with its long-term strategy.
Talent Acquisition & Talent Management
Developing a strong talent pipeline and future leadership capability remained a priority. The Company onboarded Graduate and Post Graduate Engineering Trainees to build middle management capacity. Hiring efficiency improved through lateral recruitment, internal transfers, and employee referrals, resulting in optimised sourcing costs. Structured assessment tools were introduced to improve hiring quality. Market competitiveness was reviewed through policy benchmarking by an external expert, followed by targeted compensation revisions.
Engagement with premier academic institutions continued through a structured Campus Connect programme, enhancing access to high-quality technical talent.
Employee Safety
Safety at the Company continued to evolve as a shared responsibility deeply embedded in everyday work practices. Anchored in the vision of Zero Harm, the Company strengthened its focus on building a strong safety culture across all plants and offices. During the year, emphasis was placed on engaging employees at the shopfloor through behaviour based safety practices, regular safety observations, and visible leadership involvement.
Safety training programmes and mock drills were conducted for employees and line managers to enhance awareness, capability, and safe decision making. Positive reinforcement played a key role, with initiatives such as Thank You cards and Safety Recognition Certificates encouraging safe behaviours and proactive intervention. Simple visual cues and concepts like Green Entry further reinforced safety consciousness at plant entry points.
Learning & Development
A comprehensive training calendar was implemented for FY 2025-26, aligned to both business priorities and employee development needs. The training programmes were systematically categorised under three key areas: Behavioural, Technical, and Organisational Development to ensure a balanced approach.
During the year, several programmes were organised, covering a wide spectrum of topics such as low-cost automation strategies, Geometric Dimensioning and Tolerancing (GD&T), statistical process control, advanced data analytics, Power BI, market analytics, as well as essential soft skills such as the art of feedback, creativity and innovation, high-impact presentations, negotiation and persuasion skills, time management, planning, and execution.
Shopfloor Training Initiatives
Focused training programmes were delivered for shopfloor employees to build technical and behavioural skills. Key topics included 5S, problem-solving techniques, Quality Control (QC) tools, Computer Numerical Control (CNC) programming, manufacturing processes, and material handling. Programmes also covered basic safety, behaviour-based safety, ISO awareness, and Total Productive Maintenance (TPM) to support operational performance and compliance. A total of 697 man-days of training were completed.
E-learning Initiatives
Digital learning continued to support accessibility and flexibility in employee development. Six mandatory e-learning modules were rolled out during the year, covering BEFASt behaviours, Digital Personal Data Protection awareness, POSH, Life Cycle Assessment, Information Security Management System (ISMS) Awareness, Sanction Screening Awareness, and onboarding. These modules addressed key compliance, behavioural, and sustainability requirements across the organisation.
CUMI IC Knowledge Academy (CIKA)
At the Industrial Ceramics division, the CUMI IC Knowledge Academy (CIKA) was established to serve as the nodal platform for knowledge management through structured master classes by industry experts, regular knowledge-sharing sessions, and curated access to technical journals. The Company recognises and appreciates the internal faculty and subject matter experts who played an important role in enabling knowledge-sharing and capability building across teams.
Employee Relations
The Company continued to focus on fostering constructive employee relations and maintaining a harmonious industrial environment across its operations. During the year, the Company engaged in structured and participative dialogue with employee representatives, resulting in the conclusion of two long-term Settlements across locations. These settlements reflect the commitment of the Company to balanced outcomes that support employee welfare, operational stability, and long-term business sustainability.
Employee Well-being
Well-being has always been a critical pillar of the people philosophy of the Company. As part of Aspiration 2030, the Company launched CUMI Vital, an integrated well-being initiative for employees across the Company.
Annual medical health check-ups were conducted across employee levels to promote preventive healthcare and enable early identification of health risks. Health initiatives such as blood donation camps, eye camps, dental check-ups, and orthopaedic camps were conducted across locations to support overall employee health.
Employee Engagement and Connect
The employee engagement at the Company is nurtured through meaningful cultural celebrations and structured connect initiatives that foster inclusivity, a strong sense of belonging, and shared pride across locations.
In addition to celebrations, the Company strengthened leadership and HR connect with employees through focused engagement initiatives.
¦ HR Walk & Talk - Direct engagement between Plant HR teams and employees through structured one-on-one interactions, enabling early identification and resolution of concerns.
¦ Half Yearly Town Hall - Managing Directors Half Yearly Town Hall Meet connecting all employees across the globe, including subsidiaries provided a feel of One CUMI.
¦ BU Head Communication - Monthly updates from Business Unit Heads is shared within BUs to provide visibility on performance, priorities, and developments.
Rewards & Recognition
The Rewards and Recognition (R&R) at the Company plays a vital role in reinforcing a high-performance culture by celebrating behaviours and outcomes that align with our values and long-term priorities. Through a structured and consistent framework, the Company recognises both individual contributions and team excellence across the organisation.
Individual Excellence is recognised through awards such as the Kaizen Award, Suggestion Award, Individual Excellence Award, You Made a Difference, Safety Motivational Award, Employee of the Month/Quarter, Leap Vistaar, Acharya Award, Shine Awards, and Long Service Awards, encouraging ownership, continuous improvement, safety consciousness, capability building, and value-based conduct.
Team Awards includes Team Excellence Award, Best Safety Plant Award, Operational Excellence Award, and special campaign-based recognitions reinforcing collaboration, operational discipline, and shared accountability.
During the year, the Company received external recognition from government authorities and industry bodies for its performance in environment, safety, health and operational excellence such as Green Champion Award for Super Refractorys environment initiatives, Rhodium Awards for MURI/ POKA YOKE, and Platinum Awards including Healthy Minds & Skilled Hands for non-manufacturing functions at Association for Promotion of Competitive and Responsible Enterprises (APCRE) Conference.
Under the Companys Employee Stock Option Scheme 2007 (ESOP Scheme 2007), no Option grants have been made since February 2012 and all Options granted under the Scheme have been vested and accordingly exercised or lapsed. The Employee Stock Option Plan 2016 (ESOP Plan 2016) implemented in February 2017 with the approval of the shareholders currently governs the grant of options to employees. During the year under
review, eligible employees were granted in aggregate 10, 09, 140 options under the ESOP Plan 2016. The disclosures with respect to options granted under the ESOP Scheme 2007 and ESOP Plan 2016 are duly provided in the Corporate Governance Report - Annexure D forming part of this Annual Report.
During the year under review, the Nomination and Remuneration Committee, with the aim of retaining talent & motivating the employees and nurturing an owner mindset in them, approved an initiative of a new sub scheme under ESOP Plan 2016 for the employees in the middle-level of the management.
Further, the disclosures relating to Stock Options as per Securities and Exchange Board of India (Share Based Employees Benefits) Regulations, 2014 as repealed at present and superseded by Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 read with the circular issued by SEBI on 16th June 2015 have been provided and is accessible on the website of the Company at this link: https://www.cumi-murugappa.com/policies-disclosure.
Both ESOP Scheme 2007 and ESOP Plan 2016 are in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.
A detailed analysis of the material developments in the Human Resources and Industrial Relations of the Company during the year under review is provided in the Management Discussion and Analysis Report - Annexure A forming part of this Annual Report.
ANNUAL RETURN
The Annual Return of the Company in Form MGT-7 is uploaded and accessible in the website of the Company in this link: https://www.cumi-murueappa.com/wp-content/ uploads/2026/07/Annual%20Return 2025-26.pdf.
SECRETARIAL STANDARDS
The Company has duly complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) during the year under review.
COMPLIANCE MANAGEMENT
The cloud based Compliance Management System of the Company tracks compliances across the various factories/ offices of the Company and has a comprehensive coverage of the various applicable laws including auto updation based on the regulatory changes from time to time. During the year under review, considering the intensifying geo-political situation globally and heightened sanctions regime, the Company has also initiated the introduction of a sanctions screening mechanism with a comprehensive suite of features designed to streamline compliance and enhance security measures to ensure adherence with the applicable international sanctions and mitigate the risks associated with the same.
CORPORATE GOVERNANCE REPORT
In terms of Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on Corporate Governance including the certificate from a Practising Company Secretary confirming compliance is annexed to and forms part of this Annual Report as Annexure D.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)
Regulation 34 of the Listing Regulations mandates top 1,000 listed entities based on market capitalisation to submit a Business Responsibility and Sustainability Report ("BRSR") in the format as specified by SEBI from time to time.
The Company has prepared the BRSR for FY 2025-26 with an aim to provide standardised, transparent view of how it integrates responsible business practices into its operations and its commitment towards environmental sustainability, social impact, and governance (ESG) practices.
SEBI vide its circular dated 28th March 2025 mandated the top 500 listed companies (by market capitalisation) undertake assessment or assurance of the BRSR Core for the FY 2025-26.
Accordingly, the Company has undertaken an assurance of the BRSR core for the year. The Company appointed M/s. TUV India Pvt. Limited, a SEBI-empaneled assurance service provider, as the BRSR assurance service provider for providing reasonable assurance of the BRSR Core disclosures of the Company for the FY 2025-26.
The BRSR of Company for the year under review in terms of Regulation 34(2) of the Listing Regulations and the assurance report is annexed as Annexure H and forms part of this Annual Report and is also available on the Companys website.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The Company has taken various initiatives pertaining to conservation of energy and technology absorption across its manufacturing facilities via its EHS Excellence Assessment model.
The detailed information on Energy Conservation, Technology Absorption, Expenditure incurred on Research & Development and forex earnings/outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed to and forms part of this Report as Annexure E.
THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has duly complied with provisions relating to the constitution of the Internal Complaints Committee (ICC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).
The disclosure in relation to the provisions of the POSH Act for the FY 2025-26 is as below:
| Particulars | Number of Complaints |
| Complaints of sexual harassment received in the year; | 1 |
| Complaints disposed off during the year | 1 |
| Cases pending for more than ninety days | Nil |
THE MATERNITY BENEFIT ACT, 1961
The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 has in place a Maternity Policy to support the health and work-life balance of women employees during and after pregnancy.
CEO/CFO CERTIFICATE
Mr. Sridharan Rangarajan, Managing Director, has provided a certificate to the Board on the integrity of the Financial Statements and other matters as required under Regulation 17(8) of the Listing Regulations.
OTHER CONFIRMATIONS
The Company states that there were no disclosures or reporting requirements in respect of the following items during the year under review and accordingly confirms that:
i. there was no issue of equity shares with differential rights as to dividend, voting or otherwise;
ii. there has been no change in the nature of business of the Company;
iii. there was no revision of financial statements and Boards Report of the Company during the year under review;
iv. the Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the
valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable;
v. neither any application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the Company during the year under review nor any proceeding under the IBC was initiated or is pending as at 31st March 2026;
vi. there is no plan to revise the financial statements or Report in respect of any previous financial year;
vii. there were no material changes and commitments affecting the financial position of your Company between end of financial year and the date of report; and
viii. there are 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.
ACKNOWLEDGEMENT
The Board of Directors place on record its sincere appreciation to all stakeholders, including the Central and State Government Authorities, Regulatory Bodies, Stock Exchanges, Financial Institutions, Analysts, Advisors, Local Communities, Customers, Vendors, Business Partners, Shareholders, and Investors for their continued support, trust, and confidence during the year under review.
The Board of Directors also acknowledge and would like to place on record their sincere appreciation for the commitment and dedication of all the employees of the Company for their continued efforts in achieving good results.
| On behalf of the Board | |
| Chennai | M M Murugappan |
| May 14, 2026 | Chairman |
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1860-267-3000 / 7039-050-000
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+91 9892691696
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