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Castrol India Ltd Directors Report

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Feb 27, 2026|12:00:00 AM

Castrol India Ltd Share Price directors Report

To the Shareholders,

The Board of Directors (Board) of your Company is pleased to present the Forty-Eighth Annual Report of Castrol India Limited (Castrol or Company) for the financial year ended 31 December 2025 (year under review or the year or FY25).

In compliance with the applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (the Act) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), this report covers the financial results and other developments during the financial year ended 31 December 2025 and upto the date of the Board meeting held on 3 February 2026 to approve this report, in respect of Castrol India Limited.

1. Financial Results

The Companys financial performance for the financial year ended 31 December 2025 is summarized below:

Particulars For the year ended 31 December 2025 For the year ended 31 December 2024
(Rs. in Crore) (Rs. in Crore)
Revenue from operations (a) 5721.50 5364.85
Other Income (b) 67.43 88.61
Total Income (a+b) 5788.93 5453.46
Profit before tax and depreciation 1405.66 1357.38
Less: Depreciation and amortization 100.82 99.77
Profit before exceptional items and tax 1304.84 1257.61
Less: Exceptional Item* 22.53 -
Profit before tax 1282.31 1257.61
Tax expense (including deferred tax) 332.38 330.38
Profit after tax 949.93 927.23
Other comprehensive income (net of tax) (44.44) (130)
Total comprehensive income 905.49 925.93
Balance brought forward 1669.19 1534.56
Less: Dividend paid 1285.86 791.30
Balance carried forward 1333.52 1669.19

* incremental estimated obligations of Rs. 22.53 crore on account of New Labour codes notified effective November 21, 2025.

2. Business Performance

Revenue from operations of the Company increased by 7% mainly on account of volume increase and strategic price interventions. Costs of materials were higher by about 7% over the previous year mainly due to incremental volumes, and adverse forex, offset by cost optimization and operational efficiencies. Operating and Other expenses increased by Rs. 97 Crore as compared to the previous year on account of investment in people, safety, brand and business growth opportunities. Profit before exceptional item & tax increased by 4% over previous year to Rs. 1,305 Crore. The Companys performance has been discussed in detail in the Management Discussion and Analysis Report. The Company does not have any subsidiary or associate or joint venture company. There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the year and date of this report. Further, there has been no change in the nature of business of the Company.

Reserves

There is no amount proposed to be transferred to the reserves.

Changes in Share Capital

During the year under review, there was no change in the paid-up share capital of the Company.

3. Update on Castrol Strategic Review outcome

In December 2025, bp p.l.c. announced that it has agreed to sell 65% shareholding in Castrols global lubricants business to Stonepeak, a leading alternative investment firm, at an enterprise value of approximately USD 10 billion. Under the terms of the agreement, bp p.l.c. will retain a 35% minority interest in Castrol business and expects to complete the transaction by the end of 2026, subject to customary approvals. The deal underscores continued confidence in Castrols long-term potential while supporting bps wider strategic priorities. For your Company, the strategic review and its outcome do not alter day-to-day operations, market presence, or customer commitments. The business will continue to operate with the same leadership team, governance framework, and strategic priorities, including a focus on safety, operational excellence, customer relevance, and people development. Any further changes will be implemented in line with regulatory requirements and informed to the shareholders duly.

4. Returns to Investors (Dividend)

The Board of Directors of the Company has approved and adopted the Dividend Distribution Policy in line with Regulation 43A of the SEBI Listing Regulations. The policy is uploaded on the website of the Company at https://www.castrol.com/content/dam/castrol/ country-sites-new/en in/india/home/documents/ investors/dividend distribution policy.pdf.

The Board at its meeting held on 3 February 2026 has recommended a Final dividend of Rs. 5.25 per share (105%) of the face value of Rs. 5 each, for the financial year ended 31 December 2025 (2024: Final cum Special dividend was Rs. 9.5 per share) subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The Board also declared Interim Dividend of Rs. 3.50 per share for the financial year ended 31 December 2025 on 5 August 2025 (2024: Interim dividend was Rs. 3.50 per share).

The dividend payout for the year under review is in accordance with the Companys policy to pay sustainable dividend linked to long-term growth objectives of the Company to be met by internal cash accruals.

5. Unclaimed Dividend

Pursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), all unpaid/ unclaimed dividends are required to be transferred by the Company to the Investor Education and

Protection Fund (IEPF or Fund) established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. Further, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

In accordance with the IEPF Rules, the Company sent individual notices and also advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends, the details of which are given below:

Dividend and the Yfear Amount transferred to IEPF (in Rs.) Date of transfer to IEPF
Final dividend 2017 105,09,287.50 3 July 2025
Interim dividend 2018 92,29,306.50 26 September 2025

Further, the Company transferred 9,82,568 equity shares to the demat account of IEPF during the year under review.

The shareholders/claimants whose shares or unclaimed dividends have been transferred to the IEPF, may claim the shares or apply for refund from the IEPF Authority, by following the procedure prescribed in the IEPF Rules. The shareholders may request the Company for the issue of an Entitlement Letter by submitting all the required documents, before making an application to the IEPF Authority.

During the year 2026, the Company will transfer following unclaimed dividend and the underlying shares to IEPF, within statutory timelines:

Dividend Due date for transfer to IEPF
Final dividend 2018 20 June 2026
Interim dividend 2019 3 September 2026

The shareholders are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. The details of the other unclaimed dividends that are due to be transferred to IEPF in coming years are provided in the report on Corporate Governance.

The Company has appointed a Nodal Officer under the provisions of the Rules, the details of which are available on the website at https://www.castrol.com/ en in/india/home/investors/contact-us.html.

Details of shares in respect of which dividend has not been claimed, are provided on website of the Company at https://www.castrol.com/en in/india/home/ investors/investor-education-and-protection-fund. html. The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed.

6. Supply Chain

The supply chain priorities remain focused on three key areas:

a) Driving topline growth by enhancing customer experience and resilience, while supporting margin expansion.

b) Strengthening the bottom line through cost optimization, improving product cost competitiveness, and boosting productivity of both people and assets.

c) Acting responsibly by reducing manufacturing energy intensity, emissions, and virgin plastic usage.

The Company continues to emphasize these priorities alongside a strong commitment to compliant operations, delivering consistent product quality, and fostering a safety-first mindset. A disciplined focus on the Sales & Operations Planning (S&OP) process remains central to this approach. Additionally, new product introductions, supported by digital transformation as a key enabler, have empowered the team to meet customer demand and achieve business growth ambitions.

Logistics operations have sustained an outstanding safety record. A strong focus on cost competitiveness, digital transformation, and service excellence has delivered significant, measurable results. These initiatives have enabled the business to maintain cost stability despite an increasingly inflationary environment — demonstrating unwavering commitment to operational excellence without compromise.

Manufacturing remains a key enabler and a strong differentiator for business growth. Our plants have delivered significant improvements in efficiency and productivity by optimizing processes and reducing waste across facilities, while maintaining the highest standards of safety and quality. The Company has initiated localization opportunities within the industrial segment, which will strengthen supply chain resilience and enhance cost competitiveness. In addition, our manufacturing sites have developed EV fluids capability and upgraded infrastructure to

support advanced lubricants — positioning Castrol to meet evolving market demands and next-generation mobility solutions.

Continuous efforts on sustainability and strengthening safety across plants earned prestigious recognitions for the Company with the Patalganga Plant receiving OHSSAI Gold and BSC Merit Awards, Silvassa Plant winning Golden Peacock Award for Occupational Health & Safety, and Paharpur Plant securing Diamond Award for Safety Quality and Sustainability Leadership. These achievements underscore the Companys unwavering commitment to HSE&C excellence and continuous improvement.

7. Directors and Key Managerial Personnel

As on 31 December 2025, the Board comprised three Executive Directors, two Non-Executive Nominee Directors and three Independent Directors. Out of the eight directors on the Board, there are four Women Directors.

The following changes have taken place in the Directors and Key Managerial Personnel during the year under review and upto the date of this report:

a. Cessation and Appointment of Nominee Directors

Mr. Udayan Sen (DIN: 02083527) ceased to be Nominee Director, effective close of business hours on 28 February 2025, following withdrawal of his nomination by Castrol Limited (UK). Ms. Nisha Trivedi (DIN: 10937145), was appointed as the Nominee Director of the Company, with effect from 3 February 2025, pursuant to nomination received from Castrol Limited (UK). Her appointment was approved by the shareholders at the 47th Annual General Meeting (AGM).

b. Cessation and Appointment of Chief Financial Officer & Wholetime Director

Mr. Deepesh Baxi (DIN: 02509800) ceased to be Chief Financial Officer & Wholetime Director with effect from close of business hours on 13 March 2025 following his resignation from the services of the Company. Mr. Vishal Thakkar was appointed Interim Chief Financial Officer effective 12 June 2025 and ceased to hold the position upon the appointment of the Chief Financial Officer, Ms. Mrinalini Srinivasan (DIN: 09682234). Ms. Srinivasan was appointed as Chief Financial Officer & Wholetime Director for a term of five (5) years from 28 July 2025 to 27 July 2030. The said appointment was approved by the shareholder through postal ballot which concluded on 12 September 2025.

c. Cessation of Managing Director and appointment of Interim Chief Executive Officer (effective 1 January 2026)

Mr. Kedar Lele (DIN: 06969319) ceased to be the Managing Director with effect from the close of business hours on 31 December 2025 following his resignation from the services of the Company. Mr. Saugata Basuray (DIN: 09522239) was appointed as an Interim Chief Executive Officer (CEO) and was re-designated as Wholetime Director & Interim CEO with effect from 1 January 2026.

d. Retirement by rotation at 48th AGM

In accordance with the provisions of the Act, Mr. Kartikeya Dube (DIN: 00929373),

Non-Executive Nominee Director of the Company, shall retire by rotation at the ensuing 48th Annual General Meeting, and being eligible has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on 3 February 2026, has recommended his re-appointment at the AGM.

Details of the Directors proposed to be appointed/re- appointed at the ensuing 48th Annual General Meeting of the Company, as required under Regulation 36(3) of the SEBI Listing Regulations and SS - 2 (Secretarial Standards on General Meetings), are provided at the end of the Notice convening the 48th Annual General Meeting. The Independent Directors of the Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149(6) of the Act.

The Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in the SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, banking and they hold highest standards of integrity.

The Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (IICA) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014.

8. Policy on Nomination, Independence, Remuneration, Diversity and Evaluation

The Policy on Nomination, Independence, Remuneration, Diversity and Evaluation, approved by the Nomination and Remuneration Committee and adopted by the Board of Directors of the Company, is annexed as Annexure I to this report of the Board to the shareholders. This policy is also available on the website of the Company at https://www.castrol.com/ content/dam/castrol/country-sites-new/en in/india/ home/documents/investors/nrc policy cil 2018.pdf.

9. Board Evaluation

The Nomination and Remuneration Committee specifies the criteria for annual performance evaluation process of Board, Committees and individual Directors. The Board is committed to evaluating its own performance as a Board, in order to identify strengths and areas in which it may improve functioning. Further, overall effectiveness of the Board is measured to decide the appointments and re-appointments of Directors.

During the year, the Company engaged a reputed external agency to facilitate the Board evaluation process. The agency prepared an independent assessment report, which formed the basis for feedback to the Board, its Committees and Directors. The evaluations were carried out in a confidential manner and the Directors provided their feedback across defined evaluation metrics. Following are the key criteria applied for performance evaluation :

• Composition and dynamics of the Board as a whole and the Committees in terms of its diversity in skills, expertise and competence to conduct its affairs effectively.

• Training and support provided for performance of responsibilities and focus of the Board on the issues that affects Companys performance.

• Oversight on operations, risk, strategy and on the functions of the Committees and management of the meetings in terms of agendas, quality of presentations, time allocation and interaction with management.

• Priorities for change to increase focus on the strategy and review key issues.

The overall outcome of the performance evaluation for the year was positive with the Board identifying key areas for focus going forward and improving the Board effectiveness. This includes inter alia continuing to dedicate more time on the Companys business strategy, new business initiatives, Board skills development to meet the emerging needs, engagement with senior management and leadership talent and succession planning.

10. Board and Committees

The Board met eight times during the year, details of which are given in the Corporate Governance Report that forms part of this annual report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. During the year under review, the Board has accepted the recommendations of the Audit Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report.

11. Corporate Governance

The Company has put in place governance practices as prevalent globally. The Corporate Governance Report and the Auditors Certificate regarding compliance of conditions of Corporate Governance are made part of the annual report.

12. Corporate Social Responsibility

The Companys CSR efforts focus on bringing enduring positive value to the communities it works with. In line with the core theme to keep India moving, the Company will continue to build enduring and engaging relationships with key stakeholders in the mobility sector. Truck drivers and mechanics are two key stakeholders who play a significant role in keeping the wheels of this sector moving. Truck drivers carry the majority of freight traffic in the country while mechanics service one of the largest automotive markets in the world. However, their skills, livelihood opportunities and socio-economic conditions need more focus.

The Company is committed in making a positive impact in the lives of truck drivers and mechanics by preparing them to face todays reality and leverage tomorrows opportunity. In line with this vision, the Company focusses on two key flagship CSR programmes:

• Programme for holistic development of truck drivers - Castrol Sarathi Mitra

• Programme for mechanics with an aim to strengthen skills development in automotive and industrial sectors, with a focus on technology - Castrol Eklavya

Additionally, Castrol continues to support community development initiatives around areas of operations and presence. The Company, from time to time, supports humanitarian aid activities in India, by providing relief and rehabilitation to people impacted by natural disasters.

During the year, the Company refreshed the CSR policy to support environment sustainability programmes enabling funding towards technology development,

innovation, circular economy solutions, contribution to incubators or research and development projects in the field of science, technology, and engineering, funded by Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government and contributions to public funded Universities engaged in conducting research in science, technology and engineering aimed at promoting Sustainable Development Goals (SDGs).

The Company, from time to time, also supports humanitarian aid activities in India, by providing relief and rehabilitation to people impacted by natural disasters.

The Company follows an approach of initiating pilot projects to test on-ground relevance with leading non-governmental organisations (NGOs). Based on stakeholder response, partner experience and contribution to agenda, the projects are accordingly scaled up or redesigned. Encouraged by the response, the portfolio continues to grow with expanding partnerships and investments.

The Corporate Social Responsibility Policy is available on the website of the Company at https://www. castrol.com/content/dam/castrol/country-sites-new/ en in/india/home/documents/about-castrol/cil-csr- policv-2025.pdf. The annual report on CSR activities is annexed to this report as Annexure II.

13. Directors Responsibility Statement

Pursuant to the requirement under Sections 134(3)(c) and 134(5) of the Act, with respect to the Directors Responsibility Statement, it is hereby confirmed:

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

b. The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31 December 2025 and of the profit of the Company for the year ended on that date;

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

d. The Directors have prepared the annual accounts on a going concern basis;

e. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are efficient and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

14. Risk Management and Adequacy of Internal Financial Controls

The Company has set up a Risk Management Committee and has adopted a Risk Management Policy, the details of which are given in the Corporate Governance Report that forms part of this annual report.

The Company maintains an adequate and effective internal control system commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of the Company are adequately safeguarded against significant misuse or loss. The internal control system is supplemented through an extensive internal audit program and periodic reviews by the management and the Audit Committee.

The Company has in place, adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

15. Related Party Transactions

The Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable laws and the Policy.

The Committee approves the related party transactions and wherever it is not possible to estimate the value, approves limit for the financial year, based on best estimates. All related party transactions are reviewed

by an independent accounting firm to establish compliance with policy and limits approved.

All related party transactions entered during the year were in the ordinary course of the business and on arms length basis. No material related party transactions were entered into during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to the Company.

The policy was amended by the Board at its meeting held on 4 November 2025, to align with the amendment in law. In conformity with the requirements of the Act, read with the SEBI Listing Regulations, the Policy is also available on Companys website at https://www. castrol.com/content/dam/castrol/country-sites-new/ en in/india/home/documents/investors/rpt-policy. pdf.

16. Deposits

The Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on 31 December 2025.

17. Particulars of Loans given, Investments made, Guarantees given and Securities provided

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements in Note No. 4.1 & 4.6.

18. Conservation of Energy, Technology Absorption, Research & Development (R&D) and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided as Annexure III.

19. Material Changes occurred after end of Financial Year

No material changes and commitments which could affect the Companys financial position have occurred between the end of the financial year of the Company and date of this report.

20. Auditors

Statutory Auditor

The shareholders at the 44th Annual General Meeting held on 8 June 2022 approved the appointment of

Deloitte Haskins & Sells LLP, Chartered Accountants, for a second term of 5 (five) years to hold office till the conclusion of 49th Annual General Meeting of the Company. The statutory auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditor. The report given by the statutory auditor on the financial statements of the Company forms part of the annual report. There is no qualification, reservation, adverse remark or disclaimer given by the statutory auditor in their report.

Cost Auditor

M/s. Kishore Bhatia & Associates, Cost Accountants, carried out the cost audit for the Company for the year under review. They have been re-appointed as Cost Auditors for the financial year ending 31 December 2026. A remuneration of Rs. 4,50,000/- (Rupees Four Lacs Fifty Thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 48th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending 31 December 2026 is placed at the 48th AGM. The Company has maintained cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013 and the same shall be audited by the cost auditor i.e. M/s. Kishore Bhatia & Associates, Cost Accountants for the financial year 2026.

Secretarial Auditor

In terms of the amended provisions of Regulation 24A of the SEBI Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, proposed appointment of M/s. Parikh & Associates, Company Secretaries (FRN No. P1988MH009800), as the Secretarial Auditors of the Company for a term of five (5) consecutive years from FY 2025 to FY 2029, at the remuneration of Rs. 3,00,000 (Rupees Three Lacs only) plus applicable taxes and out of pocket expenses for FY 2025. The said appointment was approved by the shareholders through Postal Ballot, the results of which were declared on 12 September 2025.

M/s. Parikh & Associates conducted Secretarial Audit pursuant to the provisions of Section 204 of the Act and submitted the Secretarial Audit Report for the financial year ended 31 December 2025. The report does not contain any qualification and is annexed to this report as Annexure IV.

21. Compliance with Secretarial Standards on Board and General Meetings

During the financial year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

22. Particulars of Employees

In line with Section 136 of the Act, the financial statements and the Boards Report have been made available to the shareholders, excluding information on employee remuneration required under Section 197 of the Companies Act, 2013 and Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information will be made available upon request. Any shareholder interested in obtaining such details may write to the corporate secretarial department at the registered office of the Company.

23. Prevention of Sexual Harassment at Workplace

The Company firmly believes in providing a safe, supportive and friendly workplace environment - a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. The Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender.

The Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment.

During the year, the Company conducted training and sensitization sessions on prevention of sexual harassment at workplace for its employees and others at various locations. The said sessions were facilitated by an external trainer and/or through e-learning module.

The Company has a Policy on Sexual Harassment Prevention and Grievance Handling at the Workplace to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Internal Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year, no complaint of sexual harassment was reported.

The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY2025, pursuant to the POSH Act and Rules framed thereunder:

Particulars Number
Number of complaint(s) of Sexual Harassment received during FY 2025 Nil
Number of complaint(s) disposed of during FY 2025 N.A.
Number of cases pending for more than 90 days (stipulated timeline under POSH) N.A.
Number of cases pending as on 31 December 2025 N.A.

24. Disclosure of Maternity Benefit Compliance

Your Company is in compliance of Maternity Benefit Act, 1961 for the year under review.

25. Vigil Mechanism

The Company has a very strong whistle blower policy viz. Open Talk. Whistle blowers also have direct access to the Chairperson of the Audit Committee in case they wish to report any concern. The Company has a dedicated email id "IndiaAuditCommitteec@bp.com." for reporting such concerns. All cases registered under Whistle Blower Policy of the Company are reported to and are subject to review by the Audit Committee.

26. Annual Return

The annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at https://www.castrol.com/ en in/india/home/investors/qeneral-meetinq.html.

27. General Disclosures

No disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review:

1. Issue of Equity Shares with differential rights as to dividend, voting or otherwise.

2. Issue of Equity Shares (including Sweat Equity Shares) to employees of the Company, under any scheme.

3. The Company has not resorted to any buy back of its Equity Shares during the year under review.

4. The Company does not have any subsidiaries. Hence, neither the Managing Director nor the Wholetime Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries.

5. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companys operations in future.

6. No fraud has been reported by auditors under subsection (12) of section 143.

7. 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 - Not Applicable.

The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year - Not Applicable.

28. Acknowledgement

The Board wishes to place on record its sincere appreciation of the efforts put in by the Companys employees for achieving encouraging results. The Board also wishes to thank the shareholders, distributors, vendors, customers, bankers, government and all other business associates for their support during the year.

On behalf of the Board of Directors
Saugata Basuray
Wholetime Director & Interim CEO
DIN: 09522239
Mrinalini Srinivasan
Chief Financial Officer & Wholetime Director
DIN:09682234
Place: Mumbai
Date: 3 February 2026

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