Samkrg Pistons & Rings Ltd Directors Report

Your directors are pleased and privileged to present 39thAnnual Report together with the Audited Financial Statements and Auditors Report thereon for the year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

PARTICULARS	2024-25	2023-24
Gross Revenue from Operations	30595.44	30208.08
Net Revenue from Operations	24388.89	24533.22
Other Income	136.19	151.23
Profit Before Interest, Depreciation and Tax (PBIDIT)	3152.32	3328.96
Interest	617.93	379.40
Profit Before Depreciation and Tax	2534.39	2949.59
Depreciation	1382.58	1291.97
Profit before Exceptional Items	1151.81	1657.62
C S R	36.56	32.06
Extra-Ordinary Item	0.00	0.00
Profit after	1115.25	1625.57
Provision for Taxation
Current Year	309.00	380.67
Deferred Taxation	215.97	-16.09
Net Profit before Extra-Ordinary Item	590.28	1260.98
Extra-Ordinary Item	0.00	0.00
Net Profit after Extra-Ordinary Item	590.28	1260.98

Note: Figures have been re-grouped wherever necessary to confirm to current period classification

REVIEW OF BUSINESS OPERATIONS:

The 2 & 3-wheeler I.C. engine segment of the automotive industry has continued to face significant changes and challenges in 2024-25. Our efforts in the domestic market have resulted in slight growth, due to socio-economic and political challenges in key African markets, particularly Nigeria and Sudan. The situation in these regions impacted our business operations, and our major customer in Colombia faced setbacks, leading to a noticeable decline in exports. However, we mitigated these losses through strategic business discussion marketdiversification with European and American market exporters and by strengthening our domestic market presence.

The companys focus on leveraging technology and maintaining high-quality standards has been crucial in navigating these dynamic market conditions. The post-pandemic economic recovery has also contributed to our steady growth. The Company also slightly improved the performance in after-market Sales by changing the strategies and to reach every corner of the Country. We have continued to invest in R&D, focusing on advancing technology and meeting stringent environmental standards, thereby positioning ourselves to better serve both domestic and international markets.

FUTURE PROSPECTUS:

Looking ahead, with favourable economic indicators, supportive government policies, and projected GDP growth, India expects its auto components industry to perform well in FY 26. SAMKRG, planning to expand its market reach by exploring business opportunities in Nepal and Kenya, as well as further developing our presence in Latin America and the Middle East.

These regions offer significant

2-wheelers, and we aim to capture a substantial market share. Additionally, our Company planning to introduce new product lines, including valves, connecting rods, bearings, and filters, in a step-wise manner. This expansion is aimed at increasing our product bandwidth and offerings in both the Indian domestic aftermarket and the export aftermarket sectors.

By leveraging our extensive distribution network and strong OEM relationships, we are well-positioned to enhance our market presence. We are dedicated to continuous innovation, ensuring our products meet the latest environmental standards and customer expectations. Our proactive approach to market changes and industry trends will help secure sustainable growth and long-term profitability for the company.

2. DIVIDEND

The Board of Directors at their meeting held on May 29, 2025 have recommended dividend of Rs. 0.50/- per equity share (5%) of face value of Rs.10/- each for the year ended March 31, 2025.

3. CREDIT RATING

During the Financial Year 2024-25, CRISIL awarded the following rating basing on Company financial results and ongoing Debt: Long term Rating: CRISIL BBB+ /Stable Short term Rating: CRISILA2

4. WEBSITE OF THE COMPANY WHERE ANNUAL RETURN HAS BEEN PLACED

The Annual Returns as prepared and filed with MCA in Form MGT-7 according to the provisions of the Companies Act, 2013 for the previous years, are available on the website of the company and the same can be checked at https://www. samkrgpistonsandrings.com

5. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 times during the financial year 2024-25. The details of the meetings of Board of Directors have been given in the Report on Corporate Governance under Item

No. 2(b).

6. COMMITTEES OF THE BOARD OF DIRECTORS

There are five committees of the Board of Directors viz. Audit Committee, Nomination and Remuneration Committee,growth potential Stakeholders for Relationship Committee, Risk Management Committee and Corporate Social Responsibility

Committee.

The details of committees are given in corporate governance report.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act, 2013 with respect to the Directors Responsibility Statement, the Board of Directors of the Company hereby confirms: a) In the participation of Annual Accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures. b) The Directors had selected such accounting policies and applied them consistently and made judgments 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 at end of financial year viz. March 31, 2025 and the profit loss account of the Company for that period. c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. d) The Directors had prepared the annual accounts on a going concern basis and e) The Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating . effectively f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

8. DETAILS WITH RESPECT TO FRAUD REPORTED BY AUDITORS

There was no instance of fraud during the financial year 2024-25 which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Companies Act, 2013 and the rules made thereunder.

9. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149(6)

The Independent Directors have submitted the declaration of independence as required pursuant Sec. 149 (7) of the Companies Act, 2013 read with Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 stating that they meet the criteria of independence as provided in the aforesaid section and regulation.

In terms of Regulation 25(8) of Listing Regulations, Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. In the opinion of the Board, the Independent Directors of Company possess appropriate balance of skills, experience and knowledge as required for conducting its affairs effectively and efficiently

10. POLICIES ON APPOINTMENT OF DIRECTORS AND REMUNERATION

The Company recognizes the importance and benefits of having the diverse Board to enhance quality of its performance and has adopted a Nomination and Remuneration Policy as formulated by the Board of Directors. The

Companys Nomination and Remuneration Policy has laid down a framework for remuneration of Directors (Executive and Non-Executive), Key

Managerial Personnel and Senior Management Personnel.

The Current policy is to have an appropriate proportion of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On the recommendation of the Nomination & Remuneration Committee (NRC), the Board has adopted and framed a Remuneration

Policy for the Directors, Key Managerial Personnel and other employees pursuant to the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The remuneration determined for Executive Directors, KMPs and Senior Management Personnel is subject to the recommendation of the NRC and approval of the Board of Directors. The Executive Directors have not been paid sitting fees, however, the Non-Executive Directors have been paid sitting fees for attending the Board / Committee Meetings. Thus, the remuneration paid to Directors, KMPs, Senior Management Personnel and all other employees are in accordance with the Remuneration Policy of the Company. The information with respect to the Companys policy on directors appointment and remuneration including criteria for determining qualifications, positive attributes, of a director and other matters provided under section 178 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are available on our website at https://www.samkrgpistonsandrings.com

11. AUDITORS OF THE COMPANY a Statutory Auditors

In accordance with Section 139 of the Companies Act, 2013 and the rules made there under, Shri M.V.N Murthy., Chartered Accountants, Hyderabad Chartered Accountants (ICAI Reg. No. 201445) was appointed as Statutory Auditors of the Company in the AGM held on September 28, 2022 until the conclusion of the Annual General Meeting of the Company to be held in the calendar year 2027. They have confirmed their eligibility and qualification required under Sections 139, 141 and other applicable provisions of the Companies Act, 2013 and the Rules framed there under for continuation as Auditors of the Company. The Independent Auditors Report for the financial year ended March 31, 2025 on the financial statements of the Company forms part of this Annual Report.

Ratification of appointment of Statutory

Auditors at every AGM has been dispensed with by the Ministry of Corporate Affairs. Accordingly, the Notice convening the ensuing AGM does not carry any resolution on ratification of appointment of Statutory Auditors.

Statutory Auditors Report

There are no qualifications, or adverse remarks made by Shri M.V.N Murthy, chartered Accountants, Hyderabad Chartered Accountants (ICAI Reg. No.201445) Statutory Auditors in their report for the Financial Year ended March 31, 2025. Further, there was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or to the Board as required under Section 143(12) of the Act and the rules made thereunder. b Secretarial Auditor

As per the provisions of Section 204 of the Companies Act, 2013, the Board of Directors have appointed Shri V B S S Prasad, Practicing Company Secretary (C.P.No: 4605) as Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2025.

Secretarial Audit Report issued by Shri V B S S Prasad, Practicing Company Secretary in form MR-3 is enclosed as Annexure - 3 to this Annual Report and there is no any qualification, reservation adverse. c. Cost Auditor

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 Shri P Srinivas was appointed as Cost Auditor of the company for the financial year 2024-

25 and accordingly he carried out the cost audit and there is no any qualification, reservation adverse. d Internal Auditor

M/s Apical Business Advisory Services LLP have been appointed as an Internal Auditor for the financial year 2025-26 in terms of the requirement of section 138 of Companies Act, 2013 read with rule 13 of Companies (Accounts) Rules, 2014

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186:

The company has neither issued any Loans, guarantees nor made any investments during the financial year 2024-25 in terms of Section 186 of the companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO Sec. 188(1)

All Related Party Transactions that were entered into during the Financial Year under review were on an arms length basis and in the ordinary course of business and are in compliance with the applicable provisions of the Act and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015. During the year, the Company had not entered into any contract/arrangement/ transaction with related parties in terms of Section 188 of the Companies Act, 2013 and hence, Form AOC-2 pursuant to the provisions of Section 134(3)(h) of the Companies Act, 2013 read with rule 8(2) of the Companies Accounts) Rules, 2014 is not applicable and does not form part of this report. There were no materially significant Related Party Transactions made by the Company during the year that required shareholders approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy on Materiality of

Related Party Transactions and on dealing with

Related Party Transactions as approved by the Board may be accessed on the Companys website at www.samkrgpistonsandrings.com

There were no materiallysignificantrelated party transactions which could have potential conflict with interest of the Company at large. The details of the Related Party Transactions are set out in the Notes to Financial Statements forming part of this Annual Report.

14. TRANSFER OF AMOUNTS TO RESERVES

The Company has not transferred any amount to general reserve for the financial year ended 31st March, 2025.

15. MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments in the business operations of the Company from the financial year ended March 31, 2025 to the date of signing of the Directors Report.

16. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO PURSUANT TO PROVISIONS OF SEC. 134(3) (M) OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014.

Information with respect to the conservation of energy, technology absorption, foreign exchange earnings and outgo pursuant to provisions of Sec. 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 is prepared and annexed as Annexure -1 to this report.

17. RISK MANAGEMENT POLICY

The company has taken all the steps to mitigate the following risks: Raw material prices: Ours is a continuous high volume manufacturing industry. Our profitability will depend on change in the price in raw materials and input costs.

Foreign currency Risks: Exchange rate fluctuations may sometimes effect. Adequate steps were taken.

Competition and Price Pressure: The Company is facing stiff competition in the segments of OEMs and aftermarket as well as price pressure from the OEMs which playing major roll on the profitability of the company.

The Risk Management Framework defines the risk management approach of the Company and includes periodic review of such risk and also documentation, mitigating, controls and reporting mechanism of such risk. In accordance with Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board members were regularly informed about risk assessment and minimization procedures after which the Board formally adopted steps for framing, implementing and monitoring the risk management plan.

The policy on risk management as formulated by the Board of Directors is available on our website at https://www. samkrgpistonsandrings.com/policies.html

Risk management committee consists of the following Directors:

1. Mr. S.Karunakar	Chairman
2. Mr. Pinninti Raghu Prakash	Member
Swamy
3. Mr. K Kesavan	Member
(Till 30.09.2024)
4. Mrs. Sirisha Ramaraju	Member
(w.e.f. 30.09.2024)

. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

Corporate social responsibility policy was adopted by the Board of Directors on the recommendation of corporate social responsibility committee. Report on corporate social responsibility as per Rule8 of Companies (Corporate Social Responsibility) Rules, 2014 is prepared and the same is enclosed as annexure -2.

The Corporate Social Responsibility committee consists of the following Directors:

1. Mr. S Kishore	Chairman
2. Mr. PinnintiRaghu Prakash	Member
Swamy
3. Mr. K Kesavan	Member
(Till 30.09.2024)
4. Mrs. Nandiniy Vijaykumar	Member
(w.e.f. 30.09.2024)

19. PERFORMANCE EVALUATION OF DIRECTORS AT BOARD AND INDEPENDENT DIRECTORS MEETINGS

Pursuant to the provisions of the Act and Listing Regulations, the Board has 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 for the financial year 2024-25. The evaluation was conducted on the basis of a structured questionnaire which comprises performance criteria such as performance of duties and obligations, independence of judgement, level of engagement and participation, attendance of directors, their contribution in enhancing the Boards overall effectiveness, etc.

The Board of Directors have expressed their satisfaction with the evaluation process. The observations made during the evaluation process were noted and based on the outcome of the evaluation and feedback of the Directors, the

Board and the management agreed on various action points to be implemented in subsequent meetings. The observations included those relating to further improvement in participation and deliberations at the meetings and conduct of the meetings, circulation of board presentations and its content.

The independent directors met on 28.05.2025 without the presence of other directors or members of Management. The required quorum of independent directors were present at the meeting. In the meeting, the independent directors reviewed performance of non-independent directors, the Board as a whole and Chairman. They assessed the quality, quantity and timeliness of flow of information between the Company management and the Board. 20. FAMILIARIZATION PROGRAMME

Pursuant to Regulation 25(7) of the SEBI (LODR) Regulations, the Company has put in place a system to familiarize its Independent Directors about the Company, its financial products, the industry and business model of the Company. In addition, the Company also updates on continuous basis to the Independent Directors about the ongoing events and developments relating to the Company,significantchanges in regulatory environment through the Board/

Committee meetings and separate familiarisation programme(s). Familiarization Programme details:

(i) No. of programs attended	During the	1
by Independent Director	year
(during the year and on	Cumulative	24
a cumulative basis till
date)
(ii) No. of hours spent by	During the	1
Independent Directors in	year
such programs (during the	Cumulative	26
year and on a cumulative
basis till date)

Pursuant to Regulation 46 of SEBI (LODR) Regulations the details of Familiarization

Programme is uploaded on the Companys website at https://www.samkrgpistonsandrings.com/ policies.html 21. POLICY FOR PROHIBITION OF INSIDER TRADING

Vide notification No. EBI/LAD-NRO/GN/2018/59 Securities and Exchange Board of India (SEBI) has notified SEBI (Prohibition of Insider Trading) (Amendment) Regulations, 2018 with effect from April 01, 2019. The Company has accordingly formulated and adopted Code for Fair Disclosure of Unpublished Price Sensitive Information. The said code is also available on the website of company.

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors,

Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider

Trading) Regulations 2015.

The Company has also put in place requisite Structured Digital Database (SDD) system for the Designated Persons (DPs) to protect the confidentiality of Unpublished Price Sensitive Information (UPSI) of the Company.

22. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS AND CHANGES THEREIN DURING THE YEAR 2024-25

Shri Saripalli Kishore (DIN: 01665768), Director of the Company, who is liable to retire by rotation at this Annual General Meeting and being eligible, according to his performance and upon recommendation of nomination and remuneration committee, seeks for his reappointment at the ensuing 39^th AGM.

Mrs. Sirisha Ramaraju (DIN: 10750472) and Mrs. Nandiniy Vijaykumar (DIN: 01896892) were appointed at the 38^th Annual General Meeting as Non-Executive and Independent Director for 5 years with effect from 12th August, 2024 to 11^th August, 2029.

The resolution in terms of Regulation 17(1A) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 was put as

Special Resolution at 38^th AGM of the company for continuation Shri K.K. Kesavan (DIN:

10243054) on the Board and the said resolution was not passed as Special Resolution and consequently, he ceased to be the director of the Board of the company, as confirmedby the Board of Directors at their meeting held on 30^th September, 2024.

Mrs. Surabhi Jain Resigned from the position of Company Secretary and Compliance Officer w.e.f. August 12, 2024 and consequently Mr. Dinker Mishra (ICSI Membership No. ACS 48511) was appointed by the Board of Directors as Company Secretary and Compliance Officer with effect from September 30, 2024.

Changes after March 31, 2025

Mrs. Nandiniy Vijaykumar (DIN: 01896892) has resigned due to her certain professional responsibilities and personal reasons vide her resignation letter dated 28.05.2025 from the position of Non-Executive and Independent Director with effect from close of business hours of 28.05.2025. There are no other reason of her resignation, as confirmed by her in the aforesaid resignation letter.

Mr. Vetukuri Venkata Ramana Raju (DIN: 02534097) has been appointed as an Additional Director w.e.f. 11.08.2025 under the category of Non-Executive and Independent Director subject to further approval of members in the ensuing 39^th Annual General Meeting.

23. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee consists of the following Directors:

1. Mr. K.K Kesavan	Chairman
(Till 30.09.2024)
2 Mrs. Sirisha Ramaraju	Chairperson
(w.e.f. 30.09.2024)
3. Mr. Pinninti Raghu	Member
Prakash Swamy
(w.e.f. 30.09.2024)
4. Mr. S Kishore	Member

Brief description of terms of reference:

? Identifying persons who are qualified become directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the

Board for their appointment and removal;

? Carry on the evaluation of every directors performance;

? Formulation of the criteria for determining qualifications, positive attributes and independence of a director;

? Recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees;

? Formulation of criteria for evaluation of independent Directors and the Board;

? Devising a policy on Board diversity; and

? Any other matter as the Board may decide from time to time.

Nomination and Remuneration policy

The objective of the Policy:

1. To lay down criteria and terms and conditions with regard to identifying persons who are qualified become Directors (Executive and Non-Executive) and persons who may be appointed in Senior Management and Key Managerial positions and to determine their remuneration.

2. To determine remuneration based on the Companys size and financial positions and trends and practices on remuneration prevailing in peer companies.

3. To carry our evaluation of the performance of

Directors.

4. To provide them reward linked directly to their effort, performance, dedication and achievement relating to the Companys operations.

5. To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

24. LISTING OF EQUITY SHARES

The Companys equity shares are listed on BSE Limited, PJ Towers, Dalal Street, Mumbai 400001.

25. DEPOSITS

The Company has not accepted any Deposits in terms of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Hence there are no details to be disclosed under Rule 8(5) (v) of the Companies (Accounts) Rules, 2014

26. Corporate Governance

The Company is in compliance with all the applicable provisions of Corporate Governance. A report on Corporate Governance as required under Regulation 34 and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms part of the Annual Report. A Certificate from Shri M V N Murthy, statutory auditor of the company, regarding compliance with Para E of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this report as Annexure-11 forming part of the Corporate

Governance Report. of the Acompliancecertificate Managing Director and Chief Financial Officer of the company terms of Schedule II Part B read with Regulation 17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, inter alia, confirming the correctness of the financial statements and cash flow statements, of the internal control measures and reporting of matters to the audit committee is annexed as Annexure-9 and also a declaration signed by Managing Director by stating that members of the board and senior management personnel have affirmed the compliance of Code of Conduct and the said declaration is annexed as Annexure- 8 to this annual report.

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Board of Directors has adopted whistle Blower policy. The Whistle Blower policy aims for conducting the affairs in the fair and transparent manner by adopting highest standards of professionalism, honest, integrity and ethical behaviour. All permanent employees of the

Company are covered under the Whistle Blower Policy.

A mechanism has been established for employees to report concerns about unethical behaviour, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the chairperson of the audit committee in exceptional case. The said policy is available on our website.

28. MATERIAL ORDERS OF JUDICIAL BODIES / REGULATORS:

During the year under review no any significant or material orders were passed by the Regulators or Courts or Tribunals against the Company or its

Directors which may impact the going concern status of the Company or its operations in future or the Directors of the Company in any manner.

29. LISTING AND DEMATERIALISATION:

The Equity Shares of the Company are listed on the BSE Limited. Shareholders are requested to convert their physical holdings to dematerialized form to derive its benefits by availing the demat facility provided by NSDL and CDSL.

30. CASH FLOW AND CONSOLIDATED FINANCIAL STATEMENTS:

As required under the Regulation 34 (2) of the SEBI (LODR) Regulations, 2015 a cash flow statement adequacy enclosed with the financial statements is part of the Annual Report 2024 - 2025. Since, the Company has no subsidiary or associate company, therefore, the Consolidated Financial Statements of the Company for the financial year 2024 - 2025 is not applicable.

31. PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct for prevention of insider trading. All the Directors,

Senior Management employees and other employees who have access to the unpublished price sensitive information of the Company are governed by this code. During the year under report, there has been due compliance with the said code of conduct for prevention of insider trading based on the SEBI (Prohibition of Insider

Trading) Regulations 2015.

The Company has also put in place requisite Structured Digital Database (SDD) system for the Designated Persons (DPs) to protect the of Unpublished Price Sensitive confidentiality Information (UPSI) of the Company.

32. RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange Board of India (SEBI), Reconciliation of Share Capital Audit has been carried out by Shri VBSS Prasad, Practicing Company Secretary, during the financial year 2024-25.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company hereby affirm that during the year 2024-25, it has complied with all the applicable secretarial standards (including any modifications or amendments thereto) issued by the Institute of cial and Company Secretaries of India.

34. PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL:

The Statement of particulars of Appointment and Remuneration of Managerial Personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as enclosed as per Annexure - 4 to this Annual Report.

35. INSURANCE

All properties and insurable interests of the Company including building, plant & machinery and stocks have been fully insured.

36. CHANGE IN NATURE OF BUSINESS

There is no change in the Companys nature of business during the financial year ended March 31, 2025.

37. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The company has well defined internal control systems and procedures for ensuring optimum utilization of various resources, Investment decisions involving Capital Expenditure or taken up only after due appraisal and review. The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. Internal audit function covers and carried out periodically and reviewed by the Audit Committee to ensure that all policies and procedures are adhered to, and all statutory obligations are complied with.

The internal control systems, comprising of policies and procedures are designed to ensure sound management of your Companys operations, safekeeping of its assets, optimal utilization of resources, reliability of its financial information and compliance. Based on the report of Internal Audit function, corrective actions are undertaken in the respective areas and thereby strengthen the controls. The statutory auditors of the Company have audited the financial statements included in this annual report and has issued a report on our internal financial controls over financial reporting as defined in Section 143 of the Act.

Internal Financial Controls are an integrated part of the risk management process, financial addressing reporting risks. The internal financial controls have been documented, digitized and fixed in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews, control, self-assessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial control.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS

No such orders have been received during the year 2024-25 . 39. POLICY ON SEXUAL HARASSMENT

The Company has zero tolerance for sexual harassment at workplace and has in place an

Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) and the rules made thereunder. The Policy aims to provide protection to employees at workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure. During the financial year 2024-25, the Company received NO complaints on sexual harassment.

40. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Para B of Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Management Discussion and Analysis Report is annexed as Annexure- 6 separately forming integral part of the Annual Report.

41. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES

TO INVESTOR EDUCATION AND PROTECTION FUND

(IEPF)

The company has transferred the unclaimed dividend up to the financial year 2016-17 and the shares being unclaimed have also been transferred to the Investor Education and Protection Fund

(IEPF) of Ministry of Corporate Affairs pursuant to the provisions of the Companies Act, 2013 read with the Investor Education and Protection

Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Shareholders /claimants whose shares, unclaimed dividend, have been transferred to the aforesaid IEPF Account or the Fund, as the case may be, may claim the shares or apply for refund by making an application to the IEPF Authority in Form IEPF-5 (available on http://www.iepf.gov. in) along with requisite fee, if any, and for more details regarding the same can be obtained by our Registrar and Share Transfer Agent (RTA).

42. GREEN INITIATIVES

In commitment to keep in line with the Green

Initiatives and going beyond it, electronic copy of the Notice of 39th Annual General Meeting of the Company including the Annual Report for FY 2024-25 are being sent to all Members whose e-mail addresses are registered with the company/ depository participants.

43. CAUTIONARY STATEMENT:

Statements in this Directors Report and

Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be "forward-looking statements" within the meaning of applicable acts, laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principle markets, changes in government regulations, tax regimes, economic developments within India and the countries in which company conducts its business and other ancillary factors.

44. ACKNOWLEDGEMENTS

The Board of Directors would like to express their sincere thanks to the shareholders and investors of the Company for the trust reposed in the Company over the past several years.

Your Directors would also like to thank the central government, state governments, financial institutions, banks, customers, dealers and vendors for their co-operation and assistance. The

Directors also place on record their appreciation made by the employees at all levels.

The Board would like to reiterate its commitment to continue to build the organisation into a world-class enterprise in all aspects

	BY ORDER OF THE BOARD
	For SAMKRG PISTONS AND RINGS LIMITED
	Sd/-	Sd/-
	SARIPALLI KISHORE	SARIPALLI KARUNAKAR
Place: Hyderabad	WHOLETIME DIRECTOR	CHAIRMAN & MANAGING DIRECTOR
Date : August 11, 2025	DIN: 01665768	DIN: 01665760