Subros Ltd Directors Report

Dear Members,

Your Directors are pleased to present the 40^th Annual Report of the Company together with the audited financial statements for the year ended March 31, 2025.

FINANCIAL RESULT

Particulars	Standalone		Consolidated
	Financial Year	Financial Year	Financial Year	Financial Year
	2024-25	2023-24	2024-25	2023-24
		(Rs. in Crores)
Revenue from operations	3367.57	3070.57	3367.57	3070.57
Other income	20.78	14.67	20.71	14.55
Profit before depreciation, interest and tax	343.10	268.88	343.03	268.76
Less: Finance cost	11.48	11.67	11.48	11.67
Less: Depreciation	128.17	116.51	128.17	116.51
Add: Share of profits/loss of joint venture (equity	-	-	0.20	0.08
method)
Net profit before Taxation	203.45	140.70	203.58	140.66
Less: Tax	53.06	43.04	53.06	43.04
Profit after Taxation	150.39	97.66	150.52	97.62
Profit brought forward	605.87	518.65	605.95	518.79
Profit available for appropriation	742.46	605.87	742.67	605.95

BUSINESS OPERATIONS

The net revenue from operations for the financial year ended

March 31, 2025 is Rs. 3367.57 Crores as against Rs.

3070.57 Crores in the previous financial year. The Net Profit before Tax is Rs. 203.45 Crores as compared to Rs. 140.70

Crores in the previous financial year.

The Indian automobile industry is witnessing robust growth, propelled by rising disposable incomes, rapid urbanization, and supportive government initiatives focused on sustainable mobility. This momentum is expected to persist, with the sector projected to grow consistently in next 2~3 years. Technological innovation is at the forefront of industry transformation.Automakersareincreasingly adoptingadvanced technologies such as connected vehicles, autonomous driving, and advanced driver-assistance systems (ADAS). The shift toward electric vehicles (EVs) is accelerating, with EVs now accounting for over 6% of total two-wheeler sales, and several new battery electric vehicles (BEVs) launched in 2025. Local component manufacturers are focusing on indigenizing advanced parts like electric motors and automatic transmissions to reduce import dependence.

The company remains committed to developing new products using cutting-edge technology to stay future-ready. All thermal solutions are meticulously designed to meet the evolving needs of customers across mobility sectors. Improving operational efficiency, product quality, and supply chain effectiveness continues to be a strategic priority and will remain a key driver of competitiveness going forward.

There has been no change in the nature of the Companys business.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

In FY 2024-25, Indias external environment saw a mixed bag of challenges and opportunities. While the economy exhibited resilience, with GDP growth projected at 6.4%, global uncertainties like the Red Sea crisis and geopolitical tensions impacted trade and investment flows. Despite these headwinds, Indias foreign exchange reserves remained robust, and FDI inflows showed a revival.

The Indian automobile industry continued its growth trajectory, driven by healthy demand, infrastructure investments, and government policies supporting sustainable mobility. Domestic sales increased by 7.3%, and exports rose significantly by 19.2%.Indias automobile industry saw a strong performance, with passenger vehicle sales reaching a record high of 4.3 million units. This growth was primarily driven by the utility vehicle segment, which accounted for 65% of total passenger vehicle sales. There has been a clear and continuous shift in consumer preference from car segment to SUV segment, with SUVs share going up from 49% (FY 2022-23).

The Indian automobile industry is poised for strong growth, driven by increasing demand, government initiatives, and a shift towards electric vehicles. The governments push for EV adoption and increasing consumer awareness are expected to fuel the growth of the EV segment, with EVs potentially accounting for a significant by 2030. Initiatives like the AMP 26, scrappage policy, and production-linked incentive scheme are expected to boost the industrys growth and competitiveness. India has the potential to become a global hub for automotive manufacturing and innovation, with increasing exports and investments from international companies. The industry is focusing on developing and adopting new technologies, such as connected vehicles, autonomous driving, and advanced driver-assistance systems. The industry is also prioritizing sustainability, with increasing focus on reducing emissions and adopting eco-friendly technologies.

The Company continues to remain watchful of possible impact of changes in interest rates, vehicle prices, volatile geopolitical situation impacting economic & supply chain situations on end consumer & OEM demand. The BEV/ Hybrid/CNG (alternate fuel) vehicle penetration continues to increase due to Govt. push through various regulations & schemes and also increase in customer acceptability for clean or alternate fuel vehicles. Govt AC Mandate for Goods carrier (N2 & N3 category) will have immediate positive impact on our performance of FY 2025-26. Strong Order book for Railway Business will be a key driver for our top line as well as bottom line. The Company is also focused to develop segments like Bus AC with more variety of products and also EV AC kits. With a well-diversified thermal solution portfolio and strong manufacturing presence, export remains another focus area for the organization.

EXPANSION AND FUTURE PROSPECTS

The Company has increased its capacity in existing plant locations to meet the increasing customer demand. The

Company has also sanctioned to setup green field project at Kharkhoda (Haryana). The Company has also introduced products for Railway Business, Goods Carrier vehicle (trucks), Hybrid & Electric Vehicle in FY 2024-25 and will continue to introduce more such products in coming years as per customer/ market requirements. Localization and cost optimization activities across all product segments to marginalize impact of global economic factors remains one of the core focus for operations team. There is capacity & product optimization and enhancement plan with focus on Make in India along with increased local manufacturing to ensure sufficient capacity is available for all customers across locations in line with growing market demand across all the segments.

Subros continuous investment to enhance design capability as we move forward, has ensured that the organization is ready to meet future customer demands in-line with Govt. regulations with strong focus on long term technology development. Currently, active work is being done for various OEMs of diverse vehicle application for Indian as well as Global Requirements. The long term growth prospects for the Companys product remains robust with passenger vehicle industry production likely to touch 7 million vehicles by 2030.

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 150.39

Crores as against Rs. 97.66 Crores in the previous year. The Board has recommended a dividend of Rs. 2.60 per share (130% on the face value of equity shares of Rs. 2 each) for the financial year ended March 31, 2025, as against Rs. 1.80 per share (90% on the face value of equity shares of Rs. 2 each) in the previous year.

The dividend, if approved by the Members at the ensuing Annual General Meeting (AGM), shall absorb a sum of Rs. 16.96 Crores.

The Dividend Distribution Policy of the Company is available on the Companys website at https://www.subros.com/investors/ policies.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1.50 Crores to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments that affect the financial position of the Company subsequent to the date of financial statement.

CAPITAL STRUCTURE

During the year there is no change in the Capital Structure of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the following changes took place in the Board and Key Managerial Personnel of your Company: i. Mr. Parmod Kumar Duggal was re-appointed as the

Whole-time Director designated as Executive Director &

Chief Executive Officer of the Company for a period of 3 years with effect from 5^th August, 2024. ii. Ms. Shradha Suri was re-appointed as Chairperson & Managing Director of the Company for a period of 3 years with effect from 12^th May, 2025. iii. Mr. Naohisa Kuriyama, Nominee Director has resigned due to change in nomination of M/s DENSO Corporation,

Japan with effect from 28^th March, 2025. iv. Dr. Yasuhiro Iida, Alternate Director to Mr. Naohisa

Kuriyama has been vacated due to the resignation of Mr. Naohisa Kuriyama, the Original Director with effect from

28^th March, 2025. v. Mr. Yusuke Hara, appointed as Nominee Director of M/s

DENSO Corporation, Japan with effect from 28^th March, 2025. vi. Dr. Yasuhiro Iida, appointed as Alternate Director to Mr. Yusuke Hara, the Original Director with effect from 28^th March, 2025.

Pursuant to the provisions of Section 152, other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Hisashi Takeuchi (DIN: 07806180) Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for reappointment.

His brief resume as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 40^th AGM of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.

Declaration from Independent Directors:

The Company has received declaration(s) from all the Independent Director(s) of the Company as laid down under

Section 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualificationof Directors),

2014 along with Regulation 16 and Regulation 26 of the listing Regulations, confirming that they meet the criteria as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Board Meeting:

The Board of Directors met five times during the financial year 2024-25, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Board has Committees i.e Audit Committee, Nomination

& Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Composition, terms of reference and number of meetings of the Board Committees is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.

Policy on Directors Appointment and Remuneration: The policy of the Company on Directors and Senior Management appointment and remuneration including criteria for determining qualification, positive attributes and other matters is available on the website https://www.subros.com/investors/ policies of the Company.

ANNUAL RETURN

The Annual Return as on March 31, 2025, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company https://www.subros.com/investors/ annual-returns and forms integral part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act,

2013, your Directors hereby confirm that: a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b) The Directors have 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 at the end of the financial year and of the profit and loss of the Company for that period; c) The Directors have 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 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 were operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES AND JOINT VENTURES

DENSO Subros Thermal Engineering Centre India Private Limited, a Joint Venture, achieved revenue of Rs. 17.95 Crores during the FY 2024-25 as against Rs. 17.48 Crores in the previous year. The Joint Venture achieved a profit of

Rs. 0.75 Crores during the year as against Rs. 0.31 Crores increased by 141.94%. Your Company is holding 26% shares in this Joint Venture. The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and IND AS 110 - Consolidated Financial Statements read with IND AS 31 - Interest in Joint Ventures, your Directors have pleasure in attaching the Audited Consolidated Financial Statements, which forms a part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Company (Accounts) Rules, 2014 relevant rules is annexed herewith as Annexure-1 and forms integral part of this report.

AUDITORS AND AUDITORS REPORT

Statutory Auditors: As per the provisions of Section 139 of the Companies Act, 2013, the shareholders have approved the re-appointment of M/s Price Waterhouse Chartered

Accountants LLP, as Statutory Auditors of the Company for the second term of five consecutive years from the conclusion of the 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting. The Auditors Report to the Members for the year under review does not contain any qualification, reservation or adverse remark. The observations of the Auditors and the relevant notes on accounts are self-explanatory and therefore do not call for any further comments.

Cost Auditors: The Company has re-appointed M/s. Chandra

Wadhwa & Company, Cost Accountants, as Cost Auditors of the Company to conduct the audit of cost records maintained by the Company for the FY 2025-26 in accordance with

Section 148(1) of the Companies Act 2013. The ratification of remuneration payable to Cost Auditors for the FY 2025-26 is being sought from the Members of the Company at the ensuing AGM.

Secretarial Auditors: As per the provisions of Regulation 24A of the SEBI Listing Regulations, and Section 204 of the Act and on the basis of Audit Committee recommendation, the Board of Directors approves and recommends for shareholders approval for the appointment of M/s RSM &

Co., (Firm Registration No P1997DE017000). The Company has appointed M/s. RSM & Co., Company Secretaries as

Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the firstterm of Five Years from 01.04.2025 to 31.03.2030.

The Secretarial Audit Report for the financial year ended

March 31, 2025 is annexed as Annexure-2 and the same is self-explanatory. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Statutory Auditors, Cost Auditors or Secretarial Auditors have not reported any frauds during the Financial Year 2024-25 under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant

Courts or Tribunals impacting the going concern status and Companys operations in future.

INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock Exchanges, which forms part of this Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any inter- corporate loans and/or provided any guarantees. Details related to the investments made by the Company are given in Note 5(a),(b)&(c) to the Standalone Financial Statements of the Company. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one time settlement with any Bank or Financial Institution(s).

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility

(CSR) Policy to undertake CSR initiatives as specified in

Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013. The Annual Report on CSR activities is annexed as Annexure-3 and forms integral part of this report. This Policy is placed on the website of the Company https://www.subros. com/zip/CSR%20Policy.pdf.

RISK MANAGEMENT

The Company has robust Risk Management framework in place which is aligned with ISO 31000: 2018 Risk Standard. Companys Risk Management policy is defined and reviewed periodically. ERM framework has detailed the process of Risk Identification, analysis, evaluation and treatment. ERM framework is certified after conducting audits by the external accredited agencies. Every year audits are done to review the appropriateness of the deployment of ERM framework in the organization and participation of the functional team.

Every year Company carries the Bench marking exercise by referring to the external agency reports and analyzing the risks identified by OEM / industry peers which enable us to stay ahead of curve. The risk management process and structure ensure the identification & mitigation of Strategic,

Operational, Financial & Regulatory risk(s). The Risk Registers and mitigation action implementation is reviewed at fixed frequency by the management and commitments to resource allocation ensure that risk management remains a priority. The Risk Management Committee also review the progress of Risk identified& its mitigation plan on half yearly basis. The Company is working to create a Risk averse and Opportunity focused culture that promotes principled decision making to establish acceptable risk Levels in the organization.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, thematerialorderwaspassedbytheRegulatorsor Company has established a Vigil Mechanism/ Whistle Blower

Policy for directors, employees, suppliers, contractors and other stakeholders of the Company. The purpose and objective of this Policy is to cover serious concerns, unethical behavior, actual or suspected fraud that would have a larger impact on image and values of the Company due to incorrect financial reporting or improper conduct. The Whistle Blower Policy has been placed on the website of the Company https://www. subros.com/zip/Whistle%20Blower%20Policy.pdf

SEXUAL HARASSMENT

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been set up to redress complaints received regarding sexual harassment. During the year the Company did not receive any complaint.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company https://www.subros.com/zip/ Related%20Party%20Transaction%20Policy.pdf. A statement of all particulars of Contracts or Arrangements with material related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed as Annexure-4 and forms integral part of this report.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE) and the National Stock Exchange of India

Limited (NSE). The listing fees for the financial year 2025-26 have been paid to the said stock exchanges.

ANNUAL EVALUATION

In compliance with the provisions of the Companies Act, 2013, Listing Regulations and Guidance Note issued by SEBI the Board has formulated a framework, inter alia, for formal evaluation of its performance and effective functioning of its committees and the Board of Directors.

In this regard the Board has, inter alia, carried out an annual evaluation of the performance of all the independent director(s). The Nomination & Remuneration Committee (“NRC”), inter alia, reviewed the performance of every directors and the Board as a whole and its committee(s). The Independent Directors, inter alia, reviewed performance of non-independent directors, the Board as a whole and its committees and assessed the quality, quantity and timeliness of flow of information between the Companys management and the Board. The evaluation criteria of the performance of every director, Board & its committees included, inter alia, their structure/ composition, meeting availability and attendance, commitment, contribution, integrity, ability to function as a team, expertise drawn from diverse domains banking, administration, strategic and technical and bring specific knowledge & competencies relevant to the Companys business. The Board members participation and overall functioning was quite satisfactory and effective during the year under review. There are no specific observations on the

Board evaluation carried out during the year as well as for the previous year.

CREDIT RATING

ICRA assigned the Long Term Ratings as [ICRA] AA “Stable” and the Short Term Ratings as [ICRA] A1+“Positive”.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-5 to this Report having regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said statement of employees under Section 197(12) of Companies Act, 2013 is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any Member interested in obtaining said statement may write to the Company Secretary at the registered office of the

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries regarding compliance on the conditions of corporate governance prescribed under Listing Regulations is annexed herewith and forms integral part of this Report. All Policies of the Company are available on the website of the Company https://www.subros.com/investors/policies.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A report on adoption of responsible business practices in the interest of the social, governance and environmental perspective are as vital as their financial and operational performance, conforming to the requirements of the clause (f) of sub-regulation (2) of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for Financial Year 2024-25 is annexed herewith and forms integral part of this Report.

INVESTOR EDUCATION AND PROTECTION FUND

The disclosure of IEPF related activities during the year under review forms a part of the report on Corporate Governance.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its Committee(s) and General Meetings.

ACKNOWLEDGMENT

The Board extends heartfelt gratitude to the Companys valued customers, Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Ashok Leyland Limited, Force Motors Limited, Renault Nissan Automotive India Private

Limited and many more, for the trust and confidence reposed by them in the Management for their co-operation and support provided to the Company. The Board acknowledge cooperation and support of the supplier base, vendors and Companys bankers HDFC Bank,

ICICI Bank, State Bank of India, Kotak Mahindra Bank & other

Banks and our collaborators, DENSO Corporation, Japan and Suzuki Motor Corporation, Japan for their continued support. The Board conveys appreciation to all the Companys employees for their hard work, support. and commitment towards the achievement of the performance and overall growth of the Company. Last but not the least, the Board wishes to thank all the shareholders, business associates and other stakeholders for their long association during the growth journey of the Company.

ANNEXURE-1 TO THE DIRECTORS REPORT

Information regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 forming part of Directors Report.

A)

CONSERVATION OF ENERGY

(i)

The

steps

taken

or

impact

on

The Company is working consistently towards energy conservation in

conservation of energy

all

key areas related to manufacturing and administrative operations.

Various measures are taken to optimize power costs associated

with the

manufacturing of products. The following are some of the measures initiated/

adopted for conservation and optimized utilization of energy during the year

under review:

•

ETP & STP installed in Chennai plant

•

STP installed in PDC plant

•

Pune plant-Rain water harvesting installation In progress

•

Use of Day light sheet for Natural lighting in P#2 & P#1 plant

is in

progress

(ii)

The steps taken by

the

Company

for

•

Use of solar power (roof top) in following plants

utilizing alternate sources of energy

- Manesar Plant Solar power capacity increase by 264 KVA

(iii)

The

Capital

Investment

on

energy

•

Investment is done for projects where ROI < 1 Years

conservation equipment

B)

TECHNOLOGY ABSORPTION

(i)

The efforts made towards technology

•

Extended range of Hydrogen Fuel Cell Bus Integrated

Thermal

absorption

Management systems development (9m & 12m Length Buses).

•

Railway LHB Coach AC design, development and production.

•

Design & development of thermal systems components for Electric cars,

Electric Trucks and Electric Tractors application.

•

Design & Development of Thermal systems including control panel for

Truck cabin AC mandate.

•

Cost reduction by alternate sourcing and localization in the field of

Blower motors, Automotive HVAC, Compressor, Heat Exchangers, Pipes

& Hoses.

•

Development of new products based on system level application

engineering for ECM, HVAC systems of Car, Bus, Truck & Railways and

EVs.

•

In-house Software development for the controllers of thermal management

systems.

•

New technology products developed to meet future market demand for

features like low noise, low weight feature based HVAC, energy efficient

and eco-friendly ACs.

(ii)

The

benefits derived

like

product

•

Awards & appreciations received for innovative designs

&

faster

improvement, cost

reduction,

product

development.

development or import substitution

•

Cost reduction has been achieved by implementing VAVE ideas and new

technology based products.

•

Import substitution has been achieved by in-house manufacturing of

parts, localization of material and parts.

(iii)

In case of imported:

The Company has been importing technology in collaboration with DENSO

Corporation, Japan and Suzuki Motor Corporation, Japan since

1986.

(a)

Technology

(Imported

during

the

Further, the Company under Technical Assistance Agreement(s) with DENSO

AN=2> last

three years reckoned from

the

Corporation, Japan for transfer of technology for HVACs, Compressors,

beginning of the financial year) the

Radiators and other thermal products manufactured by the Company.

details of technology imported

(b)

The year of import

1986 onwards

(c)

Whether the technology has been fully

The technology has been absorbed within the period of applicable Technical

absorbed

Assistance Agreement(s). For new models of HVAC system, Radiators, Fans,

Motors and Compressor models, the same is being implemented as a part

of ongoing process.

(d)

If

not

fully absorbed,

areas

where Not applicable

absorption has not taken place, and the

reason thereof

(iv)

The

expenditure incurred

on Research During the year, various major activities in the fieldof research and development

and Development

were carried out by the Company in the areas of New Product Development,

Application Engineering, Intellectual

Property creation, Technical papers

publication and presentations, Benchmarking, New capability development of

Fan profile design, Participation in National & international Technical events,

Technology Exhibitions, SAE Events, New Technology Development, Electric

vehicle thermal management solutions, in house testing facility upgradation,

Software lab establishment, startups engagements.

(Rs. in Lakhs)

2024-25

2023-24

Capital

55.85

17.21

Recurring

3178.79

2906.32

Total expenditure

3234.64

2923.53

Total R&D expenditure as a

0.96%

0.95%

percentage of net

turnover

C)

FOREIGN EXCHANGE EARNINGS AND OUTGO

(Rs. in Lakhs)

2024-25

2023-24

Total foreign exchange earned

27.69

6.71

Total foreign exchange outgo

(i) CIF value of imports (Recurring)

53,712.17

59,248.32

(ii) CIF value of imports (Capital

806.16

3041.11

Expenditure)

(iii) Expenditure in foreign currency

6,353.40

5851.56

ANNEXURE-2 TO THE DIRECTORS REPORT

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31^st MARCH, 2025

[Pursuant to section 204(1) of the Companies Act, 2013 read with Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

To,

The Members SUBROS LIMITED

LGF, World Trade Centre, Barakhamba Lane,

New Delhi– 110 001

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SUBROS LIMITED (hereinafter called "the Company”). The Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on our verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during the audit period covering the financial year ended on March 31, 2025 complied with the statutory provisions listed hereunder and also that the Company has proper Board

- Processes and Compliance - Mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:-We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31st March, 2025 according to the provisions of:

1. The Companies Act, 2013 (“the Act”) and rules made thereunder;

2. The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder;

3. The Depositories Act, 1996 and the Regulations and bye - laws framed thereunder;

4. The Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

5. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI

Act) :-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 and amendment thereon; (b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendment thereon; (c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021;

(Not applicable to the Company during the audit Period);

(e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period);

(f) The Securities and Exchange Board of India (Registrar to an Issue and Share Transfer Agents) Regulations, 1993 regarding Companies Act and dealing with client; (g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; (Not applicable to the Company during the audit period) and (i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and amendment thereon.

6. We further report that, having regard to the compliance system prevailing in the Company and on examination of the relevant documents and records in pursuance thereof on test check basis, the Company has complied with the following laws as applicable specifically to the Company: i) The Factories Act 1948, and Rules made there under; ii) The Air (Prevention and Control of Pollution) Act, 1981 and Rules made thereunder; iii) The Environment Protection Act, 1986 and Rules made thereunder; iv) The Water (Prevention and Control of Pollution) Act, 1974 and Rules made thereunder; v) The Contract Labour (Regulation & Abolition) Act, 1970 and Rules made thereunder; vi) The Petroleum Act, 1934 and Rules made thereunder; vii) The Explosives Act, 1884 and Rules made thereunder; viii) The Legal Metrology Act, 2009 and Rules made thereunder;

We have also examined compliance with the applicable clause of the following: i) Secretarial Standard with regard to meeting of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India; ii) The Listing Agreement entered into by the Company with BSE Limited and National Stock Exchange of India Limited; During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards etc. mentioned above.

7. We further report that the compliances by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same have been subject to review by statutory financialaudit and other designated professionals.

8. We further report that:-

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Director and Independent Directors. The Changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act; Adequate notice is given to all Directors to schedule the Board Meetings, agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarification on the agenda items before the meeting and for meaningful participation at the meeting; and The majority of decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of meetings of the Board of Directors or committee of the Board, as the case may be.

9. We further report that during the audit of the Company no events occurred which had bearing on the Companys affairs in pursuance of the above referred laws, rules, regulations, guidelines, standard etc.

This report is to be read with our letter of even date which is annexed as “Annexure-1” and form an integral part of this report.

Annexure-1

To,

The Members SUBROS LIMITED

Our Report of even date is to be read along with this letter.

1. Maintenance of Secretarial records is the responsibility of the Management of the Company. Our responsibility is to express an opinion on the Secretarial Records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verifications were done on the test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial and books of accounts of the Company.

4. Wherever required, we have obtained the Management representation about the compliances of Laws, Rules and Regulations and happening of events etc.

5. The compliance of the provisions of corporate and other applicable Laws, rule and regulations, standards is the responsibility of the Management. Our examination was limited to the verification of procedures on test basis.

6. Our Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.

ANNEXURE - 3 TO THE DIRECTORS REPORT

THE ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (“CSR”) ACTIVITIES

1. Brief outline on CSR Policy of the Company

Subros endeavors to integrate social and environment concerns in its business operations. The Company demonstrates an increased commitment at all levels in the organization to operate business in an economically, socially and environmentally sustainable manner. The objective of CSR policy is to actively contribute to the social, environmental & economic development of the society.

2. Composition of CSR Committee:

Sl. No. Name of Director	Designation/Nature of Directorship	Number of meetings of CSR Committee held during the year	Number of meetings of CSR Committee attended during the year
1 Mrs. Vanaja Narayanan Sarna	Chairperson/ Independent, Non-executive	2	2
2 Mr. Arvind Kapur	Member / Independent, Non-executive	2	2
3 Ms. Shradha Suri	Member / Non-Independent, Executive	2	2

3. Provide the web-link(s) where composition of CSR Committee, CSR Policy and CSR Projects approved by the Board are disclosed on the website of the company: https://www.subros.com/investors/corporate-social-responsibility.

4. Provide the executive summary along with web-link(s) of Impact Assessment of CSR Projects carried out in pursuance of sub-rule (3) of rule 8, if applicable: Not Applicable 5. a) Average net profit of the Company as per sub-section(5) of section 135 : Rs. 8,534 Lakhs b) Two percent of average net profit of the company as per sub-section (5) of section 135 : Rs. 170.68 Lakhs c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years : NIL d) Amount required to be set-off for the financial year, if any : NIL e) Total CSR obligation for the financial year [(b)+(c)-(d)] : Rs. 170.68 Lakhs 6. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project):Rs.162.68 Lakhs b) Amount spent in Administrative Overheads : Rs. 8.50 Lakhs c) Amount spent on Impact Assessment, if applicable : Not Applicable d) Total Amount spent for Financial Year [(a)+(b)+(c)] : Rs. 171.18 Lakhs e) CSR amount spent or unspent for the Financial Year :

Total Amount		Amount Unspent (Rs. in Lakhs)
Spent for the Financial Year	Total Amount transferred to Unspent CSR Account as per sub-section (6) of section 135		Amount transferred to any fund specified under Schedule VII as per second proviso to sub- section (5) of section 135
(Rs. in Lakhs)	Amount	Date of transfer	Name of the Fund	Amount	Date of transfer
170.68			NIL

(f) Excess amount for set off, if any:

Sl. No. Particular	Amount (Rs. in Lakhs)
(i) Two percent of average net profit of the Company as per sub-section (5) of section 135	170.68
(ii) Total amount spent for the Financial Year	171.18
(iii) Excess amount spent for the Financial Year [(ii)-(i)]	Nil
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any	1.74
(v) Amount available for set off in succeeding Financial Years [(iii)-(iv)]	1.74

7. Details of Unspent CSR amount for the preceding three financial years : NIL

8. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the

Financial Year : No

9. Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per sub-section (5) of Section 135 : Not Applicable

ANNEXURE - 4 TO THE DIRECTORS REPORT

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of Section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto

Details of material contracts or arrangements or transactions not at arms length basis : Not Applicable Details of material contracts or arrangements or transactions at arms length basis:

S.	Name(s) of	Nature of		Nature of contracts/	Duration of	Salient terms	Date of	Amount
No.	the related	relationship	transactions/ arrangements		contracts/	of contracts/	approval by	paid as
	party				transactions	transactions/	the Board/	advance,if
					Arrangements	arrangements	Audit	any
						including, value,	Committee
						if any
						(Rs. in Crores)
1.	Global	Entities	Transactions with respect		Ongoing	281.55	29.01.2024	Nil
	Autotech	over which	to:		transactions
	Limited	Director and/	(i)	sale, purchase, lease	(for details
		or relative		and/ or transfer of	please refer
		has control		components, parts,	Annexure-1 to
		or joint		products, goods,	the Notice)
		control (As		materials, assets,
		per Listing		services or resources,
		Regulations)	(ii)	reimbursement of
				expenses including
				towards availing /
				providing for sharing/
				usage of each others
				resources and
			(iii)	transfer of any
				resources, services
				or obligations to
				meet their business
				requirements.
2.	Maruti	In terms of	Transactions with respect		Ongoing	1751.03	29.01.2024	Nil
	Suzuki	Regulation	to:		transactions
	India	2(1)(zb)(b)	(i)	sale, purchase, lease	(for details
	Limited	(ii) of Listing		and/ or transfer of	please refer
		Regulations		components, parts,	Annexure-1 to
		and		products, goods,	the Notice)
		Common		materials, toolings,
		Director		assets, services or
				resources,
			(ii)	reimbursement of
				expenses including
				towards availing /
				providing for sharing/
				usage of each others
				resources and
			(iii)	transfer of any
				resources, services
				or obligations to
				meet their business
				requirements.
S.	Name(s) of	Nature of		Nature of contracts/	Duration of	Salient terms	Date of	Amount
No.	the related	relationship	transactions/ arrangements		contracts/	of contracts/	approval by	paid as
	party				transactions	transactions/	the Board/	advance,if
					Arrangements	arrangements	Audit	any
						including, value,	Committee
						if any
						(Rs. in Crores)
3.	Suzuki	In terms	Transactions with respect		Ongoing	1086.61	29.01.2024	Nil
	Motor	of Regulation	to:		transactions
	Gujarat	2(1)(zb)(b)	(i)	sale, purchase, lease	(for details
	Private	(ii) of Listing		and/ or transfer of	please refer
	Limited	Regulations.		components, parts,	Annexure-1 to
				products, goods,	the Notice)
				materials, assets,
				services or resources,
			(ii)	reimbursement of
				expenses including
				towards availing /
				providing for sharing/
				usage of each others
				resources and
			(iii)	transfer of any
				resources, services
				or obligations to
				meet their business
				requirements.

ANNEXURE – 5 TO THE DIRECTORS REPORT

INFORMATION PERTAINING TO REMUNERATION UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013, READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of Director & Designation	Ratio to median remuneration
Ms. Shradha Suri– Chairperson & Managing Director	96.99%
Mr. Parmod Kumar Duggal, Executive Director & CEO	58.43%

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Company Secretary, if any, in the financial year:

Name & Designation	Percentage increase in remuneration
Ms. Shradha Suri, Chairperson & Managing Director	Nil
Mr. Parmod Kumar Duggal, Executive Director & CEO	17.32%
Mr. Hemant K. Agarwal, CFO & SVP (Finance)	10.26%
Mr. Kamal Samtani, Company Secretary	4.12%

Notes: (i) The remuneration paid to Independent Directors/ Non-Executive Directors which includes sitting Fees is proportionate to their attendance in Board and Committee meetings and Commission based on Shareholder approval.

(ii) Commission/Performance linked incentive paid to the Executive Directors/KMPs have not been considered in calculation for the percentage increase.

(iii) The percentage increase/(decrease) in the median remuneration of employees in the financial year : (1.07) %

(iv) The number of permanent employees on the rolls of Company 3908 as on 31-03-2025.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Particulars	31.03.2025
% increase in median salary of employees	(1.07)%
% increase in average salary of managerial personnel	7.93%

(vi) Affirmation that the remunerationisasperthe Affirmed that the remuneration is as policy of the per remuneration policy of the Company.