Sundaram Clayton Ltd Directors Report

TO THE SHAREHOLDERS

The Directors have the pleasure of presenting the 9 th Annual Report and the audited accounts of the Company for the year ended 31 st March 2026.

1. FINANCIAL HIGHLIGHTS

( in Crores)

Particulars	Year Ended 31-03-2026	Year Ended 31-03-2025
Revenue from Operations	1,788.55	2,109.14
Other Income	20.35	13.66
Profit / (loss) before Depreciation,	330.29	297.16
Finance Costs, Exceptional items
and Tax Expense
Less: Depreciation / Amortization /	133.68	115.55
Impairment
Profit / (loss) before Finance Costs,	196.61	181.61
Exceptional items and Tax Expense
Less: Finance Costs	83.27	72.22
Profit / (loss) before Exceptional	113.34	109.39
items and Tax Expense
Add / (less): Exceptional items	513.49	196.69
Profit / (loss) before Tax Expense	626.83	306.08
Less: Tax Expense (Current &	74.60	48.16
Deferred)
Profit / (loss) for the year	552.23	257.92
Other Comprehensive Income /	(5.88)	(3.98)
(loss)
Total Comprehensive Income	546.35	253.94

2. DIVIDEND

The Board of Directors of the Company (the Board) at its meeting held on 27 th March 2026, declared an interim dividend of

4.50/- per share (90%) on 2,20,46,162 equity shares of 5/- each for the year 2025-26 involving an outgo of 9.92 Cr. The same was paid to the members on 23 rd April 2026. The Board does not recommend any further dividend for the year under consideration. The dividend pay-out is in accordance with the Companys Dividend Distribution Policy.

The Board is not considering any transfer of amount to General Reserves for the year under review, as it is not mandatorily required.

3. PERFORMANCE

Indian economy:

Indias real Gross Domestic Product (GDP) is estimated to have grown by 7.7% in FY26 (source MoSPI), higher than 7.1% in FY25, reflecting resilience in domestic demand, government capital expenditure, and services sector strength. The manufacturing sector continues to emerge as a key driver of growth over the pastthreefinancialyears

Inflation is estimated to have moderated to 2.1% in FY26 (Source

RBI-Feb release), compared to 4.6% in FY25, supported by easing food and commodity prices.

US economy:

The United States recorded GDP growth of 2.1% in 2025, down from 2.8% in 2024, reflecting moderating economic momentum. Inflation eased further to 2.6% in 2025 from 3.0% in 2024 (source

BLS), while consumer spending remained supportive but softened over the year.

EU economy:

The European Union (EU27) recorded GDP growth of 1.5% in 2025, improving from 1.1% in 2024 (source European commission), indicating a modest recovery after a prolonged period of stagnation. Growth remained constrained by weak consumer demand and tight financial conditions, although easing inflation and gradual policy support provided some lift during the year.

Companys Performance:

Despite the backdrop of global volatility and evolving tariff and trade policies, the Company demonstrated resilience during the year. Following the strategic exit of SCLs two-wheeler (2W) business in March 2025, the overall revenue reflected a decline of 14.7%; however, excluding the exited 2W business, the Company achieved a healthy revenue growth of 5.7%, driven by strong performance of the core businesses, continued customer confidence and focused execution of new businesses. The Company significantly improved EBITDA to 17.2% from 12.6% in 2024-25 during the year by focusing on consolidation of plants for manufacturing synergies, by improving productivity & quality. The company was able to achieve this despite prolonged adverse global macroeconomic conditions and supply chain disruptions arising from U.S. tariff impacts.

The Company continues to focus on securing new business opportunities to drive sustainable future growth. As part of this strategy, the Company secured strategic orders from key customers during the year and further expanded its customer base by onboarding new customers in FY2025-26, strengthening its growth pipeline and market presence.

The Company commenced full fledged operations from its new smart mega die-casting plant at Thervoy Kandigai, Chennai, Tamil Nadu.The plant caters to growing demand for reliable, high quality aluminium die-cast components across powertrain, structural, chassis, and lightweighting applications.

The plant is built on lean, green, and connected principles that will enable manufacturing efficiencies and sustainability through advanced robotic manufacturing cells, automated storage and retrieval systems (ASRS), and autonomous mobile robots (AMRs), a fully digital manufacturing ecosystem. SCLs technological advancements are backed by its global R&D centres located in Stuttgart, Germany and at the IIT Research Park, Chennai. We were honoured with multiple prestigious awards and recognitions from Cummins India, PACCAR, and Kia, in addition to acknowledgements from the Government of India and the

Government of Tamil Nadu for excellence in Safety, Quality, ESG practices, and overall operational performance.

The following table highlights the performance of the Company during FY 2025-26:

Particulars	FY 2025-26*	FY 2024-25
Sales (Tonnage)	28,472	41,892
Sale of goods ( in Cr)	1,764.07	2,088.8
Domestic sales ( in Cr)	811.10	1,133.08
Export sales ( in Cr)	952.97	955.72
Profit before Tax and	113.34	109.39
exceptional income/expenses
( in Cr)

*The figures of FY 2025-26 are not comparable with previous year FY 2024-25 due to transfer of business unit at Hosur effective

31.03.2025.

The revenue of the Company is derived from Medium & Heavy Commercial Vehicles (MHCV) segment (74%), followed by Passenger Vehicle segment (25%) and the Two- wheeler segment (1%).

Strategic Divestment of Land Parcel at Padi, Chennai, Tamil Nadu

During the year, the Board of Directors approved the monetisation of certain surplus freehold land parcels of the Company situated at Padi, Korattur, Kakapallam and Villivakkam Villages, Chennai District, consequent to the relocation of the Companys manufacturing operations to SIPCOT Industrial Area, Thervoy Kandigai. The said land forms part of the overall landholding of the Company, and pursuant to the re-organisation approved by the Government of Tamil Nadu, the freehold portion was permitted to be dealt with by the Company in a manner it deems fit.

In this regard, the Company had entered into an Agreement to Sell on 8 th January 2026 with Canopy Living LLP, a joint venture between Arihant Foundations & Housing Limited and Prestige Estates Projects Limited, for the sale of approximately 16 acres of freehold land, for a total consideration of 558.62 crore.

The transaction was duly completed on 26 th March 2026 upon execution and registration of the Sale Deed, and the Company has received the entire consideration, including an advance of 25 crore received earlier and the balance consideration aggregating to 533.62 crore, in full and final settlement.

The proceeds from the aforesaid sale are proposed to be utilised primarily towards reduction of debt and strengthening of the

Companys financial position, thereby supporting its long-term growth and profitability.

Divestment of Die-Casting Business in Hosur, Tamil Nadu

The Hosur plant, primarily engaged in the manufacture of as-cast components for the two-wheeler segment, operated at relatively lower margins compared to the Companys machined components business. Considering evolving market dynamics, customer preference for machined components, and the capital investment required for modernization, the Company undertook this strategic decision to enhance operational efficiency, improve profitability, and optimise its business portfolio.

The Company undertook a strategic divestment of its high-pressure and low-pressure aluminium die-casting businesses at the Hosur plant, as part of its initiative to focus on core, high-value and technology-intensive machined components catering to the commercial vehicle and passenger vehicle segments.

In this regard, the Board of Directors, at its meeting held on 19 th February 2025, accorded in-principle approval for the divestment of the said business, and executed a Business Transfer Agreement on 26 th March 2025 with Sandhar Ascast Private Limited, a wholly owned subsidiary of Sandhar Technologies Limited, for transfer of the Hosur undertaking on a slump sale basis as a going concern. The aggregate consideration for the transaction amounted to

163 crore, structured to be received in tranches, with a portion received by the end of March 2025 and the balance consideration received in April 2025, in accordance with the terms of the Business Transfer Agreement. Accordingly, the receipt of the balance consideration having been completed during the financial year 2025-26. The proceeds from the divestment have been utilised towards reduction of debt and strengthening of the Companys financial position.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT I. INDUSTRY STRUCTURE AND DEVELOPMENT India:

The segment wise performance in the Indian automotive industry (Domestic sales + Exports) was as below.

(Figures in 000 nos)

Category	FY 2025-26	FY 2024-25	Variance (in %)
Passenger Vehicles	5,549	5,072	9
Commercial Vehicles
	483	420	15
(M&HCV)

(Source: SIAM+DICV internal estimate)

On the backdrop of GDP growth of 7.7%, supported by continued policy focus from the Government of India, the Indian automobile industry delivered strong growth in FY2025-26, with performance remaining uneven across segments.

The passenger vehicle (PV) segments robust performance was supported by improved affordability following the GST rate reduction, enhanced purchasing power from personal income tax relief and lower financing costs due to successive repo rate cuts by RBI.

The rollout of GST 2.0 reforms has provided a strong impetus to domestic CV sales, with consumption demand driving new vehicle purchases by fleet operators. The improved freight sentiment, supported by goods movement, infrastructure, and lowered total cost of ownership helped boost M&HCV sales in FY26.

North America & EU

The following table highlights the North American and European truck registration figures in vehicle units:

		FY	FY	Variance
Market	Category	2025-26	2024-25	(in %)
North America	Class 8	245	307	-20
	Trucks
North America	Class 5-7	219	259	-16
	Trucks
	Heavy trucks
Europe		307	304	1
	(>16T)

(Source: FTR & ACEA)

North America: The Class 8 and Class 5-7 trucks sales declined sharply in FY 2025-26 by 20% and 16% respectively, due to policy uncertainty around tariffs, EPA emission norms cautiousness, high interest rates and freight weakness.

EU: In the EU markets, heavy commercial vehicles (>16 Ton category) sales displayed marginal improvement indicated a potential recovery phase post de-growth in FY2024-25.

II. BUSINESS OUTLOOK AND OVERVIEW

Domestic demand in India is expected to remain resilient in FY2026-27 on account of continued economic conditions. The export business environment is expected to increase significantly from last year, considering improved freight demand, favorable

CV replacement cycle, and lower 2025 base effect. However challenges remain on geopolitical uncertainties around Middle

East, tariff overhang, and regulatory changes. The ease in middle east conflict scenario is key for recovery in second half of the year.

The Company is optimistic about its future growth considering the following scenario in all major markets that are of interest to the Company.

India:

In the Union Budget FY2026-27, the Government of India maintained a strong capital expenditure push, continuing its focus on infrastructure-led growth. Macroeconomic fundamentals remain stable, with CPI inflation projected at ~5.1% in FY 2026-

27, remaining within the RBIs tolerance band of 2%-6% and GDP growth projected at ~6.6%.

Structural initiatives such as the Production Linked Incentive (PLI) scheme and continued emphasis on semiconductor manufacturing and localization are expected to support the manufacturing ecosystem and drive medium-term growth for the automotive sector.

For FY2026-27, Passenger Vehicle (PV) demand is expected to grow in the range of ~4 6%, while MHCV growth is likely to improve to 3-5%, supported by infrastructure spending and replacement demand.

Global scenario:

Global growth is expected to remain subdued but stable, with

GDP growth projected at ~3.0 3.2% (source IMF), amid tight financial conditions, ongoing geopolitical tensions, and trade uncertainties. While inflation is easing, interest rates are expected to remain relatively elevated Regulatory changes, particularly emission-related norms such as those from the Environmental Protection Agency, may lead to pre-buy cycles, temporarily supporting vehicle demand in North America.

North America:

The United States economy is expected to grow at approximately 2.2% in 2026, indicating a relatively moderate growth environment compared to the previous year. While interest rates are anticipated to ease gradually, financing conditions are expected to remain relatively cautious, reflecting continued focus on inflation management and economicstability.

The Class 8 truck market is expected to recover by 8-10% in FY2026-27, following the sharp decline in FY2025-26. Demand recovery is likely to be gradual, supported by replacement cycles and potential regulatory-driven pre-buys.

EU:

The European Union is expected to witness a GDP growth of

~1.1% in 2026, supported by easing inflation and policy support.

The heavy commercial vehicle segment (>16T) is expected to stabilize with low single-digit growth (~1 3%), following a weak demand phase. However, high energy costs and lingering industrial weakness remain key risks.

III. OPPORTUNITIES & THREATS

The Company supplies aluminium castings for commercial vehicles and passenger cars segments of the automotive industry. In the long term, technology changes such as stringent emission norms, fuel economy regulations, adoption of alternate drivetrain technologies, etc., continue to reshape industry dynamics. Global OEMs across US and EU are accelerating the rollout of zero-emission vehicles. This transition, coupled with an increasing focus on light-weighting, is expected to drive higher aluminium content per vehicle, creating structural growth opportunities. The

Company remains well positioned to benefit, supported by its established relationships with leading OEMs across India, the US, and the EU.

OEMs are estimating carbon footprint in every leg of their supply chain to move towards net zero emissions and would eventually reorganize their global purchasing strategies, which could result in a strong push for localization to cut down their carbon footprint. The threat to business from this potential change in sourcing policy is mitigated as the Company has already set up a manufacturing facility in the United States (US). The Company is closely monitoring these developments and will act to capitalize on business opportunities to ensure continued growth. The Company is also taking various green initiatives across its manufacturing sites and working to use more renewable energy in its manufacturing processes as part of its sustainability measures. For example, the Thervoy Kandigai plant is expected to use more than 90% of its total energy needs through renewable sources.

Several Indian die casting companies and OEMs have set up or have been setting up new capacities over the past few years. The Company will be continuing its actions to secure new businesses to ensure better utilization of assets despite the increased competition and cost.

Intense competition makes it extremely difficult to seek price increases to compensate the effects of inflation bringing the margins under severe pressure. However, the Companys supply contracts provide for periodic price adjustments indexed to the domestic and international prices of aluminium and this should offer some protection against volatility of commodity prices. The

Company is practicing strong cost reduction initiatives including VA/VE to mitigate the margin pressures.

IV. RISKS AND CONCERNS Macroeconomic risks

Global risks remain elevated due to geopolitical tensions, evolving trade policies and tariffs, input cost increases and policy uncertainty across key economies. Middle East tensions continue to drive volatility in availability and increase in prices across oil, freight, and commodity.

Industry and Company specific risks

While, the truck sales in the US and the EU are expected to witness recovery in FY 2026-27. movement in prices of fuel, logistics and Significant key raw material, aluminium in global markets is one key factor that can affect the profit margins of the Company.

The management is continuously monitoring the supply of key commodities, costs of raw material & logistics to negotiate contract prices and cost reduction measures to maintain and improve the profit margins.

Forex exports, import of raw materials and capital With significant goods, the Company is always exposed to impact on account of currency fluctuations. However, the Company has a well-defined forex hedging policy to mitigate the risks.

Contractual

The stipulation and requirements of the automobile industry demands high quality products. Robust quality management systems meeting international standards like IATF 16949 are in place to ensure excellent product quality. Additionally, the Company has also taken appropriate recall and product liability insurance in line with standard industry practice. Just-in-time delivery is another important contractual obligation. Robust quality and project management systems are in place to avoid delay in deliveries due to quality issues or project implementation. The long-term agreements with key customers have been established.

Capacity utilization

The Company adds capacity as required, in existing and new locations, to meet the projected demand of customers. The Company closely monitors the progress of customer projects/ volumes and appropriately deploys the assets to protect from both underutilization and capacity shortages to meet the demand.

Risk Management Policy

The Board has established a robust Risk Management Policy which formalizes the Companys approach to overview and manage material business risks. The policy is implemented through a top down and bottom-up approach for identifying, assessing, monitoring and managing key risks across the Companys business units.

Risks and effectiveness of their management are internally reviewed and reported regularly to the Board. The Management has reported to the Board that the Companys risk management and internal compliance and control system is operating efficiently and effectively in all material respects The Board is satisfied that there are adequate systems and procedures in place to identify, assess, monitor and manage risks. The Audit Committee also reviews reports by members of the management team and recommends suitable action. Risk Mitigation Policy has been approved by the Board.

V. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Board is accountable for evaluating and approving the effectiveness of the internal controls, including financial, operational and compliance. The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded and protected against any loss and that all the transactions are properly authorized and recorded. Information provided to management is reliable and timely and statutory obligations are adhered to. Company is strengthening the controls by leveraging technology and centralizing processes, enhancing monitoring, and maintaining effective tax and treasury strategies. The Audit Committee continues to monitor the effectiveness of internal control using new technologies that impact the financial controls and reporting enterprise risk.

Internal Financial Controls

The Company has an established Internal Financial Control framework including internal controls over financial reporting, operating controls, and anti-fraud framework. The framework is reviewed regularly by the management and tested by internal audit team and presented to the audit committee. Based on periodical testing, the framework is strengthened, from time to time, to ensure adequacy and effectiveness of Internal Financial

Controls.

VI. OPERATIONS REVIEW A. Manufacturing

The Company has been using Total Quality Management (TQM) as the foundation of its management. The Company implemented the best practices like Total Productivity Management (TPM) and Lean Manufacturing (TPS) in its manufacturing facilities. During FY25-26, the Company continued working with mentors to improve its systems and processes.Significantaspect of the same is to synchronize Companys operations with customer demand. This will bring in better planning and execution system along with control over inventories in the pipeline. It also has in place best in-class practices for safety, pollution control, work environment, water and energy conservation. The company will be participating for TPM award in 2026-27.

Continuous improvement projects are implemented for betterment of the product quality and operational all the manufacturing locations. Re-energizing TPM practices helped in improving the equipment reliability and consequently plant Overall Equipment Effectiveness (OEE). The Company has also completed various projects towards deploying Industry 4.0 practices through connected machines. This will be scaled up in the coming years and is expectedtobringsignificantgains in operational efficiencies across manufacturing locations.

The Companys journey of achieving manufacturing excellence was recognized and rewarded by the following customers during FY26.

Cummins: Best Safety Practices Award

Kia: Quality Excellence Award

DAF: Supplier Performance Management - Leader Award

Paccar: Best Cost Management Program Supplier Award

Hyundai: Supplier of the Year - Quality Award

In line with the Companys vision, work is being done on developing several futuristic technologies that will bring value to the customer.

B. Quality

Achieving customer delight by consistently providing products of excellent quality is the prime motto of the Company. This is achieved through state-of-art technology, training, effective quality system, continuous improvement, and total employee involvement.

Poka-yokes, process audits, use of statistical tools for process optimization and online process controls also contribute towards improving and achieving consistency in product quality. During the year special focus has been given on advanced statistical methods and widespread use of Taguchi DOE methodology to further improve the product quality. The quality system is certified for IATF 16949 requirements. Company continued Green / Yellow belt certifications. 42 Green Belt, 45 Yellow Belt, and 9 Task

Achieving QC Story projects were completed in FY25-26. TQM is a way of life in the Company. 100% employee involvement has been successfully achieved for many years. During FY25-26, 44 TEI awards and recognitions were received. Additionally, 237 QCC projects and 98 SIT/CFT projects were completed using basic QC tools and statistical tools through Quality Control Circles (QCC) and SIT/CFT teams. The average number of suggestions implemented per employee was 42.

C. Cost management

Cost management is a continuous journey, and the Company manages the same through rigorous deployment, monitoring, and control of costs across all departments. Cross functional teams are working on projects focussed on Value Added / Value

Engineering (VA/VE) and improving operational efficiency. TPM and Lean initiatives are deployed Company-wide to achieve reduction in manufacturing cost. Given the cost pressures due to the current inflationarypressures,significantcross functional team working ensured mutual cross learning and fast horizontal deployment of ideas/projects across Companies manufacturing locations.

D. Information Technology

Information Technology continues to play a key role in strengthening business integration, operational visibility and process discipline across the Company. The ERP platform serves as the digital backbone for core functions, enabling seamless flow of information across procurement, production, inventory, quality, finance, sales and customer-related processes. Integration with suppliers and customers further supports better planning, faster coordination and improved execution across the value chain.

During the year, the IT roadmap continued to support the Companys digital transformation journey through Industry 4.0 initiatives across selected manufacturing cells in factories. These initiatives enable real-time monitoring, control and improvement of manufacturing processes and product quality.

The Company has obtained ISO 27001 certificationand continues to strengthen its information security and cybersecurity framework. In line with automotive industry requirements and best practices, the Company is also progressing towards TISAX assessment. As business processes and systems become increasingly digital, continued focus is being placed on securing networks, applications, data and operational technology environments. At the Thervoy Kandigai mega site, the deployment of a private 5G network has strengthened secure and reliable connectivity, supporting scalable Industry 4.0 and IoT implementations. The private 5G network is also being leveraged for connected CCTV surveillance and Building Management System operations, thereby improving real-time visibility, plant monitoring, security, operational efficiency and manufacturing process control. The Company has also started working on Artificial Intelligence and Machine Learning initiatives in selected critical operations. These initiatives are aimed at improving productivity, enhancing quality, reducing lead time and enabling better decision-making through predictive analytics and intelligent automation.

VII. KEY FINANCIAL RATIOS

The key financial ratios are given below:

	Unit of	Standalone
Ratios	Measurement	2025-26	2024-25
Debtors Turnover	Times	5.53	6.38
Inventory Turnover (1)	Times	2.66	3.56
Interest Service
	Times	3.92	4.06
Coverage Ratio
Current Ratio (2)	Times	1.04	0.80
Debt Equity Ratio (3)	Times	0.43	0.75
Operating Profit
	%	17.33	13.44
Margin (4)
Net Profit Margin	%	4.86	4.27
Return on Net worth (5)	%	28.16	18.11

Note: The variations in the financial ratios are, inter alia, attributable to the following factors: (1) Sale of the as-cast, low-pressure and low-tonnage aluminium die-casting businesses at the Hosur plant on March 31, 2025.

(2) Improvement in the current ratio consequent to repayment of short-term borrowings.

(3) Reduction in borrowings pursuant to utilisation of proceeds from the sale of land at Padi.

(4) Impact of the divestment of the as-cast, low-pressure and low-tonnage aluminium die-casting businesses at the Hosur plant on March 31, 2025.

(5) Recognition of an exceptional gain of 513.49 crore during

FY 2025-26 arising from the transfer of land.

VIII. HUMAN RESOURCE DEVELOPMENT

The Company considers employees as vital and most valuable assets. Human Resource Development (HRD) is aligned to business needs to enhance business performance and results. HRD is practiced through an overall HRD framework with its constituents as resourcing, employee engagement, performance & compensation management, competency-based development, career & succession planning and organization development. Each of these constituents has a structured approach and process to deliver. The information on the number of persons employed have been provided in Business Responsibility and Sustainability Report (BRSR) (Annexure VI). As part of the long-term strategy of the Company, collaborative education program has been initiated with three reputed institutes to develop role-ready engineers with Company-specific knowledge at the entry level. The Company also revamped and launched the yellow belt and green belt programs during the year along with various other systems-oriented training programs. This is expected to not only help solve chronic problems faced of our on the shop floor engineers in structured problem solving. Career development workshop is conducted to identify high potential employees. Such employees are groomed for taking up higher responsibilities. A reward and recognition systems are in place to motivate and also provide fast track growth for the high potential employees. The development centres is being continued to identify and hone the talent in FY25-26. Our engineers and executives are sponsored for advanced study offered by both Indian and foreign institutions. Customized technical and leadership competency improvement programs are developed and delivered through reputed institutions.

The Company continuously measures and reports employee engagement every year and identifiesimprovement areas to work on. An excellent industrial relations environment continues to prevail at all the manufacturing units of the Company.

IX. ENVIRONMENT, HEALTH & SAFETY

The Company is fully committed towards employee safety. Safety management is integrated with the overall Environment, Health and Safety (EHS).

The Company has been certified under Integrated Management

System (IMS) combining ISO 14001 and ISO 45001 systems and procedures. The Company is working on its Sustainability roadmap by engaging with a reputed external agency. The Company has already mapped the carbon footprint of its Indian operations and is now working on detailed roadmap with actions to achieve carbon neutrality. Owing to its continuous focus on ESG, the Company received

Cummins India - Best Safety Practices award

ESG research foundation - Prithvi Award

Tamil Nadu Ministry - STAR Award for ESG practices

ACMA - ESG & Safety Excellence Award

4. CAUTIONARY STATEMENT

Statements in the Management Discussion and Analysis Report describing the Companys objectives, projections, estimates and expectations may be forward looking statements within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include, amongst others, economic conditions affecting demand / supply and price conditions in the domestic and overseas market in which the Company operates, changes in the Government Regulations, Tax Laws and Other Statutes and Incidental Factors.

5. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013, (the Act, 2013) with respect to Directors Responsibility Statement, it is hereby stated that - i. in the preparation of annual accounts for the financial year ended 31 st March 2026, the applicable Accounting Standards had been followed along with proper explanation relating to material departures, if any; ii. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were 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 of the Company for the year under review; iii. the Directors had taken proper and maintenance of adequate accounting records in accordance with the provisions of the Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. the Directors had prepared the accounts for the financial year ended 31 st March 2026 on a going concern basis; v. 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; and vi. 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.

6. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company recognises social responsibility as an integral and a crucial part of its value system. Srinivasan Services Trust (SST), the CSR arm of the Company has been implementing various socio economic development programs in thousands of villages across five states of India viz. Tamil Nadu, Karnataka,

Andhra Pradesh, Maharashtra and Himachal Pradesh in the last 30 years.

SST follows an integrated, holistic and participatory approach to village development, working in close association with the communities and the Government. SST nudges communities to embrace practices towards a better quality of life by ensuring a participatory approach right from the stage of planning to execution of activities.

SST aim is to bring about sustainable development in villages through Total Community Involvement (TCI). SST focusses on society building through the development of women and children, conserving water, repairing and renovating government health and education infrastructure and preserving the environment in its 2,500 working villages across the country. SST has so far facilitated in the formation of over 5000 Self-Help Groups (SHGs) consisting of more than 60,000 women, who have been empowered both socially and economically. More than 150 crore of annual income is being generated by the women in Self-Help Groups by engaging in livelihood activities. During the year 2025-26, three SHGs facilitated by SST have been honoured with the prestigious Manimegalai Award by the Government of Tamil Nadu for empowering women and fostering economic growth.

SST has so far renovated more than 2,400 government infrastructures, which includes anganwadis, schools, health centres, veterinary centres and other village community infrastructures. SST has partnered with organisations such as Gramalaya, Agastya International Foundation, Villmart Education and Solutions, Shreeja Mahila Milk Producer Company, NavSahyog Foundation, Agaram Foundation, Magic Bus India Foundation, Care Works Foundation, National Bank for Agriculture and Rural Development (NABARD) and Sankara Eye Foundation to enhance the impact for the community.

More than 25,000 farmers have been benefitted by its water conservation projects like repairing, renovating and rebuilding water conservation structures that include desilting of tanks, channels and creation of percolation ponds. Across the working villages over 530+ water conservation projects have been implemented. This has created an additional water storage capacity of 169 crore litres. SST also ensures last mile connectivity for availing the government social security schemes and agriculture & livestock schemes to reach the unreached population. Apart from renovating the government health centres and conducting regular medical camps, SST runs seven medical centres and four mobile medical vans in its working areas. Today, through SSTs interventions, over two lakh healthcare consultations are facilitated annually, improving access to essential health services for rural communities.

SST has also afforested over 14,000 acres of barren areas including degraded forests, panchayat hillocks and plains in the last three decades. SST is working with Grassroots Research and Advocacy Movement (GRAAM) and Anna University to carry out social impact studies for the various projects undertaken by the trust.

SST has won the following awards in FY 2026:

Excellence in Domain Excellence Award in Corporate Social Responsibility under the 20 th CII ITC Sustainability Awards 2025.

8 th ICC Social Impact Awards 2026 Rural Development was adjudged the Runners up

Gold Award under the category of Best HR Practices in CSR in Manufacturing and Process (Large) in the 9 th CII National HR Circle Competition.

Award for Best Water Conservation from the Tamil Nadu Water Resources Department.

As per the provisions of Section 135 of the Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors constituted a Corporate Social Responsibility (CSR) Committee and also formulated and recommended a CSR Policy along with a list of projects/ programmes to be undertaken for CSR spending by Srinivasan Services Trust (SST) and other eligible Trusts, which are falling within the CSR activities as specified under Schedule VII to the

Act, 2013. This commitment underscores our dedication to ethical and sustainable practices, as well as our responsibility towards society and the environment.

Based on the recommendation of the CSR Committee, the Board has approved the projects / programmes carried out as CSR for an amount of Rs 1.35 Cr for undertaking similar programmes

/ projects constituting more than 2% of the average net profits of the Company, made during the three immediately preceding financial years, towards CSR spending for the financial year

2025-26 and the Company has met the CSR spending through

SST. Mr V Hariharan, Chief Financial Officer of the Company has also ensured the spending through SST for financial year

2025-26. The particulars of Corporate Social Responsibility activities carried out by the Company in terms of Section 135 of the Act, 2013, for the financial year 2025-26 are given by way of

Annexure IV attached to this Report

It may also be noted that the CSR Committee has approved the projects or programmes to be undertaken by the SST and other eligible trusts for the year 2026-27, preferably in local areas including the manner of execution, modalities of utilisation of funds and implementation schedules and also monitoring and reporting mechanism for the projects or programmes, as required under the Companies (Amendment) Act, 2020.

7. FINANCIAL PERFORMANCE & POSITION OF SUBSIDIARIES & ASSOCIATES

During the year under review, the following companies form part as subsidiaries and associate of the Company:

Sr No	Name of the Companies
Subsidiaries
1	Sundaram Holding USA Inc., USA (\u201cSHUI\u201d) and its Limited
	Liability Corporations:
	- Green Hills Land Holding LLC, South Carolina, USA
	- Component Equipment Leasing LLC, South Carolina,
	USA
	- Sundaram-Clayton USA LLC, South Carolina, USA
	- Premier Land Holding LLC, South Carolina, USA
2	Sundaram-Clayton (USA) Limited, USA (Merged with SHUI
16 effective th December 2025)
3	Sundaram-Clayton GmbH, Germany
4	SCL Properties Private Limited, India
Associate:
5	Sundram Non-Conventional Energy Systems Limited, India

Subsidiaries

Sundaram Holding USA Inc., USA (SHUI) & its subsidiaries

Sundaram-Clayton Limited, established Sundaram Holding USA Inc. (SHUI) in the United States of America under the applicable laws of the country. SHUI is engaged in the manufacture and supply of aluminium die-cast products to existing customers and leading global commercial vehicle manufacturers.

The establishment of SHUI aligns with the Companys strategic objective of strengthening its presence in the North American market by leveraging long-standing customer relationships and capitalizing on increasing opportunities arising from customer preference for near-shore sourcing and evolving regulatory requirements. The initiative also supports supply-chain localization, reduction in carbon footprint and alignment with customers long-term net-zero emission goals.

Based on confirmed orders received from North American customers for the next three years, SHUI has already secured business corresponding to nearly 100% of its current annual installed capacity. The operations are being progressively ramped up to meet customer requirements.

During the year under review, SHUI recorded an income of

276.19 crore as against 240.60 crore in the previous year. The

Profit/(Loss) Before Tax stood at (300.34) crore compared to a loss before tax of (258.27) crore in the previous year, reflecting the continued scale-up of operations and improving business momentum.

Sundaram-Clayton (USA) Limited (SCL USA)

Sundaram-Clayton (USA) Limited (SCL USA), a wholly-owned subsidiary of the Company, was established with the objective of providing Professional Employer Organisation (PEO) services to the employees of the Company.

During the year under review, SCL USA was merged with Sundaram Holding USA Inc., USA, another wholly-owned subsidiary of the Company, with effect from the appointed date of 16 th December, 2025. The merger was consummated upon receipt of the Certificate of Merger on 4 th February, 2026. The aforesaid merger was undertaken with a view to rationalising the corporate structure and achieving efficiencies in costs, compliance, and legal requirements across entities.

Sundaram-Clayton GmbH, Germany

Sundaram-Clayton Limited operates Sundaram-Clayton GmbH (SCL GmbH), Germany, as a wholly-owned subsidiary established with the objective of strengthening the Companys engineering and design capabilities through a dedicated engineering design centre. The subsidiary supports the Companys global business initiatives by enhancing product development, design support and customer engagement capabilities, particularly for international markets.

During the year under review, SCL GmbH recorded an income of 10.56 crore as compared to 9.61 crore during the previous year. The Profit/(Loss) Before Tax stood at 0.69 crore as against a profit before tax of 0.63 crore in the previous year, reflecting the continued expansion of engineering and design support activities aligned with the Companys long-term growth strategy.

SCL Properties Private Limited (SCLPPL)

SCLPPL was incorporated on 22 nd July 2024 as a Wholly Owned Subsidiary of the Company. Currently, SCLPPL is yet to commence its business.

Associate Company

Sundram Non-Conventional Energy Systems Limited (SNCES)

SNCES is engaged in the business of generation of power. During the financial year 2025 26, the Company reported a total income of 3.13 crore as against 2.79 crore in the previous year. The profit before tax stood at 3.46 crore for the year under review, as compared to 2.02 crore in the previous year.

8. CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company are prepared in accordance with the provisions of Section 129 of the Act, 2013, read with the Companies (Accounts) Rules, 2014 and Regulation 33 of Listing Regulations along with a separate statement containing the salient features of the financial performance of subsidiaries / associates, in the prescribed form

(AOC-1). The audited consolidated financial statements together with Auditors Report, AOC-1 form part of the Annual Report.

The financial statements of the subsidiary companies will be made available to the Shareholders, on receipt of a request from any Shareholder and it has also been placed on the website of the Company. This will also be available for inspection by the Shareholders during the business hours as mentioned in the Notice of AGM.

The consolidated Profit Before Tax of the Company and its subsidiaries & associates amounted to 328.03 crore for the financial year 2025 26, which includes exceptional income aggregating to 513.49 crore, as compared to 38.87 crore in the previous year.

9. DIRECTORS & KEY MANAGERIAL PERSONNEL Special Recognition to Directors of the Company:

Our Chairman, Mr Venu Srinivasan was conferred with CII Presidents Award for Lifetime Achievement at the CII Annual Summit 2026.

Dr. Lakshmi Venu, Managing Director, was named 100 Most Powerful Women by Fortune India.

Changes in Directorship and Key Managerial Personnel

During the year under review, the Board of Directors, at its meeting held on 6 th August 2025, took note of the resignation of

Mr. Ajay Kumar from the position of Chief Financial Officer of the Company, with effect st August 2025. The Board thereafter appointed Mr. Hariharan V as the Chief Financial Officer of the

Company and designated him as a Key Managerial Personnel, with effect from 1 st September 2025.

The Board of Directors, at its meeting held on 2 nd January 2026, also noted the receipt of the resignation letter dated 28 th November 2025 from Mr. Rajesh Narasimhan, Non-Executive Director of the Company.

Further, at its meeting held on 26 th February 2026, the Board took note of the resignation of Mr. Vivek S. Joshi from the position of

Director & Chief Executive Officer and Key Managerial Personnel of the Company, with effect from 31 st March 2026. Based on the recommendation of the Nomination and Remuneration Committee, the Board approved the appointment of Mr. R. Venkatesh as an Additional Director, designated as Director

& Chief Executive Officer and Key Managerial Personnel of the Company, for a term of five st yearswith April 2026, subject to the approval of the shareholders. The said appointment was subsequently approved by the shareholders by way of an Ordinary Resolution passed through Postal Ballot on 4th April 2026.

At its meeting held on 27 th March 2026, the Board took note of the resignation of Mr. P. D. Dev Kishan from the position of

Company Secretary and Compliance Officer of the Company, with effect from 5 th April 2026, and, based on the recommendation of the Nomination and Remuneration Committee, approved the appointment of Ms. M. Muthulakshmi as Company Secretary and

Compliance Officer with effect from th April 2026.6

Subsequently, at its meeting held on 30 th March 2026, upon withdrawal of resignation by Mr. P. D. Dev Kishan, the Board rescinded its earlier decisions relating to his relieving as Company

Secretary and Compliance Officer and the appointment of Ms. M. Muthulakshmi to the said position.

Further, Mr R Gopalan stepped down from his position as

Chairman of the Company with immediate effect and will continue as Non-Executive Independent Director of the Company effective

30 th March 2026. Consequent upon Mr R Gopalan, stepping down as Chairman of the Company, Mr Venu Srinivasan, Chairman Emeritus and Managing Director was re-designated as Chairman and Managing Director of the Company effective30 th March 2026.

NRC carried out evaluation of the appointed Directors before the appointment on various parameters viz., integrity, qualification, expertise, experience and it has satisfied itself with the positive attributes of the Directors in accordance with the Nomination and Remuneration (NR) Policy read with the provisions of Section 178 of the Act, 2013 and the Listing Regulations. In terms of Section 152 of the Act, 2013, Mr R Anandakrishnan, Director of the Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, offer himself for re-appointment. The Board recommends the same for the approval of shareholders. Brief resume of the Director is furnished in the Notice convening the AGM of the Company.

Independent Directors (IDs)

All IDs hold office for a fixed to retire by rotation.

As at 31 st March 2026, M/s R Gopalan, C R Dua, P Kaniappan and Sasikala Varadachari are the Independent Directors of thefrom 31 Company. The terms of appointment of IDs include the remuneration payable to them by way of fees and profit related commission, if any. The terms of IDs cover, inter-alia, duties, rights of access to information, disclosure of their interest / concern, dealing in Companys shares, remuneration and expenses, insurance and indemnity. The IDs are provided with copies of the Companys policies and charters of various Committees of the Board. In accordance with Section 149(7) of the Act, 2013, all IDs have declared that they meet the criteria of independence as provided under Section 149(6) of the Act, 2013 and Regulation

25 of the Listing Regulations and the Board confirms that they are independent of the management. The detailed terms of appointment of IDs are disclosed on thefrom1 Companys website in the link as provided in page no. 83 of this Annual Report. All the IDs have registered with the databank of Independent

Directors developed by the Indian Institute of Corporate Affairs in accordance with the provisions of Section 150 of the Act, 2013 and obtainedIDregistrationcertificateand renewed the same for five years / life time, as the case may be.

Separate meeting of Independent Directors

During the year under review, a separate meeting of IDs was held on 3 rd March 2026. All the IDs were present at the meeting and Mr R Gopalan was the lead Independent Director. Based on the set of questionnaires, complete feedback on Non- Independent Directors and details of various activities undertaken by the Company were provided to IDs to facilitate their review / evaluation. IDs used various criteria prescribed by the Nomination and Remuneration Committee (NRC) for evaluation of Non-IDs and Executive Directors viz., M/s. Venu Srinivasan, Dr Lakshmi Venu and Vivek S Joshi and Non-ID viz., M/s. R Anandakrishnan and also of Chairman of the Board and the Board as a whole, for the year 2025-26.

(a) Non-Independent Directors (Non-IDs)

IDs evaluated the performance of all Non-IDs individually, through a set of questionnaires. They reviewed the developing strategic plans aligned with the vision and mission of the Company, displaying leadership qualities for seizing the opportunities and priorities, developing and executing business plans aware of the risks involved, establishing an effective organizational structure, and demonstrating high ethical standards and integrity and commitment to the organization besides participation at the

Board / Committee meetings, effective deployment of knowledge and expertise and constructive comments/ guidance provided to management by the Non-IDs.

They have also noted the milestones achieved by the Company during the year under review. IDs appreciated and recorded that - Mr Venu Srinivasan has played a crucial role in transforming the Company into a global quality leader over the last four decades. His commitment to excellence and adoption of a positive work culture have helped the Company surpass global standards. His leadership skills have enabled the Company to capitalize on available opportunities, leading to substantial growth and his extensive experience allows him to execute business plans while being mindful of associated risks. He has paved the way for a capable successor, ensuring the companys continued expansion. Dr. Lakshmi Venu demonstrates the highest level of integrity and consistently contributes valuable insights and alternative oversees internal viewpoints.Sheeffectively controls and risk management systems within the Company. She fosters open and interactive discussions by encouraging diverse viewpoints. Dr. Lakshmi Venu played critical role in the Companys success, contributing unique strengths to its growth and development and

.rofitability to improve p

Mr Vivek S Joshi, Director and Chief Executive Officer with his efforts and commitment helped the Company to satisfy customer needs.

IDs were satisfied fully with the performance of all Non-IDs.

(b) Chairman

The IDs reviewed the performance of Chairman of the Board. The IDs placed on record their appreciation of Chairmans high level of integrity & objectivity and judicious approach, and brings his vast experience, helps to steer Board discussions and decisions for the benefit of the Company and Shareholders.

(c) Board

IDs also evaluated Boards composition, size, mix of skills and experience, its meeting sequence, effectiveness of discussion, decision making, follow up action, so as to improve governance and enhance personal effectiveness of Directors.

The evaluation process focused on Board Dynamics. The Company has a Board with a wide range of expertise in all aspects of business and outstanding diversity of the Board with the presence of varied personalities with an expert in each domain viz., Engineering, Finance, Marketing, Legal, Information Technology, Administration and International trades and is well balanced with the addition of directors, with domestic and international experience and also from new industries. The Companys management is well guided by the Non-Executive Directors and Board benchmarks well in terms of its overall composition and the value it adds to the business. As far as shareholders interest is concerned, IDs noted that a proper system has been established to ensure that the Company is prompt, relevant and transparent.

They were satisfied with the Companys performance in all fronts and finally concluded that the Board operates with best practices.

Board composition of the Company is in compliance with the SEBI Listing Regulations. of Information (d) Quality,Quantity and Timeliness of flow between the Company, Management and the Board

All IDs have expressed their overall satisfaction with the support received from the management and the excellent work done by the management during the year under review and also that the relationship between the top management and Board is smooth and seamless. The Company is in compliance with the statutory requirements under both the Companies Act and the Listing Regulations and all the information provided to the Directors are very wholesome. The information provided for the meetings were clear, concise and comprehensive to facilitate detailed discussions and periodic external presentations on specific areas well supplemented the management inputs. The emerging e-technology was duly incorporated in the overall review of the Board.

KEY MANAGERIAL PERSONNEL (KMP)

Mr Venu Srinivasan, Chairman & Managing Director, Dr. Lakshmi Venu, Managing Director, Mr R Venkatesh, Director and Chief

Executive Officer, Mr V Hariharan, Chief Financial Officer and Mr

P D Dev Kishan, Company Secretary are the Key Managerial Personnel of the Company in terms of Section 2(51) read with Section 203 of the Act, 2013 as on date of this Report.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee of Directors (NRC) reviews the composition of the Board to ensure an appropriate mix of abilities, experience and diversity to serve the interests of all stakeholders of the Company.

Nomination and Remuneration Policy was approved by the Board at its meeting held on 11 th August 2023 and the objective of such policy shall be to attract, retain and motivate executive management and devise remuneration structure to link to Companys strategic long term goals, appropriateness, relevance and risk appetite.

NRC will identify, ascertain the integrity, qualification, appropriate expertise and experience, having regard to the skills that the candidate will bring to the Board / Company, whenever the need arises for appointment of Directors / KMP. Criteria for performance evaluation, disclosures on the remuneration of Directors, criteria of making payments to Non-Executive Directors have been disclosed as part of Corporate Governance Report attached herewith.

Remuneration payable to Non-Executive Independent Directors

The shareholders at the Extra-ordinary General Meeting held on 27 th July 2023 approved the payment of remuneration by way of commission not exceeding 1% of the net profits, in aggregate, payable to Non-Executive and Independent Directors of the Company (NE-IDs) for every year, from 1 st April 2023.

NE-IDs devote considerable time in deliberating the operational and other issues of the Company and provide valuable advice in regard to the management of the Company from time to time, and the Company also derives substantial benefit through their expertise and advice.

Evaluation of Independent Directors and Committees of Directors

In terms of Section 134 of the Act, 2013 and the Corporate Governance requirements as prescribed under Listing Regulations, the Board reviewed and evaluated Independent Directors and various Committees viz., Audit Committee, Risk Management Committee, Nomination and Remuneration Committee, Corporate Social Responsibility Committee and Stakeholders Relationship Committee, based on the evaluation criteria laid down by the NRC. Board has carried out the evaluation of all Directors (excluding the Director being evaluated) and its Committees through a set a questionnaires.

Independent Directors

The performance of all IDs were assessed against a range of criteria such as contribution to the development of business strategy and performance of the Company, understanding the major risks affecting the Company, clear direction to the management and contribution to the Board cohesion. The performance evaluation has been done by the entire Board of Directors, except the Director concerned, being evaluated. The IDs were always kept informed of the constitution of robust framework for the Company and group companies against cyber threats and mitigation plans against cyber-attacks for business continuity. They also kept abreast of risk mitigation plans on Business risks viz., depreciation of currency, global economic scenarios, increasing material cost and global inflationary pressure.

The Board noted that all IDs have understood the opportunities and risks to the Companys strategy and are supportive of the direction articulated by the management team towards consistent improvement.

On the basis of the report of performance evaluation of directors, the Board noted and recorded that all the directors should extend and continue their term of appointment as Directors / Independent Director, as the case may be.

Committees

Board delegates specificmandates to its Committees, to optimize

Directors skills and talents besides complying with key regulatory aspects.

Audit Committee for overseeing financial Reporting;

Risk Management Committee for overseeing the risk management framework;

Nomination and Remuneration Committee for selecting and compensating Directors / Employees;

Stakeholders Relationship Committee for redressing investors grievances; and

Corporate Social Responsibility Committee for overseeing CSR initiatives and inclusive growth.

The performance of each Committee was evaluated by the Board after seeking inputs from its members on the basis of specific terms of reference, its charter, time spent by the Committees in considering key issues, quality of information received, major recommendations / action plans and work of each Committee.

The Board is satisfied with the overall effectiveness and decision making of all Committees. The Board reviewed each Committees terms of reference to ensure that the Companys existing practices remain appropriate. Directors continued to devote such time as is necessary for the proper performanceandeffectivelydischarge their duties, all of them were able to devote appropriate time to fulfill their duties.

Board and its Committees had an appropriate combination of skills, experience and knowledge.

The current Committees structure was considered effective and all the Committees of the Board were all considered to be working effectively.

Recommendations from each Committee were considered and approved by the Board prior to its implementation, wherever necessary and there were no items where the Board had not accepted any recommendation of any Committee of the Board in the relevant financial year.

Details of Committees, its charter, functions are provided in the Corporate Governance Report attached to this Report.

Number of Board meetings held:

During the year under review, the Board met eight times and details of the meetings are provided as part of the Corporate Governance Report prepared in terms of the Listing Regulations.

10. AUDITORS Statutory Auditors

The Members of the Company at the 4 th Annual General Meeting (AGM) held on 27 th July 2021 had appointed M/s. Raghavan, Chaudhuri & Narayanan, Chartered Accountants, Bengaluru (Firm Registration No. 007761S), as Statutory Auditors of the

Company to hold office for a first term of fiveconsecutive years from the conclusion of the said AGM till the conclusion of the ensuing 9 th AGM, at such remuneration, in addition to applicable taxes and reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board of Directors of the Company and the Auditors, based on the recommendation of the Audit Committee.

The present term of the Statutory Auditors shall conclude at the end of the ensuing AGM. Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Raghavan, Chaudhuri & Narayanan, Chartered Accountants, being eligible for re-appointment, based on the recommendation of the Audit Committee, the Board of Directors at their meeting held on 14 th May 2026 re-appointed as Statutory Auditors of the Company for a second term of five consecutive years, commencing from the conclusion of the ensuing AGM till the conclusion of the 14 th AGM to be held in the calendar year 2031, subject to the approval of the Members of the Company.

The Company has received consent from the Statutory Auditors confirming alongwithacertificate that their re-appointment, if made, would be in accordance with the provisions of Sections 139 and 141 of the Companies Act, 2013 and that they satisfy the criteria prescribed under the Act. The Statutory Auditors have also confirmed that they hold a valid PeerReviewCertificateissued by the Peer Review Board of the Institute of Chartered Accountants of India, as required under Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Auditors Report for the financial year 2025 26 does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

As required under Section 204 of the Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company. The Board at its meeting held on 6 th May 2025 has appointed M/s. B Chandra & Associates, Practising Company Secretaries, Chennai, having Firm Registration

No. P2017TN065700 as Secretarial Auditor for a term of five years from the financial year 2025-26. Further, the shareholders of the Company approved the said appointment at the 8 th AGM held on 6 th August 2025.

The Secretarial Audit Report for the financial year 2025-26, given by Mrs. B Chandra, Practising Company Secretary, Chennai, is attached to this Report. The Secretarial Audit Report does not contain any qualification, reservation or other remarks.

Cost Auditor

As per Section 148 of the Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the cost audit records maintained by the Company in respect of parts manufactured by the Company covered under other machinery specified under Customs Tariff the above rules, are required to be audited by a Cost Auditor. The Board of Directors based on the recommendation of the Audit Committee at their meeting held on 6 th May 2025 appointed M/s. C S Adawadkar & Co having Firm Registration No. 100401 as Cost Auditor for the year 31 st March 2026 on a remuneration of

5,00,000/- in addition to reimbursement of travel and out of pocket expenses, and the same was ratified by the Shareholders at the 8 th AGM held on 6 th August 2025. The Cost Audit report for the period ended 31 st March 2025 was filed with the statutory authority.

Further, as recommended by the Audit Committee, the Board of Directors at their meeting held on 14 th May 2026, re-appointed them as Cost Auditor of the Company at a remuneration of

5,00,000/- payable to them for the financial year 2026-27, subject to ratification by the Shareholders of the Company.

The Company has received consent from M/s. C S Adawadkar & Co., Practicing Cost Accountants, to serve as Cost auditor of the

Company for the financial year 2026-27. The Company has also receivedcertificateunder necessary

Section 141 of the Act, 2013 from them conveying their eligibility to act as a Cost Auditor.

11. CORPORATE GOVERNANCE

The Company has been practicing the principles of good corporate governance over the years and lays strong emphasis on transparency, accountability and integrity.

A separate section on Corporate Governance and a certificate from the Statutory Auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under the Listing Regulations form part of this Annual Report as Annexure VII.

The Director & Chief Executive Officer and Chief Financial Officer of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17(8) of the Listing Regulations, 2015 pertaining to CEO / CFO certification for the financial year ended 31 st March 2026.

12. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) read with relevant SEBI Circulars, new reporting requirements on ESG parameters were prescribed under Business Responsibility and Sustainability Report (BRSR). The BRSR seeks disclosure on the performance of the Company against nine principles of the National Guidelines on Responsible Business Conduct (NGRBCs).

As per the SEBI Circulars, effective from the financial year 2022-23, filing of BRSR is mandatory for the top 1,000 listed companies by market capitalisation. Accordingly, for the financial year ended 31 st March 2026, the Company has published BRSR, in the prescribed format is given as Annexure VI to this Report and is available on the Companys website in the link as provided in page no. 83 of this Annual Report.

13. POLICY ON VIGIL MECHANISM

The Company has adopted a Policy on Vigil Mechanism at the headingin TableBtoRule 3of Board Meeting held on 11 th August 2023 in accordance with the provisions of the Act, 2013 and Regulation 22 of the Listing Regulations, which provides a formal mechanism for all Directors, Employees and other Stakeholders of the Company to report to the management, their genuine concerns or grievances about unethical behaviour, actual or suspected fraud and any violation of the Companys Code of Business Conduct and Ethics. The Code also provides a direct access to the Chairman of the Audit Committee to make protective disclosures to the management about grievances or violation of the Companys Code. The Policy is disclosed on the Companys website in the link as provided in page no. 83 of this Annual Report.

14. PUBLIC DEPOSITS

The Company has not accepted any deposit from the public within the meaning of Section 76 of the Act, 2013, for the year ended 31 st March 2026.

15. STATUTORY STATEMENTS

Information on conservation of energy, technology absorption, foreign exchange, etc.

Relevant information is given in Annexure-I to this Report, in terms of the requirements of Section 134(3)(m) of the Act, 2013 read with the Companies (Accounts) Rules, 2014.

Material changes and commitments, if any, affecting the financial position of the Company, having occurred since the end of the Year and till the date of the Report

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

orders passed by the Regulators or Significant

Courts or Tribunals impacting the going concern status of the Company

There are no significant and material orders passed by the

Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

Annual Return

Copy of the Annual Return (Annexure II) in prescribed form is available on the Companys website in the link as provided in page no. 83 of this Annual Report, in terms of the requirements of Section 134(3)(a) of the Act, 2013 read with the Companies (Accounts) Rules, 2014.

Employees remuneration

Details of employees receiving the remuneration in excess of the limits prescribed under Section 197 of the Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as a statement and given in Annexure III. In terms of first

136(1) of the Act, 2013 the Annual Report, excluding the aforesaid annexure is being sent to the Shareholders of the Company. The annexure is available for inspection during business hours as mentioned in the Notice of AGM and any Shareholder interested in obtaining a copy of the said annexure may write to the Company

Secretary at the Registered Office of the Company.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given as Annexure-V to this Report.

Details of material related party transactions

There were no material related party transactions under Section 188 of the Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014. Further, all RPTs were undertaken on an arms length basis. Therefore, disclosure in form AOC-2 is not applicable.

Policy on Related Party Transaction was approved by the Board at its meeting held on 11 th August 2023.

Details of loans / guarantees / investments made

Details of loans and guarantees given and investments made under Section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

Reporting of fraud

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act, 2013.

Secretarial Standards

The Company has complied with the applicable secretarial standards as amended from time to time.

General Disclosures

During the year, there were no transaction requiring disclosure or reporting in respect of matters relating to issue of equity shares with differential rights as to dividend, voting or otherwise; issue of shares (including sweat equity shares) to employees of the Company under any scheme; pendency of any proceeding under the Insolvency and Bankruptcy Code, 2016 and instance of onetime settlement with any bank or financial institution.

Disclosure in terms of Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH), the Company has an Internal Complaints Committee as required under The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, there were no cases filed pursuant to the provisions of Sexual Harassment of Women at Workplace proviso to Section (Prevention, Prohibition and Redressal) Act, 2013. During the year 2025-26, initiatives were undertaken to demonstrate Companys zero tolerance policy against discrimination and sexual harassment, which included creation of comprehensive and easy to understand training and communication material. In addition, online workshops were also run for the employees to enhance awareness and knowledge. Maternity BenefitAct, 1961

Company has complied with the provisions of the Maternity

Benefit Act, 1961 and the rules made thereunder, including all applicable obligations relating to maternity benefits for eligible employees

16. ACKNOWLEDGEMENT

The directors gratefully acknowledge the continued support and co-operation received from the promoters of the Company. The Directors thank the vehicle manufacturers, vendors and bankers for their continued support and assistance.

The Directors wish to place on record their appreciation of the continued excellent work done by all the employees of the Company during the year.

The Directors especially thank the shareholders for their continued faith in the Company.

	For and on behalf of the Board of Directors
	Venu Srinivasan
Chennai	Chairman and Managing Director
14 th May 2026	DIN: 00051523