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

1. FINANCIAL HIGHLIGHTS

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

REVIEW OF BUSINESS OPERATIONS:

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

The company’s focus on leveraging technology and
maintaining high-quality standards has been crucial in
navigating these dynamic market conditions. The post¬
pandemic economic recovery has also contributed to
our steady growth. The Company also slightly improved
the performance in after-market Sales by changing the
strategies and to reach every corner of the Country.

We have continued to invest in R&D, focusing
on advancing technology and meeting stringent
environmental standards, thereby positioning ourselves
to better serve both domestic and international
markets.

FUTURE PROSPECTUS:

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

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

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

2. DIVIDEND

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

3. CREDIT RATING

During the Financial Year 2024-25, CRISIL awarded
the following rating basing on Company financial
results and ongoing Debt:

Long term Rating: CRISIL BBB /Stable
Short term Rating: CRISILA2

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

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

5. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 times during
the financial year 2024-25. The details of the
meetings of Board of Directors have been given in
the Report on Corporate Governance under Item
No. 2(b).

6. COMMITTEES OF THE BOARD OF DIRECTORS

There are five committees of the Board of
Directors viz. Audit Committee, Nomination

and Remuneration Committee, Stakeholders
Relationship Committee, Risk Management
Committee and Corporate Social Responsibility
Committee.

The details of committees are given in corporate
governance report.

7. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 of the Companies Act,
2013 with respect to the Directors’ Responsibility
Statement, the Board of Directors of the Company
hereby confirms:

a) In the participation of Annual Accounts, the
applicable Indian accounting standards had
been followed along with proper explanation
relating to material departures.

b) The Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at end of financial year viz.
March 31, 2025 and the profit loss account
of the Company for that period.

c) The Directors had taken proper and
sufficient care for the maintenance of
adequate accounting records in accordance
with the provisions of the Companies Act,
2013, for safeguarding the assets of the
Company and for preventing and detecting
fraud and other irregularities.

d) The Directors had prepared the annual
accounts on a going concern basis and

e) The Directors had laid down internal
financial controls to be followed by the
company and that such internal financial
controls are adequate and were operating
effectively.

f) The Directors had devised proper systems to
ensure compliance with the provisions of all
applicable laws and that such systems were
adequate and operating effectively.

8. DETAILS WITH RESPECT TO FRAUD REPORTED
BY AUDITORS

There was no instance of fraud during the financial
year 2024-25 which required the Statutory
Auditors to report to the Audit Committee and /

or to the Board as required under Section 143(12)
of the Companies Act, 2013 and the rules made
thereunder.

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

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

In terms of Regulation 25(8) of Listing
Regulations, Independent Directors have
confirmed that they are not aware of any
circumstance or situation which exists or may
be reasonably anticipated that could impair or
impact their ability to discharge their duties
with an objective independent judgment and
without any external influence.

In the opinion of the Board, the Independent
Directors of Company possess appropriate
balance of skills, experience and knowledge as
required for conducting its affairs effectively and
efficiently.

10. POLICIES ON APPOINTMENT OF DIRECTORS AND
REMUNERATION

The Company recognizes the importance
and benefits of having the diverse Board to
enhance quality of its performance and has
adopted a Nomination and Remuneration Policy
as formulated by the Board of Directors. The
Company’s Nomination and Remuneration Policy
has laid down a framework for remuneration of
Directors (Executive and Non-Executive), Key
Managerial Personnel and Senior Management
Personnel.

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

Policy for the Directors, Key Managerial Personnel
and other employees pursuant to the applicable
provisions of the Act and SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The remuneration determined for Executive
Directors, KMPs and Senior Management Personnel
is subject to the recommendation of the NRC and
approval of the Board of Directors.

The Executive Directors have not been paid sitting
fees, however, the Non-Executive Directors have
been paid sitting fees for attending the Board /
Committee Meetings. Thus, the remuneration paid
to Directors, KMPs, Senior Management Personnel
and all other employees are in accordance with
the Remuneration Policy of the Company.

The information with respect to the Company’s
policy on directors’ appointment and
remuneration including criteria for determining
qualifications, positive attributes, independence
of a director and other matters provided under
section 178 and Regulation 19 of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 are available on our website at
https://www.samkrgpistonsandrings.com

11. AUDITORS OF THE COMPANY
a Statutory Auditors

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

Ratification of appointment of Statutory

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

Statutory Auditor’s Report

There are no qualifications, reservations
or adverse remarks made by Shri M.V.N
Murthy, chartered Accountants, Hyderabad
Chartered Accountants (ICAI Reg. No.201445)
Statutory Auditors in their report for the
Financial Year ended March 31, 2025.

Further, there was no instance of fraud
during the year under review, which
required the Statutory Auditors to report to
the Audit Committee and / or to the Board
as required under Section 143(12) of the Act
and the rules made thereunder.

b Secretarial Auditor

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

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

c. Cost Auditor

Pursuant to Section 148 of the Companies
Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 Shri P
Srinivas was appointed as Cost Auditor of
the company for the financial year 2024¬
25 and accordingly he carried out the cost
audit and there is no any qualification,
reservation adverse.

d Internal Auditor

M/s Apical Business Advisory Services LLP
have been appointed as an Internal Auditor
for the financial year 2025-26 in terms of the

requirement of section 138 of Companies
Act, 2013 read with rule 13 of Companies
(Accounts) Rules, 2014

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

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

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

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

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

14. TRANSFER OF AMOUNTS TO RESERVES

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

15. MATERIAL CHANGES AND COMMITMENTS

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

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

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

17. RISK MANAGEMENT POLICY

The company has taken all the steps to mitigate
the following risks:

Raw material prices: Ours is a continuous high
volume manufacturing industry. Our profitability
will depend on change in the price in raw
materials and input costs.

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

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

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

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

Risk management committee consists of the
following Directors:

18. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

Corporate social responsibility policy was adopted
by the Board of Directors on the recommendation
of corporate social responsibility committee.

Report on corporate social responsibility as
per Rule8 of Companies (Corporate Social
Responsibility) Rules, 2014 is prepared and the
same is enclosed as annexure -2.

The Corporate Social Responsibility committee
consists of the following Directors:

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

Pursuant to the provisions of the Act and Listing
Regulations, the Board has carried out an annual
performance evaluation of its own performance,
the directors individually as well as the evaluation
of the working of its various Committees for
the financial year 2024-25. The evaluation
was conducted on the basis of a structured
questionnaire which comprises performance
criteria such as performance of duties and
obligations, independence of judgement, level
of engagement and participation, attendance
of directors, their contribution in enhancing the
Board’s overall effectiveness, etc.

The Board of Directors have expressed their
satisfaction with the evaluation process. The
observations made during the evaluation process
were noted and based on the outcome of the
evaluation and feedback of the Directors, the
Board and the management agreed on various
action points to be implemented in subsequent
meetings. The observations included those
relating to further improvement in participation
and deliberations at the meetings and conduct of
the meetings, circulation of board presentations
and its content.

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

20. FAMILIARIZATION PROGRAMME

Pursuant to Regulation 25(7) of the SEBI (LODR)
Regulations, the Company has put in place a
system to familiarize its Independent Directors
about the Company, its financial products, the
industry and business model of the Company.
In addition, the Company also updates on
continuous basis to the Independent Directors
about the ongoing events and developments
relating to the Company, significant changes
in regulatory environment through the Board/
Committee meetings and separate familiarisation
programme(s). Familiarization Programme
details:

Pursuant to Regulation 46 of SEBI (LODR)
Regulations the details of Familiarization
Programme is uploaded on the Company’s website
at https://www.samkrgpistonsandrings.com/
policies.html

21. POLICY FOR PROHIBITION OF INSIDER TRADING

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

The Company has also adopted a code of conduct
for prevention of insider trading. All the Directors,
Senior Management employees and other
employees who have access to the unpublished
price sensitive information of the Company are
governed by this code. During the year under
report, there has been due compliance with the
said code of conduct for prevention of insider
trading based on the SEBI (Prohibition of Insider
Trading) Regulations 2015.

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

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

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

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

The resolution in terms of Regulation 17(1A)
of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 was put as
Special Resolution at 38^th AGM of the company
for continuation Shri K.K. Kesavan (DIN:
10243054) on the Board and the said resolution
was not passed as Special Resolution and
consequently, he ceased to be the director of
the Board of the company, as confirmed by the
Board of Directors at their meeting held on 30^th
September, 2024.

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

Changes after March 31, 2025

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

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

23. NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee
consists of the following Directors:

Brief description of terms of reference:

• Identifying persons who are qualified to
become directors and who may be appointed
in senior management in accordance with
the criteria laid down and recommend to the
Board for their appointment and removal;

• Carry on the evaluation of every director’s
performance;

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

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

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

• Devising a policy on Board diversity; and

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

Nomination and Remuneration policy

The objective of the Policy:

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

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

3. To carry our evaluation of the performance of
Directors.

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

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

24. LISTING OF EQUITY SHARES

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

25. DEPOSITS

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

26. Corporate Governance

The Company is in compliance with all the
applicable provisions of Corporate Governance.
A report on Corporate Governance as required
under Regulation 34 and Schedule V of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in a separate
section and forms part of the Annual Report.

A Certificate from Shri M V N Murthy, statutory
auditor of the company, regarding compliance
with Para E of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 is annexed to this report as
Annexure-11 forming part of the Corporate
Governance Report.

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

27. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

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

28. MATERIAL ORDERS OF JUDICIAL BODIES /
REGULATORS:

During the year under review no any significant
or material orders were passed by the Regulators
or Courts or Tribunals against the Company or its
Directors which may impact the going concern
status of the Company or its operations in future
or the Directors of the Company in any manner.

29. LISTING AND DEMATERIALISATION:

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

30. CASH FLOW AND CONSOLIDATED FINANCIAL
STATEMENTS:

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

31. PREVENTION OF INSIDER TRADING:

The Company has also adopted a code of conduct
for prevention of insider trading. All the Directors,
Senior Management employees and other
employees who have access to the unpublished
price sensitive information of the Company are
governed by this code. During the year under
report, there has been due compliance with the
said code of conduct for prevention of insider
trading based on the SEBI (Prohibition of Insider
Trading) Regulations 2015.

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

32. RECONCILIATION OF SHARE CAPITAL AUDIT:

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

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

34. PARTICULARS OF APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL:

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

35. INSURANCE

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

36. CHANGE IN NATURE OF BUSINESS

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

37. INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

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

The internal control systems, comprising
of policies and procedures are designed to
ensure sound management of your Company’s
operations, safekeeping of its assets, optimal
utilization of resources, reliability of its financial
information and compliance.

Based on the report of Internal Audit function,
corrective actions are undertaken in the
respective areas and thereby strengthen the
controls. The statutory auditors of the Company
have audited the financial statements included in
this annual report and has issued a report on our
internal financial controls over financial reporting
as defined in Section 143 of the Act.

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

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS

No such orders have been received during the
year 2024-25 .

39. POLICY ON SEXUAL HARASSMENT

The Company has zero tolerance for sexual
harassment at workplace and has in place an
Anti-Sexual Harassment Policy in line with
the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 (POSH) and the rules
made thereunder. The Policy aims to provide
protection to employees at workplace and prevent
and redress complaints of sexual harassment and
for matters connected or incidental thereto,
with the objective of providing a safe working
environment, where employees feel secure.

During the financial year 2024-25, the Company
received NO complaints on sexual harassment.

40. MANAGEMENT DISCUSSION AND ANALYSIS

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

41. TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
TO INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

The company has transferred the unclaimed
dividend up to the financial year 2016-17 and the
shares being unclaimed have also been transferred
to the Investor Education and Protection Fund
(IEPF) of Ministry of Corporate Affairs pursuant
to the provisions of the Companies Act, 2013
read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016.

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

42. GREEN INITIATIVES

In commitment to keep in line with the Green
Initiatives and going beyond it, electronic copy
of the Notice of 39th Annual General Meeting
of the Company including the Annual Report
for FY 2024-25 are being sent to all Members

whose e-mail addresses are registered with the
company/ depository participants.

43. CAUTIONARY STATEMENT:

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

44. ACKNOWLEDGEMENTS

The Board of Directors would like to express
their sincere thanks to the shareholders and
investors of the Company for the trust reposed
in the Company over the past several years.
Your Directors would also like to thank the
central government, state governments, financial
institutions, banks, customers, dealers and
vendors for their co-operation and assistance. The
Directors also place on record their appreciation
made by the employees at all levels.

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

BY ORDER OF THE BOARD
For SAMKRG PISTONS AND RINGS LIMITED

Sd/- Sd/-

SARIPALLI KISHORE SARIPALLI KARUNAKAR

Place: Hyderabad WHOLETIME DIRECTOR CHAIRMAN & MANAGING DIRECTOR

Date : August 11, 2025 DIN: 01665768 DIN: 01665760