Your Directors are pleased to present the 69^th Annual Report on the business and operations of your Company along with Audited
Financial Statements (Standalone and Consolidated) and the Auditors’ Report thereon for the financial year ended March 31, 2026.

FINANCIAL HIGHLIGHTS:

The Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified
by Ministry of Corporate Affairs pursuant to section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015, as amended from time to time.

BUSINESS REVIEW

In 2025-26, the global economy navigated a difficult
landscape, with the IMF projecting global growth easing to
3.1% in 2026 from 3.4% in 2025. This deceleration stemmed
largely from intensifying geopolitical tensions, most notably
the conflict in West Asia, which disrupted key global shipping
lanes and pushed up energy and raw material costs. Some
relief came from lower tariffs and pockets of resilient economic
data, yet manufacturers worldwide continued to contend with
supply chain realignments, persistent inflationary pressures
and shifting trade policies.

Against this challenging backdrop, India stood out as a
resilient and fast-growing economic force. The country's real
GDP is estimated to have grown 7.7% in 2025-26, accelerating
from 7.1% the previous year. This strong showing was driven
by robust rural consumption on the back of a favourable
harvest, a buoyant manufacturing sector and continued
government capital spending. A stable macroeconomic
backdrop with retail inflation averaging just 1.7% between April
and December 2025, further boosted consumer confidence
and domestic demand.

Within this environment, the Company delivered a landmark
year, with a Profit After Tax of '104 Crores. This achievement
reflected a deliberate shift in focus from winning new business
to executing existing orders with discipline, ensuring that
a strong order book translated into durable revenue and
profitability. Talbros continued to draw on its diversified
portfolio spanning gaskets, heat shields, forgings, chassis
systems, and anti-vibration products to work through global
supply chain shifts while capturing opportunities across every
vehicle segment, including the fast-growing EV space.

The year also saw a marked strengthening of the Company's
revenue pipeline, with Multi-year orders worth over '1000
Crores including orders worth '250 Crores from the sealing
business of gaskets and heat shield products, '500 Crores in
the forgings business, '90 Crores for BIW components, and
'170 Crores for products like Hoses and Anti-vibration parts,
strengthening its revenue visibility and market diversification.

Execution on major programs is now picking up pace, with
the Stellantis chassis order set for commercialisation in June
and key EV orders for European manufacturers beginning in
the second half of the year. Supporting this growth, Talbros
invested '51 Crores in capex during 2025-26 and has set
aside '103 Crores for 2026-27 to expand capacity further and
build technological capability.

The Company continued to push the boundaries of innovation,
bringing to market futuristic, high-margin offerings such as
light-weight aluminum heat shields designed for hybrid and EV
platforms, which deliver superior noise reduction and thermal
insulation. Its joint ventures remained a key source of strength,
the Marelli Talbros Chassis Systems JV grew revenue by 21%
and is finding growing traction with global luxury EV makers,
while the Talbros Marugo JV has nearly tripled its revenue
over the past five years.

Looking forward, Talbros is well placed to benefit from the
‘China Plus One’ shift, as global OEMs increasingly turn to
India for high-quality, cost-effective engineering solutions.
The Company's priorities going forward include sustaining
healthy EBITDA margins through operational leverage, and
deepening its role in the circular economy through a new ESG-
focused JV with Lohum for rubber and carbon black recovery.
By aligning R&D with global mobility trends and continuing
to professionalise its leadership team, the Company remains
focused on delivering long-term value for all its stakeholders.

INDUSTRY REVIEW

India's automotive sector reflected the same underlying
economic momentum, closing out an exceptional year on

nearly every metric. Total domestic vehicle sales rose to
a seven-year peak of 28.2 Mn units, a solid 10.4% increase
over the previous year. Passenger vehicles led the charge
touching a record 4.64 Mn units on the back of continued SUV
demand and the pricing advantage created by the GST 2.0
rate rationalisation. Two-Wheelers and Commercial Vehicles
also staged strong comebacks, expanding 10.7% and 12.6%
respectively. Meanwhile, the move toward electric mobility
gained real traction with the sector recording more than 2.45
Mn EV retail sales, including a record 1.4 Mn electric two-
wheelers.

For 2026-27, India's real GDP growth is anticipated to stay in a
steady band of 6.8% to 7.2%. The automotive industry is likely
to build on this momentum, helped by sound macroeconomic
conditions, better visibility on rural incomes, and ongoing
government backing for green mobility and localisation via
initiatives like PM E-DRIVE and PLI. Even so, the sector is
treading carefully, staying alert to the risk of supply chain
bottlenecks and rising commodity costs linked to the extended
geopolitical conflict in the Middle East.

FINANCIAL REVIEW

Your Company recorded all time high revenue from operations
on standalone basis for the financial year 2025-26 amounting
to '870.04 Crores, 5.20% higher as compared to the last
financial year 2024-25 with gross turnover of '827.05 Crores.
Profit after tax (PAT) for the Company for financial year 2025¬
26 was '83.84 Crores, 7.67% higher as compared to the PAT
of '77.87 Crores in the previous year 2024-25.

The JV Company Marelli Talbros Chassis Systems Private
Limited (MTCS) registered a turnover of '342.62 Crores up
by 20.46% as compared to financial year 2024-25 turnover of
'284.43 Crores. PAT of MTCS was '35.13 Crores, higher by
22.75 % as compared to '28.62 Crores in the previous year
2024-25.

Talbros Marugo Rubber Private Limited (TMR), another JV
Company has registered a turnover of '146.73 Crores up
by 13% as compared to financial year 2024-25 turnover of
'129.85 Crores. PAT of TMR was '8.24 Crores as compared to
'6.86 Crores in the previous financial year 2024-25.

During the financial year 2025-26, the consolidated total
revenues increased by 5.20% from '827.05 Crores in 2024¬
25 to '870.04 Crores.

NEW INITIATIVES & FUTURE OUTLOOK

Your Company is a diversified auto components manufacturer
with a strong presence across two-wheelers, passenger
vehicles, commercial vehicles, and agricultural equipment.

Our business spans gaskets and heat shields, forgings,
suspension systems, anti-vibration products, and hoses,
supported by strategic joint ventures with global automotive
leaders in suspension and rubber components.

In Gaskets, we retain a leading 50% share of the Indian gasket
market, reflecting decades of engineering expertise and
customer trust. At the same time, our Heat Shield business is
scaling rapidly, developing advanced solutions for hybrid and
electric vehicle platforms while strengthening our presence in
the next generation of mobility.

We are transitioning from securing orders to executing them
with excellence. This shift demands disciplined capacity
creation and operational precision. To support this next phase,
we invested '51 Crores in capital expenditure during 2025-26
and plan to invest a further '103 Crores in 2026-27 to expand
capacity in line with growing demand.

During the year, the Company secured multiple long-term
orders from both domestic and international customers across
all business divisions, product lines, and joint ventures. The
Company has begun to execute the orders as per the timelines.

Our new joint venture, Lohum Talbros CarbonTech Private
Limited is progressing as planned. This business represents
our strategic entry into sustainable materials to recover
Carbon Black and Devulcanized Rubber further strengthening
Talbros presence in the circular economy ecosystem. Going
ahead we believe this business offers significant revenue
potential and expected to emerge as important growth
drivers over the medium to long term. Our strong order book,
diversified customer base, leadership position across multiple
products categories and continued investment in technology
and capacity provide us confidence in delivering sustainable
growth momentum in the coming quarters.

Looking ahead, the Company’s strategic priorities include
scaling exports to over 20% of revenue, increasing penetration
in high-growth segments such as EVs, premium chassis
systems, and heavier forged components, and furthering
localisation and technology investments to strengthen cost
competitiveness.

Sustainability will remain central to our growth approach, with
continued efforts in localisation, energy efficiency, and process
optimisation aimed at improving environmental performance
while enhancing operational resilience.

TRANSFER TO RESERVE

An amount of '50 Lacs has been transferred to General
Reserves out of the profit earned during the financial year
2025-26.

DIVIDEND

Your Board of Directors declared Interim Dividend for the
financial year 2025-2026, 10% ('0.20 per equity share)
on 6,17,28,150 Equity Shares of '2/- each, aggregating to
'1,23,45,630/-, at its meeting held on November 13, 2025.
The said Interim dividend was paid to the Shareholders on
December 5, 2025.

Further, your Directors are pleased to recommend, a final
dividend @ 27.5% ('0.55 per equity share) for the financial
year 2025-26 on 6,17,28,150 Equity Shares of '2/- each,
aggregating to '3,39,50,482.50/- (Rupees Three Crore Thirty
Nine Lacs Fifty Thousand Four Hundred Eighty Two and fifty
paise only), for the approval of members at the ensuing Annual
General Meeting.

MANAGEMENT DISCUSSION & ANALYSIS

In terms of the provisions of Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015,
the Management Discussion and Analysis is enclosed as
Annexure-I to this Report and provides a detailed analysis on
the performance of business and its outlook.

BUSINESS AND OPERATIONS OF THE COMPANY AND
THE MATERIAL CHANGES AFFECTING IT

The Company is relentlessly working on increasing the
business and is taking all necessary steps to ensure the
health, safety and well-being of its employees and constantly
moving forward on the path of growth.

No material changes and commitments affecting the financial
position of the Company have occurred after the end of the
financial year ended March 31, 2026 till the date of this Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the
Company during the year under review.

SHARE CAPITAL

The Paid up share capital of the Company as on March 31,
2026 stands at '12,34,56,300/- divided into 6,17,28,150 equity
shares of '2/- each.

Further, Company did not issue any class or category of
shares, Employee Stock Options, Convertible securities and
consequently there is no change in the capital structure since
previous year.

CREDIT RATING

Company’s credit ratings were re-affirmed by CARE Ratings on December 5, 2025. The ratings of the Company are as under:

TRANSFER OF UNPAID DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND (IEPF)

In terms of provisions of Section 125 of the Companies Act,
2013, the unclaimed final dividend pertaining to the financial
year 2017-18 for amount aggregating to '1,95,026/- had been
transferred on November 1, 2025 to the “Investor Education
and Protection Fund” established by the Central Government.

The Company shall transfer the unclaimed dividend for the
financial year 2018-19 to the Investor Education and Protection
Fund after completion of 7 years from the date of transfer of said
dividend into the Unclaimed Dividend Account in compliance
with the provisions of Section 125 of the Companies Act, 2013.

The shareholders who have not encashed their dividend
warrants for the financial year 2018-19 or any subsequent year
are requested to lodge their claims for revalidation of dividend
warrants. The Company is intimating those members who
have so far not claimed the unpaid dividend for the financial
year 2018-19.

The Company has transferred 68385 equity shares of
'2/- each to “Investor Education and Protection Fund” in the
previous year and the unpaid Dividend on such shares was
also transferred to the Investor Education and Protection Fund
(IEPF).

The Company would be transferring the required shares this
year as per the data finalised by KFIN Technologies Limited,
Registrar and Transfer Agent of the Company.

DIRECTORS

Your Directors intrinsically believe in the philosophy of
Corporate Governance and are committed to it for the effective
functioning of the Board.

The Board of Directors recognises and embraces the
importance of a diverse board in its success. Your Company
believes that a truly diverse board will leverage differences
in thought, perspective, knowledge, skill, regional and
industry experience, cultural and geographical background,
age, ethnicity, race and gender, which will help it retain its
competitive advantage.

During the year 2025-26, there have been changes in the
composition of the Board of Directors as under:

• Mr. Rajat Verma (DIN: 02548070), Independent Director
of the Company, resigned due to his other professional
commitments and ceased to be a Director of the
Company with effect from March 13, 2026.

• Mr. Naresh Talwar (DIN:00059155) stepped down from
the position of Chairman of the Board on the close of
working hours on March 31, 2026, and continues as Non¬
Executive Director of the Company with effect from April
01, 2026.

• Mr. Umesh Talwar (DIN: 00059271) vacated the office
of Vice Chairman and Managing Director on the close
of working hours on March 31, 2026 and has been
appointed as Executive Chairman- Whole Time Director
(Key Managerial Personnel) of the Company for a period
of 3 (Three) years w.e.f. April 01, 2026.

• Mr. Anuj Talwar (DIN: 00628063) vacated the office of
Joint Managing Director on the close of working hours
on March 31, 2026 and has been appointed as Managing
Director (Key Managerial Personnel) of the Company for
a period of 3 (Three) years w.e.f. April 01, 2026.

• Mr. Varun Talwar (DIN: 00263984) vacated the office of
Joint Managing Director on the close of working hours
on March 31, 2026 and has been appointed as Vice
Chairman and Managing Director of the Company for a
period of 3 (three) years with effect from April 01, 2026.

• Mr. Pratham Mittal (DIN: 08338216) has been appointed
as an Additional Director (Independent) of the Company

with effect from May 20, 2026, subject to approval of
shareholders of the Company.

DIRECTORS RETIRING BY ROTATION

In accordance with the provisions of Companies Act, 2013
and the Articles of Association of the Company, Mr. Navin
Juneja (DIN: 00094520) is liable to retire by rotation and being
eligible, offers himself for re-appointment/appointment.

Details of the proposal for director seeking re-appointment
are mentioned in the annexure to the Explanatory Statement
of the Notice of 69^th Annual General Meeting. The Board
recommends his re-appointment to the members for their
approval.

DECLARATION GIVEN BY INDEPENDENT DIRECTORS
UNDER SECTION 149(7)

The Independent Directors have furnished the necessary
declaration of Independence stating that they fulfill the criteria
of independence as per the provisions of Section 149(6) of the
Companies Act, 2013 and Regulation 25 of the SEBI Listing
Regulations and are not disqualified to act as Independent
Directors.

They have also complied with requirements of Code for
Independent Directors prescribed in Schedule IV of the
Companies Act, 2013. The Board is of the opinion that
Independent Directors fulfill the independence requirement
in strict sense and are eligible to continue as Independent
Directors of the Company.

KEY MANAGERIAL PERSONNEL

Mr. Ashish Gupta has been appointed as Chief Executive
Officer of the Company w.e.f. 1^st April, 2026. He is a production
engineering graduate, a seasoned leader with over 35 years
of experience across diverse industries and has held senior
roles in India and abroad, including Germany and the CIS
region. He has been instrumental in setting up and scaling
automotive manufacturing operations. Mr. Gupta excels in
driving operational excellence, profitability, and innovation.
His expertise in factory operations, quality assurance, and
team building has consistently delivered sustainable growth
and superior value to stakeholders.

As on date, Company has following Key Managerial Personnel
in compliance with the provisions of Section 203 of the
Companies Act 2013.

1. Mr. Umesh Talwar - Chairman

2. Mr. Anuj Talwar - Managing Director

3. Mr. Varun Talwar - Vice Chairman & Managing

Director

4. Mr. Ashish Gupta - Chief Executive Officer (CEO)

5. Mr. Manish Khanna - Chief Financial Officer (CFO)

6. Mrs. Seema Narang - Company Secretary

All Directors, Key Managerial Personnel and senior
management have confirmed compliance with the Company’s
Code of Conduct.

CORPORATE SOCIAL RESPONSIBILITY

Company has formulated a Corporate Social Responsibility
(CSR) policy which encompasses its philosophy and guides
its sustained efforts for supporting socially useful programs for
welfare and sustainable development of the weaker sections
of the society.

The Company has contributed to several organisations
namely Armed Forces Flag Day Fund, The Earth Saviours
Foundation, Savera Association, Roshni Education Society,
Sarvam Foundation, NGO Sapna, Servants of the People
Society, Venu Charitable Society, Save The Girl, The Talwar
Foundation, Delhi Common Wealth Women’s Association,
Guild for Service, Indian Institute of Cerebral Palsy, Udyan
Care, Ladli Foundation, Akshaya Patra, Akhand Jyoti (in the
name of “Yugrishi shriram sharma Acharya Charitable Trust”),
People for Action, CRY, Help Care Society, Wheelchair
Cricket India Association, Narbheram Hansraj English School
Society, Bal Raksha Bharat for fulfilling its CSR obligations for
the financial years 2025-26 and ensuring compliance with
provisions of Section 135 of the Companies Act, 2013 and the
rules made thereunder.

The amount of '160.88 Lacs was spent by the Company
during the financial year 2025-26 to fulfill its CSR obligations
and ensure compliance with the provisions of the Companies
Act, 2013 and the rules made thereunder.

As per Section 134(3)(o) of the Companies Act, 2013 and the
Companies (Corporate Social Responsibility) Rules, 2014 read
with various clarifications issued by Ministry of Corporate
Affairs, the Company undertakes activities as per the CSR
Policy (available on company’s website www.talbros.com)
and further details of the CSR activities are contained in the
Annexure - III to this Report.

AUDITORS AND AUDITORS REPORT
Statutory Auditors

M/s. J C Bhalla & Co., (ICAI Firm Registration No. 001111N),
Chartered Accountants, were re-appointed as Statutory
Auditors of the Company at 65^th Annual General Meeting of
the Company held on September 25, 2022 for a second term
of 5 years to hold office till the conclusion of 70^th AGM.

The Report given by M/s. J C Bhalla & Co., Chartered
Accountants, Statutory Auditors on the financial statements
(standalone as well as consolidated) of the Company for the
financial year 2025-26 is part of the Annual Report. There
has been no qualification, reservation or adverse remark or
disclaimer in their Report.

Annual Secretarial Audit Report and Compliance Report

Pursuant to Regulation 24A(2) of Listing Regulations, all
listed entities on annual basis are required to obtain Annual
Secretarial Compliance Report from Practicing Company
Secretary (PCS) on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder and
the said report is further required to be submitted to Stock
Exchanges within 60 days of the end of the financial year.

The Company engaged the services of Kiran Sharma & Co.,
Practicing Company Secretaries (Membership No. 4942 &
Certificate of Practice No. 3116) PCS and Secretarial Auditor of
the Company for providing this certification for 2025-26.

The Company has complied with the above said provisions
and Annual Secretarial Compliance Report for 2025-26 has
been submitted to the Stock Exchanges within stipulated time.

The Secretarial Audit Report for the Financial Year ended
March 31, 2026 under the Act, read with Rules made
thereunder and Regulation 24A (1) of the Listing Regulations
is set out in the Annexure - IV to this Report. There are no
qualification, reservation, adverse remark or disclaimer given
by the Auditors in their Report.

Appointment of Secretarial Auditors

In accordance with Section 204 of the Act read with Rule
9 of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 and the amended
provisions of Regulation 24A of the Listing Regulations, the
Board of Directors, based on the recommendation of the Audit
Committee and Board of Directors, members of the Company
at 68^th Annual General Meeting, approved, the appointment
of Kiran Sharma & Co., Practicing Company Secretaries
(Membership No. 4942 & Certificate of Practice No. 3116
and Peer Review Certificate No.: 7910/2026), as Secretarial
Auditors of the Company to hold office for a term of Five years,
from 2025-26 to 2029-30.

Cost Auditors

Pursuant to the provisions of Section 141 read with Section 148
of the Companies Act, 2013 and Rules made thereunder M/s.

Vijender Sharma & Co., Cost accountants (Firm Registration
No. 000180) were re-appointed as the Cost Auditors of
the Company for the financial year ending March 31, 2025
to conduct Cost Audit of the accounts maintained by the
Company in respect of the various products prescribed under
the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2024-25 issued
by M/s. Vijender Sharma & Co., Cost Accountants (Firm
Registration No. 000180) in respect of the various products
as prescribed under the Cost Audit Rules was filed in the
prescribed form with the Ministry of Corporate Affairs (MCA)
during the year.

The remuneration of Cost Auditors has been approved by the
Board of Directors on the recommendation of Audit Committee.
The requisite resolution for ratification of remuneration of Cost
Auditors by members of the Company has been set out in
the Notice of the ensuing Annual General Meeting. Further,
on the recommendation of the Audit Committee, the Board
of Directors have also re-appointed them as Cost Auditors for
financial year 2026-27, to conduct Cost Audit of the accounts
maintained by the Company in respect of the various products
prescribed under the applicable Cost Audit Rules.

Internal Auditors

In compliance with the provisions of Section 138 of the Act,
read with the Companies (Accounts) Rules, 2014, the Internal
Audit of various units of Company, for the 2025-26 was carried
out by the following Internal Auditors:

M/s. Forvis Mazars LLP, Gurgaon as the Internal Auditors to
conduct the Internal Audit for Gasket Division at Faridabad
and Forging Division at Bawal.

M/s. Kirtane & Pandit LLP, Chartered Accountants, Pune as the
Internal Auditors to conduct the Internal Audit for Company’s
Plant at Pune.

M/s. Pant Ravi & Associates, Chartered Accountants as the
Internal Auditor to conduct the Internal Audit for Company’s
Plant at Sitarganj.

Further, the Board in their meeting held on May 20, 2026
has reappointed the existing Internal Auditors for conducting
Internal Audit for the financial year 2026-27.

RISK MANAGEMENT

The Company has formulated a process for risk management.
The company has set up a core group of leadership team,
which identifies, assesses the risks and the trends, exposure

and potential impact analysis at different level and lays down
the procedure for minimisation of the risks.

Company has identified various strategic, operational and
financial risks which may impact company adversely; however,
management believes that the mitigation plans for identified
risks are in place and may not threaten the existence of the
company.

INTERNAL FINANCIAL CONTROLS

The Board has adopted the policies and procedures for
ensuring the orderly and efficient conduct of its business,
including adherence to the Company’s policies, the
safeguarding of its assets, the prevention and detection of
frauds and errors, the accuracy and completeness of the
accounting records, and the timely preparation of reliable
financial disclosures.

DISCLOSURES
Board Meetings

During the Financial Year 2025-26, 4 (four) Board Meetings
were held on May 26, 2025, August 7, 2025, November 13,
2025, February 11, 2026, Details of the same are available
in the section Meetings of the Board of Directors’ in the
Corporate Governance Report.

Audit Committee

During the Financial Year 2025-26, 4 (four) meetings of Audit
Committee were held on May 26, 2025, August 7, 2025,
November 13, 2025, February 11, 2026. Composition and other
details of the Audit Committee are available in the Corporate
Governance Report.

During the year under review, all the recommendations of the
Audit Committee have been duly considered and accepted by
the Board of Directors.

Nomination and Remuneration Committee

During the Financial Year 2025-26, 2 (Two) meeting of the
Nomination and Remuneration Committee were held on May
01, 2025 and January 24, 2026. Composition and other details
of the Nomination and Remuneration Committee are available
in the Corporate Governance Report.

Stakeholders’ Relationship Committee

During the Financial Year 2025-26, 4 (four) meetings of
Stakeholders’ Relationship Committee were held on May 26,
2025, August 7, 2025, November 13, 2025 and February 11,

2026. Composition and other details of the Stakeholder’s
Relationship Committee are available in the Corporate
Governance Report.

Corporate Social Responsibility Committee

During the Financial Year 2025-26, 2 (two) meetings of the
Corporate Social Responsibility Committee were held on
May 01, 2025 and August 04, 2025. Composition and other
details of the Corporate Social Responsibility Committee are
available in the Corporate Governance Report.

Remuneration Policy & Board Evaluation

The Board on the recommendation of the Nomination &
Remuneration Committee for selections and appointments of
Directors, senior management and decides their remuneration,
after reviewing their qualifications, positive attributes,
independence of Directors and board diversity.

Remuneration Policy of the Company is based on the
fundamental principles of payment for performance, potential,
growth and aligning remuneration with the longer term
interests of the Company and its shareholders, promoting a
culture of merit recognition and creating a linkage to corporate
and individual performance. The criteria for performance
evaluation of Directors cover the areas relevant to their
functioning as member of Board or its Committees thereof.
The manner in which the performance evaluation of the Board
and its Committees thereof, the Chairman and the Directors
individually has been carried out has been explained in the
Corporate Governance Report.

The Remuneration Policy of the Company is available on
company’s website www.talbros.com.

Related Party Disclosures

Related party transactions are periodically reviewed and
approved by Audit committee and are also placed before the
Board for necessary approval. The Company has developed
standard operating procedures for the purpose of identification
and monitoring of such transactions as referred to in Section
188(1) of the Companies Act, 2013.

There are no materially significant related party transactions
made by the Company with Promoters, Directors, Key
Managerial Personnel or other related parties which may have
a potential conflict with the interest of the Company at large.

SEBI had made a major recast of the regulatory processes on
related party transactions vide various Circulars mandating

“Prior” approval of shareholders for material related party
transactions from AGM to AGM basis. Therefore, the Board
has taken relevant approvals from the Audit Committee for
entering into the Related party transactions and the Board
of the Company also recommend Member’s approval for the
resolution regarding Material Related Party Transactions as
set out in the notice of AGM.

The contracts or arrangements of the Company with related
parties during the period under review were in ordinary course
of business and on arms’ length basis and in accordance with
the shareholders’ approval, wherever required. The Audit
Committee has also given the omnibus approval for the
transactions repetitive in nature in the first Board Meeting of
the Financial Year.

The Board has approved policy for related party transactions
in terms of provision of Regulation 23 of SEBI (Listing
Obligations & Disclosure Requirements) Regulations, 2015
which is available on company’s website www.talbros.com.

The prescribed Form AOC- 2 giving particulars of contracts or
arrangements with related parties referred to in sub-section (1)
of section 188 is attached as Annexure II.

Frauds reported during the year

No material frauds were reported for the period under review.

Statement containing salient features of the Financial
Statement of Subsidiaries/ Associate Companies/ Joint
Ventures

Statement pursuant to Section 129(3) of the Companies Act,
2013 related to Associate Companies and Joint Ventures as
on March 31, 2026 in Form AOC-1 is annexed to this Report
as Annexure V.

Conservation of energy, technology absorption, research
and development and foreign exchange earnings and
outgo

In accordance with the requirements of Section 134(3) (m) of
the Companies Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, statement showing particulars with
respect to Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo are annexed
hereto as Annexure VI and form part of this report.

Particulars of remuneration of Employees

The ratio of remuneration of each director to the median
of employees’ remuneration as per Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is enclosed as Annexure -VII.

In accordance with the provisions of Section 197(12) of
the Companies Act, 2013 and Rule 5(2) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the names and other particulars of employees
are available with the Company. In terms of provisions of
Section 136(1) of the Act, any member intends to obtain a copy
of the said details may write to the Company Secretary and
Compliance Officer of the Company.

Public Deposits

There are no deposits outstanding as on March 31, 2026,
except for some unclaimed deposits.

No fresh deposits were accepted during the year. Deposit
amounting to '126000 remains unclaimed at the end of
financial year 2025-26 and the same would be transferred to
Investor Education and Protection Fund (IEPF) after completion
of 7 years.

There has been no default in repayment of deposits or
payment of interest thereon during the year.

No order with respect to depositors for extension of time for
repayment, penalty imposed has been received from National
Company Law Tribunal (NCLT)/ National Company Law
Appellate Tribunal (NCLAT).

All deposits are in compliance with the requirements of the
Companies Act, 2013.

FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

Please refer to the Paragraph on Familiarisation Program in
the Corporate Governance Report for detailed analysis.

HUMAN RESOURCES

Please refer to the paragraph on Human Resources in the
Management Discussion & Analysis section for detailed
analysis.

Particulars of Loans, Guarantees or Investments

Loans, guarantees and investments covered under Section
186 of the Companies Act, 2013 form part of the notes to the
financial statements provided in this Annual Report.

Listing of Shares

The Equity Shares of the Company are listed on the BSE
Limited (BSE), Mumbai and National Stock Exchange of India

Limited (NSE).

Registrar and Share Transfer Agent

The Share Transfer and other activities are being carried out
by M/s KFin Technologies Limited (earlier Kfin Technologies
Private Limited), Registrar and Share Transfer Agent from the
following address:-

Selenium Building, Tower-B, Plot No 31 & 32,

Financial District, Nanakramguda, Serilingampally,

Hyderabad, Rangareddi, Telangana India - 500032

Corporate Governance

A Certificate from the Practicing Company Secretary regarding
compliance of the conditions of Corporate Governance as per
the requirement of SEBI (Listing Obligations and Disclosures
Requirements) Regulations, 2015, is enclosed as Annexure
VIII and is part of this Report.

The Board of Directors support the concept of Corporate
Governance and having regard to transparency,
accountability and rationale behind the decisions have made
proper disclosures separately under the heading “Report
on Corporate Governance” which forms part of this Annual
Report.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL
OF SEXUAL HARASSMENT AT WORKPLACE

The Company values the dignity of individuals and is committed
to provide an environment, which is free of discrimination,
intimidation and abuse.

The Company has put in place a policy on redressal of
Sexual Harassment and a Policy on redressal of Workplace
Harassment as per the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“Sexual Harassment Act”). As per the policy, any employee
may report his/ her complaint to the Redressal Committee
formed for this purpose or their Manager or HR personnel.

The Policy aims to provide protection to the employees at
the workplace and prevent and redress complaints of sexual
harassment and for matters connected or incidental thereto,
with the object of providing a safe working environment, where
employees feel secure. The company has also constituted
an Internal Complaints Committee to inquire into complaints
of sexual harassment and recommendation for appropriate
action. Policy regarding Sexual Harassment at Work Place is
available at the company website i.e. www.talbros.com

The Annual Report of the Internal Complaints Committee of the
Company pursuant to Section 21 of The Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and the Rules framed thereunder for the year ended
December 31, 2025 has duly been filed with the office of
District Officer.

The details relating to the number of complaints received
and disposed-off during FY 2025-26 are as under:

The Internal Complaints Committee of the Company had been
reconstituted during the year under review. The composition
of the Committees w.e.f. February 11, 2026 are as under:-

Composition of Internal Complaints Committees

No complaints have been filed/ disposed of/ pending during
the financial year ended March 31, 2026.

Vigil Mechanism

Pursuant to the provisions of section 177(9) & (10) of the
Companies Act, 2013, a Vigil Mechanism for Directors and
Employees to report genuine concerns has been established.

Details of establishment of Vigil Mechanism/ Whistle Blower
are disclosed in the Corporate Governance Report.

The policy on Vigil Mechanism is available on Company’s
website at www.talbros.com

In exceptional circumstances or issues related to reprisal,
retaliation, victimisation of any Whistle Blower, the employee
shall have direct access to Ms. Priyanka Gulati - Chairperson
of the Audit Committee.

During the year under review, no employee was denied
access to the system to report any grievance.

No complaints/ grievances were received from any employee
during the year under review.

Details of significant and material orders passed by the
Regulators or Courts or Tribunals impacting the going
concern status and Company’s operations in future

No significant or material orders were passed by the Regulators
or Courts or Tribunals which impacts the going concern status
and Company’s operations in future.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial
Standards issued by the Institute of Company Secretaries of
India (ICSI).

Annual Return

In compliance with the provisions of Section 92(3) read with
Section 134(3)(a) of the Companies Act, 2013, the Annual Return
of the Company for the financial year 2025-26 in prescribed
form is placed on Company’s website www.talbros.com.

Details of application/ proceeding pending under the
Insolvency and Bankruptcy Code, 2016

Neither an y application has been mad e n or any proceed ing
is pending against the Company under the Insolvency and
Bankruptcy Code, 2016 during the year under review.

Details of difference in valuation

There is no such instance of difference in valuation as the
Company has not done one-time settlement with any Bank or
Financial Institution.

COMPLIANCE WITH MATERNITY BENEFIT

The Company has complied with the provisions relating to the
Maternity Benefits Act, 1961.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) of the
Companies Act, 2013, your Directors hereby state and confirm:

a) That in the preparation of the annual accounts, the
applicable accounting standards have been followed
and that no material departure was made for the same;

b) That Directors have selected such accounting policies
and applied them consistently and made judgments and
estimates that are reasonable and prudent so as to give
a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit of the
Company for the period ended on March 31, 2026;

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

d) That Directors have prepared the annual accounts on a
going concern basis;

e) That Directors had devised proper system to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively;

f) That the directors have laid down internal financial control
to be followed by the Company and that such internal
financial controls are adequate and were operating
effectively.

ACKNOWLEDGEMENT

Your Directors gratefully acknowledge the support given by
our customers, shareholders, financial institutions and banks
and all other stakeholders and we look forward to their
continued support.

Your Directors place on record their appreciation for the
contribution made by the Company’s employees at all levels.
Your Company’s growth was made possible by their hard
work, solidarity, cooperation and support.

For and on behalf of the Board
Talbros Automotive Components LimitedSd/- Sd/-

Umesh Talwar Anuj Talwar

Place: Gurugram Chairman Managing Director

Date: May 20, 2026 (DIN: 00059271) (DIN: 00628063)