The Board of Directors (‘the Board’) of SPR Auto
Technologies Limited (formerly Shriram Pistons & Rings
Limited) (‘the Company’) are pleased to present the 62^nd
Annual Report on the business and operations along
with the Audited Financial Statements (Standalone and
Consolidated) of the Company for the financial year
ended March 31, 2026 (FY 2025-26).

FY 2025-26 was a landmark year for the Company,
marked by robust growth, strategic acquisitions and
diversification into new product categories. Despite
a challenging and evolving global macroeconomic
environment characterised by geopolitical uncertainties
and supply chain disruptions, the Company delivered
a strong improvement in revenue and profitability,
outpacing the broader industry. On a consolidated basis,
performance was further strengthened by the impact of
strategic acquisitions and improved contributions across
subsidiaries.

A key highlight of the year was the successful acquisition
of automotive interiors and lighting business, which has
strengthened the Company’s presence beyond its core
product lines while expanding its addressable market.
The integration of these businesses has enhanced the
customer relationship and broadened the overall product
portfolio.

During the year, the Company continued to invest
in expansion ofmanufacturing capacities and technologies
to improve operational efficiency and delivery performance.
New assembly centre has been commissioned, supporting
improved execution capabilities and readiness to meet
customer requirements.

The Company also made steady progress in developing
products across multiple powertrain solutions and future
technologies, including electric, hybrid and alternative
fuels such as ethanol, biofuels and Compressed Bio Gas.
With the recent acquisition, the Company has broadened
its participation in the automotive technology arena,
adding capabilities in auto interiors, plastic doors and
trims, and interior lighting solutions thereby enhancing
product diversity and increased content per vehicle,
reinforcing the Company’s position as a multi-domain
automotive components supplier.

In addition, the Company continued to diversify its
revenue streams through increased contribution from
exports, aftermarket and non-automotive applications,
including railways, snowmobiles, compressors, marine,
defence and industrial engines.

The Company also continued its focus on sustainability
initiatives, including enhanced use of renewable energy.

This initiative has been well recognised through various
awards in the areas of ESG, safety, diversity and corporate
excellence.

Entering FY 2026-27 with strong momentum, the
Company remains focused on strengthening its
operational capabilities, expanding its product portfolio
and delivering long-term value for all stakeholders, while
continuing to navigate external challenges including
geopolitical developments, cost pressures and supply
chain uncertainties.

FINANCIAL & OPERATIONAL PERFORMANCE
AND STATE OF THE COMPANY'S AFFAIRS

FY 2025-26 has been a strong year for the Company,
as it delivered its highest ever financial performance,
reaching Rs. 36,261 Million on standalone total income.
The Company’s manufacturing capabilities, supported by
advanced technology and global partnerships, enabled
these achievements and reinforced its position as a
leading manufacturer and exporter.

During the year under review, standalone total income
increased from Rs. 32,827 Million in the previous year to
Rs. 36,261 Million, while revenue from operations grew
from Rs. 31,795 Million to Rs. 35,266 Million. Profit before
Depreciation and Taxes (before Other Comprehensive
Income), after interest, increased from Rs. 7,545 Million to
Rs. 7,706 Million.

During the year under review, consolidated total income
increased from Rs. 36,612 Million in the previous year to
Rs. 45,713 Million, while revenue from operations grew
from Rs. 35,498 Million to Rs. 44,587 Million. Profit before
Depreciation and Taxes (before Other Comprehensive
Income), after interest, increased from Rs. 8,013 Million to
Rs. 8,991 Million.

The improved performance was driven by higher
production volumes, expansion into new customer
segments and continued focus on operational
efficiencies. Initiatives undertaken during the year
included strengthening vendor partnership, optimizing
working capital, increasing automation and enhancing
use of data analytics, which supported better cost
structure and improved efficiency.

The Company continued to invest in capacity expansion,
modernization and technology, supporting both existing
operations and new product segments.

Looking ahead, the Company continues to focus on
operational efficiency, product development and
disciplined growth, supported by its strong financial
position and execution capabilities.

FINANCIAL HIGHLIGHTS

The summarized standalone and consolidated results of
the Company are as under:

Note: For F.Y. 2025-26, Profit includes the one-time
impact of New Labour Code for Rs. 237 Million on
Standalone Basis and Rs. 271 Million on Consolidated
Basis.

EXPORTS AND STRATEGIC DEVELOPMENTS

During FY 2025-26, exports registered an increase of 2.36%,
growing from Rs. 4,840 Million in the previous year to Rs.
4,954 Million, despite an extremely challenging global
environment impacted by geopolitical uncertainties.

During the year, the Company expanded its presence
across new product segments and applications,
contributing to further diversification of the business
across geographies in global market.

KEY BUSINESS DEVELOPMENTS

During FY 2025-26, the Company undertook several
key initiatives, including strategic acquisitions, capacity
expansion and technology investments, to strengthen its
operations and expand its product portfolio.

A. Change of Name and Alteration of MOA &
AOA

Pursuant to the Board’s approval on February
2, 2026 and shareholders’ approval via Special
Resolution through Postal Ballot on March 12, 2026,
the Registrar of Companies approved the change
of the Company’s name from ‘Shriram Pistons &
Rings Limited’ to ‘SPR Auto Technologies Limited’,
effective April 2, 2026. The new name was adopted
to better align with the Company’s broader
business profile and expanded scope of operations
across multiple product segments and state of art
technologies.

This transition to SPR Auto Technologies Limited
marks a defining milestone in our evolution into
a multi-product, multi-domain auto components
supplier. This identity embodies our strategic
vision to build a future-ready, technology-led
business franchise, positioned to deliver integrated
solutions across the automotive ecosystem.

To align with this diversification and ensure
compliance with the Companies Act, 2013 (‘the
Act’), shareholders also approved by Postal Ballot
on March 12, 2026, the adoption of a new set of
Memorandum of Association (MOA) and Articles
of Association (AOA). The amendment to the
Main Object Clause of the MOA, confirmed by the
Ministry of Corporate Affairs on March 27, 2026,
enables the Company to broaden its operations
and pursue synergistic opportunities. Replacement
of the erstwhile MOA and AOA framed under the
Companies Act, 1956 was necessary to bring the
Company’s constitutional documents fully in line
with current statutory provisions.

The updated MOA and AOA are available on the
website of the Company at https://shrirampistons.
com/wp-content/uploads/2026/04/MOA-AOA.pdf

B. Strategic Acquisitions & Business
Expansion

During FY 2025-26, the Company undertook a
significant strategic acquisition to expand its
portfolio into new product segments within the
automotive components space.

Acquisition of Grupo Antolin's Indian Operations

On January 8, 2026, the Company acquired 100%
equity stake in three entities of Spain’s Grupo
Antolin at an aggregate Enterprise Value of Euro
159 Million (approximately Rs. 16,700 Million). The
transaction included acquisition of:

a) Antolin Lighting India Private Limited (ALIPL)
(acquired 100 % stake);

b) Grupo Antolin India Private Limited (GAIPL)
(acquired 100 % stake); and

c) Grupo Antolin Chakan Private Limited
(GACPL), subsidiary of GAIPL (indirectly
acquired ~ 99.99 % stake)

The acquisition expands the Company’s footprint
into automotive interior and lighting product
segments and strengthens its presence across a
wider range of components. The acquired entities
bring capabilities in automotive interior solutions,
including headliner substrates, modular headliners,
sunvisors, door panels, centre floor consoles, pillar
trims, front-end carriers, overhead consoles, cockpit
dashboards, dome lamps, ambient lighting, touch
panels and capacitive pads.

The transaction also provides access to an
established customer base of leading OEMs in India,
strengthening the Company’s market presence.
As part of the transaction, the Company entered
into a Technology Licensing Agreement with
Grupo Antolin, Spain, enabling continued access to
technical know-how and supporting new product
development in interior and lighting solutions.

Name Change of the subsidiaries post acquisition

Post-acquisition and pursuant to the approval of
the requisite authorities:

a) ALIPL was renamed as SPR Auto Interior
Lighting Solutions Private Limited (‘SPR
Lighting’) (effective March 10, 2026);

b) GAIPL was renamed as SPR Auto Interior
Solutions Private Limited (effective March 11,
2026) (‘SPR Interior’); and

c) GACPL was renamed as SPR Auto Interior
Solutions Chakan Private Limited (effective
March 11, 2026) (‘SPR Chakan’)

Technology & Innovation

During the year, the Company continued to
strengthen its technological and engineering
capabilities across key product segments and
applications. This included investments in tooling,
precision manufacturing and design capabilities
to support evolving customer requirements and
product development. The Company enhanced
its capabilities through the acquisition of Karna
InterTech Private Limited (‘Karna’), which has
strengthened in-house tooling and manufacturing
capabilities. In addition, group companies,
including SPR TGPEL Precision Engineering
Limited, SPR Takahata Precision India Private
Limited and SPR EMF Innovations Private Limited,
continued to expand their engineering and
manufacturing capabilities.

These initiatives support the Company’s ability
to develop high-precision components, improve
product quality and strengthen its capability to
address both conventional and emerging mobility
technologies.

Asset Purchase Agreement

The Company executed an Asset Purchase
Agreement (APA) with Sunbeam Lightweighting
Solutions Limited (formerly Sunbeam Lightweighting
Solutions Private Limited), (a Wholly Owned
Subsidiary of the Craftsman Automation Limited),
to acquire piston manufacturing lines and related
machinery and assets for a total consideration
of Rs. 280 Million. This acquisition has enhanced
manufacturing capacity and improved operational
efficiencies.

Strengthening of Legacy Businesses and
Production Maximisation

The Company continued to invest in production
augmentation and modernization across its
manufacturing locations. Capacity expansion
programmes were undertaken at Ghaziabad, Pathredi
and Pithampur (in SEL) to strengthen & augment
existing capacities across product lines. These
investments are aimed at improving throughput,
reducing bottlenecks and supporting customer
demand.

Investments. Market Expansion

The Company continued to expand its presence
in domestic and international markets through
ongoing investments and strengthening of its
aftermarket network. These initiatives contributed to
improved market reach and customer engagement.

Strengthening core operations and future mobility
capabilities

The Company reinforced its core operations
through modernization and production expansion.
During the year, the following facilities were
commissioned:

• A world class state of the art manufacturing
facility at Coimbatore under the step-down
subsidiary SPR EMFI for manufacturing of
motors and controllers for electric mobility
solutions

• A new assembly centre at Bhora Kalan,
Gurugram to strengthen supply chain and
delivery performance.

Progress in Electric Vehicle (EV) Mobility through
SPR EMFI

The Company continued to advance its electric
mobility initiatives through SPR EMF Innovations
Private Limited (‘SPR EMFI’). The subsidiary
strengthened its in-house capabilities for design,

development, prototyping and testing of motors
and controllers for electric mobility solutions.

During the year, SPR EMFI enhanced its
manufacturing capacities, initiated production
of motors and controllers at new manufacturing
facility and obtained relevant regulatory
certifications, including ICAT certification for its PM
E-Drive initiative. The new facility at Coimbatore got
commissioned during the year and manufacturing
has commenced from the facility.

Expansion of Precision Plastic Component
Businesses

The Company continued to strengthen its
precision plastic component business through
capacity expansion at Neemrana plant (SPR
Takahata) and at Noida plant (SPR TGPEL). These
businesses, together with recently acquired
automotive interior and lighting business, support
the Company’s diversified product portfolio across
multiple applications.

C. Continuity of Strategic Technology
Collaborations

The Company continued to maintain its long¬
standing technology collaborations across key
product lines, ensuring continuity of technical
know-how and support for ongoing operations:

> Extension of Technical Collaboration
with FUJI OOZX INC., Japan

The Company executed a revised Technical
Collaboration Agreement with FUJI OOZX
INC., Japan. The agreement extends the
scope of technical know-how and assistance
for manufacturing engine valves in India for
a further period of five years, while all other
terms and conditions remain unchanged.
The agreement has been in place for over
three decades and continues to support
the manufacture of advanced engine valve
technology in India, with the objective of
enabling the Company to access the latest
manufacturing technology and pursue new
business opportunities.

> Assignment of Licence Agreement(s)
following Kolbenschmidt Organizational
Realignment

Pursuant to the organizational restructuring of
Kolbenschmidt Pistons Germany GmbH, certain
functions were transferred to Kolbenschmidt
Pistons Management GmbH. Accordingly,
the existing licence agreement(s) with the
Company were assigned to the new entity,
which has assumed all rights and obligations

under the agreement(s). The agreement
has been in place for over five decades and
the scope of services and commercial terms
remain unchanged i.e., to provide access to
the latest manufacturing technology, know¬
how, patents and trademarks to support the
manufacture and sale of pistons for internal
combustion engines.

> Reorganization of Riken Corporation
and Continuity of Technical Agreements

The reorganization of the Company’s
technical collaborator, Riken Corporation,
became effective from April 1, 2026. Following
the restructuring, all technical agreements
stand transferred to NPR-RIKEN Corporation,
ensuring continuity of the existing
arrangements. The reorganization does not
impact the shareholding, and NPR-RIKEN
Niigata Corporation continues to hold 21.30%
equity in the Company. The agreements
have been in place for over four decades and
continues to provide access to advanced
know-how, patents and trademarks for the
manufacture and sale of specific types of
piston rings for internal combustion engines
and to support business opportunities in both
domestic and export markets.

> Technology tie-up with Honda Foundry,
Japan

The Company continues to maintain its
technical collaboration arrangement with
Honda Foundry Co., Ltd., Japan for
manufacturing of Pistons and the agreement
has been in place for over four decades.

Besides the above, the Company, through its
subsidiary SPR Takahata, has an agreement in
place with Takahata Precision Co., Ltd., Japan
for precision engineering and component
manufacturing. Further, pursuant to
the acquisition of Grupo Antolin’s Indian
operations, the Company’s subsidiaries viz.
SPR Interior and SPR Lighting, have entered
into a Technology Collaboration Arrangement
with Grupo Antolin, Spain. Grupo Antolin,
headquartered in Burgos, Spain, is a leading
Tier-1 supplier of automotive interior solutions,
specializing in headliners, door panels, and
lighting systems. With operations in over 24
countries and revenues exceeding €4 billion.
It partners with major global OEMs to design,
develop, and manufacture premium interior
components.

These collaborations strengthen the
subsidiaries’ technology capabilities across
automotive interior and lighting segments.

D. Technology Development and Product
Innovation

During the year, the Company continued to
develop products across multiple fuel solutions
and technology applications, including CNG,
LNG, PNG, hybrid, flex-fuel, hydrogen, H-CNG
and electric applications, reflecting a powertrain-
agnostic approach to product development.
This multi-technology approach reflects the
Company’s view that multiple mobility solutions
will coexist for a considerable time and that
long-term competitiveness will depend on
technological readiness across several platforms
rather than dependence on a single propulsion
architecture.

E. Exports, New Applications and Market
Reach

The Company also continued to strengthen its
reach in international markets. The Company is
expanding into several new end-use applications
such as marine engines, defence engines, railway
applications and other non-automotive use
cases. The Company’s presence in more than 45
countries across 5 continents indicates that such
geographical diversification supports flexibility
by balancing exposures across regions and by
balancing growth in different market cycles.
The Company also continued to strengthen its
aftermarket and customer engagement strategy
with deeper market penetration and broader
product reach.

INVESTOR ENGAGEMENT AND GOVERNANCE

The Company continued to maintain a structured and
transparent investor engagement framework, aligned
with applicable regulatory requirements and governance
standards. During FY 2025-26, the Company conducted
regular earnings calls and investor interactions,
providing timely updates on financial performance and
key developments. These forums enabled management
to effectively address investor queries and maintain
open communication with stakeholders. The Company
ensured that all such interactions remained fully
compliant with applicable SEBI regulations, with no
disclosure of unpublished price-sensitive information.
The Company also continued to strengthen its
governance framework through enhanced oversight,
monitoring and compliance processes. The Board and
its Committees function in accordance with defined
roles and responsibilities, ensuring accountability and
effective decision-making.

SUSTAINABILITY & ESG INITIATIVES -
A COMMITMENT TO RESPONSIBLE GROWTH

The Company continued to strengthen its sustainability
initiatives during FY 2025-26 through various actions

focused on energy efficiency, use of renewable energy,
water management, waste reduction, workplace
safety and community development. As an automotive
components manufacturer, the Company recognises its
role in supporting the transition towards more efficient
and lower-emission mobility solutions.

Environmental Stewardship - Using Resources
More Efficiently

The Company’s environmental initiatives are focused
on improving resource efficiency and reducing the
environmental impact of its manufacturing operations.
During FY 2025-26, key initiatives were undertaken across
manufacturing locations in areas such as renewable energy
adoption, energy efficiency, emissions management,
water conservation and waste reduction. These initiatives
contributed to improved operational efficiency and
strengthened environmental compliance across plants.
Key outcomes include expansion of renewable energy
usage, improvement in energy efficiency, enhancement of
emissions control systems, and continued focus on water
recycling and waste minimisation. Detailed disclosures
on conservation of energy, technology absorption and
environmental initiatives are provided in Annexure - III to
this Board’s Report.

Social Responsibility - Supporting People and
Communities

The Company continued to undertake Corporate Social
Responsibility (CSR) initiatives focused on healthcare,
education, skill development, women empowerment,
environment preservation and support for vulnerable
communities around its operational locations. The CSR
programmes were implemented through structured
interventions across healthcare services, educational
support, livelihood and skill development initiatives,
and targeted programmes for community welfare.
These initiatives were undertaken across key locations
including Ghaziabad, Pathredi and Neemrana through
programmes such as medical dispensaries, mobile
health units, education support initiatives, vocational
skills initiatives, women empowerment programmes and
community welfare activities. Detailed disclosures on
CSR initiatives, projects and expenditure are provided in
the Report on CSR Activities (Annexure - V) forming
part of this Board’s Report, and further disclosures are
covered in the Business Responsibility and Sustainability
Report (BRSR).

Governance Excellence

The Company has put in place appropriate governance
structures for oversight ofsustainability and ESG initiatives.
Further details on ESG governance, risk management,
policies and disclosures are provided in the ESG Report
and the Business Responsibility and Sustainability Report
(BRSR), which form part of this Annual Report.

AWARDS, ACCOLADES, ESG RATINGS AND
EXTERNAL RECOGNITION

During FY 2025-26, the Company’s efforts in
sustainability, governance, safety, quality and
operational excellence were recognised by customers,
industry bodies and ESG assessment platforms. These
recognitions reflect the Company’s continued progress
towards becoming a more responsible, resilient and
high-performing organisation.

The Company has been recognized by Dun & Bradstreet
(D&B) as an ESG Registered Company and has been
featured among the Top 500 Value-Creating Companies
in India. It also received EcoVadis Bronze recognition and
achieved a ' B’ rating for Climate and Water disclosure
under CDP 2025.

Other recognitions included the Excellence in ESG
Gold Award 2025 by ACMA, Significant Achievement
in Corporate Sustainability - 2025 from CII and the
Sustainability Excellence Award 2025 from the Indian
Chamber of Commerce. The Company was also
recognised in the ‘Gold’ category by TVS for sustainability,
awarded ‘A’ category by Mahindra & Mahindra, and
received commendations for sustainability and
responsible business practices.

On governance, the Company was again conferred the
Golden Peacock Award for Excellence in Corporate
Governance - 2025 by the Institute of Directors,
reaffirming its recognition for best governance
practices. The Company was also awarded a Certificate
of Appreciation at the 25^th edition of the ICSI National
Awards for Excellence in Corporate Governance,
underscoring its sustained commitment to transparency,
accountability, and ethical standards.

The Company also received recognition from customers
and industry bodies across quality, manufacturing
excellence, exports, innovation, safety and supplier
performance. Awards and acknowledgements from
organisations including ACMA, CII, JIPM, Maruti Suzuki,
Bajaj Auto, Mahindra & Mahindra, Honda, Cummins,
ZF Global, Hero MotoCorp, Tata Motors, TAFE, Hyundai
Motor India, EEPC and QCFI reflect its strong execution
capabilities and trusted position in the automotive
components industry.

These recognitions reflect the Company’s continued
focus on operational performance, governance and
sustainability. The details of Awards & Appreciation are
also available on the website of the Company at https://
shrirampistons.com/awards-and-achievements/.

SHARE CAPITAL

During the year under review, there was no change in the
authorized, issued, subscribed or paid-up share capital of
the Company. Further, the Company has not issued any

equity shares with differential rights/sweat equity shares
under Companies (Share Capital and Debentures) Rules,
2014 during the year. However, the Company undertook
debt issuances in the form of Commercial Papers and
Non-Convertible Debentures as detailed below.

COMMERCIAL PAPERS

During the year, the Company had issued and allotted
Commercial Papers (CPs) aggregating to Rs. 10,000
Million on private placement basis to support inorganic
growth, which were subsequently listed on the National
Stock Exchange of India Limited (NSE). The CPs carried
a tenure of 62 days, with the date of maturity falling on
February 24, 2026.

The Company has duly fulfilled its payment obligation
and fully redeemed the CPs on the maturity date i.e.,
February 24, 2026. The redemption was completed
in accordance with the terms of issue and no liability
remains outstanding.

The details of commercial papers are also available on the
website of the Company at https://shrirampistons.com/
investor-information/commercial-paper/.

NON-CONVERTIBLE DEBENTURES

During the year, the Company issued and allotted 100,000
secured, rated, redeemable, non-cumulative, listed Non¬
Convertible Debentures (NCDs) having face value of Rs.
100,000/- each, aggregating up to Rs. 10,000 Million in two
series, on a private placement basis as per below details:

• 50,000 secured, rated, redeemable, non-cumulative,
listed non-convertible debentures of face value of Rs.
100,000/- each (‘Series I Debentures’), aggregating
to not more than Rs. 5,000 Million, with a coupon
rate of 7.30% and a redemption date of August 23,

2027 (Tenure: 18 months); and

• 50,000 secured, rated, redeemable, non-cumulative,
listed non-convertible debentures of face value of Rs.
100,000/- each (‘Series II Debentures’), aggregating
to not more than Rs. 5,000 Million, with a coupon
rate of 7.35% and a redemption date of February 23,

2028 (Tenure: 24 months).

These instruments were further listed on the National
Stock Exchange of India Limited (NSE).

The details of Non-Convertible Debentures are also
available on the website of the Company at https://
shrirampistons.com/investor-information/non-
convertible-debentures/.

DIVIDEND

In addition to the Interim Dividend declared in the Board
Meeting held on February 2, 2026 (Interim Dividend @
50% i.e., Rs. 5/- per equity share having face value Rs.10/-

each), which has already been paid in the month of
February 2026, the Board in its meeting held on May 11,
2026, has further recommended a Final Dividend of Rs.
5/- per equity share having face value of Rs.10/- each for FY
2025-26, subject to shareholder’s approval at the ensuing
Annual General Meeting (AGM).

RECORD DATE

The final dividend of Rs. 5/- per equity share, if approved
by the Members at the ensuing AGM will be paid to
those Members whose name appears in the register of
Members (including Beneficial Owners) of the Company
as at the end of Monday, July 20, 2026 (Record Date). The
equity dividend would absorb Rs. 440 Million against Rs.
440 Million last year and an amount of Rs. 4,752 Million be
transferred to General Reserve Account.

The Board has recommended the dividend based on the
parameters laid down in the Dividend Distribution Policy
and the dividend will be paid out of the profits of FY 2025¬
26.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members w.e.f. April 1, 2020
and the Company is required to deduct tax at source
(TDS) from dividend paid to the Members at prescribed
rates in accordance with the applicable provisions of the
Income-tax Act, as amended from time to time.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosures
Requirements) Regulations, 2015 (‘SEBI Listing

Regulations’) the Board of Directors of the Company had
formulated and adopted the Dividend Distribution Policy
(‘DD Policy’). The same is available on the Company’s
website at https://shrirampistons.com/wp-content/
uploads/2024/06/Dividend-Distribution-Policy.pdf

The Board, while making decisions for recommendations
of the dividend, takes guidance from the DD Policy and
maintains a consistent approach to dividend pay-out
plans.

CHANGE IN THE NATURE OF BUSINESS

During the year under review, there has been no change
in the nature of the Company’s business.

MATERIAL CHANGES AND COMMITMENT

There were no material changes and commitments
affecting the financial position of the Company, which
occurred between the end of FY 2025-26 and the date of
this Report.

CREDIT RATING

During the financial year under review, the Company’s
credit profile strengthened, reflecting prudent financial

management and governance practices. The India
Ratings and Research Private Limited (Ind-Ra) (a Fitch
Group Company), upgraded/affirmed ratings as IND AA /
Stable for the Company’s credit facilities including CPs
and NCDs. The details pertaining to the credit ratings
obtained by the Company during the financial year are
provided in the Corporate Governance Report, which
forms part of this Annual Report and the same have
been placed at the website of the Company at https://
shrirampistons.com/investor-information/regulatorv-
filings/credit-ratings-dt/.

HIGHLIGHTSOFPERFORMANCEOFSUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES

As on the date of this report, the Company has eight (8)
subsidiaries including four (4) step-down subsidiaries and
regularly monitors the performance of these companies.
The annual accounts of subsidiary companies are
available on the website of the Company viz. https://
shrirampistons.com/financial-information/annual-report-
of-subsidiary-company/ and shall also be kept open for
inspection at the registered office of the Company. The
Company shall also make available the annual accounts
of these companies to any member of the Company
who may be interested in obtaining the same. The
consolidated financial statements presented by the
Company include the financial results of its subsidiary
companies. In compliance with the provision of Section
129(3) of the Act, a separate statement containing the
salient features of financial statements of subsidiaries of
the Company in the prescribed Form AOC-1 is annexed to
consolidated financial statement.

The Company’s subsidiaries played a pivotal role in driving
the overall revenue growth and performance of the
Company. Company reported a consolidated total income
of Rs. 45,713 Million in the current year as compared to Rs.
36,612 Million in the previous year, registering an increase
of 24.86%. The consolidated net profit after tax (before
OCI) is Rs. 5,614 Million as compared to Rs. 5,156 Million in
the previous year, registering an increase of 8.88%.

SPR GROUP COMPANIES -
WHOLLY-OWNED SUBSIDIARIESi. SPR Engenious Limited (‘SEL’)

SEL was incorporated as a wholly-owned subsidiary
(WOS) of the Company to diversify its product
portfolio in the area related to the automotive
segment. SEL commenced manufacturing
operations in March 2024 at its manufacturing
facility situated at Pithampur, Indore, Madhya
Pradesh.

During the year under review, SEL has increased its
Authorised Share Capital from Rs. 6,050 Million to
Rs. 6,550 Million and issued 50 Million equity shares
of Rs. 10/- each amounting to Rs. 500 Million to SPR

Auto Technologies Limited (Holding Company), on
rights issue basis, from time to time. The issued,
paid-up and subscribed equity share capital of SEL
is Rs. 6,500 Million as of the date of this report. SEL
has reported total income of Rs. 424 Million and a
net loss (before other comprehensive income) of
Rs. 107 Million.

SEL is a ‘material’ subsidiary of the Company
under Regulation 16(1)(c) and 24(1) of SEBI Listing
Regulations.

ii. Karna Intertech Private Limited (‘Karna’)

The Company on April 1, 2025 acquired 100% stake
in Karna. Accordingly, Karna became a wholly-
owned subsidiary of the Company.

Karna, established in 1981, specializes in
manufacturing specialty molds and operates a
well-equipped tool room in Bahadurgarh, Haryana,
featuring advanced CNC machinery and CAD/CAM
technology.

During the year under review, Karna reported total
income of Rs. 57 Million and a net profit (before
other comprehensive income) of Rs. 7 Million. The
issued, paid-up and subscribed equity share capital
is Rs. 1.50 Million as on the date of this report.

iii. SPR Auto Interior Solutions Private Limited
(formerly Grupo Antolin India Private Limited)
(‘SPR Interior’)

SPR Interior was incorporated in 1996 and is engaged
in the manufacture and sale of automotive interior
systems. SPR Interior operates manufacturing
facilities across Pune, Chennai, Ranjangaon,
Bengaluru, Sanand, and Nashik and supplies
products such as headliners, sunvisors, grab handles,
and substrates to various Original Equipment
Manufacturers (OEMs) in India. As a dominant
supplier of headliners in the Indian market, SPR
Interior plays a critical role in strengthening the
SPRL’s expansion into non-powertrain automotive
components, thereby enhancing its industry
presence and creating long-term stakeholder value.

The Company on January 8, 2026, acquired 100%
stake in SPR Interior and accordingly SPR Interior
became a wholly-owned subsidiary of the Company.

During the year under review, SPR Interior has
reported total income of Rs. 8,144 Million and a
net profit (before other comprehensive income) of
Rs. 114 Million. The issued, paid-up and subscribed
equity share capital is Rs. 1,519.81 Million as on the
date of this report.

Further, SPR Interior has been classified as a
material subsidiary in accordance with Regulation
16(1)(c) and 24(1) of the SEBI Listing Regulations.

iv. SPR Auto Interior Lighting Solutions Private
Limited (formerly Antolin Lighting India Private
Limited) (‘SPR Lighting’)

SPR Lighting was incorporated in 2023 and is
engaged in the business of manufacturing and
sale of automotive interior lighting and electronic
solutions. SPR Lighting operates a manufacturing
facility located in Chakan, Maharashtra. Its product
portfolio includes dome lamps, ambient lighting
systems, touch panels, and capacitive pads,
which are supplied to various Original Equipment
Manufacturers (OEMs) in India.

The Company on January 8, 2026, acquired
100% stake in SPR Lighting and accordingly SPR
Lighting became a wholly-owned subsidiary of the
company.

During the year under review, SPR Lighting has
reported total income of Rs. 1,812 Million and a net
profit (before other comprehensive income) of
Rs. 34 Million. The issued, paid-up and subscribed
equity share capital is Rs. 90.00 Million as on the
date of this report.

SPR GROUP COMPANIES -STEP-DOWN SUBSIDIARIESv. SPR EMF Innovations Private Limited (‘SPR
EMFI’)

SPR EMFI has evolved into a top provider of
EV powertrain solutions, fueled by innovation,
localization, and strategic partnerships. SPR
EMFI has created an advanced R&D facility for in¬
house motor and controller design, development,
prototyping, and testing, which has substantially
reduced its reliance on outside technology.
Partnerships with global EV technology leaders like
Greatland Electric and Lingbo have accelerated
SPR EMFI’s product development and commercial
readiness. Furthermore, SPR EMFI has initiated
production of both hub motors and controllers in
India, in line with the ‘Make in India’ initiative and
has achieved ICAT certification.

SPR EMFI has enhanced its manufacturing
capabilities with specialised assembly lines and
is in the process of commissioning a state-of-
the-art motor test bench to maintain quality
and performance under real-world conditions.
Positioned strategically as a system supplier
offering integrated motor-controller packages,
SPR EMFI is amplifying its collaboration with
key OEMs. With a new manufacturing facility
commissioned in Coimbatore and a defined
technology roadmap, SPR EMFI is setting new
standards in India’s electric mobility landscape.
Notably, it is among the first companies to secure
ICAT certification for its PME drive—an affirmation

of its technological leadership and commitment to
regulatory excellence.

During the year, SEL increased its stake in SPR
EMFI by subscribing to the rights issue. As a result,
SEL’s shareholding rose from 66.42% to 72.58%.
Accordingly, SPR EMFI continues to remain a
subsidiary of SEL and a step-down subsidiary of the
Company.

During the year under review, SPR EMFI has
reported total income of Rs. 940 Million and a net
Profit (before other comprehensive income) of
Rs. 17 Million. The issued, paid-up and subscribed
equity share capital is Rs. 215 Million as on the date
of this report.

vi. SPR Takahata Precision India Private Limited
(‘SPR Takahata’)

SPR Takahata stands as a premier manufacturer
of high-precision injection-moulded components,
backed by strong technical collaboration with
Takahata Japan. With a core focus on sectors such
as automotive, office automation, optical devices,
residential facilities, and medical equipment, SPR
Takahata offers an extensive product portfolio
including hose systems, throttle units, ECU and
brake units, airbags, steering systems, door locks,
headlamp actuators, accelerator pedals, and EV
battery systems. Operating from its advanced
manufacturing facility in Neemrana, Rajasthan,
SPR Takahata ensures end-to-end in-house
capabilities encompassing mould development,
design, manufacturing, trial runs, maintenance,
and quality control. Trusted by leading automotive
OEMs, SPR Takahata upholds the highest standards
of quality and innovation.

The Company, through its wholly-owned
subsidiary SEL, has a stake of 62% in SPR Takahata.
Accordingly, SPR Takahata became a subsidiary of
SEL and a step-down subsidiary of the Company.

During the year under review, SPR Takahata has
reported total income of Rs. 3,355 Million and a net
profit (before other comprehensive income) of Rs.
290 Million. The issued, paid-up and subscribed
equity share capital is Rs. 1,835 Million as on the
date of this report.

vii. SPR TGPEL Precision Engineering Limited (‘SPR
TGPEL’)

SPR TGPEL is amongst the few precision
engineering companies providing a one-stop
solution for Mold design & development, production
of injection moulded components, sub-assemblies,
and complete product assemblies. With its vast
experience of more than 30 years in the field
of Mold making & precision plastic component

manufacturing, SPR TGPEL has established itself
as one of the leaders in the segment. SPR TGPEL
is serving industries like automotive, electrical,
consumer goods, and medical, both in India and
internationally.

SPR TGPEL operates out of two advanced
manufacturing facilities in Noida, Uttar Pradesh.
SPR TGPEL primarily supplies precision parts
to OEMs and Tier-1 automotive companies. As
a trusted name in precision engineering, SPR
TGPEL now stands at the forefront of SPRL’s
journey to redefine innovation and excellence in
the automotive and allied sectors.

During the year under review, SPR TGPEL has
reported total income of Rs. 1,515 Million and a net
profit (before other comprehensive income) of Rs.
281 Million. The issued, paid-up and subscribed
equity share capital is Rs. 395.81 Million as on date
of this report.

viii. SPR Auto Interior Solutions Chakan Private

Limited (formerly Grupo Antolin Chakan Private
Limited) (‘SPR Chakan’)

SPR Chakan was incorporated in 2008 and is
engaged in the manufacture and sale of automotive
interior solutions. SPR Chakan operates two
manufacturing facilities in Chakan, Maharashtra
and manufactures products including door panels,
centre floor consoles, pillar trims, front-end carriers,
overhead consoles, and other interior and exterior
plastic components, which are supplied to various
Original Equipment Manufacturers (OEMs) in India.

The Company on January 8, 2026, acquired ~99.99%
stake in SPR Chakan (through SPR Interior) and
accordingly SPR Chakan became a step-down
subsidiary of the Company.

During the year under review, SPR Chakan has
reported total income of Rs. 3,360 Million and a net
loss (before other comprehensive income) of Rs. 61
Million. The issued, paid-up and subscribed equity
share capital is Rs. 508 Million as on the date of this
report.

During the year under review, no company ceased
to be a subsidiary of the Company. The Company
does not have any joint ventures or associate
companies.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company
and its subsidiaries have been prepared in accordance
with the applicable provisions of the Act, SEBI Listing
Regulations, and applicable Indian Accounting Standards
along with all relevant documents and the Auditors’
Report forms part of this Annual Report.

Pursuant to Section 129(3) of the Act, a statement
containing the salient features of the financial statements
of the subsidiary companies is attached to the financial
statements in Form AOC-1 as Annexure -VIII.

The Audit Committee of the Company and Board of
Directors reviews the financial statements of subsidiary
companies. Further, pursuant to the provisions of Section
136 of the Act, the Company will make available the said
financial statement of the subsidiary companies upon a
request by any member of the Company or its subsidiary
companies. These financial statements of the Company
and the subsidiary companies will also be kept open
for inspection by members. The members can send an
e-mail to compliance.officer@shrirampistons.com upto
the date of the AGM and the same would also be available
on the Company’s website at https://shrirampistons.
com/financial-information/annual-report-of-subsidiary-
company/.

There has been no material change in the nature of the
business of the Company’s subsidiaries.

The Policy for determining material subsidiaries
is available on the Company’s Website at https://
shrirampistons.com/corporate-governance/corporate-
policies/.

NUMBER OF MEETINGS OF THE BOARD

During the financial year under review, six (6) meetings
of the Board of Directors were held, details of which
have been provided in the Corporate Governance Report
which forms part of this Annual Report as Annexure-I. The
intervening gap between two meetings did not exceed
120 days, as prescribed under the Act and SEBI Listing
Regulations. The Company has complied with Secretarial
Standards on the meeting of Board of Directors.

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific
areas and make informed decisions in line with the
delegated authority. The following Committees
constituted by the Board function according to their
respective roles and defined scope: -

• Audit Committee

• Nomination and Remuneration Committee

• Corporate Social Responsibility Committee

• Stakeholder’s Relationship Committee

• Risk Management Committee

Details of composition, terms of reference and number of
meetings held for respective committees are given in the
Report on Corporate Governance, which forms a part of
this Annual Report. Further, during the year under review,
all recommendations made by the various Committees
including Audit Committee have been accepted by the
Board.

WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy for Directors,
Employees, and Stakeholders to report any kind of
misuse of the Company’s properties, mismanagement, or
wrongful conduct prevailing/executed in the Company.
As per the policy, all Whistle Blowers are granted
access to the Chairman of the Audit Committee in
appropriate cases. A designated team conducts impartial
investigations into reported issues, upholding the highest
standards of ethics and confidentiality.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Committee (NRC)
of the Board has formulated a Nomination and
Remuneration Policy for the remuneration of Directors,
Key Managerial Personnel (KMP), Senior Management
Personnel (SMP), and other employees of the Company.

The Nomination and Remuneration Policy covers the
criteria for the appointment of Directors (including
Independent Directors), KMPs and SMPs. The Policy also
covers the criteria for remuneration.

There was no change in the Policy during the year.

The level and composition of remuneration shall be
reasonable and sufficient to attract, retain, and motivate
Directors, KMPs, SMPs, and employees at all levels. It shall
be determined taking into account the factors such as
Company’s performance and the remuneration structure
as generally applicable in the industry.

The Directors affirm that remuneration paid to all
Directors, KMPs, SMPs and all other employees is as per
the remuneration policy of the Company.

The salient features of the Nomination and Remuneration
Policy are as under:

i) The policy outlines a transparent process for
the appointment and removal of Directors,
Key Managerial Personnel (KMP), and Senior
Management Personnel (SMP), based on integrity,
expertise, experience, and performance, while
promoting Board diversity and compliance with
statutory requirements.

ii) The Nomination & Remuneration Committee (NRC)
is responsible for recommending appointments,
removals, and remuneration structures, ensuring
alignment with the Company’s strategic goals and
regulatory frameworks.

iii) Remuneration across all levels - Board, KMPs, SMPs,
and employees is designed to be fair, competitive,
and aligned with industry standards. It balances
fixed pay with performance-linked incentives to
attract, retain, and motivate talent.

iv) The policy strictly adheres to the Act and other
applicable laws, especially for the appointment and
remuneration of Independent and Executive Directors.

The Nomination and Remuneration Policy of the
Company is available on the Company’s website at https://
shrirampistons.com/corporate-governance/corporate-
policies/.

As of March 31,2026, the number of permanent employees
on the rolls of the Company is 3,827.

PERFORMANCE EVALUATION OF THE BOARD,

ITS COMMITTEES, AND INDIVIDUAL DIRECTORS

According to the provisions of the Act, the Board has carried
out an annual performance evaluation of its performance,
evaluation of the working of its Committees and the
Directors individually. The manner in which the evaluation
has been carried out has been explained in Report on
Corporate Governance, Annexure-I to this Report.

RELATED PARTY TRANSACTIONS

The Company’s contracts/arrangements/transactions
with related parties are in the ordinary course of business
and on an arm’s length basis. Accordingly, the provisions
of Section 188(1) of the Act are not applicable and no
contracts or arrangements are required to be disclosed in
Form AOC-2 in terms of Section 134(3)(h) of the Act read
with Rule 8(2) of the Companies (Accounts) Rules, 2014.

Pursuant to Regulation 23 of the SEBI Listing Regulations,
the Company has in place a Policy on dealing with
Related Party Transactions (‘RPT Policy’), including clear
threshold limits, which is reviewed by the Board at least
once every three years and updated accordingly. Related
party transactions are treated as ‘material’ based on the
thresholds specified in Schedule XII of the SEBI Listing
Regulations. During the year, the Company has not
entered into any contract/arrangement/transaction with
related parties that could be construed to be ‘material’ in
accordance with the RPT Policy approved by the Board.

Thus, there are no transactions required to be reported
in Form AOC-2. Details of all transactions with related
parties are given in Note No. 36 of Notes forming part of
Financial Statements.

The Company has complied with the Accounting
Standards, the Act and SEBI Listing Regulations, on
Related Party Transactions, as applicable.

CORPORATE GOVERNANCE REPORT

Pursuant to Regulation 34 of the SEBI Listing Regulations,
the Report on Corporate Governance along with the
certificate from a Practicing Company Secretary certifying
compliance with conditions of Corporate Governance, is
annexed to this Report as Annexure - I.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required
in terms of Regulation 34(2)(e) of the SEBI Listing
Regulations, forms an integral part of this Annual Report
and is annexed as Annexure -II.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNING & OUTGO

The information on conservation of energy, technology
absorption & foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act, read along
with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed as Annexure - III.

PARTICULARS OF EMPLOYEES AND
REMUNERATION

Disclosure pertaining to remuneration and other details
as required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 (‘Rules’) is annexed
as Annexure-IV.

As per second proviso to Section 136(1) of the Act and
second proviso of Rule 5 of the Rules, the Annual Report
is being sent to the members of the Company excluding
the statement of particulars of employees under Rule 5(2)
of the Rules. The said annexure is available for inspection
by the members at the Registered Office of the Company
during working hours of the Company, i.e., Monday to
Friday, from 11:00 a.m. to 5:00 p.m. (IST). Any member
interested in obtaining a copy of the said statement may
write to the Company Secretary of the Company or send
an email at compliance.officer@shrirampistons.com.

DETAILS OF CSR ACTIVITIES UNDERTAKEN BY
THE COMPANY

Against the requirement of Rs. 110.92 Million during the
year, the Company has spent Rs. 108.92 Million on various
CSR activities and an amount of Rs. 2.00 Million has
been transferred to Unspent CSR Account FY 2025-26, as
required under Section 135(6) of the Act, which would be
incurred in the following years, as per the provisions of the
Act. Details of initiatives taken by the Company during
the year towards CSR projects/activities and composition
of the CSR Committee are provided in the Report on CSR
Activities undertaken by the Company in FY 2025-26,
Annexure-V to this Report.

AUDITORS

Statutory Auditors and Auditors Report

The shareholders, at their meeting held on July 6, 2023
approved the appointment of, M/s Walker Chandiok &
Co. LLP, Chartered Accountants (Firm’s Registration No.
001076N/N500013) as Statutory Auditors of the Company
for a term of five consecutive years from the conclusion
of 59^th Annual General Meeting (AGM) till the conclusion
of 64^th AGM to be held in 2028.

The Auditors’ Report for FY 2025-26 is unmodified; i.e., it
does not contain any qualification, reservation, adverse
remark or disclaimer.

Secretarial Audit

The shareholders at their meeting held on August 1, 2025,
approved the appointment of M/s APAC & Associates LLP
(Registration No. AAF-7948), as Secretarial Auditor of the
Company for a term of five consecutive years from the
conclusion of 61^st Annual General Meeting (AGM) till the
conclusion of 66^th AGM to be held in 2030.

The Report of the Secretarial Audit for FY 2025-26 is annexed
as Annexure VI to this report. The Secretarial Auditors’
Report for FY 2025-26 is unmodified; i.e., it does not contain
any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit Report of Material Unlisted
Subsidiary

As per Regulation 24A(1) of SEBI Listing Regulations,
the Company is required to annex the secretarial
audit report of its material unlisted subsidiary to
its Annual Report. SEL and SPR Interior, have been
identified as Material Unlisted Subsidiaries of the
Company and accordingly, the Company is annexing
the Secretarial Audit Reports of SEL and SPR Interior as
Annexure VII.

Maintenance of Cost Records and Cost Audit

As per Section 148 of the Act, the Company is required
to have the audit of its cost records conducted by a Cost
Accountant.

The Company is maintaining the Cost Records as required
under Section 148(1) of the Act. The Cost Audit Report of
the Company for FY ended March 31, 2025, duly audited
by M/s Chandra Wadhwa & Co., Cost Accountants, New
Delhi, was submitted to the Ministry of Corporate Affairs,
Government of India, within the prescribed timelines
and the said report did not contain any qualification,
reservation, adverse remark or disclaimer.

On the recommendation of the Audit Committee,
M/s Chandra Wadhwa & Co., Cost Accountants,
New Delhi (Firm Registration No. 00239), has been
appointed as Cost Auditors for the FY 2026-27. The
remuneration payable to the Cost Auditors is subject
to ratification of their remuneration by the Members
at this AGM.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has a robust Internal Financial Controls
(IFC) system in line with the requirements of the Act. This
system enhances transparency and accountability in the
organisation’s process of designing and implementing
internal controls. The Company has a clearly defined
Governance, Risk & Compliance framework, Policies,
Standard Operating Processes (SOPs), and Financial &
Operating Delegation of Authority (DoA). Global ERP
platform facilitated mapping with role-based authority
to business & functional teams.

The IFC process helps the Company to operate in an
orderly and effective manner by ensuring adherence to
rules, asset protection, fraud prevention, error detection,
etc. Accurate and comprehensive accounting records are
timely prepared for trustworthy financial information.
This system safeguards the interests of all stakeholders
and optimises resource utilisation.

The Company had appointed Ernst & Young and RSM
Astute as its Internal Auditors for FY 2025-26, in addition
to its in-house team. The Internal Control System is
commensurate with the size, scale and complexity of
the Company’s operations. The Internal Auditors report
to the Chairman of the Audit Committee. Effectiveness
of the Internal Financial Controls has been reviewed by
Statutory Auditors.

The Internal Audit teams monitor and evaluate the
efficacy and adequacy of internal control systems of the
Company and its compliance with operating systems,
accounting procedures, and policies at all locations of the
Company. Based on their reports, the corrective actions
in respective areas are taken to strengthen the controls
and significant audit observations and corrective actions
thereon are presented to the Audit Committee.

ANNUAL RETURN

Pursuant to Section 134(3)(a) read with Section 92(3) of
the Act, the web address where the Annual Return for FY
2025-26 is placed is: https://shrirampistons.com/investor-
information/regulatory-filings/annual-return/.

REPORTS FORMING PART OF BOARD'S REPORT

The following reports which form an integral part of the
Board’s Report, are enclosed: -

1. Report on Corporate Governance (Annexure I)

2. Report on Management Discussion and Analysis
(Annexure II)

3. Report on Conservation of Energy, Technology
Absorption and Foreign Exchange Earning &
Outgo (Annexure III)

4. Particulars of Employees (Annexure IV)

5. Annual Report on Corporate Social Responsibility
(CSR) Activities (Annexure V)

6. Secretarial Audit Report (Form MR-3) (Annexure VI)

7. Secretarial Audit Report of Material Unlisted
Subsidiaries (Annexure VII)

8. Statement containing salient features of the
financial statement of Subsidiaries Companies
(Annexure VIII)

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (‘BRSR')

In accordance with Regulation 34 of the SEBI Listing
Regulations, the Business Responsibility and Sustainability

Report for the financial year ended March 31, 2026 forms
part of this Annual Report. The BRSR provides a structured
overview of the Company’s environmental, social and
governance performance in line with the nine principles of
the National Guidelines on Responsible Business Conduct
and SEBI requirements. The Company has deployed a
ESG tool, implemented with the support of KPMG, to
enable real-time tracking of ESG data and strengthen the
robustness and credibility of its disclosures.

During FY 2025-26, the Company continued to improve
the maturity of its sustainability reporting and responsible
business practices. The BRSR reflects how ESG
considerations are being integrated into business strategy,
manufacturing operations, product development,
stakeholder engagement and governance processes.

Key areas of progress include renewable energy,
GHG emission reduction, water conservation, circular
economy, occupational health and safety, human rights,
inclusive growth, ethical governance and supply chain
responsibility. The Company’s sustainability performance
is supported by recognised systems and certifications,
including ISO 14001 for environmental management
and ISO 45001 for occupational health and safety, along
with external assessments and disclosures such as CDP,
EcoVadis and SAQ.

The Company continues to work towards reducing
dependence on conventional energy, increasing the
share of renewable energy, improving manufacturing
efficiency, recycling water, strengthening waste
management systems and improving supplier
environmental compliance. Current disclosures indicate
that renewable energy accounts for 21% of total energy,
100% of used water is recycled, Scope 1 and Scope 2
emissions have reduced by 20%, and 95% of onboarded
critical suppliers are environmentally compliant.

As the sector evolves, the Company is also focused on
developing and supplying products that support lower-
carbon and future-ready technologies. Our product
development efforts include components for CNG, LNG/
PNG, ethanol-blended fuels, hydrogen-based internal
combustion engines, hydrogen-enriched CNG, hybrid
and electric mobility applications.

Through BRSR, the Company demonstrates that
sustainability is not only a compliance requirement,
but also a driver of resilience, competitiveness and
stakeholder value. The Company remains committed to
responsible growth and to contributing positively to the
environment, society and the wider mobility ecosystem.

COMPLIANCE MONITORING SYSTEM

The Company has established a comprehensive
Compliance Monitoring System to ensure adherence to
all applicable laws. The system is periodically reviewed
and updated to maintain its relevance and effectiveness.
Oversight is exercised through designated owners and
approvers, with all compliance activities documented in
a reporting framework.

DISCLOSURES ON THE COMPANY'S WEBSITE

The Company is committed to good corporate
governance practices and corporate social responsibility.
In line with these principles/commitments, the policies/
programs/reports are in place and are available on
the Company’s website under the tab ‘Investors’ at
https://shrirampistons.com/.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and
compliance systems established and maintained by the
Company, work performed by the internal, statutory, cost
and secretarial auditors and external agencies, including
audit of internal controls over financial reporting by
the statutory auditors and the reviews performed by
Management and the relevant Board Committees,
including the Audit Committee, the Board is of the
opinion that the Company’s internal financial controls
were adequate and effective during FY 2025-26.

Accordingly, pursuant to Section 134(5) of the Act, the
Board of Directors, to the best of their knowledge and
ability, confirm that: -

1. in the preparation of the annual accounts, the
applicable Accounting Standards issued by the
Institute of Chartered Accountants of India and
requirements of the Act have been followed and
there are no material departures from the same;

2. appropriate accounting policies have been
selected and applied consistently, and have 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 of March 31, 2026
and the profit of the Company for the said period;

3. proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act for
safeguarding the assets of the Company and
for preventing and detecting fraud and other
irregularities;

4. the annual accounts have been prepared on a
going concern basis;

5. internal financial controls are followed by the
Company, and such internal financial controls are
adequate and operating effectively;

6. proper and adequate systems have been devised to
ensure compliance with provisions of all applicable
laws and such systems are adequate and operating
effectively.

OTHER DISCLOSURES:

1. There were no instances of any fraud reported by
the Auditors under Section 143(12) of the Act.

2. No orders were passed by the Regulator(s), Court(s)
or Tribunal(s) that could impact the going concern
status and the Company’s operations in the future.

3. There are no disqualifications, reservations, adverse
remarks or disclaimers in the Statutory Auditors’
and Secretarial Auditors’ Report.

4. No Director of the Company is receiving
commission from the Subsidiaries of the Company.

5. Voting rights which are not directly exercised
by the employees in respect of shares for the
subscription/ purchase of which loan was given by
the Company (as there is no scheme pursuant to
which such persons can beneficially hold shares as
envisaged under section 67(3)(c) of the Act).

6. Particulars of Loans, Guarantees or
Investments

As per Section 186, the details of loans, guarantees
and investments made during FY 2025-26 are
given below: -

(Rs. in Million)

There were no loans or guarantees extended
during the year under review.

7. During the year under review, there being no
transactions/event/ occasion with respect to
following items and no disclosure or reporting is
required in respect of the same:

i) Issue of equity shares with differential rights
as to dividend, voting or otherwise;

ii) Issue of bonds or any other convertible
securities;

iii) Issue of warrants;

iv) Failure to implement any corporate action;

v) Buy-back of shares under Section 67(3) of the
Act;

vi) Details of revision of the financial statement or
the Report;

vii) Amounts received from the director or relative
of the director;

viii) Deviation or variation in connection with
certain terms of a public issue, rights issue,
preferential issue, etc;

ix) Company’s securities were not suspended for
trading during the year; and

x) Issue of Shares (including Sweat Equity
Shares) to employees of the Company under
any Scheme.

8. No application has been made or proceeding
is pending against the Company under the
Insolvency and Bankruptcy Code (IBC), 2016.

9. Disclosure w.r.t. difference between the amounts
of the valuation executed at the time of one-time
settlement and the valuation done while taking a
loan from the Banks or Financial Institutions along
with reasons thereof, is not applicable.

10. As per the provisions of the Act and in compliance
with Regulation 25(10) of the SEBI Listing
Regulations, the Company has taken a Directors
and Officers Liability Insurance (D and O Insurance)
on behalf of all Directors including Independent
Directors, Officers, Managers and Employees
of the Company for indemnifying any of them
against any liability in respect of any negligence,
default, misfeasance, breach of duty or breach of
trust for which they may be guilty concerning the
Company.

FIXED DEPOSITS

During the year, the Company has neither renewed
nor accepted any deposits from public and as such, nil
amount of principal or interest on deposits from public
was outstanding as at the end of the financial year.
Accordingly, disclosure of particulars of deposits not in
compliance with the requirements of Chapter V of the
Act, does not arise.

RISK MANAGEMENT FRAMEWORK

The Board of the Company has constituted a Risk
Management Committee to frame, implement, monitor,
review the Risk Management plan and to ensure its
effectiveness. As of March 31, 2026, the Members of the
Committee are Mr. Pradeep Dinodia (Chairman), Ms. Tina
Trikha, Ms. Meenakshi Dass, Mr. Luv Deepak Shriram and
Mr. Krishnakumar Srinivasan.

In view of the change in industry dynamics and evolving
complexity, the Company developed and implemented a
Risk Management Policy including the identification of
elements of risk, if any, which in the opinion of the Board
may threaten the existence of the Company.

Through the Enterprise Risk Management Program,
the Company addresses its short-term, medium-term
and long-term risks. The Risk Management Committee
reviews the risk(s) along with mitigation measures from
time to time.

INVESTOR EDUCATION AND PROTECTION FUND

The amount lying in unpaid dividend accounts for the
last seven years is Rs. 1.21 Million. The unclaimed final
dividend amount of FY 2018-19 is due to be transferred to
the Investor Education and Protection Fund on August 13,
2026. The amount transferred to the Investor Education
and Protection Fund during the year is Rs. 0.07 Million.

Disclosures with respect to shares lying in IEPF
Account:

Note: The voting rights on these shares shall remain
frozen till the rightful owner of such shares claims the
shares.

DISCLOSURES W.R.T. SHARES LYING IN SUSPENSE
ACCOUNT:

For shareholders whose shares were held in physical
form, their shares were transferred to a Suspense
Account in compliance of the SEBI Listing Regulations
Consequently, 3,853 equity shares are currently in the
Suspense Demat Account of the Company.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment
at the workplace and has adopted a policy on prevention,

prohibition and redressal of sexual harassment
at workplace in line with the provisions of Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (‘the POSH Act’) and
the Rules framed there under. An Internal Complaints
Committee (ICC) has been set up to redress complaints
received regarding sexual harassment. Awareness and
sensitisation programmes were conducted during
the year to strengthen employee understanding of
appropriate workplace conduct and the avenues
available for grievance redressal. All employees including
permanent, contractual, temporary trainees are covered
under this policy. The Company has complied with
provisions relating to the constitution of the Internal
Complaints Committee under the POSH Act.

The disclosure in relation to the POSH Act is provided
below:

a) Number of complaints of sexual harassment
received in the year: Nil

b) Number of complaints disposed of during the
financial year: Nil

c) Number of cases pending for more than ninety
days: Nil

d) Number of complaints pending as on end of the
financial year: Nil

DISCLOSURE UNDER THE MATERNITY BENEFIT
ACT, 1961

The Company declares that it has duly complied with
the provisions of the Maternity Benefit Act, 1961. All
eligible women employees have been extended the
statutory benefits prescribed under the Maternity
Benefit Act, 1961, including paid maternity leave,
continuity of salary and service during the leave
period, etc., as applicable. The Company remains
committed to fostering an inclusive and supportive
work environment that upholds the rights and welfare
of its women employees in accordance with applicable
laws.

The Company remains committed to maintaining a
safe, inclusive, and supportive work environment and
continues to evaluate the infrastructure necessary
to comply with applicable statutory requirements
proactively.

SECRETARIAL STANDARDS

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

Further, the Company has devised proper systems to
ensure compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India, and that such systems are adequate
and operating effectively.

CHANGES IN DIRECTORS/ KMPS DURING THE
YEAR AND APPOINTMENT/ RE-APPOINTMENT OF
DIRECTORS IN THE ENSUING AGM

The changes are as under:

i. Mr. Shinichi Unno (DIN: 09189521), Non - Executive
Independent Director of the Company, resigned
with effect from close of business hours of May 7,
2025.

ii. Mr. Akihiro Ozaki (DIN: 11152072), was appointed
as Non - Executive Independent Director of the
Company with effect from June 12, 2025.

iii. Ms. Meenakshi Dass (DIN:00524865), who retired
by rotation, was re-appointed as Non-Executive
Director in the AGM held on August 1, 2025.

iv. Mr. Klaus Semke (DIN: 10133032), who retired by
rotation, was re-appointed as Non-Executive
Director in the AGM held on August 1, 2025.

DIRECTORS LIABLE TO RETIRE BY ROTATION

Pursuant to the provisions of Section 152 of the Act, and Rules
framed thereunder (including any amendment thereof),
Mr. Pradeep Dinodia (DIN: 00027995), Non-Executive Non¬
Independent Director, and Mr. Yasunori Maekawa (DIN:
06952173), Director, of the Company shall retire by rotation
at the ensuing AGM and being eligible, offer themselves
for re-appointment. The Board recommends their re¬
appointment for members’ approval.

A brief resume and other details of Directors seeking
appointment/re-appointment are given in the Notice of
the 62^nd Annual General Meeting of the Company.

The Board appreciated the services rendered and
significant contribution to the Company of the Directors,
who have ceased to be Directors during the year.

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company ensures that its directors are well-informed
and equipped to effectively contribute to strategic
decision-making by providing regular orientation and
comprehensive business overviews. This is facilitated
through detailed presentations by various business and
functional heads during Board and Committee meetings,
as well as interactive programs designed to enhance
their understanding of the Company’s operations.
These sessions cover key aspects such as organizational
culture, core values, business model, domestic and global
market dynamics, and the roles and responsibilities of
Independent Directors.

In addition to these engagements, they are regularly
updated on the Company’s new projects, research and
development initiatives, regulatory changes, and strategic
direction, ensuring they remain well-versed with industry
developments and Company-specific advancements. To

further support their familiarization, the Independent
Directors are provided with relevant documents, reports,
and internal policies that offer deeper insights into
the Company’s governance framework, operational
procedures, and best practices.

The details of the familiarization programme(s) are
comprehensively documented in the Corporate
Governance Report, which forms an integral part of this
Annual Report and is also available on the Company’s
website at https://shrirampistons.com/corporate-
governance/independent-directors/familiarization-
programmes-for-independent-directors/

DECLARATIONS FROM INDEPENDENT DIRECTORS

In terms of Section 149 of the Act and the SEBI Listing
Regulations, Mr. Hari Shanker Bhartia, Ms. Ferida Avnish
Chopra, Ms. Tina Trikha and Mr. Akihiro Ozaki are the
Independent Directors of the Company as on the date of
this Report.

All the Independent Directors of the Company have
given declarations under Section 149(7) of the Act, that
they meet the criteria of independence as laid down
under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI Listing Regulations. In terms of Regulation
25(8) of the SEBI Listing Regulations, the 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. The Independent Directors of the Company
have undertaken requisite steps towards the inclusion of
their names in the data bank of Independent Directors
maintained with the Indian Institute of Corporate Affairs
(IICA), in terms of Section 150 read with Rule 6 of the
Companies (Appointment and Qualification of Directors)
Rules, 2014.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfil the
conditions specified in the Act and the Rules made
thereunder and are independent of the Management.
The Independent Directors are either exempt from
undertaking the online proficiency test conducted by
the Indian Institute of Corporate Affairs (IICA) or have
successfully completed the same, except for Mr. Akihiro
Ozaki, who is within the prescribed timeline to undertake
the said test.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, there were no
changes in the Key Managerial Personnel of the Company.

Furthermore, pursuant to the provisions of Section 203
of the Act, the Key Managerial Personnel (KMP) of the
Company as on March 31, 2026 are Mr. Krishnakumar
Srinivasan, Managing Director & CEO, Mr. Luv Deepak
Shriram, Whole-time Director, Mr. Prem Prakash Rathi,

Chief Financial Officer (CFO) and Mr. Pankaj Gupta,
Company Secretary (CS) of the Company.

ACKNOWLEDGEMENT

The Board of Directors extends its sincere appreciation
to all employees for their unwavering dedication and
invaluable contributions to the Company’s success.
Their commitment, hard work, and resilience have been
instrumental in driving the Company’s performance and
achieving key milestones.

The Board also expresses its gratitude to the esteemed
collaborators, shareholders, debenture holders, employee

unions, customers, dealers, suppliers, bankers, and
government authorities for their continued trust and
partnership. Their steadfast support and confidence in
the Company’s management have played a crucial role
in the sustained growth and strategic advancements.

For and on behalf of the Board of Directors

(Pradeep Dinodia)

New Delhi Chairman

May 11, 2026 DIN: 00027995