COMPANY MEETINGS

The Board of Directors are pleased to present their report for the financial year ended March 31, 2026.

1. Summary of financial results

The Company's financial performance for the year ended March 31, 2026, is summarized below:

(H in crores)

Your Company's standalone revenue from operations for the year grew to T 13,548.86 crores from T 12,404.89 crores last year
registering a growth of 9.22%. The profit for the year was T 970.43 crores as against T 963.90 crores in the previous year. The
Earnings Per Share (EPS) for the year stood at T 53.02 per share, compared to T 52.66 per share for the previous year.

The Directors propose to transfer an amount of T 97.04 crores to the general reserve. The total retained earnings as on March
31, 2026, is T 6,512.82 crores.

2. Performance review of the Company

A separate section providing a detailed analysis on performance of various divisions of the Company, forms an integral part
of this report.

3. Financial position

As of March 31, 2026, the net worth improved to T 8,160.75 crores with the net addition of T 782.48 crores to the equity during
the year. The surplus cash at the year-end stood at T 112.96 crores. CRISIL re-affirmed the ratings on the Company's long-term
bank facilities at 'CRISIL AA /Stable' and on the short-term bank facilities at 'CRISIL A1 '.

A separate section providing a detailed analysis on performance review of the various divisions of the Company, forms an
integral part of this report.

4. Dividend

The Board recommended/ declared dividend as under:

¹ Final Dividend for FY26 has been recommended by the Board of Directors at their meeting held on May 25, 2026, subject to the approval of the members
at the ensuing 41^st AGM. The Record date for the purpose of final dividend is Monday, July 27, 2026.

In terms of the provisions of the Income Tax Act, 2025,
dividend will be taxable in the hands of the Shareholders.
The interim dividend and recommended final dividend
are in line with the Company's Dividend Distribution
Policy. Please refer point 31 of this report, for weblink of
the said Policy.

5. Subsidiaries and Consolidated Financial
Statements

a. Subsidiary Companies: During the year under
review, the Company has four wholly owned
subsidiaries. Details of the wholly owned subsidiaries
are given as under:

i. Amara Raja Batteries Middle East (FZE)
('ARBME'), Sharjah, UAE, a wholly owned
subsidiary of the Company, reported a net
revenue of T 15.84 crores with a Profit After Tax
of T 1.19 crores for FY26.

ii. Amara Raja Circular Solutions Private
Limited (ARCS), Andhra Pradesh, India a

wholly owned subsidiary of the Company, is
establishing a state-of-the-art battery recycling
facility at Cheyyar, Tamil Nadu, as a key
component of the Company's circular economy
and sustainable supply chain strategy. The
facility is expected to play a significant role
in meeting the Company's lead and alloy
requirements through environmentally
responsible recycling operations.

During the year, ARCS successfully commenced
Battery Breaker operations and is currently in
the ramp-up phase. Refining operations, which
commenced during the second half of 2024,
continue to scale up, while the integration of
scrap battery processing through to lead ingot
production is progressing as planned.

The Company is also undertaking Phase
II refinery expansion at the facility, with
commissioning targeted by 2027. In addition,
commissioning of the Crystallizer and De-
sulphurisation plant is expected shortly.
The de-sulphurisation technology, a first-
of-its-kind application in India for battery
recycling, is expected to improve lead recovery
yields, reduce waste generation, and enable
the production of Sodium Sulphate as a
valuable by-product.

The plant has been designed in accordance with
global standards and incorporates advanced
automation across the recycling value chain,
from battery feeding and breaking to robotic

iv. Amara Raja Power Systems Limited
('ARPS'), Andhra Pradesh, India, a wholly-
owned subsidiary of the Company, continued
to strengthen its presence across industrial
chargers, integrated power systems, EV charging
solutions, Battery Energy Storage Systems (BESS)
and Home Energy applications during FY26.
The business recorded improved commercial
traction in DC fast charging solutions, expanding
its customer base across Charge Point Operators
(CPOs), infrastructure developers and OEMs,
supported by increased order inflows and
localisation initiatives aligned with Phased
Manufacturing Programme (PMP) guidelines.

During the year, ARPS also advanced its Home
Energy portfolio through development of
lithium-based Home UPS (HUPS) systems and
hybrid inverter platforms for residential and
small commercial applications. Prototype models
and pilot deployments were undertaken to
support field validation and phased commercial
readiness. ARPS reported net revenue of ^149.32
crores with a loss of ? 20.69 crores for FY26.

b. Consolidated Financial Statements

In accordance with the provisions of the Act,

Regulation 33 of the Listing Regulations and

applicable Accounting Standards, the audited
consolidated financial statements of the Company
for the FY26, together with the auditor's report
thereon, form part of this Annual Report.

Apart from the wholly owned subsidiaries mentioned
above, the Company has no other subsidiaries,
associates, or joint ventures. A statement showing
the salient features of the financial statements of
the wholly owned subsidiaries, in the prescribed
Form AOC-1 is provided as Annexure I and forms an
integral part of this report.

In accordance with Section 136 of the Act, the financial
statements of the subsidiary companies will be made
available to the Company's members on request and
kept for inspection during business hours at the
Company's registered office. The financial statements
and all other documents required to be attached to
this report and separate audited financial statements
of the wholly owned subsidiaries are available on the
Company's website; please refer to point 31 of this
report for weblink of the same.

During the year under review, the Company has
not done any revision to the financial statements.
There were no changes to the Company's financial
statements during the three preceding years.

6. Directors and Key Managerial Personnel

During the year under review, the following were the changes to the Board of Directors of the Company:

During the year, Members of the Company approved re¬
appointment of Mr. Annush Ramasamy (DIN: 01810872)
as an Independent Director for a second term of 5 years
from June 12, 2026, till June 11, 2031 through postal ballot.

In accordance with provisions of Section 152 of the Act
and pursuant to Articles of Association of the Company,
being longest in the office, Mr. Harshavardhana Gourineni
(DIN: 07311410), is liable to retire by rotation at the
ensuing 41^st AGM and, being eligible, offers himself for
re-appointment. The brief details of Mr. Harshavardhana,
in accordance with the Act, Listing Regulations and
Secretarial Standards, are included in the Notice of the
ensuing 41^st AGM forming part of this Annual Report.

Further, the Members at their 36^th AGM held on August
14, 2021, had appointed Mr. Harshavardhana Gourineni
and Mr. Vikramadithya Gourineni as Executive directors of
the Company for a term of 5 years i.e., from June 12, 2021,
to June 11, 2026. Accordingly, their tenure comes to an
end on June 11, 2026. In view of the same and recognizing
both the Executive Directors' strategic contributions to
the Company's performance, the NRC and Board have
recommended to the shareholders the re-appointment
of Mr. Harshavardhana Gourineni and Mr. Vikramadithya
Gourineni for another term of 5 years i.e., from June 12,
2026 to June 11, 2031 as the Executive Directors of the

Company. Both these appointments are subject to the
approval of members at the ensuing 41^st AGM.

The necessary resolutions seeking your approval, along
with the detailed profiles and other details pertaining
to the re-appointment of Mr. Harshavardhana Gourineni
and Mr. Vikramadithya Gourineni, in accordance with the
Act, Listing Regulations and the Secretarial Standards are
included in the notice of the ensuing 41^st AGM forming
part of this Annual Report.

During the year, Ms. Radhika Shapoorjee, Independent
Director of the Company, was appointed on the Board of
ARACT as an Independent Director.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of
the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the following have been designated as Key Managerial
Personnel of the Company as on March 31, 2026:

• Mr. Jayadev Galla - Chairman, Managing Director
& CEO

• Mr. Delli Babu Y - Chief Financial Officer

• Mr. Vikas Sabharwal - Company Secretary

There was no change, other than those mentioned
above, in the Directors and Key Managerial Personnel of
the Company. The Company complies with the required
provisions of the Act and Listing Regulations in this regard.

7. Familiarisation Programme for Directors

The Company arranges for a detailed induction program
for its newly appointed Director, inter alia, covering a
brief on their roles, functions, duties, responsibilities and
the details of compliance requirements expected from
the Director under the Act and the Listing Regulations.
Relevant extracts of the regulations are provided and
explained to the new Director.

Pursuant to Regulation 25(7) & Schedule V of Listing
Regulations, details of the familiarization programme
for Directors are included in the Corporate Governance
Report and on the website of the Company. Please refer
to point 31 of this report for the weblink of the same.

8. Board and its Committees

a) Independent Directors and their declaration of
independence:

The Board of Directors of the Company comprises an
optimum number of Independent Directors. Based
on the confirmation/ disclosures received from
the Directors, on an evaluation of the relationships

disclosed, in terms of Regulation 16(1 )(b) of the
Listing Regulations and Section 149(6) of the Act, the
following Non-Executive Directors are considered as
Independent of the Company, as on March 31, 2026:

1. Mr. Annush Ramasamy (DIN: 01810872);

2. Dr. Amar Patnaik (DIN: 08602154); and

3. Ms. Radhika Shapoorjee (DIN: 03559547).

Each Independent Director has confirmed to the
Company that he or she meets the criteria of
independence as provided in Section 149(6) of the
Act and Regulation 16(1)(b) of the Listing Regulations.
They have confirmed that there has been no change
in the circumstances which may affect their status
as an Independent Director during the year under
review, which has been considered and taken on
record by the Board, after due assessment of their
veracity. All the Independent Directors are registered
in the database maintained by the Indian Institute
of Corporate Affairs (IICA) and a declaration in this
regard was received from each of them.

In the opinion of the Board, all the Independent
Directors are persons of integrity and possess the
relevant proficiency, expertise and experience as
required under the Act, the Rules made thereunder
and Listing Regulations.

Further during the year, Ms. Bhairavi Tushar Jani
completed her second term as an Independent
Director on August 13, 2025 and ceased to be a
Director on the Board. The Board expressed its
sincere appreciation for her invaluable contributions,
steadfast dedication, and insightful leadership
during her tenure, which played a significant role
in the Company's growth and transformation.
The Board placed on record its deep gratitude
for Ms. Bhairavi's outstanding commitment and
meaningful contributions.

b) Number of Meetings of the Board

During the year, five Board meetings were convened
and held in accordance with the provisions of the
Act. The Board Meeting dates and attendance
of the directors at such meetings are given in the
Corporate Governance Report, which forms part
of this annual report. The maximum time gap
between any two consecutive meetings was within
the period prescribed under the Act and Listing
Regulations. Further, in accordance with the Act and
Listing Regulations, four separate meetings of the
Independent Directors were held during FY26.

In addition, an annual meet of Board of Directors
along with Management teams, was held to discuss

Stratlign FY31 of Company and its Wholly Owned
Subsidiaries (ARACT, ARCS, ARPS and ARBME). The
key deliberations included detailed action plans
for each of the identified enterprise capabilities,
evaluation of future growth prospects, potential
growth opportunities, segment-wise objectives and
target plans for each business. The discussions also
focused on long-term strategic priorities aimed
at strengthening the Company's overall business
performance and competitive positioning.

c) Committees of the Board

In accordance with the applicable provisions
of the Act, the rules made thereunder, and the
Listing Regulations, the Board has constituted the
following committees:

i. Audit Committee

ii. Nomination and Remuneration Committee

iii. Corporate Social Responsibility Committee

iv. Stakeholders' Relationship Committee

v. Risk Management Committee and

vi. Loan & Investment Committee.

The details of the Committees' composition,
brief terms of reference, meetings and members'
attendance at such meetings form an integral
part of the Corporate Governance Report. During
the year under review, the Board has accepted
all the recommendations/ submissions by all
the Committee(s).

d) Nomination and Remuneration Policy & Policy
on Succession Planning for the Board and
Senior Management

The Board, on the recommendation of the
Nomination and Remuneration Committee, has
framed a policy for the selection, appointment,
remuneration and succession of Directors and
Senior Management Personnel. Further, based
on recommendation of the NRC, the Board has
formally adopted a Policy on Succession Planning
for the Board and Senior Management to further
strengthen the Company's governance framework
and institutionalize leadership continuity. Please
refer to point 31 for weblink to the said policies.

e) Evaluation of the Board's performance

As per the provisions of the Act and Regulation 17(10)
of the Listing Regulations, the performance of the
Board, its Chairman, its committees, and members
was evaluated. The details of this evaluation form an
integral part of the Corporate Governance Report.

9. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act,
including any statutory modifications or re-enactments
thereof for the time being in force, the Board of Directors
of the Company confirm, to the best of their knowledge
and belief, that in the preparation of annual financial
statements for FY26:

i applicable accounting standards and Schedule III of
the Act have been followed;

ii appropriate accounting policies have been selected
and applied consistently and such judgements and
estimates that are reasonable and prudent have
been made so as to give a true and fair view of the
state of affairs of the Company as of March 31,2026,
and of the profit of the Company for FY26;

iii. 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. To ensure this, the Company has
established internal control systems, consistent
with its size and nature of operations, subject to
the inherent limitations that should be recognized
in weighing the assurance provided by any such
system of internal controls. These systems are
reviewed and updated on an ongoing basis. Periodic
internal audits are conducted to provide reasonable
assurance of compliance with these systems. The
Audit Committee meets at regular intervals to review
the internal audit function;

iv. financial statements have been prepared on a
going concern basis;

v. proper internal financial controls are in place and
that such internal financial controls were adequate
and were operating effectively;

vi. proper systems to ensure compliance with the
provisions of all applicable laws are in place and
were adequate and operating effectively.

10. Corporate Governance and Additional
Shareholders' information

The Company is committed to good corporate
governance and best corporate practices. The report on
Corporate Governance for FY26, pursuant to Regulation
34 of the Listing Regulations along with the Additional
Shareholder's Information is provided as Annexure III which
forms an integral part of this Annual Report.

The certificate confirming the compliance of conditions
of corporate governance issued by M/s. R. Sridharan &
Associates, Company Secretaries, forms an integral part of
the Corporate Governance Report.

11. Business Responsibility & Sustainability
Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations,
the Business Responsibility & Sustainability Report ('BRSR')
on the initiatives undertaken by the Company from an
environmental, social and governance perspective are
disclosed in the prescribed format. BRSR is provided as
Annexure IV, which forms an integral part of this report.

12. Management discussion and analysis

This Integrated Annual Report sets out the Management's
Discussion & Analysis as required under the provisions of
Listing Regulations.

13. Auditors

a. Statutory Auditors and their Report

At the 40^th AGM held on August 14, 2025, the
members appointed M/s. Price Waterhouse Chartered
Accountants LLP (Firm Registration No. 012754N/
N500016) and M/s. K.S. Rao & Co., Chartered
Accountants (Firm Registration No. 003109S), as
Joint Statutory Auditors of the Company for a term
of five (5) consecutive years, from the conclusion of
the 40^th AGM until the conclusion of the 45^th AGM
of the Company.

M/s. Price Waterhouse Chartered Accountants
LLP is a firm of Chartered Accountants registered
with the Institute of Chartered Accountants of
India (ICAI) and is engaged in providing audit and
assurance services. The Firm is a member of the Price
Waterhouse & Affiliates network. The Firm holds a
valid peer review certificate and audits several listed
companies in India.

M/s. K.S. Rao & Co., established in 1976, is a firm
of Chartered Accountants registered with ICAI.
Headquartered in Hyderabad, with branches in
Bengaluru, Chennai, and Vijayawada, the firm provides
services in Assurance, Tax, Risk, and Advisory. It has
significant experience in serving listed companies,
NBFCs and other corporates across diverse sectors
and holds a valid peer review certificate.

The Joint Statutory Auditors have confirmed their
independence to the Board. The Audit Reports
(Standalone and Consolidated) issued by the Joint
Statutory Auditors for FY26 are unmodified and do
not contain any qualifications, reservations, adverse

remarks, or disclaimers. Further, no matter has been
reported under Section 143(12) of the Companies
Act, 2013, and accordingly, no disclosure is required
under Section 134(3)(ca) of the Act.

The Company has complied with the Standard
Operating Procedures framed in line with the National
Financial Reporting Authority (NFRA) Circular dated
January 7, 2026, on 'Effective Communication
Between Statutory Auditors and Those Charged with
Governance (TCWG), including Audit Committees'.

b. Cost Auditors and their Report

Pursuant to Section 148 of the Act read with the
Rules framed thereunder, the Company has been
maintaining cost records, in respect of its specified
products in terms of the Companies (Cost Records
and Audit) Rules 2014 (as amended from time to
time) and has been getting such cost records audited
by a qualified cost accountant on a yearly basis.

Accordingly, the Board of Directors, on the
recommendation of the Audit Committee, re¬
appointed M/s. Sagar & Associates, as Cost Auditors
(Firm Registration No: 000118) to audit the Company's
cost records for FY27, at a remuneration of T 4.75
lakhs plus applicable taxes and reimbursement of
out-of-pocket expenses. M/s. Sagar & Associates,
Cost Accountants, have confirmed that they are
free from any disqualification as per the Act and are
independent from the Management.

In terms of Section 148(3) of the Act and Rule 14
of the Companies (Audit and Auditors) Rules, 2014,
the requisite resolution seeking ratification by the
shareholders of the Company of the remuneration
payable to the cost auditor has been set out in the
Notice to the ensuing 41^st AGM, which forms an
integral part of this Annual Report.

There were no adverse observations or remarks in
the Cost Audit Report for FY25 issued by the Cost
Auditors and was duly filed within the due date.
During the year under review, the Cost Auditors
have not reported any matter under Section 143(12)
of the Act. Therefore, no details are required to be
disclosed under Section 134 (3) (ca) of the Act.

The Cost Audit Report for FY26, will be placed before
the Board and filed within the prescribed time period.

c. Secretarial Auditors and their report

Pursuant to Section 204 of the Companies Act, 2013,
read with Rules thereunder, Listing Regulations
read with Listing Regulations (Third Amendment)
2024, based on the recommendation of the Audit
Committee and the Board, members at the 40^th AGM,

held on August 14, 2025, appointed M/s. Sridharan
& Sridharan Associates, Practising Company
Secretaries (Firm Registration No: P2022TN093500)
as Secretarial Auditors of the Company for a term of

5 consecutive years commencing from FY26 till FY30
to undertake secretarial audit of the Company.

The Secretarial Audit Report issued by
M/s. Sridharan & Sridharan Associates, for the FY26,
in Form MR-3, provided as Annexure II-A, forms
part of this report. This report does not contain
any qualifications, reservations or adverse remarks.
The Annual Secretarial Compliance Report was
issued by M/s. Sridharan & Sridharan Associates,
Practising Company Secretaries for the FY26, in the
format prescribed by SEBI and is available on the
Company's website.

Further, in terms of Regulation 24A(1) of the Listing
Regulations, the Secretarial Audit Report of ARACT,
material WOS, issued by M/s. Srinidhi Sridharan

6 Associates (FRN: S2017TN472300), Company
Secretaries for FY26, in Form MR-3, is provided as
Annexure II-B, forms part of this report. This report
does not contain any qualifications, reservations or
adverse remarks.

During the year under review, the Secretarial Auditors
have not reported any matter under Section 143(12)
of the Act. Therefore, no details are required to be
disclosed under Section 134 (3) (ca) of the Act.

d. internal Auditors

The Company has established robust internal control
systems commensurate with the nature and size
of its operations. The adequacy and effectiveness
of these systems are regularly monitored through
internal audits conducted by the Internal Auditors in
accordance with the scope and plan approved by the
Audit Committee. The Internal Auditors report to and
submit their observations, along with management
responses, on a quarterly basis at the Audit
Committee meetings. The Company implements
the recommendations of the Internal Auditors, as
appropriate, to strengthen its operational procedures
and control framework.

M/s. E Phalguna Kumar & Co., Chartered Accountants
(Firm Registration No: 002644S), have conducted the
internal audit of the Company as per a duly approved
annual internal audit plan. The Internal Auditors
presented their findings directly to the Audit
Committee at the Committee's quarterly meetings.
During the year under review, the Internal Auditors
have not reported any matter under Section 143(12)
of the Act. Therefore, no details are required to be
disclosed under Section 134 (3) (ca) of the Act.

In line with the Company's commitment towards
strengthening governance practices, periodic auditor
rotation and considering the increasing scale and
complexity of operations, the Board at its meeting
held on May 25, 2026 based on recommendation of
the Audit Committee, approved the appointment of
M/s. Ernst & Young LLP, Chartered Accountants (Firm
Registration No: AAB-4343), as the Independent
Internal Auditors to conduct the internal audit in
accordance with the annual internal audit plan
approved by the Audit Committee for FY27.

Further, the Company formally adopted an Internal
Audit Charter that re-establishes a strong and robust
internal audit framework, thereby enhancing the
effectiveness of risk management, internal controls,
and governance processes. Please refer point 31 of
this report for weblink of the same.

14. Annual Return

The Annual Return pursuant to Section 92(3) read with
Section 134(3)(a) of the Act is available on Company's
website, please refer point 31 of this report for
weblink of the same.

15. Corporate Social Responsibility (CSR)

Corporate Social Responsibility has been an integral part of
the Company's culture. Through Rajanna Foundation and
Amara Raja Educational Society, the Company conducts
its philanthropic activities in the fields of Education,
Health, Environment, and Rural Development. During the
year, the Company has undertaken various CSR projects in
education and rural development.

A brief outline of the CSR Policy of the Company, the
CSR initiatives/activities undertaken by the Company
during the year and the details of the composition of
the CSR Committee are given in the Annual CSR Report
provided as Annexure V, which forms part of this Annual
Report. Please refer to point 31 of this report for the
weblink of CSR Policy.

During the year, pursuant to Rule 8(3) of the Companies
(Corporate Social Responsibility Policy) Rules, 2014, the
Company had undertaken an Impact Assessment through
an external CSR consultancy firm for eligible CSR projects
spanning education, healthcare, skill development,
sanitation, and infrastructure initiatives. please refer point
31 of this report for weblink of the same.

16. Transactions with the Related Parties

All related party transactions entered into during the
financial year were on an arm's length basis, were in the

ordinary course of business and not material in nature.
During FY26, there were no transactions with the related
parties, which might deemed to have had any potential
conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act
read with the Companies (Meetings of the Board and its
Powers) Rules, 2014 and Listing Regulations, the Audit
Committee reviews the proposed transactions along with
the estimates, need and necessity for the transaction and
thereafter approves an estimated value of transactions
for the financial year which can be undertaken with each
of the related parties. The transactions with the related
parties are routine and repetitive in nature.

The summary statement of all transactions entered into
with the related parties pursuant to the approval so granted
is reviewed and noted by the Audit Committee at their
meetings, on a quarterly basis. The summary statements are
supported by a transfer pricing report issued by an external
independent auditor certifying that the transactions are
at an arm's length basis and in the ordinary course of
business. In case any transaction exceeds the approved
limit, the Audit Committee ratifies the excess transaction
and approves the revised limits for the financial year, based
on adequate justification given by the Management. During
the year, all the ratifications by the Audit Committee were
within the limits as prescribed under the Act and the Listing
Regulations. The details of the Related Party Transactions
pursuant to Section 134(3)(h) of the Act, read with Rule 8(2)
of the Companies (Accounts) Rules, 2014, are set out in
Form AOC-2, as provided in Annexure VI, which forms an
integral part of this Annual Report.

Other than the receipt of sitting fees/commission, none of
the Independent Directors have any pecuniary relationship
or transaction with the Company.

17. internal Financial Controls related to financial
statements

The Company has established an adequate system of
internal controls commensurate with its size and the
nature of its operations. The Company's internal control
system covers the following aspects:

a. Financial propriety of business transactions.

b. Safeguarding the assets of the Company.

c. Compliance with prevalent statutes, regulations,
management authorisation, policies and procedures.

d. Ensure optimum use of available resources.

These systems are reviewed and improved regularly. The
Company has a budgetary control system that monitors
revenue and expenditures against the approved budget
on an ongoing basis.

The Audit Committee of the Board periodically reviews
audit plans, observations and recommendations of the

internal and external auditors, with reference to the
significant risk areas and adequacy of internal controls and
keeps the Board of Directors informed of its observations,
if any, from time to time.

18. Risk Management

The Board has constituted a Risk Management Committee,
pursuant to the Regulation 21 of Listing Regulations, to
periodically review the risks associated with the Company's
business, ensure that appropriate methodology,
processes and systems are in place for review of such
risks, formulate the risk management policy and oversee
its implementation. The Corporate Governance Report,
forming part of this Annual Report, details the Committee's
composition, meetings, attendance of its members at such
meetings, the Committee's terms of reference, etc.

The Company has an elaborate Risk Management
framework in place, which helps identify and mitigate
risks. Such framework lays down the procedure for
risk identification, assessment and mitigation through
the internal Risk Management Steering Committee
which reports to the Risk Management Committee on a
periodic basis.

The major risks, including financial, operational, sectoral,
sustainability (particularly ESG-related risks), information,
and cyber security risks, identified by the businesses and
functions are systematically addressed through mitigating
actions on a continuing basis.

During the year, the Committee, inter alia, reviewed the
Enterprise Risk Management framework, including risk
governance, risk assessment processes, and reporting
and communication mechanisms of the Company and its
wholly owned subsidiaries. The Committee reviewed the
key risks along with the risk indicators, risk ratings, risk
appetite and adopted suitable risk mitigation plans.

The Company conducted extensive trainings and
awareness sessions for employees of various grades to
inculcate culture of risk management within the Company

In the opinion of the Board, there are no major risks
that have the potential to threaten the existence
of the Company.

19. Whistle Blower Policy /Vigil Mechanism

The Company has established a whistle-blower policy/
vigil mechanism to provide an avenue to employees and
stakeholders to raise any concerns. The policy provides
for a safe and confidential platform for any stakeholders
to report concerns (including anonymous complaints)
regarding unethical practices, fraud, or violations of the
Company's Code of Conduct. The policy provides adequate
safeguards against the victimization of employees who

avail of it. The policy also lays down the process to be
followed for the appointment of an Ombudsperson who
will deal with the complaints received, process for dealing
with the complaints and in exceptional cases, provides for
direct access to the Chairperson of the Audit Committee.
The Audit Committee monitors the status of whistle
blower complaints received and resolved on a quarterly
basis. No personnel has been denied access to the Audit
Committee. The details of the Company's Ombudsperson
are given in the Policy.

The Whistle Blower Policy established by the Board is
available on the Company's website, please refer point 31
of this report for the same.

20. Health, Safety and Environmental protection
(HSE)

Given the nature of its operations, the Company places
the utmost importance on employee health, safety and
environmental stewardship. The Company believes that a
safe, healthy and environmentally responsible workplace
not only protects employees from injury and illness
but also enhances employee morale and operational
sustainability.

The Company continues to be certified under ISO
14001:2015 and ISO 45001:2018 for its environmental
management systems and occupational health and
safety management systems respectively, demonstrating
its commitment to regulatory compliance and continual
improvement. In line with its environmental responsibility,
the Company actively undertakes initiatives for pollution
prevention, resource conservation and reduction of
environmental footprint across all operations.

All the manufacturing plants continue to be certified under
ISO 50001:2018 for their energy management systems,
enabling the Company to institutionalize energy efficiency
practices and drive sustainable energy conservation.

The HSE/ESG related detailed information is available in
the initial pages of this Report and as a part of the BRSR
which forms an annexure to this Report.

21. Policy on Prevention, Prohibition and Redressal
of Sexual Harassment at the Workplace

The Company has a policy to prevent sexual harassment.
It has constituted an Internal Committee in line with the
requirements of the Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal)
Act, 2013, and Rules made thereunder. There were no
outstanding complaints carried forward from previous
year and no complaints were received during the year.
The Company conducts the required workshops and
awareness programmes during employee induction and

regular training sessions for rest of the employees through
e-learning modules on this subject.

With an objective to strengthen the Company's
governance framework and align its policies with evolving
workplace standards and best practices relating to
Diversity, Equity, Inclusion and Belonging, dignity, and
employee welfare, the Company approved revisions to
the Company's existing POSH policy to incorporate a
more inclusive and gender-neutral framework to prevent
workplace harassment.

The revised POSH Policy established by the Board is
available on the Company's website, please refer point 31
of this report for the same.

22. Other disclosures

a. Share Capital

The paid-up equity share capital of the Company
as of March 31, 2026, stood at T 18.30 crores,
comprising 18,30,25,364 equity shares of T 1 each.
As of March 31,2026, Amara Raja Enterprises Private
Limited (formerly RNGalla Family Private Limited),
Promoter, holds 6,01,45,316 equity shares of T 1
each, constituting 32.86% of the Company's paid-up
share capital. The Equity Shares of the Company are
listed on the NSE and BSE (Stock Exchanges).

b. Particulars of loans, guarantees and
investments

The details of loans, guarantees and investments
under the provisions of Section 186 of the Act read
with the Companies (Meetings of Board and its
Powers) Rules, 2014, as amended, as of March 31,
2026, are given in Notes to the standalone financial
statements of the Company.

c. Deposits from Public

The Company has not accepted any deposits from
the public falling within the ambit of Sections 73 and
74 of the Act read with the Companies (Acceptance
of Deposits) Rules, 2014 during the year under
review. There are no outstanding deposits as on
March 31, 2026.

d. Reporting of Frauds

There were no instances of fraud during the year
under review, which required any of the Auditors
to report to the Audit Committee and/or Board
under Section 143(12) of the Act and the Rules
made thereunder.

e. Significant and material orders passed by
Regulators or Courts

During the year under review, no significant and
material orders were passed by the Regulators,
courts, or Tribunals impacting the Company's going
concern status and operations.

During April 2021, the Company received closure
orders dated April 30, 2021, from the Andhra Pradesh
Pollution Control Board (APPCB), for the Company's
Plants situated at Karakambadi, Tirupati District and
Nunegundlapalli village, Chittoor District, Andhra
Pradesh. The Hon'ble High Court of Andhra Pradesh
has granted an interim suspension of said orders of
APPCB until further orders.

Thereafter, the APPCB has sanctioned Consent for
Establishment (CFE) for all expansions and renewed
the Consents for Operations for all the plants of
the Company, enabling the Company to continue
operations without any interruption. The Company
is working closely with APPCB officials for closure of
legal case. The Company has always placed its highest
priority on the environment and on the health and
safety of its workforce and communities around it.

f. Compliance with Secretarial Standards

During the year under review, your Company has
complied with the Secretarial Standards with respect
to Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of
Company Secretaries of India (ICSI).

g. Investor Education and Protection Fund (IEPF)

Section 124 of the Act read with IEPF (Accounting,
Audit, Transfer and Refund) Rules, 2016, mandates
that the companies are required to transfer dividend
that has remained unclaimed and unpaid for a period
of seven years from the unpaid dividend account to
the IEPF. Further, the Rules mandate that the shares
on which dividend remains unpaid or unclaimed for
seven consecutive years or more be transferred to
the Demat account of the IEPF Authority.

The details relating to the amount of unclaimed
dividend transferred to the IEPF and the shares
transferred to the Demat account of the IEPF
Authority during FY26 and due for transfer in FY27
are provided in the Corporate Governance Report
which forms part of this Annual Report. The Company

has issued individual notices to the members whose
dividend is unclaimed and unpaid, advising them to
claim their dividend. Shareholders are requested to
ensure their dividends are claimed on time. In case
of non-encashment of dividends, shareholders are
advised to approach the Company or Registrar and
Transfer Agent to claim their unclaimed dividends.

h. Particulars of conservation of Energy,
Technology Absorption and Foreign Exchange
Earnings and Outgo

The information on conservation of energy,
technology absorption and foreign exchange
earnings and outgo as per Section 134(3)(m) of the
Act read with Rule 8 of the Companies (Accounts)
Rules 2014, are annexed hereto as Annexure VII,
which forms an integral part of this report.

i. Particulars of Employees and Remuneration

The information required pursuant to Section
197(12) of the Act read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed hereto as Annexure
VIII, which forms an integral part of this report.

A statement showing names and other particulars
of the top ten employees and employees drawing
remuneration in excess of the limits prescribed under
Rule 5(2) of the said rules is provided in Annexure IX.
However, as per the provisions of Section 136(1) of
the Act, the Annual Report is being sent to all the
members excluding the aforesaid statement. The
statement is available for inspection by shareholders
at the registered office of the Company during
working hours up to the date of the ensuing 41^st AGM.

23. Employee Stock Option Scheme (ESOS)

During the year, the Company has adopted the Amara
Raja Energy & Mobility Limited Employees Stock Option
Scheme 2025 ('Scheme') under the SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
(SEBI SBEB Regulations), as part of the Company's long¬
term talent attraction, retention and reward strategy.
The Scheme is proposed to be implemented through
secondary acquisition by the Amara Raja Energy &
Mobility ESOS Trust in compliance with applicable SEBI
regulations. As on March 31, 2026, there were no material
changes in the Scheme.

No stock options were granted, vested, exercised, or
allotted under the Scheme during the year. The Scheme
is in compliance with the SEBI SBEB Regulations, and
the requisite disclosures are available on the Company's
website. Please refer point 31 of this report for the same.

24. Other Statutory Disclosures

No disclosure or reporting is required with respect to the

following items as there were no transactions related to

these items, during the year under review.

• Issue of equity shares with differential rights as to
dividend, voting or otherwise.

• Issue of sweat equity shares or any other securities.

• No Shares are held in trust for the benefit of
employees where the voting rights are not exercised
directly by the employees.

• There were no instances of failure of implementation
of Corporate Actions.

• There are no applications made or proceedings
pending against the Company under the Insolvency
and Bankruptcy Code, 2016.

• The Company has not entered into any one time
settlement with any Banks or Financial Institutions
during the year. Hence, disclosure pertaining to
difference between amount of the valuation done at
the time of one-time settlement and the valuation
done while taking loan is not applicable.

25. Awards and Recognitions

During the year under review, following awards and

recognitions were achieved by the Company:

Customer Recognition

1. Won Hyundai Motor India's Customer Delight Award
for outstanding customer service and support.

2. Received Suzuki's Best Quality Award for excellence
in Quality, Delivery, and Relationship Building.

3. Received Daimler India's Delivery Excellence Award
for superior performance in QCDM parameters.

4. Ranked among Top 25 Manufacturing Workplaces by
Great Place To Work®.

5. Won Indus Towers' ESG Pathfinder Award under the
supplier category (ISBU division).

6. Secured Schneider Electric's Datacenter Excellence
Award for the second consecutive year.

Operational Excellence & Continuous Improvement
Awards

1. Won 101 Gold and 1 Silver award with 102 participating
teams in the CCQC Tirupati Chapter competitions.

2. Secured 24 Par Excellence and 2 Excellence Awards
with 26 participating teams at the national NCQC.

3. Won 13 Gold Awards at ICCQC 2025 in Taipei across
multiple operating divisions and various plants.

4. Won the Sustenance Level 1 Award for Components
Division-1 (HO) and the Level 2 Award for ARPS at
the ABKAOTS 5S Awards.

5. Won Gold at the 20^th CII National Six Sigma
Competition 2025 across the CD-HO, ABD-3,
and MVRLA plants.

6. Won 2^nd Best for SBD2, and 3^rd Best for ABD3.

7. Secured the 2^nd Runner-up spot for SBD1 at the 38^th
CII AP State Level Quality Circle Competition 2025.

8. Earned Excellence Medals for ISBU-VVRLA and
IVRLA, and received Sustenance Medals for ASBU-
ABD1 and SBD1 at the JIPM TPM Awards.

26. Industrial relations

The Company's industrial relations remained cordial and
stable during the year under review. The Directors wish
to express their sincere appreciation for the co-operation
received from employees at all levels.

27 Change in the nature of business

During the year under review, there were no changes in
the nature of business of the Company.

28. Reconciliation of Share Capital Audit

As required under the Listing Regulations, a quarterly
audit of the Company's Share Capital is being carried
out by an Independent Practicing Company Secretary to
reconcile the total share capital, the total share capital
admitted with NSDL and CDSL and held in physical form,
with the issued and listed capital. The Practicing Company
Secretary's certificate in this regard is submitted to BSE
and NSE and is also placed before the Board of Directors
at their quarterly Board meetings.

29. Maternity Benefits

The Company affirms that it has duly complied with all provisions of the Maternity Benefit Act, 1961, and has extended all
statutory benefits to eligible employees during the year.

30. Material changes and commitments affecting the financial position of the Company between the end
of the financial year and the date of the report

There were no material changes and commitments affecting the Company's financial position between the end of the financial
year and the date of this Report.

31. Weblink of various policies/reports

32 Acknowledgement

The Board of Directors extends its appreciation to all our stakeholders for their unwavering support and commitment to
the Company. We are deeply grateful for the trust and collaboration of our valued customers, vendors, financial institutions,
banks, channel partners, business associates, and both Central and State Government bodies. Your continued support has been
instrumental to our progress, and we look forward to building on this strong foundation in the years ahead.

We would also like to express our sincere gratitude to our employees across all levels. Their expertise, dedication, and steadfast
commitment remain the cornerstone of our success.

To our esteemed shareholders, thank you for your enduring confidence and support. Your belief in our vision drives us forward.

For and on behalf of the Board of Directors
Jayadev Galla

Place: Ooty Chairman, Managing Director & CEO

Date: May 25, 2026 DIN: 00143610