DIRECTORS' REPORT

Your Directors have the pleasure in presenting the 45^th Annual Report on the business and operations of your Company
together with the Audited Financial Statements for the financial year ended March 31, 2026:

Financial Highlights:

Dividend

The Board of Director (“The Board"), at its meeting held on
May 19, 2026, is pleased to recommend a Final Dividend
of ' 32/- (Rupees Thirty-Two) per Equity Share of the face
value of ' 10/- each (320%) for the financial year ended
March 31, 2026 subject to the approval of members at the
ensuing Annual General Meeting (“the AGM") to be held
on Wednesday, August 12, 2026.

Previous year, dividend was declared and paid of ' 30.50
per equity share of ' 10/- each (305%).

The total amount of Dividend outflow aggregates to
' 483.58 million.

The register of members and share transfer books will remain
closed from August 06, 2026 to August 12, 2026 (both days
inclusive) for the payment of final dividend to the eligible
members of the Company, for the year ended on March

31, 2026.

The Final Dividend, if approved by the members, will be paid
electronically pursuant to the amendment to Regulation 12
notified by the Securities and Exchange Board of India vide
the SEBI (Listing Obligations and Disclosure Requirements)
(Fifth Amendment) Regulations, 2025, effective November
19, 2025. Accordingly, the Company would be unable to
pay dividend through warrants and cheques.

The Dividend will be paid to members within 30 days from
the date of declaration of dividend to whose names appear
in the Register of Members (including Beneficial Owners) as
on Wednesday, August 05, 2026 and as per the Dividend
Distribution Policy of the Company.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the shareholders effective April 1,
2020 and the Company is required to deduct tax at source
from dividend paid to the Members at prescribed rates as
per the Income Tax Act, 2025.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations") is available on the Company's
website athttps://www.autoaxle.com/Downloads/
Dividend%20Distribution%20Policy.pdf

Transfer to Investor Education and Protection
Fund (IEPF):

(i) Transfer of unclaimed dividend to IEPF

Pursuant to provisions of the Companies Act, 2013,
the declared dividends, which remained unpaid or
unclaimed for a period of seven consecutive years
or more, shall be transferred by the Company to the
Investor Education and Protection Fund (“The IEPF")
established by the Central Government.

In terms of the provisions of the Companies Act, 2013
and Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016
a sum of ' 4,41,181/- which is unpaid/unclaimed
dividends pertaining to the FY 2017-18 was transferred
to the Investor Education and Protection Fund during
the year 2025-26.

(ii) Transfer of shares to IEPF

Pursuant to Section 124(6) of the Companies Act,
2013 read with Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 as amended, all shares in respect of which
dividend has not been paid or claimed for seven
consecutive years or more, shall be transferred by the
Company to the demat account of the IEPF Authority.
The said requirements do not apply to shares in respect
of which there is a specific order of Court, Tribunal or
Statutory Authority, restraining any transfer of the shares.
Accordingly, the Company has transferred 1,527 Shares
of face value ' 10/- per share to the demat account of
the IEPF Authority during year 2025-26.

As on March 31, 2026, a total of No. of 41,098
equity shares are lying with the Investor Education and
Protection Fund Authority.

(iii) Claim from IEPF Authority

Accordingly, the Company has sent notice to the
respective members who have not claimed their
dividends for seven consecutive years or more and the
newspaper advertisement stating the same has been
published in the newspapers.

The list of equity shareholders whose shares are
transferred to IEPF can be accessed on the website of
the Company at below mentioned link:https://www.
autoaxle.com/agmunder the head IEPF Transfers.

The Members or Claimants, whose unclaimed dividends
or shares have been transferred to IEPF, may contact the
Company or RTA and submit the required documents for
issue of Entitlement Letter. The Members or Claimants
can attach the Entitlement Letter and other documents
mentioned thereon and file Form I EPF-5 for claiming
the dividend/shares available on www.mca.gov.in.

Mr. Debadas Panda, Company Secretary and
Compliance Officer of the Company appointed as the
Nodal Officer as per the Companies (Investor Education
and Protection Fund Authority) Rules, 2016.

Performance of the Company

The total income for the financial year under review was
' 22,099.09 million as against ' 21,047.52 million for
the previous financial year. The Profit before tax (PBT) was
2,197.95 million for the financial year under review, as
against ' 2,106.13 million for the previous financial year.
Overall performance detail has been covered as part of the
Management Discussion and Analysis which is presented in
a separate section forming part of the Annual Report.

Material Changes and Commitment affecting
the Financial Position :

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

Share Capital

The paid-up Equity Share Capital as on March 31, 2026
stood at ' 151.12 million. During the year under review, the
Company has not issued any shares with differential voting
rights or has granted any stock options or sweat equity.

Deposits

Your Company has not accepted any deposits under Chapter
V of the Companies Act, 2013 during the year.

Transfer to Reserve

The company has not proposed any amount to be transferred
to the General Reserves.

Listing on stock exchanges

The equity shares of the Company are listed with BSE Limited
and National Stock Exchange of India Limited. There are
no arrears on account of payment of listing fees to the
Stock Exchanges.

Directors & Key Managerial Personnel

As on March 31, 2026 there were six (6) Directors on the
Board of your Company, consisting of three (3) Independent
Directors, one (1) Executive Director and two (2) Non¬
Executive Directors of whom one is the Chairman.

During the year, Mr. Ranganathan S, Chief Financial
Officer and Key Managerial Personnel of the Company
superannuated w.e.f November 22, 2025 and Mr. Raman
K was appointed as an Interim Chief Financial Officer and
Key Managerial Personnel w.e.f February 4, 2026 until a
new Chief Financial Officer is appointed by the Board. There
were no changes to the Board Composition of the Company.

As on March 31, 2026, the following are the Key Managerial
Personnel ('KMPs') of the Company as per Sections 2(51)
and Section 203 of the Companies Act 2013:

1. Mr. Nagaraja Gargeshwari, President and
Wholetime Director

2. Mr. Debadas Panda, Company Secretary and
Compliance Officer

3. Mr. Raman K, Interim Chief Financial Officer

In terms of the provisions of the Companies Act, 2013,
Mr. Kenneth James Hogan (DIN: 09161738), Director of
the Company, retires by rotation at the ensuin g Annual
General Meeting and, being eligible, offers himself for re¬
appointment.

Declaration by Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet with the criteria of independence and that there
has been no change in the circumstances which may affect
their status as an independent director during the year as
prescribed under sub-section (6) of Section 149 of the
Companies Act, 2013 and Securities and Exchange Board

of India (Listing Obligations and Disclosure requirements)
Regulations, 2015.

Further the names of the Independent Directors of the
Company have been included in the Data bank maintained by
the Indian Institute of Corporate Affairs as per the provisions
of the Companies Act, 2013 and the rules made thereunder.

Independent Directors have complied with the Code for
Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.

Company has received a confirmation from the Directors
and senior management personnel of the company w.r.t.
compliance with the code of conduct required under
Regulation 26 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Board Evaluation

The Companies Act, 2013 states that a formal Annual
Evaluation needs to be made by the Board of its own
performance and that of its committees and individual
Directors. Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, mandates that the Board shall monitor and review the
Board evaluation framework. Pursuant to these provisions,
the Company has developed a framework for the Board
evaluation. The framework includes evaluation on various
parameters such as information flow, Board dynamics,
decision making, company performance and strategy, Board
and committee's effectiveness and peer evaluation.

The evaluation of all the Directors and the Board as a
whole was conducted based on the criteria and framework
as recommended by the Nomination and Remuneration
Committee and adopted by the Board.

During the year 2025-26, Independent Directors met on
March 11, 2026, discussed and reviewed the below:

• Performance of Non-Independent Directors;

• Performance of the Chairman;

• Performance of the Board Committees;

• Discussed on the quality, quantity and timeliness of flow
of information between the Company management and
the Board Members;

• Overall performance of the Company;

Familiarization program for the Board Members

Your Company has in place a structured induction and
familiarization program for all its directors including
Independent Directors and new appointee(s) to the
Board. Through such programs, the Directors are briefed
on the background of your Company, their roles, rights,
responsibilities, nature of the industry in which it operates,
business model operations, ongoing events, regulatory
updates and their impact on the Company etc.

The Board members are provided with the necessary
documents, brochures, reports and internal policies to
enable them to familiarize with the Company's procedure
and practice.

Periodic presentations are made at the Board Meetings
and Board Committee Meetings on business and overall
performance updates of the Company, business strategy and
risk involved.

The details of programs for Familiarization for Independent
Directors are posted on the website of the Company and can
be accessed at below weblink:

https://www.autoaxle.com/assets/pdf/46SEBI/

Familiarisation%20Programme%20for%20Independent%20

Directors.pdf

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(5) of the
Companies Act, 2013 with respect to Directors' Responsibility
Statement, your Directors make the following statements:

(a) in the preparation of the annual accounts for the year
ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures if any;

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

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

(d) we have prepared the annual accounts on a going
concern basis;

(e) we have laid down internal financial controls to be
followed by the company and that such internal financial
controls are adequate and were operating effectively;

(f) we have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such
systems are adequate and operating effectively.

Auditors & Auditors' Report

a. Statutory auditor

M/s. S R Batliboi & Associates LLP, Chartered
Accountants [Firm Registration No.: 101049W/
E300004] are holding the position of Statutory Auditors
of the Company.

The Auditors' Report does not contain any qualification,
reservation or adverse remarks.

Further, no fraud has been reported by the Auditors in
their reports.

b. Internal Auditor

On recommendation of the Audit Committee the Board
of Directors approved the appointment of M/s Deloitte
Touche Tohmatsu India LLP having Firm Registration
Number AAE-8458 as Internal Auditors of the Company
for the Financial Year 2025-26. The internal auditors
conducted the audit as per the terms of reference by the
Audit Committee which has reviewed the reports and
the action taken by the Company for streamlining the
gaps identified by the auditors.

c. Secretarial Auditor

Pursuant to the provisions of Regulation 24A of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 and Section 204 of the Companies
Act, 2013, the shareholders of the Company, at the
44^th Annual General Meeting held on August 12,
2025, approved the appointment of M/s. Pracheta
and Associates, Practicing Company Secretaries, a Peer
Reviewed Firm (Unique Code No. S2018KR589100), as
the Secretarial Auditors of the Company for a term of
five consecutive years commencing from April 1, 2025
up to March 31, 2030.

The Secretarial Audit Report for the financial year ended
March 31, 2026 in Form MR-3 is appended to this
report under Annexure - A. It does not contain any
qualification, reservation or adverse remarks.

Internal Financial Controls

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

During the year, such controls were tested and no
reportable material weaknesses in the design or operation
were observed.

Corporate Governance

The Company's governance ethos is predicated on the
tenets of probity, accountability, and equitable stewardship.
Renowned for its distinguished governance paradigm, the
Company regards a resilient and transparent governance
framework as imperative to fortifying stakeholder confidence
and sustaining long-term enterprise value. Strategic
deliberations and operational execution are consistently
aligned with the highest echelons of ethical integrity.

India's corporate regulatory landscape comprehensively
reinforced by the Companies Act, 2013, and the Securities

and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 has significantly
recalibrated governance norms. The Company remains in
exemplary compliance with all statutory mandates, honouring
both the prescriptive and purposive dimensions of the law.
The Board of Directors, in its capacity as fiduciary custodian,
discharges its obligations with discernment, prudence, and
an expansive interpretation of its oversight mandate.

In consonance with applicable statutes, all requisite Board
committees have been duly constituted and operate with
defined charters. A granular exposition of their constitution,
remit, and cadence of meetings is articulated in the Corporate
Governance Report, which constitutes a discrete and integral
component of the Annual Report.

A certificate issued by CS Pracheta M., Practicing Company
Secretary, attesting to the Company's adherence to the
corporate governance norms as prescribed under Regulation
34(3) and Schedule V (E) of the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is annexed to the Corporate Governance
Report as a formal affirmation of statutory compliance.

Meetings of the Board

During the financial year, the Board met 6 (Six) times,
details of which are provided in the Corporate Governance
Report. The maximum interval between any two meetings did
not exceed 120 days as prescribed under the Companies
Act, 2013.

The details with respect to the composition, date and
attendance at the meetings are provided in the Corporate
Governance report.

Committees of the Board

Your Company have the following committees which have
been established as a part of the corporate governance
practices and are in compliance with the requirements of the
Companies Act, 2013 and the Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirement)
Regulations, 2015.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details with respect to the compositions, roles, and
number of meetings held during the year is detailed in the
corporate governance report of the Company, which forms
a part of this Board's Report.

All the recommendations by any of the above Committees are
accepted by the Board and there are no recommendations
which the Board has not accepted.

Conservation of Energy, Technology Absorption
and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology
absorption, foreign exchange earnings and outgo, as
required to be disclosed under Section 134 of the Companies
Act, 2013 read with Companies (Accounts) Rules, 2014 are
appended as Annexure - B to this report.

Particulars of Remuneration of Directors &
certain specified employees

In terms of the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5 of Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 and
any amendment thereto is appended as Annexure - C.

Statement containing particulars of top ten employees and
particulars of employees as required under Section 197(12)
of the Companies Act, 2013 read with Rule 5(2) and 3 of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is a separate annexure in terms or
Section 136(1) of the Act and the Report and Accounts
are being sent to the Members, excluding the aforesaid
annexure. The said annexure is open for inspection. Any
member interested in obtaining a copy of the same may write
to the Company Secretary at sec@autoaxle.com. None of
the employees listed in the said annexure are related to any
Director of the Company.

Annual Return 2025-26

Pursuant to Section 134 (3) (a) and Section 92 (3) of the
Companies Act, 2013, a copy of the Annual return is placed
on the website of the Company and can be accessed at the
weblink:https://www.autoaxle.com/annualreturns

Particulars of Loans, Guarantees or Investment
under Section 186 of the Companies Act, 2013

Particulars of loans covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial
statement provided in this Annual Report. These loans
are primarily granted for furtherance of business of the
borrowing companies.

Your Company has not given any guarantee or provided
any security in connection with a loan to any other body
corporate or persons.

Policy on Directors' Appointment & Remuneration

The current policy is to have an appropriate mix of executive
and independent directors to maintain the independence
of the Board and separate its functions of governance and
management. As on March 31, 2026, the Board consist
of six members, one of whom is executive or whole-time
director, two are non executive directors and three are
independent directors out of whom one is an Independent
Woman Director.

The Nomination and Remuneration Policy of the Company
has been formulated in accordance with the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy is designed to
guide the Board in relation to appointment and removal of
directors, Key Managerial Personnel and Senior Management
and recommend to the Board on remuneration payable
to them. Policy enables the Company to retain, motivate
and promote talent and to ensure long term sustainability
of talented managerial persons and create competitive
advantage. The current policy is available on Company's
website athttps://www.autoaxle.com/Investor_Policy.
aspx. There has been no changes to the policy during the
financial year.

Particulars of contracts or arrangements with
Related Parties (RPT)

The related party transactions that were entered into during
the financial year were in the ordinary course of business
and on the arm's length basis.

All related party transactions are placed before the Audit
Committee and also the Board for approval. Prior omnibus
approval of the Audit Committee is obtained on a yearly
basis for the transactions, which are foreseen and of
repetitive nature.

Further, all transactions entered into pursuant to the omnibus
approval so granted are reviewed and a statement giving
details of all related party transactions is placed before the
Audit Committee and the Board of Directors for their review
on a quarterly basis.

In accordance with the requirements of the Companies Act,
2013 and Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015, your Company has formulated a Policy on Related
Party Transactions which is also available on Company's
website athttps://www.autoaxle.com/Investor_Policy.aspx

Pursuant to the approval of Board of Directors on March
20, 2025, the Company has entered into a Memorandum
of Understanding and a Services Agreement with Meritor
HVS (India) Limited dated March 20, 2025 and March 31,
2025 respectively, wherein both the parties have agreed that
the Automotive Axles Limited will sell the products directly to
original equipment manufacturers with effect from April 1,
2025 and obtain certain services in relation to marketing,
business development, product technology, engineering
and product development, account management and
relationship, program management from Meritor HVS
(India) Limited.

The First Addendum to the aforesaid Memorandum of
Understanding and a Services Agreement with Meritor
HVS (India) Limited were executed on April 29, 2026 for
extension of the term of Agreements from May 01, 2026 till
April 30, 2027.

Related Party disclosures as per Indian Accounting Standards
(Ind AS) -24 have been provided in Note No. 35 to the
financial statement.

The particulars on RPTs in Form AOC - 2 is annexed to the
Report as Annexure - D.

Risk Management System

The Company has a robust risk management framework
comprising risk governance structure and defined risk
management processes. Th ese processes include the
development and implementation of a risk management
policy for the company including identification therein of
elements of risk, if any, which in the opinion of the Board may
threaten the existence of the company. The risk governance
structure of the Company is a formal organisation structure
with defined roles and responsibilities for risk management.

The processes and practices of risk management of the
Company encompass risk identification, classification and
evaluation. The Company identifies all strategic, operational
and financial risks that the Company faces, by assessing
and analysing the latest trends in risk information available
internally and externally and using the same to plan for
risk activities.

The Company has set up a Risk Management Committee
to review the risks faced by the Company and monitor the
development and deployment of risk mitigation action
plans and the status is updated to the members of the Audit
Committee and the Board of Directors.

Corporate Social Responsibility (CSR)

The Company has been carrying out various Corporate
Social Responsibility (CSR) activities. These activities are in
terms of Section 135 read with Schedule VII of the Companies
Act, 2013 and Companies (Corporate Social Responsibility
Policy) Rules, 2014 read with CSR policy of the Company.
During the year, the Company has spent ' 46.95 million on
various CSR activities and ' 22.21 million from Unspent CSR
Account of the FY 2024-25.

The Annual Report on CSR activities that includes details
about the CSR policy developed and implemented by
the Company and CSR initiatives taken during the year is
appended to the Report as Annexure - E.

State of Company's Affairs

Discussion on the state of the Company's affairs has been
covered as part of the Management Discussion and Analysis
(MDA). MDA for the year under review, as stipulated under
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, is presented
in a separate section forming part of the Annual Report.

Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 Management Discussion
and Analysis Report is presented in a separate section
forming part of the Annual Report.

Business Responsibility & Sustainability Report
(BRSR)

In accordance with Regulation 34(2)(f) of the SEBI (LODR)
Regulations, the BRSR forms part of this Annual Report. The
report describes initiatives undertaken by the Company from
an environmental, social and governance perspective.

Vigil Mechanism

Your Company is committed to highest standards of ethical,
moral and legal business conduct. Accordingly, the Board
of Directors has formulated a Whistle Blower Policy which
is in compliance with the provisions of Section 177 of the
Companies Act, 2013 and Regulation 22 of Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. Under the policy, the
Directors and employees are free to report any violation of
the applicable laws and regulations and the code of conduct
of the Company. The reportable matters are to be disclosed
to the Audit Committee. During the year under review, the
Company has received 1 (one) complaints under the said
mechanism, the details of which are tabulated below:

Whistle Blower Policy of the Company can be accessed at
below weblink:

https://www.autoaxle.com/Downloads/Whistle%20

Blower%20Policy.pdf

Disclosure under the Sexual Harassment of
Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013

The Company has consistently upheld its commitment
to fostering a secure and respectful workplace for all
individuals operating within its premises. Through proactive
measures and robust internal practices, it strives to cultivate
an environment that is not only physically safe but also
emotionally and psychologically empowering. The Company
remains unwavering in its efforts to eliminate all forms of
discrimination and harassment, including sexual harassment,
by promoting a culture anchored in dignity, inclusiveness,
and mutual respect. Training/awareness programmes are

conducted throughout the year to create sensitivity towards
ensuring a respectable workplace.

In terms of provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has formulated a Policy to prevent
Sexual Harassment of Women at Workplace aimed at
fostering a workplace environment that is safe, dignified,
and free from sexual harassment. To ensure effective
implementation of the said Policy, the Company has duly
constituted an Internal Committee as mandated under the
aforementioned legislation.

During the financial year under review, "no complaints
were received or filed" under the purview of the
aforementioned legislation.

Compliance With the Maternity Benefit Act, 1961

The Company remains committed to upholding the rights and
welfare of its employees in accordance with applicable labour
laws. During the financial year, the Company complied with
all provisions of the Maternity Benefit Act, 1961, ensuring
that eligible employees received the mandated benefits
and protections.

In line with this commitment, one employee availed maternity
leave and associated benefits under the Act. The Company
facilitated full access to leave entitlements, salary benefits,
and workplace support as prescribed under the Act.

Compliance with New Labour Codes

The company is undertaking necessary measures to align
its policies, processes and systems with the New Labour
Codes notified by the Ministry of Labour and Employment,
Government of India. A comprehensive review of existing
employment practices, payroll structures, and statutory
compliance requirements are being carried out. Appropriate
modifications to the internal systems and procedures will be
initiated to facilitate regulatory compliance and ensure a
smooth transition to the New Labour Code Framework post
notification of respective state rules.

Industrial Relations

During the year under review, industrial relations remained
harmonious at all our offices and factories.

Significant or Material Orders

No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the going
concern status and Company's operations at present and
in future.

Subsidiaries, Joint Ventures and Associates

Your Company does not have any subsidiary or joint
venture Company.

The company has made an investment with Torrent Surya Urja
3 Private Limited of ' 4,14,65,590/- constituting 41,46,559
number of Class A Equity Shares and with Parola Renewables
Private Limited of ' 2,25,00,000/- constituting 22,50,000
number of Equity Shares, constituting 26% of total equity
shareholding of the respective Company, to comply with
regulatory requirements of the Electricity Act, 2003 read with
Electricity Rules, 2005 to procure Solar Power.

Hence 26% voting interest is a mere requirement of the
regulators, and the Company doesn't have any significant
influence on Torrent Saurya Urja 3 Private Limited and Parola
Renewables Private Limited and therefore Torrent Saurya
Urja 3 Private Limited and Parola Renewables Private Limited
doesn't qualify as an associate of the Company as per IND

AS 28.

Change in the nature of business

There is no change in the nature of business of your Company
during the year 2025-26.

Secretarial Standards:

The Directors have 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.

Awards and Recognition

During FY 2025-26, your company received recognitions
from the following bodies/customers as listed below:

1. National CSR Award from the Rotary India

2. Silver Award from the Ashok Leyland for excellence in
Aftermarket supplies

3. Daily Work Management and Quality Assurance Matrix
Award from Tata Motors Ltd.

Cost Records and Cost Audit

The maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the
Companies Act, 2013, is required by the Company and
accordingly such accounts and records are made and
maintained. The Cost Audit is not applicable to the Company.

Other Disclosure

Your company has not made any application, nor any
proceeding is pending against the company under the
Insolvency and Bankruptcy Code, 2016 during the year
under review.

As the company has not made any one-time settlement with
any banks or financial institution during the year under review,
Rule (8) sub-rule (5) clause (xii) of Companies (Accounts)
Rules,2014 is not applicable.

None of the Directors and the Company are disqualified
as per the provisions of the Companies Act. They are also
neither disqualified nor debarred by virtue of any SEBI Order
or any other such authorities.

Acknowledgements

Your directors wish to convey their gratitude and place on
record their appreciation for the employees at all levels
for their hard work, cooperation and dedication during
the year. Your directors sincerely convey their appreciation
to customers, shareholders, bankers, auditors, business
associates, regulatory and government authorities for their
continued support.

Your directors wish to place on record their appreciation for
the continued co-operation and support extended by Bharat
Forge Limited, Pune, Meritor Heavy Vehicle Systems LLC,
USA and Cummins Inc.

For and on behalf of the Board of Directors

Place : Pune B. N. Kalyani

^{Date : May 19}, ²⁰²⁶ Chairman