DIRECTORS' REPORT

Your directors are pleased and privileged to present 40^thAnnual Report together with the Audited Financial
Statements and Auditors Report thereon for the year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

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

REVIEW OF BUSINESS OPERATIONS:

During FY 2025-26, the Company continued to strengthen its position in both the domestic and export markets
despite geopolitical uncertainties, foreign exchange fluctuations, and changing global trade conditions. The
domestic replacement market remained resilient, supported by steady demand from the two-wheeler, three¬
wheeler, tractor and stationary engine segments. While exports to certain regions witnessed temporary
challenges, the Company continued to diversify its customer base and strengthen its presence across key
international markets.

The Company remained focused on enhancing operational efficiency, improving product quality and expanding
its market reach through continuous customer engagement and a strong distribution network. Our long-standing
relationships with OEMs and the replacement market continued to support stable business growth.

During the year, the Company continued to invest in product development, manufacturing capability enhancement
and process improvements. In addition to its core products comprising pistons, piston rings, gudgeon pins and
auto shafts, the Company progressed with the development and expansion of new product categories including
Engine Valves, Connecting Rods, Compressor Pistons and Aluminium Cylinder Blocks, thereby strengthening its
product portfolio.

The Company also made significant progress towards expanding its Aluminium High Pressure Die Casting (HPDC)
capabilities for manufacturing Aluminium Cylinder Blocks. In line with its long-term diversification strategy, the
Company is also evaluating additional HPDC products such as crankcase covers, timing covers, oil pump housings,
water pump housings and other precision aluminium automotive components.

Further, the Company is actively exploring
opportunities in Investment Casting for manufacturing
high-value precision engineering components including
Rocker Arms, Shift Forks, Turbocharger Components,
Precision Brackets, Sensor Housings and other
automotive and industrial applications.

Continuous improvements were undertaken across
manufacturing operations through automation of
foundry processes, machining lines, inspection systems
and material handling. These initiatives are aimed at
improving productivity, product consistency, quality,
cost competitiveness and delivery performance.

The Company remains committed to technological
advancement, customer satisfaction, zero-defect
manufacturing and continuous improvement, thereby
creating sustainable value for all stakeholders.

2. FUTURE PROSPECTS

The long-term outlook for the Indian automotive
component industry continues to remain
positive, supported by economic growth, rising
vehicle ownership, infrastructure development
and sustained replacement demand. Internal
combustion engine vehicles are expected
to continue playing a significant role across
domestic and export markets, particularly in the
two-wheeler, three-wheeler, agricultural and
industrial engine segments.

The Company remains focused on strengthening
its leadership position in the replacement market
while expanding its presence across OEM and
export businesses. Export growth will continue
to be driven through market expansion across
Africa, Latin America, the Middle East, South¬
East Asia and selected European markets.

The Company plans to further strengthen its
product portfolio through the phased introduction
and expansion of Engine Valves, Connecting Rods,
Compressor Pistons, Aluminium Cylinder Blocks
and other precision engineered automotive
components. These initiatives will enable the
Company to enhance its product offerings and
improve its share of business across multiple
customer segments.

Future investments will continue to focus on
manufacturing capacity expansion, Aluminium

HPDC, automation of foundry and machining
operations, quality improvement, product
development and operational excellence. The
Company remains confident that its strong
manufacturing capabilities, extensive distribution
network, customer relationships and commitment
to innovation will support sustainable long-term
growth and profitability.

3. DIVIDEND

The Board of Directors at their meeting held on
May 29, 2026 have recommended dividend of
Rs. 0.50/- per equity share (5%) of face value of
Rs.10/- each for the year ended March 31, 2026.

4. CREDIT RATING

During the Financial Year 2025-26, CRISIL awarded
the following rating basing on Company financial
results and ongoing Debt:

Long term Rating: CRISIL BBB /Stable

Short term Rating: CRISILA2

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

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

6. MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met 5 times during
the financial year 2025-26. The details of the
meetings of Board of Directors have been given in
the Report on Corporate Governance under Item
No. 2(b).

7. COMMITTEES OF THE BOARD OF DIRECTORS

There are five committees of the Board of
Directors viz. Audit Committee, Nomination
and Remuneration Committee, Stakeholders
Relationship Committee, Risk Management
Committee and Corporate Social Responsibility
Committee.

The details of committees are given in corporate
governance report.

8. DIRECTORS RESPONSIBILITY STATEMENT

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

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

b) The Directors had selected such accounting
policies and applied them consistently and
made judgments and estimates that are
reasonable and prudent so as to give a true
and fair view of the state of affairs of the
Company as at end of financial year viz.
March 31, 2026 and the profit loss account
of the Company for that period.

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

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

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

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

9. DETAILS WITH RESPECT TO FRAUD REPORTED
BY AUDITORS

There was no instance of fraud during the financial
year 2025-26 which required the Statutory
Auditors to report to the Audit Committee and /
or to the Board as required under Section 143(12)
of the Companies Act, 2013 and the rules made
thereunder.

10. STATEMENT ON DECLARATION GIVEN BY INDE¬
PENDENT DIRECTORS UNDER SECTION 149(6)

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

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

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

11. POLICIES ON APPOINTMENT OF DIRECTORS AND
REMUNERATION

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

The Current policy is to have an appropriate
proportion of executive and independent
directors to maintain the independence of the
Board, and separate its functions of governance
and management. On the recommendation of the
Nomination & Remuneration Committee (NRC),
the Board has adopted and framed a Remuneration
Policy for the Directors, Key Managerial Personnel
and other employees pursuant to the applicable
provisions of the Act and SEBI (Listing Obligations

and Disclosure Requirements) Regulations, 2015.
The remuneration determined for Executive
Directors, KMPs and Senior Management Personnel
is subject to the recommendation of the NRC and
approval of the Board of Directors.

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

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

12. AUDITORS OF THE COMPANY

a. Statutory Auditors

In accordance with Section 139 of the
Companies Act, 2013 and the rules made
there under, Shri M.V.N Murthy., Chartered
Accountants, Hyderabad Chartered
Accountants (ICAI Reg. No. 201445) was
appointed as Statutory Auditors of the
Company in the AGM held on September
28, 2022 until the conclusion of the Annual
General Meeting of the Company to be
held in the calendar year 2027. They have
confirmed their eligibility and qualification
required under Sections 139, 141 and other
applicable provisions of the Companies Act,
2013 and the Rules framed there under for
continuation as Auditors of the Company.
The Independent Auditors’ Report for the
financial year ended March 31, 2026 on the
financial statements of the Company forms
part of this Annual Report.

Ratification of appointment of Statutory
Auditors at every AGM has been dispensed
with by the Ministry of Corporate Affairs.

Accordingly, the Notice convening the
ensuing AGM does not carry any resolution
on ratification of appointment of Statutory
Auditors.

Statutory Auditor’s Report

There are no qualifications, reservations or
adverse remarks made by Shri M.V.N Murthy,
chartered Accountants, Hyderabad Char¬
tered Accountants (ICAI Reg. No.201445)
Statutory Auditors in their report for the Fi¬
nancial Year ended March 31, 2026.

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

b. Secretarial Auditor

As per the provisions of Section 204 of the
Companies Act, 2013, the Board of Directors
had appointed Shri V B S S Prasad, Practicing
Company Secretary (C.P.No: 4605) as
Secretarial Auditor to conduct Secretarial
Audit of the Company at 39^th AGM for the
5 consecutive Financial Years from 2025-26
to 2029-30.

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

c. Cost Auditor

Pursuant to Section 148 of the Companies
Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014 Shri P
Srinivas was appointed as Cost Auditor of
the company for the financial year 2025¬
26 and accordingly he carried out the cost
audit and there is no any qualification,
reservation adverse.

d. Internal Auditor

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

terms of the requirement of section 138 of
Companies Act, 2013 read with rule 13 of
Companies (Accounts) Rules, 2014 and will
be continuing for the financial year 2026-27
also.

There are no qualifications, reservations
or adverse remarks made by M/s Apical
Business Advisory Services LLP in their
reports issued during the year 2025-26.

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

The company has neither issued any Loans,
guarantees nor made any investments during the
financial year 2025-26 in terms of Section 186 of
the companies Act, 2013.

14. PARTICULARS OF CONTRACTS OR

ARRANGEMENTS WITH RELATED PARTIES

REFERRED TO Sec. 188(1)

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

There were no materially significant related
party transactions which could have potential
conflict with interest of the Company at large.
The details of the Related Party Transactions

are set out in the Notes to Financial Statements
forming part of this Annual Report.

15. TRANSFER OF AMOUNTS TO RESERVES

The Company has not transferred any amount to
general reserve for the financial year ended 31st
March, 2026.

16. MATERIAL CHANGES AND COMMITMENTS

There are no Material changes and commitments
in the business operations of the Company from
the financial year ended March 31, 2026 to the
date of signing of the Director’s Report.

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

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

18. RISK MANAGEMENT POLICY

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

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

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

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

The Risk Management Framework defines the
risk management approach of the Company
and includes periodic review of such risk and
also documentation, mitigating, controls and
reporting mechanism of such risk. In accordance

with Regulation 21 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 the
Board members were regularly informed about
risk assessment and minimization procedures
after which the Board formally adopted steps for
framing, implementing and monitoring the risk
management plan.

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

Risk management committee consists of the
following Directors:

19. POLICY ON CORPORATE SOCIAL RESPONSIBILITY

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

Report on corporate social responsibility as
per Rule 8 of Companies (Corporate Social
Responsibility) Rules, 2014 is prepared and the
same is enclosed as annexure -2.

The Corporate Social Responsibility committee
consists of the following Directors:

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

Pursuant to the provisions of the Act and Listing
Regulations, the Board has carried out an annual
performance evaluation of its own performance,
the directors individually as well as the evaluation
of the working of its various Committees for
the financial year 2025-26. The evaluation
was conducted on the basis of a structured
questionnaire which comprises performance
criteria such as performance of duties and
obligations, independence of judgement, level
of engagement and participation, attendance
of directors, their contribution in enhancing the
Board’s overall effectiveness, etc.

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

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

21. FAMILIARIZATION PROGRAMME

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

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

22- POLICY FOR PROHIBITION OF INSIDER TRADING

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

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

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

23- BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONS AND CHANGES THEREIN DURING THE
YEAR 2025-26

Shri Saripalli Monish (DIN: 10217575), Director of
the Company, who is liable to retire by rotation
at this Annual General Meeting and being
eligible, according to his performance and upon
recommendation of nomination and remuneration
committee, seeks for his re-appointment at the
ensuing 40^th AGM.

Mr. Vetukuri Venkata Ramana Raju (DIN: 02534097)
was appointed at the 39^th Annual General Meeting
as Non-Executive and Independent Director for 5
years with effect from 11^th August, 2025 to 10^th
August, 2030.

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

Ms. Rishita Nama (DIN: 07143463) retired after
completion of her 2^nd term from the position of
Non-Executive and Independent Director with
effect from September 22, 2025.

Changes after March 31, 2026

Mr. B Venkatesham has resigned due to his certain
professional responsibilities and personal reasons
vide his resignation letter dated 28.05.2026 from
the position of Chief Financial Officer (CFO) with
effect from close of business hours of 28.05.2026.
There is no other reason of his resignation, as
confirmed by him in the aforesaid resignation
letter.

Mr. Veera Raghavaiah Panchagnula has been
appointed as Chief Financial Officer (CFO) with
effect from 29.05.2026.

24- NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee
consists of the following Directors:

Brief description of terms of reference:

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

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

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

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

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

• Devising a policy on Board diversity; and

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

Nomination and Remuneration policy

The objective of the Policy:

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

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

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

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

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

25- LISTING OF EQUITY SHARES

The Company’s equity shares are listed on BSE

Limited, PJ Towers, Dalal Street, Mumbai 400001.

26- DEPOSITS

The Company has not accepted any Deposits in

terms of Section 73 of the Companies Act, 2013

read with the Companies (Acceptance of Deposits)
Rules, 2014. Hence there are no details to be
disclosed under Rule 8(5) (v) of the Companies
(Accounts) Rules, 2014

27- Corporate Governance

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

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

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

28- VIGIL MECHANISM/ WHISTLE BLOWER POLICY

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

A mechanism has been established for employees
to report concerns about unethical behaviour,

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

29- MATERIAL ORDERS OF JUDICIAL BODIES /
REGULATORS:

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

30- LISTING AND DEMATERIALISATION:

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

31- CASH FLOW AND CONSOLIDATED FINANCIAL
STATEMENTS:

As required under the Regulation 34 (2) of the
SEBI (LODR) Regulations, 2015 a cash flow
statement enclosed with the financial statements
is part of the Annual Report 2025-26. Since, the
Company has no subsidiary or associate company,
therefore, the Consolidated Financial Statements
of the Company for the financial year 2025-26 is
not applicable.

32- PREVENTION OF INSIDER TRADING:

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

The Company has also put in place requisite
Structured Digital Database (SDD) system for

the Designated Persons (DPs) to protect the
confidentiality of Unpublished Price Sensitive
Information (UPSI) of the Company.

33- RECONCILIATION OF SHARE CAPITAL AUDIT:

As directed by the Securities and Exchange
Board of India (SEBI), Reconciliation of Share
Capital Audit has been carried out by Shri VBSS
Prasad, Practicing Company Secretary, during the
financial year 2025-26.

34- COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company hereby affirm that during the year
2025-26, it has complied with all the applicable
secretarial standards (including any modifications
or amendments thereto) issued by the Institute of
Company Secretaries of India.

35- PARTICULARS OF APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL:

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

36- INSURANCE

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

37- CHANGE IN NATURE OF BUSINESS

There is no change in the Company’s nature of
business during the financial year ended March
31, 2026.

38- INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

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

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

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

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

39- SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS

No such orders have been received during the
year 2025-26 .

40- POLICY ON SEXUAL HARASSMENT

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

Composition of Internal Complaints
Committee pursuant to the provisions of the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013.

During the financial year 2025-26, the Company
received NO complaints on sexual harassment.

41- MANAGEMENT DISCUSSION AND ANALYSIS

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

42- TRANSFER OF UNCLAIMED DIVIDEND AND SHARES
TO INVESTOR EDUCATION AND PROTECTION
FUND (IEPF)

The company has transferred the unclaimed
dividend up to the financial year 2017-18 and the
shares being unclaimed have also been transferred
to the Investor Education and Protection Fund
(IEPF) of Ministry of Corporate Affairs pursuant
to the provisions of the Companies Act, 2013
read with the Investor Education and Protection
Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016.

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

43- GREEN INITIATIVES

In commitment to keep in line with the Green
Initiatives and going beyond it, electronic copy
of the Notice of 40^th Annual General Meeting
of the Company including the Annual Report
for FY 2025-26 are being sent to all Members
whose e-mail addresses are registered with the
company/ depository participants.

44- CAUTIONARY STATEMENT:

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

45- ACKNOWLEDGEMENTS

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

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

BY ORDER OF THE BOARD
For SAMKRG PISTONS AND RINGS LIMITED

Sd/- Sd/-

SARIPALLI KISHORE SARIPALLI KARUNAKAR

Date : August 10, 2026 WHOLETIME DIRECTOR CHAIRMAN & MANAGING DIRECTOR

Place: Hyderabad DIN: 01665768 DIN: 01665760