The Board of Directors ("Board") of Shriram Pistons & Rings Limited ("the Company") are pleased to present the 61^st Annual Report on the business and operations along with the Audited Financial Statements (Standalone and Consolidated) of the Company for the financial year ended March 31, 2025.

The financial year 2024-25 has been a landmark period in the Company's history, marked by strategic expansions, technological advancements, and enhanced market leadership. The Company has successfully navigated a dynamic and evolving business landscape by leveraging its robust R&D capabilities, expanding into high-growth markets, and strengthening its core operations. The Company has significantly improved production efficiency and operational agility through prudent investments in cutting-edge manufacturing technologies, enhanced digitalization, and automation.

The Company's continued focus on sustainable business practices has led to increased adoption of renewable energy sources and innovative environmental initiatives. While continuing to enhance the Internal Combustion Engine (ICE) portfolio to cater to markets where combustion engine technologies remain relevant, the Company has also accelerated efforts to scale the Electric Vehicles ("EV") component solutions and position the Company as a future-ready EV mobility solutions provider.

Key milestones achieved during the year include successful acquisitions, a strong financial performance despite global economic volatility, geopolitical challenges, expansion into new product categories, and heightened investor confidence with the Company's listing on the BSE Ltd. (Bombay Stock Exchange). The continued focus on innovation, customer satisfaction, and operational excellence has reinforced the long-term vision for sustainable growth and value creation.

The financial year 2024-25, has been a milestone year, the Company outgrew the domestic automotive market, which grew by around 3.5%, whereas the Company achieved a growth rate of 7.0%.

This achievement was driven by a strategic emphasis on enhancing manufacturing capacity, surpassing customer expectations to secure a larger share of business, expanding into new markets, onboarding new customers, and diversifying the product portfolio.

While continuing to serve the Internal Combustion Engine (ICE) segment, the Company remains committed to investing in technology-agnostic areas beyond ICE, fostering a parallel and profitable business model aligned with evolving industry trends.

The Company successfully increased its global footprint by securing strategic partnerships and expanding manufacturing capabilities. New product launches in the electric vehicle (EV) and alternative fuel segments have positioned the Company ahead of industry trends. The Company's commitment to sustainability was further solidified through targeted investments in renewable energy, water conservation, and carbon neutrality projects.

Financial & Operational Performance and State of Company's Affairs

The Financial Year 2024-25 has been a remarkable year for the Company as the Company has delivered the highest-ever financial performance. The Company's excellent brand image as the leading manufacturer and exporter of its products in India, backed by cutting-edge technology and technological collaborations with global leaders, enabled the Company to achieve these feats.

The Company's total income increased by 8.2% from Rs. 30,351 Million in the previous year to Rs. 32,827 Million for the year and revenue from operations grew by 7.6% from Rs. 29,537 Million in the previous year to Rs. 31,795 Million for the year. Profit before Depreciation and Taxes (before Other Comprehensive Income), after all interest charges, grew by 10.0% from Rs. 6,862 Million in the previous year to Rs. 7,545 Million for the year.

The improved performance during the Financial Year 2024-25 was driven by a strategic combination of higher production volumes, expansion into new customer segments, enhanced digital integration across functions, and timely execution of operational excellence initiatives. The Company's proactive efforts in strengthening vendor relationships, optimizing working capital, accelerating automation projects, and leveraging data analytics for decision-making have collectively contributed to better efficiencies, improved cost structures, and superior customer service delivery.

The Company continues to pursue strategic initiatives under its Business Continuity and Growth Plan to maintain a competitive edge and outperform market growth. With strong financial fundamentals and operational resilience, the Company is actively exploring new growth avenues, investing in capacity expansion, product innovation, and digital transformation to strengthen its market leadership.

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

Exports declined by 7.0%, from Rs. 5,182 Million to Rs. 4,840 Million, primarily due to ongoing geopolitical uncertainties impacting global trade flows. However, this period also marked a strategic pivot, as the Company focused on deepening engagements with existing customers, expanding its product portfolio, and laying the groundwork for entry into new markets and segments. These initiatives are expected to enhance the Company's long-term competitiveness and open up more robust and sustainable export opportunities in the future.

Key Business Developments

Strategic Acquisitions & Business Expansion

Acquisition of SPR TGPEL Precision Engineering Limited ("SPR TGPEL")

In pursuit of the long-term growth strategy beyond Internal Combustion Engine (ICE) powertrains, the Company acquired 100% stake in SPR TGPEL Precision Engineering Limited through its wholly owned subsidiary, SPR Engenious Limited (SEL). The acquisition is a part of the Company's long-term strategy to diversify and strengthen its product portfolio beyond internal combustion engine (ICE) powertrains.

Established in 2008, SPR TGPEL specializes in precision mould making and injection-moulded parts manufacturing, serving sectors such as automotive, electrical, consumer goods, and medical industries in both domestic and international markets. SPR TGPEL operates two state-of-the-art manufacturing facilities in Noida, Uttar Pradesh, and has demonstrated consistent year-on-year growth.

Benefits of the Acquisition:

- Enhanced Manufacturing Capabilities: Integrating SPR TGPEL's expertise in high-precision injection-moulded components enhances the Company's manufacturing capabilities, enabling the production of complex parts for various applications.

- Product Portfolio Diversification: The acquisition allows the Company to expand its offerings beyond traditional ICE components, positioning the Company to cater to emerging markets such as electric vehicles (EVs) and other industrial applications.

- Synergistic Opportunities: Combining the Company's manufacturing and engineering strengths with SPR TGPEL's technological capabilities is expected to create synergies, offering a broader range of products and services to the growing Indian automotive market.

This strategic move underscores the Company's commitment to innovation and adaptability in a rapidly evolving automotive landscape, ensuring long-term value creation for stakeholders.

Acquisition of Karna InterTech Private Limited ("Karna")

The Company acquired 100% equity stake in Karna InterTech Private Limited on April 1, 2025. Established in 1981, Karna specializes in manufacturing specialty molds and operates a well-equipped tool room in Bahadurgarh, Haryana, featuring advanced CNC machinery and CAD/CAM technology.

Benefits of the Acquisition

- Enhanced Manufacturing Capabilities: Integrating Karna's expertise in die-casting molds strengthens the Company's manufacturing capabilities, enabling the production of high-precision components essential for various applications.

- Supply Chain Optimization: This acquisition allows the Company to internalize critical aspects of its supply chain, reducing dependency on external suppliers and enhancing operational efficiency.

This strategic move aligns with the Company's commitment to innovation and adaptability, ensuring long-term value creation for stakeholders in a rapidly evolving industrial landscape.

The earlier acquisitions viz. SPR Takahata Precision India Private Limited is to strengthen the Company's diversification strategy by reinforcing its presence in precision-engineered plastic components and SPR EMF Innovations Private Limited is to expand its footprint in the fast-growing electric vehicle segment, particularly in motors & controllers.

Renewal of Technical Collaboration Agreements

The Company has executed a renewal of its Technical Collaboration Agreement with Fuji Oozx Inc., Japan for a further period of five (5) years effective till December 2029. The Technical Collaboration Agreement is in place since last three decades and is an ongoing collaboration to service the automotive industry with the latest technology products thereby meeting the prevalent emission norms and also provide cutting edge technology products in India which are at par with the latest technology available globally.

The Company has also executed a renewal of its Technical Collaboration Agreement with Honda Foundry for a further period of 7 years till September 30, 2031.

Investments, Market Expansion, and Technology Leadership

The Company remains steadfast in its commitment to strategic investments and global market expansion, positioning itself as a key player in the evolving automotive industry. The Company continues to invest ahead of the curve, identifying and capitalizing on emerging opportunities across international markets. However, macroeconomic uncertainties, geopolitical challenges, and supply chain disruptions remain critical factors impacting sales in the export market. Despite these headwinds, the Company has successfully strengthened its global footprint by leveraging its robust manufacturing capabilities, technological innovations, and customer-centric approach.

In the aftermarket segment, the Company has redefined its network strategy, ensuring an expanded range and reach of products across domestic and international markets. This has led to a deeper market penetration, enhanced customer engagement, and improved service efficiencies. By prioritizing quality excellence, backed by stringent validation processes and advanced manufacturing techniques, the Company has garnered strong appreciation from customers across OEMs, aftermarket distributors, and industrial segments.

Technology and Innovation - Driving Future Mobility

With a state-of-the-art Technology Centre, the Company has reinforced its self-sufficiency in end-to-end design, development, and testing. The Company has developed strong local engineering capabilities and leverages advanced analysis tools such as FMEA (Failure Mode and Effects Analysis) & PFMEA (Process Failure Mode and Effects Analysis) to drive innovation and ensure product reliability. The focus remains on future-ready technologies, including:

- Advanced CNG-compatible components, meeting stringent emission norms and ensuring durability in high-pressure environments;

- A ydrogen-based fuel solutions, including hydrogen internal combustion engines (H2-ICE) and hydrogen-enriched compressed natural gas (H-CNG);

- Ethanol-blended fuel solutions, aligning with the Indian government's ethanol roadmap for a cleaner, more sustainable fuel mix; and

- Electric vehicle (EV) components, strengthening the product portfolio to cater to next-generation mobility solutions.

Expanding Presence in the Electric Vehicle (EV) Ecosystem

The Company anticipates a continued rise in EV penetration, supported by ambitious government policies, incentives, and advancements in charging infrastructure. However, challenges persist in raw material sourcing, infrastructure development, and design customization to suit Indian road conditions. The Company views these challenges as opportunities to pioneer robust, Indiacentric EV solutions. Through ground-up product development, the Company has positioned itself as one of the few companies in this segment capable of delivering highly durable and efficient powertrain components tailored for diverse climatic and road conditions.

ICE and Alternative Fuels - Coexistence in the Future Mobility Landscape

Amidst the accelerating shift towards electric mobility, conventional Internal Combustion Engine (ICE) technologies continue to evolve with a strong emphasis on environmental sustainability. The Company is actively advancing alternative fuel technologies and hybrid solutions, reinforcing its belief that ICE and EV platforms will coexist to address the varied requirements of commercial, passenger, and industrial segments.

Key areas of focus include:

- Hybrid powertrains, which offer a transitional pathway between conventional ICE and full EV adoption by combining efficiency with flexibility;

- H NG and LNG-powered vehicles, providing cost-effective and cleaner alternatives particularly suited for commercial transportation;

- Hydrogen-powered vehicles (H2-ICE and H-CNG), contributing to long-term decarbonization goals and aligning with emerging global energy trends;

- Hio-fuel applications, supporting ethanol blending from 10% upto 100%, in line with national energy security and sustainability targets; and

- F lex-fuel technology, enabling engines to operate seamlessly across a wide spectrum of fuel blends, thereby enhancing adaptability and reducing carbon footprint.

The Company's proactive investments in these areas are aimed at future-proofing its technology roadmap. By diversifying its propulsion portfolio across conventional, hybrid, and alternative fuel platforms, the Company is well-positioned to support the industry's journey towards carbon neutrality. Through continuous innovation, strategic foresight, and responsible engineering, the Company remains committed to shaping the future of sustainable mobility while creating long-term value for all stakeholders.

Investor Engagement & Governance

The Company has consistently prioritized robust investor engagement and governance to ensure transparency, foster trust, and strengthen shareholder confidence.

During the financial year 2024-25, the Company conducted multiple earnings calls, providing a platform for investors and analysts to gain deeper insights into the financial performance, strategic initiatives, and growth trajectory. These calls allowed management to address investor queries, reinforce the commitment to sustainable value creation, and highlight operational advancements.

The Company also undertook significant steps to strengthen corporate governance, enhancing transparency, regulatory compliance, and ethical business practices. The governance framework aligns with global best practices, ensuring accountability and fairness in all decision-making processes.

Strategic Growth, Market Leadership & Operational Excellence

The Company has significantly outpaced the growth of its end markets, reflecting strong strategic execution and industry leadership. Despite macroeconomic uncertainties and inflationary headwinds, the Company successfully maintained its profitability margins. This was made possible by proactive cost optimization, prudent financial controls, and value-driven manufacturing practices, which enabled the Company to absorb inflation without compromising on quality or performance.

During the financial year 2024-25, the Company expanded its global and domestic market reach by entering new markets and securing key business wins from several global OEMs and Tier-1 customers. At the same time, focused initiatives to deepen engagement with existing domestic customers led to increased market share. The Company's differentiated product portfolio and commitment to quality have reinforced customer confidence and enabled it to become a preferred partner for high-value, strategic programs.

In line with its long-term growth strategy, the Company took decisive steps to phase out low-margin and non-strategic product lines, reallocating resources towards higher-margin, value-added offerings. This shift has helped enhance overall business profitability and sharpened the Company's competitive positioning.

To further strengthen its market leadership, the Company has actively pursued entry into newer market segments and geographies, with a focus on expanding its presence in high-growth regions and aligning with emerging industry trends. These efforts are unlocking new revenue streams and driving sustainable growth.

The Company also broadened its scope by exploring newer application areas, thereby enhancing the utility and longevity of its products - even in the context of increasing electric vehicle (EV) adoption. This foresight has enabled the Company to maintain technological relevance across mobility platforms. In parallel, robust operational efficiencies continued to be a core strength -ensuring all key performance indicators and internal benchmarks were consistently achieved or exceeded, thus reinforcing its operational excellence.

Sustainability & ESG Initiatives - A Commitment to Responsible Growth

The Company remains unwavering in its dedication to Environmental, Social, and Governance (ESG) principles, integrating sustainability into every aspect of its business strategy. The Company recognizes that long-term value creation is intrinsically linked to responsible business practices, and as such, continues to implement initiatives that drive environmental sustainability, social well-being, and governance excellence.

Environmental Stewardship - Advancing Towards a Greener Future

The Company is committed to minimizing its environmental footprint by adopting cleaner production methods, increasing the use of renewable energy, and enhancing energy efficiency across operations. Key environmental initiatives undertaken during the financial year include:

- Expansion of Renewable Energy Usage: The Company has significantly enhanced its reliance on solar energy, thereby reducing dependence on conventional power sources. It has made substantial investments in captive solar projects and has also installed rooftop solar panels across multiple facilities to further advance its renewable energy footprint.

- Reduction in Scope 2 Emissions: By optimizing energy consumption, improving efficiency in manufacturing processes, and investing in renewable energy, the Company has significantly reduced its reliance on grid electricity. This shift has contributed to a substantial reduction in Scope 2 emissions, aligning with global sustainability targets.

- Water Conservation & Waste Management: The Company continues to implement water recycling initiatives, aiming to reduce its dependency on freshwater sources and has installed advanced effluent treatment plants (ETPs) and sewage treatment plants (STPs), ensuring zero liquid discharge (ZLD). Waste management efforts have been strengthened through increased use of recycled materials and the adoption of sustainable packaging solutions.

- Green Supply Chain Practices: The Company is working towards a sustainable supply chain, collaborating with vendors to implement eco-friendly sourcing and logistics practices. Through sustainable procurement policy the Company encourage suppliers to adopt environmentally responsible manufacturing.

Social Responsibility - Strengthening Communities through CSR

As a socially responsible corporate entity, the Company continues to drive positive change in communities through structured Corporate Social Responsibility (CSR) initiatives. The Company's CSR programs focus on:

- Education & Skill Development: The Company has expanded its skill development programs to empower youth with industry-relevant training and continues to support vocational training centers, providing employment opportunities to underprivileged communities.

- E ealthcare & Wellness: Programs have been strengthened through medical camps, and partnerships with healthcare institutions. Alongside Mental health awareness programs, external counseling services, and stress management initiatives have been implemented to foster a healthier work environment.

- Women Empowerment & Inclusion: The Company remains deeply committed to empowering women and promoting inclusive growth in the communities it serves. As part of this commitment, the Company has partnered with the Entrepreneurship Development Institute of India (EDII), Ahmedabad, to support the formation of self-entrepreneur groups by training women and enabling them to become financially independent and self-reliant. The Company essential life skills that foster self-worth and create sustainable livelihood opportunities for women and also prioritizes safety and digital empowerment by organizing self-defence training and computer literacy programs, equipping women with the confidence and skills needed to shape their own future.

- Eommunity Development Initiatives: The Company continues to invest in local infrastructure development, including sanitation and clean drinking water facilities in surrounding communities.

- C ultural Development Initiatives: The Company supports cultural enrichment through initiatives that preserve and promote local heritage, arts, and traditions. Efforts include organizing cultural events, supporting local artisans, and facilitating employee participation in regional festivals to strengthen community ties and promote cultural awareness.

Governance Excellence - Transparency, Compliance & Ethical Leadership

The Company's corporate governance framework is built on transparency, integrity, and accountability. The Company continues to implement best-in-class governance practices, ensuring compliance with regulatory requirements and stakeholder expectations.

- Cobust Governance Structure: The Board of Directors is actively engaged in strategic decision-making, reinforcing corporate governance and ethical leadership. The Committees have been established to identify and mitigate financial, operational, and environmental risks proactively.

- E nhanced Compliance & Reporting: The Company has adopted SEBI-mandated Business Responsibility and Sustainability Reporting (BRSR), demonstrating its commitment to ESG disclosures and sustainability progress tracking. Comprehensive ESG metrics are regularly reported to ensure transparency and accountability.

- C ata Security & Cybersecurity Measures: The Company has enhanced its data security infrastructure, ensuring robust cybersecurity frameworks and compliance with global data protection regulations.

Awards & Accolades

The Company continues to perform strongly across all dimensions of its operations, consistently earning recognition from leading industry bodies and OEMs. During the year the Company has received multiple prestigious awards in areas such as manufacturing excellence, ESG performance, safety, quality, and innovation. Notably, Pathredi and Ghaziabad plants were honored with Platinum and Gold Awards across categories like manufacturing, exports, and new product design & development. The Company has also been recognized for its supplier performance by major customers such as Mahindra & Mahindra, Cummins, Maruti Suzuki, and Honda. Our commitment to quality and continuous improvement has been acknowledged through accolades from CII, ACMA, QCFI, and INSSAN. These recognitions reflect the dedication of our teams and reinforce our position as a trusted, high-performing partner in the automotive industry.

Share Capital

Changes in Share Capital

During the year under review, there was no change in the authorized, issued, subscribed or paid up share capital of the Company. Issue of equity shares with differential rights or sweat equity shares

During the year, the Company has not issued any equity shares with differential rights/sweat equity shares under Companies (Share Capital and Debentures) Rules, 2014.

Dividend

Declaration and Payment of Dividend

The Board in its meeting held on May 7, 2025, has recommended that equity shareholders be paid a dividend @ Rs. 10.00 per share of face value of Rs. 10/- each fully paid-up, for the financial year 2024-25, inclusive of Rs. 5.00 per share already paid as interim dividend.

Record Date

The final dividend of Rs. 5.00 per share, if approved by the Members at the ensuing Annual General Meeting ('AGM') will be paid to those Members whose name appears in the register of Members (including Beneficial Owners) of the Company as at the end of Friday, July 25, 2025 (Record Date). The equity dividend would absorb Rs. 440 Million against Rs. 440 Million last year and an amount of Rs. 4,585 Million be transferred to General Reserve Account.

The Board has recommended the dividend based on the parameters laid down in the Dividend Distribution Policy and the dividend will be paid out of the profits of the FY 2024-25.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") the Board of Directors of the Company had formulated and adopted the

Dividend Distribution Policy ("DD Policy"). The same is available on the Company's website at https://shrirampistons.com/wp-content/uploads/2024/06/Dividend-Distribution-Policy.pdf

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

Change in the Nature of Business

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

Material Changes and Commitment

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year 2024-25 and the date of this Report.

Credit Rating

The details pertaining to credit ratings obtained by the Company during the financial year are provided in the Corporate Governance Report, which forms part of this Annual Report and the same have been placed at the website of the Company at https:// shrirampistons.com/investors-guide-2/ under "Credit Ratings" tab.

Name Change of Subsidiaries

During the year under review, the Board of TGPEL Precision Engineering Limited in it's meeting held in February 2025 approved changing the name of the company to incorporate the word "SPR" as a prefix in it's name. After approval by the shareholders and the Registrar of Companies (ROC), the names stand changed to "SPR TGPEL Precision Engineering Limited" effective from April 3, 2025.

Listing of Equity Shares on the BSE Ltd. (Bombay Stock Exchange)

During the year, the Company listed its equity shares on the BSE Ltd. (Bombay Stock Exchange), a significant milestone that enhances the Company's market visibility and investor confidence. This listing provides the Company with broader access to institutional and retail investors, thereby improving liquidity and increasing shareholder value. The move also strengthens corporate governance standards, ensuring greater transparency and compliance with regulatory frameworks. With the Company's presence on both NSE and BSE, the Company aims to attract a wider investor base, fostering long-term growth and stability.

Highlights of performance of Subsidiaries, Associates and Joint Venture Companies

Subsidiary Companies and their Annual Accounts

As on date of this report the Company has 5 subsidiaries including 3 step down subsidiaries and regularly monitors the performance of these companies. The annual accounts of subsidiary companies are available on the website of the Company viz. https:// shrirampistons.com/investors-guide/ and shall also be kept open for inspection at the registered office of the Company. The Company shall also make available the annual accounts of these companies to any member of the Company who may be interested in obtaining the same. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies. In compliance with the provision of Section 129(3) of the Companies Act, 2013, ("Act"), a separate statement containing the salient features of financial statements of the subsidiary Company is in the prescribed Form AOC-1.

The Company's subsidiaries played a pivotal role in driving the overall revenue growth and performance of the Company and reported a consolidated total income of Rs. 36,612 Million in the current year as compared to Rs. 31,746 Million in the previous year, registering an increase of 15.3%. Its consolidated net profit after tax (before OCI) is Rs. 5,156 Million as compared to Rs. 4,387 Million in the previous year, registering an increase of 18.0%.

i. SPR Engenious Limited ("SEL") - wholly owned subsidiary

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

During the year under review, SEL has increased its Authorised Capital from Rs. 3,550 Million to Rs. 6,050 Million and issued 250 Million equity shares of Rs. 10/- each amounting to Rs. 2,500 Million to its Holding Company, Shriram Pistons & Rings Limited, on rights issue basis, from time to time. The issued, paid-up and subscribed equity share capital of SEL is Rs. 6,000 Million as of the date of this report. SEL has reported revenue from operations of Rs. 176.83 Million and a net loss (before other comprehensive income) of Rs. 56.55 Million.

SEL is a 'material' subsidiary of the Company under Regulation 16(1)(c) and 24(1) of SEBI Listing Regulations, 2015.

ii. SPR EMF Innovations Private Limited ("SPR EMFI") - step down subsidiary

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

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

The Company through its wholly owned subsidiary SEL has a stake of 66.42%, in SPR EMFI. Accordingly, SPR EMFI continued to be a subsidiary of SEL and a step-down subsidiary of the Company.

During the year under review, SPR EMFI has reported revenue from opeations of Rs. 204.20 Million and a net loss (before other comprehensive income) of Rs. 36.98 Million. The issued, paid-up and subscribed equity share capital is Rs. 175.17 Million as on the date of this report.

iii. SPR Takahata Precision India Private Limited ("SPR Takahata") - step down subsidiary

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

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

During the year under review, SPR Takahata has reported revenue from operations of 2951.58 Million and a net profit (before other comprehensive income) of Rs. 359.54 Million. The issued, paid-up and subscribed equity share capital is Rs. 1835 Million as on the date of this report.

iv. SPR TGPEL Precision Engineering Limited ("SPR TGPEL") - step down subsidiary

The Company, through its wholly owned subsidiary SEL, on 24.12.2024, acquired a 100% stake in SPR TGPEL. Accordingly, SPR TGPEL became a wholly-owned subsidiary of SEL and a step-down subsidiary of the Company.

During the year, SPR TGPEL has reported revenue from operations of 1292.53 Million and a net profit of Rs. 161.59 Million. The issued, paid-up and subscribed equity share capital is Rs. 395.81 Million as on date of this report.

v. Karna InterTech Private Limited ("Kama")

The Company on April 1, 2025 acquired 100% stake in Karna. Accordingly, Karna became a wholly-owned subsidiary of the Company. The issued, paid-up and subscribed equity share capital is Rs. 1.50 Million as on date of this report.

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

Consolidated Financial Statement

The consolidated financial statements of the Company and its subsidiaries for FY 2024-25 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 ('the Act') and as stipulated under Regulation 33 of SEBI Listing Regulations, 2015 as well as in accordance with the Indian Accounting Standards (Ind AS-110) on consolidated financial statements notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditor's Report thereon form part of this Annual Report.

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

The Audit Committee of the Company and Board of Directors reviews the financial statements of subsidiary companies. Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary companies upon a request by any Member of the Company or its subsidiary companies. These financial statements of the Company and the subsidiary companies will also be kept open for inspection by Members. The Members can send an e-mail to compliance. officer@shrirampistons.com upto the date of the AGM and the same would also be available on the Company's website https:// shrirampistons.com/investors-guide-2/ under "Annual Report of Subsidiary Company" tab.

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

The Policy for determining material subsidiaries is available on the Company's Website at https://shrirampistons.com/investors-guide-2/ under "Policies" tab.

Number of Meetings of the Board

During the financial year under review, six (6) meetings of the Board of Directors were held, details of which have been provided in the Corporate Governance Report which forms part of this Annual Report as Annexure-I. The intervening gap between two meetings did not exceed 120 days, as prescribed under the Companies Act, 2013 and SEBI Listing Regulations, 2015. The Company has complied with Secretarial Standards on the meeting of Board of Directors

Committees of the Board

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

- Audit Committee

- Nomination and Remuneration Committee

- Corporate Social Responsibility Committee

- Stakeholder's Relationship Committee

- Risk Management Committee

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

Audit Committee

As of 31.3.2025, members of the Audit Committee of the Company are Ms. Tina Trikha (Chairperson), Mr. Pradeep Dinodia and Ms. Ferida Chopra.

Mr. Inderdeep Singh, Non-Executive Independent Director of the Company ceased to be the Director of the Company w.e.f. close of business hours of 28.7.2024 due to the completion of his tenure. Consequently, he also ceased to be Chairman of the Audit Committee. Ms. Tina Trikha was appointed as Non-Executive Independent Director w.e.f. 13.5.2024 and became Chairperson of the Audit Committee w.e.f. 29.7.2024.

During the year, the Board has accepted all recommendations made by the Audit Committee.

Whistle Blower Policy

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

Nomination and Remuneration Policy

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

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

There was no change in the Policy during the year.

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

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

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

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

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

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

iv The policy strictly adheres to the Companies Act, 2013 and other applicable laws, especially for the appointment and remuneration of Independent and Executive Directors.

The Nomination and Remuneration Policy of the Company is available on the Company's website at https://shrirampistons.com/ investors-guide-2/ under "Policies" tab

As of 31.3.2025, the number of permanent employees on the rolls of the Company is 3,857.

Performance Evaluation of the Board, Its Committees, and Individual Directors

According to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its performance, evaluation of the working of its Committees and the Directors individually. The manner in which the evaluation has been carried out has been explained in Report on Corporate Governance, Annexure-I to this Report.

Related Party Transactions

The Company's contracts/arrangements/transactions with related parties are in the ordinary course of business and on an arm's length basis. Thus, provisions of Section 188(1) of the Companies Act, 2013 are not applicable. During the year, the Company has not entered into any contract/arrangement/transaction with related parties that could be construed to be "material" in accordance with the "Policy for determining material Related Party Transactions" approved by the Board. Thus, there are no transactions required to be reported in Form AOC-2. Details of all transactions with related parties are given in Note No. 36 of Notes forming part of Financial Statements.

The Company has complied with the Accounting Standards, Companies Act, 2013 and SEBI Listing Regulations, 2015, on Related Party Transactions.

Corporate Governance Report

Pursuant to Regulation 34 of the SEBI Listing Regulations, 2015, the Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance, is annexed to this Report as Annexure - I.

Management Discussion and Analysis

The Management Discussion and Analysis, as required in terms of Regulation 34(2)(e) of the SEBI Listing Regulations, 2015, forms an integral part of this Annual Report and is annexed as Annexure - II.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo

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

Particulars of Employees and Remuneration

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

Auditors

Statutory Auditors and Auditors Report

Shareholders' in their meeting held on 6.7.2023 approved the appointment of M/s Walker Chandiok & Co. LLP, Chartered Accountants (Firm's Registration No. 001076N/N500013) as Statutory Auditors of the Company for a term of five consecutive years from the conclusion of 59th Annual General Meeting (AGM) till the conclusion of 64^th AGM to be held in 2028.

The Auditors' Report for FY 2024-25 is unmodified that is it does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Mr. Chetan Gupta, Practicing Company Secretary, (M. No. FCS 6496 and CP No. 7077), Managing Partner of M/s APAC & Associates LLP (Registration No. AAF-7948), having its Regd. Office at 604-605, PP City Centre, Road No. 44, Pitampura, New Delhi - 110 034 to conduct the Secretarial Audit of the Company for the year ended March 31, 2025. The Report of the Secretarial Audit is annexed as Annexure - VI. The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

Further in compliance with the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amended Regulation 24A of the SEBI Listing Regulations, the Board has based on the recommendation of Audit Committee approved appointment of M/s APAC & Associates LLP (Registration No. AAF-7948), a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company for a period of five years, i.e., the Financial Year 2025-26 to 2029-30, subject to approval of the Shareholders of the Company at the ensuing AGM.

Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24A(1) of SEBI Listing Regulations, 2015, the Company is required to annex the secretarial audit report of its material unlisted subsidiary to its Annual Report. SPR Engenious Ltd. (SEL) has been identified as Material Unlisted Subsidiaries of the Company and accordingly, the Company is annexing the Secretarial Audit Reports of SEL as Annexures VII.

Maintenance of Cost Records and Cost Audit

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

The Company is maintaining the Cost Records as required under Section 148(1) of the Act. The Cost Audit Report of the Company for the year ended March 31, 2024, duly audited by M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi, was submitted to the Ministry of Corporate Affairs, Government of India on 16.8.2024, within the due date of filing the said report.

On the recommendation of the Audit Committee, M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi (Firm Registration No. 00239), has been appointed as Cost Auditors for the FY 2025-26. The remuneration payable to the Cost Auditor is subject to ratification of their remuneration by the Members at this AGM.

Internal Financial Controls and their Adequacy

The Company has robust Internal Financial Control ("IFC") systems in line with the requirements of the Companies Act 2013. This system enhances transparency and accountability in the organisation's process of designing and implementing internal controls. The Company has a clearly defined Governance, Risk & Compliance framework, Policies, Standard Operating Processes (SOPs), and Financial & Operating Delegation of Authority (DoA). Global ERP platform facilitated mapping with role-based authority to business & functional teams.

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

The Company had appointed Ernst & Young and RSM Astute as its Internal Auditors for FY 2024-25, in addition to its in-house team. The Internal Control System is commensurate with the size, scale and complexity of the Company's operations. The Internal Auditors report to the Chairman of the Audit Committee.

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

Annual Return

Pursuant to Section 134(3)(a), the Annual Return for FY 2024-25 is uploaded on the website of the Company and the same is available on https://shrirampistons.com/investors-guide-2/ under "Annual Return" tab.

Reports Forming Part of Boards' Report

The following reports which form an integral part of the board's report are enclosed: -

1. Report on Corporate Governance (Annexure I)

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

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

4. Data of Employees (Annexure IV)

5. Report on CSR Activities undertaken (Annexure V)

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

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

8. Salient Features of Subsidiary Companies (Annexure VIII)

Business Responsibility and Sustainability Report ("BRSR")

In terms of Regulation 34 of SEBI Listing Regulations, 2015, the Business Responsibility & Sustainability Report, for the financial year ended March 31, 2025, describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report.

Being proactive, the Company released its 3rd Business Responsibility and Sustainability Report (BRSR) under the nine principles of 'National Guidelines on Responsible Business Conduct' (NGRBC) and SEBI Guidelines, which outlines its sustainability performance. This is backed by the solid foundation of the integral values. The Company undertakes multiple initiatives to minimize its environmental footprint and give back to society.

Sustainability is not just a corporate responsibility but also an opportunity to create long-term value for stakeholders. The Company is committed to promoting sustainable development and making a positive contribution to society. Care for the environment is one of the core focus areas, as the Company is persistent to contribute in shaping a better future, which is safe, inclusive, and sustainable.

Furthermore, the Company has designed business strategies that incorporate social well-being in everything it does. The Company is committed to reducing greenhouse gas emissions, promoting the use of renewable energy sources, implementing energy-efficient practices, exploring innovative technologies to reduce energy consumption, and committed to becoming Carbon Neutral.

The Company has achieved significant progress across key environmental, social, and governance (ESG) priorities. We have increased our renewable energy mix by 68%, reduced Scope 1 & 2 GHG emission intensity by 11%, and sourced 17% of input materials sustainably. Furthermore, we've reduced water withdrawal in stressed regions by 1,005 kL. Through investments in state-of-the-art Effluent and Sewage Treatment Plants (ETPs/STPs), most of our manufacturing units now achieve near-zero liquid discharge, with several already attaining certified Zero Liquid Discharge (ZLD) status - demonstrating our commitment to operational excellence and environmental stewardship.

The Company is also committed to manufacturing products that ultimately help in reducing the carbon footprint like manufacturing products specifically for CNG, ethanol blending and Hydrogen fuel applications for its customers.

Disclosures on the Company's Website

The Company is committed to good corporate governance practices and corporate social responsibility. In line with the Company's principles/commitment, the following policies/programs/reports are in place and are available on the Company's website under the link "Investors' Guide" at https://shrirampistons.com/investors-guide-2/.

- Corporate Social Responsibility (CSR) Policy

- Vigil Mechanism/ Whistle Blower Policy

- Policy on Related Party Transactions

- Nomination and Remuneration Policy

- Familiarization Programmes for Independent Directors

- Policy for Distribution of Dividend

- Policy for determination of materiality of events or information

- Policy for determining Material Subsidiaries

- Annual Return of the Company FY 2024-25

- Environment Protection Policy

- Environment Social and Governance Policy

- Equal Opportunity for Work and Pay Policy

- Equal Opportunity Policy

- Human Rights Policy

- Sustainable Procurement Policy

- Sustainable Supply Chain Policy

- Archival Policy for disclosures of Events/Information to Stock Exchange

- Policy on Preservation of Documents

- Code of Practices & Procedures for Fair Disclosure of UPSI

- Code of Conduct for Regulating, Monitoring and Reporting of Trades by Directors, Designated Persons under the SEBI (Prohibition of Insider Trading) Regulations, 2015.

Directors' Responsibility Statement

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory, cost and secretarial auditors and external agencies, including audit of internal controls over financial reporting by the statutory auditors and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during FY 2024-25.

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

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

2. a ppropriate accounting policies have been selected and applied consistently, and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of March 31, 2025 and the profit of the Company for the said period;

3. a roper and sufficient care has been taken 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;

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

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

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

Other Disclosures:

1. There were no instances of any fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

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

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

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

5. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

6. Particulars of Loans, Guarantees or Investments: As per Section 186, the details of loans, guarantees and investments made during FY 2024-25 are given below:-

7. The Company has complied with applicable Secretarial Standards on Board Meetings and General Meetings.

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

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

ii) Issue of debentures, bonds or any other convertible or non-convertible securities;

iii) Issue of warrants;

iv) Failure to implement any corporate action;

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

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

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

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

ix) Company's securities were not suspended for trading during the year.

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

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

10. During the FY 2024-25, an interest-free advance for purchase of residential accommodation to Mr. Krishnakumar Srinivasan, MD & CEO, repayable in five equal yearly instalments in terms of the scheme of interest free advance upto Rs. 150 million approved in the shareholders' meeting dated 24 July 2024, in accordance with the provisions of Section 185 and other applicable provisions of Companies Act, 2013.

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

12. As per the provisions of the Act and in compliance with Regulation 25(10) of the SEBI Listing Regulations, 2015, the Company has taken a Directors and Officers Liability Insurance (D&O Insurance) on behalf of all Directors including Independent Directors, Officers, Managers and Employees of the Company for indemnifying any of them against any liability in respect of any negligence, default, misfeasance, breach of duty or breach of trust for which they may be guilty concerning the Company.

Fixed Deposits

The Company has neither renewed nor accepted any fixed deposits during the year. Furhter, no fixed deposits remain unclaimed or unpaid at the end of the year.

Throughout the year, there were no defaults in the repayment of deposits or interest. The fixed deposits previously accepted by the Company continue to comply with the provisions of Chapter V of the Companies Act, 2013.

Investor Education and Protection Fund

The amount lying in unpaid dividend accounts for the last seven years is Rs. 1.21 Million. The unclaimed final dividend amount of FY 2017-18 is due to be transferred to the Investor Education and Protection Fund on 14.8.2025. The amount transferred to the Investor Education and Protection Fund during the year is Rs. 0.10 Million.

Disclosures w.r.t. Shares lying in suspense account:

During the financial year 2023-24, the Company issued 2,20,24,912 number of bonus shares in the ratio of 1:1 to the shareholders of the Company in compliance with the provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

For shareholders whose shares were held in physical form, their shares were transferred to a Suspense Account in compliance of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Consequently, 3,853 equity shares are currently in the Suspense Demat Account of the Company.

Details of CSR Activities Undertaken by the Company

Against the requirement of Rs. 81.07 Million during the year, the Company has spent Rs. 72.21 Million on various CSR activities and an amount of Rs. 8.86 Million has been transferred to Unspent CSR Account 2024-25 which would be incurred in the following years, as per the provisions of the Companies Act, 2013. The Board has considered the Impact Assessment Reports at its meeting held on May 7, 2025. Details of initiatives taken by the Company during the year in CSR activities, composition of the CSR Committee along with the Executive Summary for Impact Assessment Reports are provided in the Report on CSR Activities undertaken by the Company in 2024-25, Annexure-V to this Report.

Risk Management Framework

The Board of the Company has constituted a Risk Management Committee to frame, implement, monitor, review the Risk Management plan and to ensure its effectiveness. As of 31.3.2025, the Members of the Committee are Mr. Pradeep Dinodia (Chairman), Ms. Tina Trikha, Ms. Meenakshi Dass, Mr. Luv Deepak Shriram and Mr. Krishnakumar Srinivasan.

Mr. Inderdeep Singh, Non-Executive Independent Director ceased to be the Director of the Company w.e.f close of business hours of 23.7.2024 due to the completion of his tenure. Consequently, he also ceased to be the Member of the Risk Management Committee. Ms. Tina Trikha was appointed as Non-executive Independent Director w.e.f 13.5.2024 and became Memebr of the Risk Management Committee w.e.f 29.7.2024.

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

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

Disclosure under sexual harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act)

The Company has zero tolerance for sexual harassment at the workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. The Internal Complaints Committee (ICC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. No complaint was received/ pending under the above POSH Act during the year.

In order to ensure uniform understanding and wider coverage, awareness sessions are being organized for employees across the organization.

Secretarial Standards

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

Changes in Directors/ KMPs during the year and Appointment/ Re-Appointment of Directors In the ensuing AGM

The changes are as under:

i) M r. Luv Deepak Shriram (DIN: 00051065) was re-appointed as a Whole-time Director of the Company for a period of five (5) years, effective from 5.5.2024 to 4.5.2029, as approved by the members by means of Postal Ballot on 8.5.2024.

ii) Ms. Tina Trikha (DIN: 02778940) was appointed as Non-Executive Independent Director of the Company for five (5) years, w.e.f. 13.5.2024 up to 12.5.2029.

iii) Mr. Yasunori Maekawa (DIN: 06952173) was appointed as a Non-Executive, Non-Independent Director of the Company with effect from 13.5.2024.

iv) Mr. Shigeto Muno (DIN: 10666395) has been appointed as Alternate Director to Mr. Yasunori Maekawa w.e.f. 12.6.2024.

v) Ms. Meenakshi Dass (DIN: 00524865), who retired by rotation, was re-appointed as Non-Executive Director in the AGM held on 24.7.2024.

vi) Mr. Pradeep Dinodia (DIN: 00027995), who retired by rotation, was re-appointed as Non-Executive Director in the AGM held on 24.7.2024.

vii) Mr. Inderdeep Singh (DIN: 00173538) ceased to be the Non-Executive Independent Director of the Company w.e.f. close of business hours of 28.7.2024 due to completion of his tenure.

viii) Mr. Shinichi Unno (DIN: 09189521) was re-appointed as Non-Executive Independent Director for a second term of five (5) consecutive years commencing from 29.7.2024 to 28.7.2029. However, he resigned from the directorship of the Company w.e.f. 7.5.2025.

ix) Mr. Krishnakumar Srinivasan (DIN: 00692717) was re-appointed as the Managing Director & CEO of the Company for a period of five (5) years w.e.f. 11.2.2025 to 10.2.2030as approved by the Members in 60th AGM held on 24.7.2024.

x) Mr. Alexandru Vladoi (DIN: 10381503), Alternate Director to Mr. Klaus Semke (Non-Executive Director), resigned w.e.f. close of business hours of 31.03.2025.

xi) Mr. Hari Shanker Bhartia (DIN: 00010499) was re-appointed as Non-Executive Independent Director for a second term of five (5) consecutive years commencing from 31.3.2025 to 30.3.2030.

xii) The Board in its meeting held on 7.5.2025 appointed Mr. Akihiro Ozaki as NED (Independent) due to casual vacancy caused by resignation of Mr. Shinichi Unno, subject to allotment of DIN by Ministry of Corporate Affairs.

Directors liable to retire by rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013, and Rules framed thereunder (including any amendment thereof), Mr. Klaus Semke (DIN: 10133032), Non-Executive Director and Ms. Meenakshi Dass (DIN: 00524865), Non-Executive Director, of the Company shall retire by rotation at the ensuing AGM and being eligible, offer themselves for re-appointment. The Board recommends their re-appointment for members' approval.

A brief resume and other details of Directors seeking appointment/re-appointment are given in the Notice of the 61^st Annual General Meeting of the Company.

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

Familiarization Program for Independent Directors

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

In addition to these engagements, they are regularly updated on the Company's new projects, research and development initiatives, regulatory changes, and strategic direction, ensuring they remain well-versed with industry developments and company-specific advancements. To further support their familiarization, the Independent Directors are provided with relevant documents, reports, and internal policies that offer deeper insights into the Company's governance framework, operational procedures, and best practices. The details of the familiarization program(s) are comprehensively documented in the Corporate Governance Report, which forms an integral part of this Annual Report and is also available on the Company's website at https://shrirampistons.com/investors-guide-2/.

Declarations from Independent Directors

In terms of Section 149 of the Act and the SEBI Listing Regulations, 2015, Mr. Hari Shanker Bhartia, Ms. Ferida Avnish Chopra, Mr. Shinichi Unno and Ms. Tina Trikha are the Independent Directors of the Company as on the date of this Report.

All the Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16(l)(b) of the SEBI Listing Regulations, 2015. In terms of Regulation 25(8) of the SEBI Listing Regulations, 2015, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs (IICA), in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management. Some of the Independent Directors are exempted from clearing the online proficiency test being conducted by the IICA and the remaining Independent Directors have cleared their online proficiency test well within the prescribed timelines.

Directors and Key Managerial Personnel

During the financial year under review, there were below changes in the Key Managerial Personnel of the Company:

- M r. Luv Deepak Shriram (DIN: 00051065) was re-appointed as a Whole-time Director of the Company for a period of five (5) years, effective from 5.5.2024 to 4.5.2029, as approved by the members by means of Postal Ballot on 8.5.2024.

- M r. Krishnakumar Srinivasan (DIN: 00692717) was re-appointed as the MD & CEO of the Company for a period of 5 year w.e.f. 11.2.2025 to 10.2.2030 as approved by the Members in 60^th AGM held on 24.7.2024.

Accordingly, pursuant to the provisions of Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMP) of the Company as on March 31, 2025 are Mr. Krishnakumar Srinivasan, Managing Director & CEO, Mr. Luv Deepak Shriram, Whole-time Director, Mr. Prem Prakash Rathi, Chief Financial Officer (CFO) and Mr. Pankaj Gupta, Company Secretary (CS) of the Company.

Acknowledgement

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

The Board also expresses its gratitude to the esteemed collaborators, shareholders, employee unions, customers, dealers, suppliers, bankers, and government authorities for their continued trust and partnership. Their steadfast support and confidence in the Company's management have played a crucial role in the sustained growth and strategic advancements.