To,

The Members,

Your directors' present the 64 th Annual Report on the business and operations of Gabriel India Limited ('the Company'), along with the Audited Financial Statements for the financial year ended March 31,2026.

FINANCIAL STATEMENTS SUMMARY

(' in million)

Note: Adjusted EBITDA has been computed after eliminating the non-operational expenses and one-time impact of wage code.

FINANCIAL/PERFORMANCE HIGHLIGHTS Standalone

Your Company recorded net sales of ' 42,329.87 million in financial year 2025-26 as compared to ' 36,432.90 million in financial year 2024-25, a growth of 16.2% . It reported an 18% growth in Adjusted EBITDA to ' 3,826.71 million, largely due to volume growth across all business units viz 2&3 wheelers, passenger cars, commercial vehicles and aftermarket. The Company's profit before tax stood at ' 3,219.44 million, an increase of 13.1% over the financial year 2025-26, after the increased manpower cost due to impact of New Wage

Code, 2019. Profit after tax of the Company was pegged at ' 2,432.09 million in FY 2025-26 as compared to ' 2,118.67 million in the financial year 2024-25. The EPS increased to ' 16.93 per share in financial year 2025-26 from ' 14.75 per share in the financial year 2024-25.

Consolidated

On a consolidated basis, the Company recorded net sales of ' 46,669.33 million during financial year 2025-26 as compared to ' 40,633.81 million in financial year 2024-25, registering a growth of 14.85% . Adjusted EBITDA was ' 4,517.74 million, driven primarily by healthy volume growth

across all major business segments, including two and three wheelers, passenger vehicles, commercial vehicles and the aftermarket. Profit before tax for the year stood at ' 3,361.52 million, reflecting an increase of 2.9% over the previous year, after the increased manpower cost due to impact of New Wage Code, 2019. Profit after tax amounted to ' 2,521.64 million in FY 2025-26 as against ' 2,449.81 million in FY 2024-25. The consolidated earnings per share (EPS) improved to ' 17.55 in FY 2025-26 from ' 17.05 in the previous financial year, underscoring the Company's improved operating and financial performance.

BUSINESS OUTLOOK

In FY 2025-26, the global economy faced complex challenges, prompting the IMF to project a moderated global growth of 3.1% in 2026, down from the 3.4% recorded in 2025. This slowdown was largely driven by escalating geopolitical tensions, particularly the conflict in West Asia, which disrupted critical global shipping routes and added upward pressure on energy and raw material costs. While lower tariff rates and certain resilient economic data provided some offset, the broader global manufacturing environment continued to grapple with supply chain realignments, inflation management, and evolving trade policies.

Amidst these global headwinds, India reinforced its position as a resilient and rapidly expanding economic powerhouse. The Indian economy's real GDP is estimated to have grown by a robust 7.6% in FY 2025-26, a notable acceleration from 7.1% in the preceding year. This exceptional performance was supported by strong rural consumption bolstered by a favourable agricultural harvest, a buoyant manufacturing sector, and sustained government capital expenditure. A stable macroeconomic environment, marked by historically low retail inflation that averaged just 1.7% between April and December 2025, further strengthened consumer confidence and domestic demand.

India's automotive industry mirrored this economic strength, delivering a landmark year across the board. Overall domestic vehicle sales reached a seven-year high of 28.2 million units, reflecting a strong 10.4% year-on-year increase. Passenger Vehicle sales hit an all-time record of 4.64 million units, driven by sustained demand for SUVs and the structural affordability benefits introduced by the GST 2.0 rate rationalization. The Two-Wheeler and Commercial Vehicle segments also showcased robust recoveries,

growing by 10.7% and 12.6% respectively. Furthermore, the Electric Vehicle transition accelerated significantly, with the industry clocking over 2.45 million EV retail sales, including a record 1.4 million electric two-wheelers.

Looking ahead to FY 2026-27, the Indian economy's real GDP growth is projected to remain steady in the range of 6.8% to 7.2%. The automotive sector is expected to maintain its positive trajectory, supported by strong macroeconomic fundamentals, improving rural income visibility, and the government's continued push towards green mobility and localization through schemes like PM E-DRIVE and PLI. However, the industry remains cautiously optimistic, maintaining vigilance against potential supply chain friction and commodity inflation risks stemming from prolonged geopolitical conflicts in the Middle East.

Gabriel India remains focused on executing its strategic evolution from a legacy suspension manufacturer into a highly diversified flagship mobility and technology solutions conglomerate. Through the successful implementation of our Composite Scheme of Arrangement and new strategic joint ventures in sunroof systems, automotive fasteners, and advanced e-thermal fluids, we are unlocking long-term value and significantly expanding our addressable market. Backed by a relentless commitment to engineering excellence, operational resilience, and sustainability, the Company is aggressively advancing its localization programs-targeting 60% domestic value addition in premium components- while simultaneously developing advanced light weighting technologies to support OEMs in meeting the upcoming CAFE 3 emissions norms.

OPERATIONS AND STRATEGIC MOVES

FY 2025-26 was a year of strong operational performance and strategic advancement for Gabriel India. The Company delivered record revenues, broadened its product portfolio, strengthened customer relationships, and expanded its manufacturing capabilities.

During the financial year 2025-26, the Board of Directors, at its meeting held on June 30, 2025, approved (subject to requisite statutory, regulatory and other approvals) a Composite Scheme of Arrangement ("the Scheme") aimed at restructuring and consolidating the Group's business operations. The Scheme involves the merger of the business undertaking of Anchemco India Private Limited ("Anchemco"), a fellow subsidiary, into Asia Investments

Private Limited ("AIPL"), the immediate Holding Company, followed by the demerger and transfer of the Automotive Undertaking of AIPL, as defined under the Scheme. The Automotive Undertaking of AIPL comprised of the business of Anchemco (engaged in manufacturing of brake fluids, radiator coolants, diesel exhaust fluid (DEF)/ad-blue, and PU/PVC based adhesives) and investments in Dana Anand India Private Limited, Henkel ANAND India Private Limited and ANAND CY Myutec Automotive Private Limited.

Pursuant to the approval of the Scheme by the Board, the Company received the requisite observation letters from the Stock Exchanges. The Scheme was also approved by the Members of the Company with the requisite majority on March 18, 2026. The final hearing in respect of the Scheme was completed on April 24, 2026. The Hon'ble NCLT, Mumbai Bench, sanctioned the Scheme on May 11,2026. Upon filing of e-Form INC-28 with the Registrar of Companies on May 22, 2026, the Scheme became effective from that date ("Effective Date").

This reorganisation represents a key strategic step in strengthening and realigning the Group's operating structure to support long-term growth and value creation. Upon completion of the amalgamation and subsequent demerger, the Company will transition from a monoproduct suspension-focused entity to a diversified mobility solutions provider, with an expanded presence across automotive components, electric vehicle (EV) products, fluids, and industrial solutions. This diversification is expected to mitigate product concentration risk, deepen and broaden customer relationships, and enhance the Company's positioning with global original equipment manufacturers (OEMs).

The restructuring is also expected to streamline the corporate structure by eliminating intragroup transactions, improving cash flow efficiency and enabling more effective capital allocation. The consolidation of businesses is anticipated to unlock operational synergies, achieve cost efficiencies and strengthen overall financial performance. The Board firmly believes that the successful implementation of the Scheme will enhance organisational agility, improve competitiveness, and create sustainable longterm value for all stakeholders.

As part of its strategic expansion and portfolio diversification initiatives, the Board of Directors, at its meeting held on July 09, 2025, approved the execution of a Joint Venture Agreement and Share Subscription Agreement with Jinos Co., Ltd., a corporation incorporated under the laws of South Korea, for the purpose of undertaking the business

of engineering, designing, developing, manufacturing, importing, assembling, marketing, sales and distribution of fasteners for automotive and industrial applications through Jinhap Gabriel Auto India Private Limited ("JGAIPL"), (formally known as Jinhap Automotive India Private Limited). This collaboration is aimed at enabling the Company to tap into the high growth fasteners segment by leveraging the technical expertise, manufacturing capabilities and global reach of its joint venture partner, while also enhancing backward integration opportunities and strengthening its position within the automotive value chain. During the year, all conditions precedent under the joint venture arrangements were duly fulfilled, and equity shares of JGAIPL were allotted to the Company and Jinos in the ratio of 51:49 respectively; accordingly, with effect from February 27, 2026 (the closing date), JGAIPL has become a subsidiary of your Company, which is expected to contribute positively to the Company's longterm growth, competitiveness and stakeholder value.

Additionally, the Board of Directors, at its meeting held on October 07, 2025, approved the formation of a joint venture with SK Enmove Co., Ltd., a corporation incorporated under the laws of the Republic of Korea, to undertake the business of engineering, designing, developing, manufacturing (including through thirdparty toll blending and contract manufacturing), packaging, import, blending, assembly, marketing, sales, distribution and export of engine oils, electric vehicle fluids, shock absorber oil, industrial lubricants, greases and ethermal fluids in mutually agreed territories. Pursuant to the joint venture arrangement, a wholly owned subsidiary of the Company was incorporated under the name "SK Enmove Gabriel India Private Limited" to serve as the joint venture company and the Company proposed an investment of up to ' 29.40 Cr. in one or more tranches, resulting in a 49% equity participation, with the balance 51% held by the joint venture partner. During the year, equity shares were allotted to SK On Co., Ltd. (following the merger of SK Enmove Co., Ltd. into SK On Co., Ltd.) and Gabriel India Limited in the agreed shareholding ratio, thereby operationalising the joint venture. The collaboration is expected to create significant synergies by combining Gabriel India's strong domestic market presence, customer relationships and manufacturing footprint with SK's advanced lubrication technologies, product development capabilities and global expertise, enabling faster portfolio expansion, enhanced innovation in EV and thermal management fluids, improved cost efficiencies through shared infrastructure and sourcing, and stronger positioning in both automotive and industrial

segments, thereby supporting sustainable longterm growth and value creation.

Your Company's unwavering commitment to operational, manufacturing, and sustainability excellence was recognized through several prestigious customer and industry accolades. From customers, we received the DAF Trucks 10 PPM Award for the fourth year in a row, alongside quality awards from Ather Energy and Greaves E-Mobility. Our green initiatives were recognized with the Environmental Initiatives Award from Suzuki Motorcycles and the Clean Energy Champion award from TVS Motor. On the industry side, our plants won multiple ACMA Excellence Awards in safety, ESG, and digitalization. We also secured the SKOCH Award for renewable energy, the CII-ITC Eco Edge Certificate for the Chakan plant, and manufacturing competitiveness honours for our Hosur and Nashik plants.

With a forward-looking product portfolio, deep-rooted OEM partnerships, and a strong foundation in innovation and manufacturing excellence, Gabriel India is well equipped to capitalise on emerging opportunities in the evolving mobility landscape.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Listing Regulations and Section 129 of the Companies Act, 2013 ("Act") read with the rules made thereunder, consolidated financial statements of the Company for the financial year 2025-26 have been prepared in compliance with the applicable accounting standards. The financial statements audited by the Company and its subsidiaries have been approved by the board of directors of respective entities. During the year under review, the Board of Directors reviewed the affairs of the subsidiary companies in accordance with Section 129(3) of the Act. Consolidated financial statements together with the statutory auditor's report thereon form part of this Annual Report.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has three subsidiaries and one associate company as on the date of this report, as detailed below.

Inalfa Gabriel Sunroof Systems Private Limited ('IGSSPL')

Inalfa Gabriel Sunroof Systems Private Limited (IGSSPL') is a wholly owned subsidiary engaged in the business of engineering, designing, developing, manufacturing,

assembly, marketing, sales, and distribution of automotive sunroofs. It recorded a net sale of ' 4,339.45 million in the financial year 2025-26 as compared to ' 4,200.90 million in the financial year 2024-25, a growth of 3.3%. It reported an EBITDA of ' 651 million. The Company's profit before tax stood at ' 317.36 million in the financial year 2025-26. Profit after tax of the Company was pegged at ' 264.83 million compared to ' 343.48 million in the financial year 2025-26. The EPS for the year amounted to ' 9.01 per share in the financial year 2025-26.

Gabriel Europe Engineering Centre BV ('G.E.E.C.')

Gabriel European Engineering Centre BV ('G.E.E.C.') is a wholly owned subsidiary of the Company situated in Belgium. The main activity of G.E.E.C. is to conduct research and to develop, purchase, sell, lease and promote automotive technology and products in a broad sense and which focus, inter alia, on the development and production of shock absorbers. It reported an operating revenue of ' 175.19 million during the said financial year. The Company reported loss after tax for the year of ' 0.10 million.

Jinhap Gabriel Auto India Private Limited ('JGAIPL')

Jinhap Gabriel Auto India Private Limited ("JGAIPL") is a subsidiary company of the Company and is engaged in the business of engineering, designing, developing, manufacturing, import, export, assembly, marketing, sales and distribution of fasteners for automotive and industrial applications.

The Board of Directors of the Company accorded its approval for investment in JGAIPL on July 09, 2025. Subsequently, the Joint Venture Agreement was executed on February 03, 2026, and the Company made its investment in JGAIPL on March 01,2026, in accordance with the terms of the said agreement.

As on March 31, 2026, JGAIPL did not commenced its business operations.

SK Enmove Gabriel India Private Limited ('SGIPL')

SK Enmove Gabriel India Private Limited ("SGIPL") was incorporated on December 18, 2025, initially as a wholly-owned subsidiary of the Company. Pursuant to the Joint Venture arrangement, SGIPL became an associate company of the Company, with the Company's holding 49% of its equity share capital. The said status was achieved by SGIPL on February 27, 2026. As at March 31, 2026, SGIPL has not commenced its business operations.

A report containing the performance, financial position and the contribution of subsidiaries companies to the overall performance of the Company as required by the Companies Act, 2013 (hereinafter referred to the 'Act') is provided as an annexure (Form AOC-1) to the consolidated financial statements and hence are not repeated here for the purpose of brevity.

The audited financial statements of each of the subsidiary companies are also available on the website of the Company at the web-link

The Company's policy for determination of material subsidiaries, as adopted by the Board of Directors, in conformity with regulation 16(1)(c) of the Listing Regulations, 2015, can be accessed on the Company's website at https://

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments during the year under review.

CREDIT RATING

Your Company has obtained the credit rating from CRISIL Limited ("CRISIL') for its banking facilities. The agency has reaffirmed the Company's rating as CRISIL AA/Stable for Long Term facilities.

DIVIDEND

During the year under review your directors declared an interim dividend of ' 1.90 per equity share of ' 1 each (previous year ' 1.75 per equity share of ' 1 each). This dividend amounted to ' 272.92 million (previous year ' 251.37 million). This was distributed to shareholders, whose names appeared on the Register of Members as on November 21,2025.

Your directors further recommended for the approval of shareholders a final dividend of ' 3.10 per equity share of ' 1 each (previous year ' 2.95 per equity share of ' 1 each). Income Tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a

company after April 01,2020, shall be taxable in the hands of members hence the dividend payout is exclusive of dividend distribution tax. The dividend, subject to its declaration, will be distributed to shareholders whose names appear on the Register of Members on Wednesday, August 12, 2026 .

The Company also has its Dividend Distribution Policy which has been approved by the Board of Directors. The said policy is available on the Company's website at URL:

corporate-governance/

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for the financial year 2025-26, after all appropriations and adjustments was ' 13,187.50 million.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, in terms of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 following dividend, corresponding shares and matured deposits along with the accrued interest were transferred to the Investor Education and Protection Fund following due notice to the members. The same can be claimed by the respective investors through the submission of Form IEPF-5.

The list of shareholders is available on Company's website investors/investor-information/ . Future cash benefits like dividends on such transferred shares shall be transferred by the Company to bank account of IEPF authority.

1. Details of unclaimed/unpaid dividend and Corresponding shares transferred to IEPF:

2. During September 2025, an amount of ' 35,453 representing unclaimed interest on matured fixed deposits was transferred to the Investor Education and Protection Fund (IEPF), while there was no unclaimed matured deposit amount.

3. Details of resultant benefit arising out of shares already transferred to IEPF:

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2026, was ' 143.64 million comprising of 14,36,43,940 equity shares of ' 1 each. During the year under review, the Company did not issue any shares and did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on March 31,2026, are as mentioned below:

DEPOSITS

The Company has discontinued the acceptance of deposits with effect from November 09, 2015. Accordingly, no further deposits shall be accepted by the Company under the said scheme. The deposits already accepted under the said scheme up to November 07, 2015, were served till their applicable tenure.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review, Seven (7) Board meetings and Five (5) Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this Annual Report. The intervening gap between the meetings did not exceed the period 120 days as prescribed under the Companies Act, 2013.

COMMITTEES

The Company has the following Committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders' Relationship Committee

- Corporate Social Responsibility Committee

- Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board's Report

MANAGEMENT A. Directors

As on March 31, 2026, there were six Directors on the Board of the Company, consisting of 1 Executive Chairperson, 1 Executive Director, 1 Non- executive Director and 3 Independent Directors.

During the year under review no changes occurred in the composition of the Board of Directors

In accordance with Article 128, 129 and 130 of the Articles of Association of the Company and Section 152(6)(d) and (e) of the Companies Act, 2013, Mr. Mahendra K. Goyal retires by rotation and being eligible, offers himself for reappointment.

B. Declaration of independence and statement on compliance of code of conduct

The Non-executive Independent Directors enlisted below have:

1. Provided a declaration under Section 149(7) of the Companies Act, 2013 that they meet the criteria of independence. The declaration from the said directors is attached as Annexure 'A' to this Report.

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

3. Complied with the Code of Conduct for the Board of Directors, members of Senior Management, and Insiders.

C. Formal Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Regulations of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 ('SEBI (LODR), 2015'), the Board carried out an annual evaluation of its own, its Committees, the Chairperson, and the Directors, individually. A detailed note on the manner of evaluation forms a part of the Corporate Governance Report.

D. Key Managerial Personnel

As on March 31, 2026, the Key Managerial Personnel ('KMPs') of the Company were as follows:

- Mrs. Anjali Singh, Chairperson and Whole Time Director

- Mr. Atul Jaggi, Managing Director

- Mr. Mohit Srivastava, Chief Financial Officer

- Mr. Nilesh Jain, Company Secretary and Compliance Officer

During the year under review, Mr. Rishi Luharuka ceased to be the Chief Financial Officer with effect from May 25, 2025. Subsequently, Mr. Mohit Srivastava was appointed as the Chief Financial Officer with effect from May 26, 2025.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy which was duly approved by the Board in the financial year 2014-15. The remuneration, in all forms, paid to the Executive Directors was in compliance with the said policy. The remuneration to Non-executive Independent Directors in the form of commission and sitting fees was also paid in terms of the said policy. The disclosure of the details of the Nomination and Remuneration Policy forms part of the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Disclosures relating to Loans, Guarantees or Investments, as defined under Section 186 of the Companies Act, 2013, forms part of the Notes to the Financial Statement.

VIGIL MECHANISM

A Vigil Mechanism in the form of an Ethics Helpline and Whistle Blower Policy was established by the Company to trace and deal with instances of fraud and mismanagement. The details/report for the same was directly reported to the Audit Committee Chairperson. A brief note on the Whistle Blower Policy is disclosed in the Corporate Governance Report. The full text of Policy is available on Company's website at URL: uploads/2026/02/Whistle-Blower-Policy.pdf

INTERNAL CONTROLS AND SYSTEMS

The Company has established adequate internal control systems and vigilance systems to commensurate with the size of the business, nature of the business and risk management which are continuously evaluated by professional internal and statutory auditors of repute. The Company continues to improve the present internal control systems by implementation of appropriate policy and processes evaluated based on the Enterprise Risk Management, Internal Financial Controls and Internal Audits. Adequate benchmarking is done to upgrade the same from time to time and such update is based on the changes in the risk factors, probability and impact to the organization. The Company has in place an adequate system to ensure effectiveness, efficacy of operations, compliance with applicable legislation, safeguarding of assets, adherence to management policies and promotion of ethical conduct.

A dedicated legal compliance cell ensures that the Company conducts its business with high standards of legal, statutory and regulatory compliances. The Audit committee reviews the internal control systems and procedures quarterly. The Company maintains a system of Internal Financial Controls ('IFC') designed to provide a high degree of assurance on various business areas such as Inventory, Procure to Pay, Record to Report, Legal, Order to Cash, Fixed Assets, Human Resource, Information Technology regarding effectiveness and efficiency of operations, reliability of financial controls and compliance with laws and regulations. This is done by recording the results of key manual controls status across the Company and retaining the back-up of the same in a common secured server for future reference. The Audit committee periodically evaluates internal financial controls and risk management system.

BUSINESS RISK MANAGEMENT

Like any other industry, the Company faces several business risks. The Company's business is exposed to internal and external risks which are identified and revisited every year. For proper risk management, the Company has Risk Management Policy and a well-defined Risk framework comprising of Risk Governance, Risk Enabled Strategic Processes, Risk Enabled Operational Processes, Coordinated Risk Assurance and Technology Enablement. A Risk Management Committee formed and comprising of two Non-Executive Independent Directors and one Executive Director meets every quarter to monitor various components of the risk framework in compliance to Risk Management Policy, review progress of actions planned and an update of the same is presented to the Board members. The Company has taken necessary actions for risk mitigation in the financial year 2025-26.

The key risks of the organization are as under. The Company has plans to mitigate the same.

Industry Risk

The Company has customer relationships with a large number of OEMs in all business segments - 2&3 Wheelers, Passenger cars, Commercial vehicles and Railways which has substantially mitigated industry risk. Additionally, the Company is continuously widening its exports and aftermarket presence.

Competition Risk

The Company is working closely with customers to develop products collaboratively for their upcoming models. The Company has identified cost leadership as one of the key drivers to combat competition and is working aggressively to retain its cost competitiveness.

The Company is investing in automation and process upgradation, thus strengthening margins in the process. The Company invested in renewable energy with the objective to moderate costs in long term. Company is investing at locations close to customer's location to garner new businesses.

The Company has drawn a technology road map and has taken up various projects under automation initiative to manage and mitigate technology risk arising due to dated software, lack of automation and high dependency of manual efforts.

For improvement of quality, initiatives such as COQ and AHQ have been implemented to aid in managing and mitigating risk of sub-standard product quality that may result in reduction of export volumes/increasing warranty costs.

The Company has developed plan with quarterly targets focusing on developing new products to ensure increase foothold in the market in line with long term strategic plans.

Procurement Risk

The Company has a rationalized vendor base to enhance purchasing efficiencies. The Company has successfully minimized excessive dependence on specific vendors. This was achieved by way of strategic partnerships, alternate sourcing, and vendor consolidation for high-risk vendors.

The Company continues to use e-sourcing to get additional cost reductions from existing/new vendors on a regular basis. Annual cost reduction workshops are continuing to give new avenues to control the raw material costs. Import localization has helped the Company to reduce the strain on margins due to competitive pricing.

Export Risk

The Company commissioned a full-fledged Two Wheelers R&D Centre at Hosur in December 2013 and strengthened its R&D capabilities in its Passenger Cars, Commercial Vehicles and Railways Business Unit at Pune. A modern R&D Technology Center for Passenger Cars and Commercial Vehicles product development was established at Chakan, Pune.

The Company has set up a dedicated team to focus on exports for the regions of South Asia, ASEAN, the Middle East and Latin America. The Company is constantly working on upgrading it's manufacturing processes to meet higher product standards for the export business.

Compliance Risk

The Company has adequate controls to ensure that all transactions are correctly authorised, recorded and reported. Its internal control system is supplemented by an extensive array of internal audits, reviews of findings and assessment of improvement opportunities across business processes, systems and controls. The Company has established compliance software across all Plants and at its registered office to ensure the same. The Company has identified additional risk of statutory and EHS compliance at key vendors for continuous monitoring.

Contingency Risk

This risk can arise due to unanticipated contingencies which may arise due to internal or external factors. The Company has defined Business Continuity Plan ('BCP') and Disaster Recovery Plan ('DRP') to ensure smooth running of business and operation, safeguarding of the assets, employee/ people/visitor health safety and compliances. Adequate controls are updated and documented based on the risk factors, government guidelines, notifications issued from time to time. BCP plan outlines the procedures for immediate management level responses to manage the crisis which includes business recovery strategies. DRP plan outlines specific procedures required to recover and restore critical IT systems during such unanticipated disruptive events.

FRAUD REPORTED BY AUDITOR

During the year under review, no instance of fraud in the Company was reported by the Auditors.

EXPLANATION IN RESPOSE TO THE AUDITORS QUALIFICATION

During the year under review, neither Statutory Auditor nor Secretarial Auditor and Cost Auditor reported any qualifications, reservations, or adverse remarks in their respective reports.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which were either not at an arm's length or not in the ordinary course of business and further could be considered material in accordance with the policy of the Company on materiality of related party transactions. Hence, there is no information to be provided in Form AOC-2, while the particulars of all related party transactions in terms of IND AS 24 forms part of Notes to the Financial Statements provided in this Annual Report.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions was revised in line with the amendment in SEBI (LODR) Regulations, 2015 and the same is available on the Company's website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, there were no significant or material orders passed by regulators or courts of competent jurisdiction that would impact the Company's ability to continue as a going concern.

COMPLIANCE WITH 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.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Secretarial Auditors, confirming the compliance of conditions of Corporate Governance, as stipulated under SEBI (LODR) Regulations, 2015 is annexed thereto.

MANAGEMENT DISCUSSION ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (LODR) Regulations, 2015, the Management's Discussion and Analysis is set out in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's Corporate Social Responsibility Policy is hosted on the website of the Company. The Company has a CSR Committee to monitor adherence to Corporate Social Responsibility Policy and to track transactions related to ongoing/non-ongoing projects etc. A detailed report on the CSR activities inter- alia disclosing the composition of CSR Committee and CSR activities is attached as Annexure 'B-I to this Report. Certification by Chief Financial Officer on disbursement and utilization of Corporate Social Responsibility funds is attached as Annexure 'B - II' to this Report.

The disclosure pertaining to the constitution of the committee and number of meetings held during the year forms part of the Corporate Governance Report which is a part of Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

As required under Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information relating to the foregoing matters is attached as Annexure 'C' to this Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and rules framed thereunder. Through this policy, the Company has constituted a Committee and established a grievance procedure through Internal Complaints Committee ('ICC') for protection against victimization.

During the year under review one complaint of sexual harassment was received and was resolved.

The Company is committed to providing a healthy environment for all its employees conducive to work without the fear of prejudice and gender bias.

MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has duly complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time.

The Company extends maternity benefits, including paid leave of up to 26 weeks to eligible women employees, in accordance with the statutory requirements. Additionally, leave benefits are provided to adoptive and commissioning mothers in compliance with the provisions of the Act.

Where applicable, the Company has made arrangements for creche facilities in line with the thresholds prescribed under the Act. The Company also ensures that no woman employee is discriminated against or terminated on account of her maternity and continues to uphold a safe and inclusive work environment for all employees.

The Company remains committed to promoting gender diversity and supporting the rights and welfare of women employees by ensuring full compliance with applicable labour and welfare legislations.

AUDITORS Statutory Auditors

In the 59 th Annual General Meeting held on August 04, 2021, Price Waterhouse Chartered Accountants LLP (PWC), were appointed as Statutory Auditors of the Company for a period of five years till the conclusion of the 64 th Annual General Meeting of the Company.

The Board of Directors of the Company, at its meeting held on May 27, 2026, has proposed the reappointment of Price Waterhouse Chartered Accountants LLP ("PWC") as the Statutory Auditors of the Company for a second term of five (5) consecutive years, to hold office from the conclusion of the 64 th Annual General Meeting ("AGM") until the conclusion of the 69 th AGM, subject to the approval of the shareholders at the 64 th AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed M/s. Mehta & Mehta, Practicing Company Secretaries, Mumbai, as the Secretarial Auditors of the Company for a period of five (5) consecutive years, commencing from Financial Year 2025-26 to 2029-30, to conduct the Secretarial Audit.

The Secretarial Audit Report for the year under review, issued by M/s. Mehta & Mehta, Practicing Company Secretaries, Mumbai, is annexed to this Report as Annexure 'D1' . The Report is selfexplanatory and does not contain any qualification, reservation or adverse remark.

Further, in terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Audit Report of the Company's material subsidiary, Inalfa Gabriel Sunroof Systems Private Limited, issued by M/s. Mehta & Mehta, Practicing Company Secretaries, Mumbai, is also annexed to this Report as Annexure 'D2' .

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Dhananjay V. Joshi and Associates, Cost Accountants, Pune as Cost Auditors (Registration No. 00030) of the Company for financial year 2025-26 to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014. On recommendation of the Audit Committee, the Board has recommended to the members, as per resolution set in item 5 of the Notice of the forthcoming Annual General Meeting, remuneration payable to the said Cost Auditors. M/s. Dhananjay V. Joshi and Associates have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointments. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return for financial year 2025-26 is available on Company's website at URL: annual-reports/

PARTICULARS OF EMPLOYEES

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 attached as Annexure 'E' .

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on Company's website at URL:

None of the employees listed therein are related to any Director of the Company.

In furtherance to the above, Mrs. Anjali Singh, Whole-time Director of the Company, has received remuneration from Asia Investments Pvt. Ltd., its holding company, for the financial year 2025-26.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

1) In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

2) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2026, and of the Profit of the Company for that period.

3) The Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing/detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts on a going concerning basis.

5) The Directors have laid down internal financial controls followed by the Company and that such financial controls are adequate and operating effectively.

The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS

There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF

There are no such events occurred during the period from April 01,2025, to March 31,2026, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions.

ACKNOWLEDGEMENTS

Your directors wish to thank the collaborators, technology partners, financial institutions, bankers, customers, suppliers, shareholders and employees for their continued support and co-operation.