to the Shareholders

Your Directors present the Sixty Seventh Annual Report together with the audited financial statements of your Company for the year ended March 31, 2026.

Financial Highlights

The revenue from operations for the year was Rs. 5070.27 crores as compared to Rs. 4393.18 crores in the previous year. The financial highlights of the Company for the year are as below:

Rs. in Crores

Appropriation of Profits

The Board of Directors at their meeting held on January 29, 2026 had declared an interim dividend of Rs.5.3/- per equity share for the financial year 2025 - 26 and the same was paid on February 18, 2026.

Your Directors are pleased to recommend a final dividend of Rs. 9.14 per equity share (91.4%) for the year ended March 31, 2026. The dividend recommended, subject to approval of shareholders at the 67^th Annual General Meeting (67^th AGM), will be paid to all the shareholders whose name appear in the register of members as on June 24, 2026 (being the record date fixed for this purpose).

The dividend distribution policy, framed in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI LODR”) and approved by the Board of Directors, is available on the website of the Company at

https://wheelsindia.com/wp-content/uploads/2022/08/dividend-distribution-policy.pdf

The Company proposes to retain the entire amount as surplus in Profit & Loss Account and not to transfer any amount to General reserves.

Share capital

During the year, the paid-up capital of the Company stood at Rs. 24,43,30,120/- consisting of 2,44,33,012 equity shares of Rs.10/- each. There was no change in capital structure of the Company.

Management Discussion and Analysis Report Indian Economy

The Indian economy's real GDP growth in FY26 is estimated to be 7.6%, reaffirming the strong macroeconomic momentum amidst huge global uncertainties. The year was one of two halves, with the first half having slower growth and the second half boosted by GST 2.0 reforms. The RBI cut the policy rates by 125 bps from Feb 2025, the most aggressive easing cycle in the recent past , amidst rising external risks and inflationary pressures. The year ended with some headwinds by way of geo-political tensions in West Asia and supply chain constraints arising from the war. As a result of this, the RBI expects expansion of our economy in FY27 is estimated to be slower at 6.9% due to the on-going geo-political tensions in West Asia and the consequent higher oil prices, and supply constraints. As India imports 85% of its crude requirements and close to half of this through the Strait of Hormuz. The easing of tensions in West Asia is a key determinant of the outlook of the economy in FY27.

The Agricultural sector growth in FY26 is estimated to be 3.1% due to a favourable monsoon. Agricultural and allied activities continue to play a stabilizing role in India's growth cycle by supporting rural demand and income security. The monsoon in FY27 is expected to be below normal due to emerging global weather risk, El Nino and this may have an impact on the crop output and the food inflation.

The CPI inflation projection is pegged at 2.1% for FY26 (Q4FY26 being 3.2%) . The moderation in headline inflation is primarily attributed to the general disinflationary trend in food and fuel prices. For FY27 the CPI inflation is estimated to be 4.6% due to the risk of higher fuel prices and the impact of EL Nino on the monsoon . There are strong headwinds in terms of higher commodity prices in metals and fuel and its derivatives that could push industrial inflation.

Global economy

The global economy in FY26 exhibited moderate yet resilient growth of around 3.3%, driven by emerging economies and technological investments, but faced significant headwinds from US tariffs, geopolitical tensions and energy price volatility. Headwinds are offset by tailwinds from surging investment related to technology in North America and Asia , as well as fiscal and monetary support in many countries.

The growth of the US economy in 2026 is estimated to be at 2.4% against 2.1% in 2025, while Euro region growth is estimated to marginally decline from 2025 estimates of 1.4%.

Outlook for the Asian Economies largely depends on how well the West Asia war may get resolved in the balance part of the year.

Business

Improved affordability driven by GST 2.0 reforms and strong rural incomes, lifted car, truck and agricultural tractor sales notably in the second half of the year, with all three segments growing at over 10%.

Commercial vehicles grew post the GST 2.0 reforms further augmenting freight and replacement demand. On the truck side, the rationalization of GST rates resulted in a mild resurgence of the multi-axle vehicles vis-a-vis tractor trailers. The demand for buses and light commercial vehicles was also strong during the year.

The agricultural tractor segment started FY26 with good growth driven by good monsoons, higher rural incomes and strong state government subsidies. The demand for tractors further strengthened in the second half post the GST 2.0 reforms.

Passenger vehicles had strong growth with lower interest rates, strong rural demand and GST 2.0 reforms improving affordability. This is the 3rd consecutive year of record volumes in the passenger car segment, indicating a structural strength in this segment. Currently over 40% of wheels on passenger cars are cast aluminium.

We continue to invest in capacity and capabilities to match demand across segments.

The bus air suspension had a strong double digit growth in FY26 , with upgradation of state transport corporation fleets and increasing penetration of the e-bus segment. Your company also benefited from higher content with some segments opting for both front and rear suspension systems.

Although all auto segments are strong, the demand for FY27 will depend on easing of geo-political tensions in West Asia, the monsoons (given the risk of El Nino) and inflation.

Your company is a leading supplier to the global construction equipment industry. While demand was muted in India, there was strong demand in the US, which ensured growth in the products we supply the segment - wheels, structural fabrications and hydraulic cylinders. There are tariff related disruptions throughout the year but the business grew despite that. We expect the growth to continue.

Our business supplying fabricated and machined parts to the windmill industry also grew largely due to the fact that we started supplying off-shore windmill manufacturers globally. In the coming year, we will look at expanding our customer base while servicing existing customers.

Performance

Your company's sales performance broadly reflected the trends in various industry segments and sub-segments as enumerated above.. In the last year, we saw a 20% growth of exports in spite of headwinds coming from US tariffs.

The trends in the various industry segments are likely to reflect some growth in the coming year. Despite the global trade uncertainties and geopolitical tensions, we are cautiously optimistic about export prospects largely due to new business under development across segments.

In the year under review, your Company benefited from tighter operational control and stable commodity prices. We continue to work on consolidation of plants across locations to improve cost efficiencies. In the coming year, we see risk of disruption in supply chain, elevated oil and commodity prices due to the ongoing crisis in

West Asia. Your company will continue to work on operational efficiencies to offset this headwind. Your company has increased renewable energy in its energy basket from 58% to 68% in the year under review. We continue to work towards our sustainable goals across the company's operations. Your company continues to work on optimization of working capital and improving its free cash flows.

Your company's subsidiary Wheels India Car Wheels Ltd. saw decent growth and has improved its profitability on the basis of increased volumes, higher capacity utilization and operational cost improvements. This is likely to continue in the coming year.

We entered into a strategic alliance with SHPAC of Korea to give a thrust to our hydraulic cylinder business. Further a technical assistance agreement for cast aluminium wheels was entered into with Topy of Japan to supplement our design and manufacturing capabilities and to gain entry in Japanese OEMS.

The subsidiaries in the US and Europe will drive business development and customer support in those regions.

We continue to work on deeper engagement with our customers, meeting their increasing expectations of us and have over FY26 been recognized by them in their supplier conferences, notably by Caterpillar, Maruti Suzuki, John Deere, Komatsu & Volvo Eicher. We have a renewed thrust on Research and Development and your Company continues to Invest on product and process innovation .

Internal Control Systems

Your Company maintains an adequate and an effective Internal Control System commensurate with its size. The internal control system is supplemented through an extensive internal audit program besides periodic review by the management and the Audit Committee. The Company has in place adequate internal financial controls.

HR and Industrial Relations

Pursuant to the Code of Wages 2019 , which has come into effect from 21st November 2025, the Company has re-assessed the employee benefit obligations. This has resulted in increase in actuarial liabilities towards gratuity to an extent of Rs 7.9 Crore which has been provided for during the year .

Your Company considers the employees as its most valuable asset and has initiated several measures including training & development and streamlining work culture and processes across plants. Company is continuously working on its compensation practices and performance management. We are also working on employee satisfaction surveys and on talent retention.

Industrial relations continue to be very cordial across plants.

Financial performance with respect to operational performance

The gross revenues for FY26 is Rs 5,124.40 Crore against Rs 4,424.86 Crore for FY25. The growth in revenue is 15.8%, mainly due to growth in the automotive business . Our passenger car wheel business, commercial vehicle, tractor business , air suspension business & windmill components and hydraulic cylinders have registered a reasonable growth in FY26.

The EBITDA for FY26 has grown by 20%, to Rs 403.74 Crore against Rs 336.31 Crore in FY25 due to a favourable product mix, softening of commodity prices and effective cost management. Depreciation charge has increased in line with higher capitalization & usage of assets . Interest cost moved up by 1.8% mainly due to higher utilization of working capital facilities , in view of the growth of the business. With the growth in operating margins, the net profit grew by 30.9% to Rs 138.56 Crore.

Business segment wise details

Consolidated Business segment wise revenues and earnings before interest and tax (EBIT) is as follows :

All values are in Rs Crore. GOLY means growth over last year.

In both the segments, your Company had a good growth in revenues, across all the product categories. EBIT of the automotive segment has grown by 23% primarily due to higher volumes, growth of business in profitable segments, effective cost management and lower steel costs. In the industrial component segment, EBIT has grown by 15% due to volume growth and scale effect on a few under performing products/businesses. There will be further scaling up of some of the newer businesses in FY27.

Key Financial Ratios

Further the ratio related to Inventory turn has improved by more than 25% compared to FY25, due to better inventory management ,lower commodity prices and higher sales.

We wish to thank our investors, customers, suppliers, employees and bankers for their continued efforts and support without which we would not be able to achieve what we have in the year gone by. We continue to forge our path to growth, through new opportunities and improved profitability.

Wholly Owned Subsidiary

The Company has incorporated a Wholly Owned Subsidiary (WoS) in the name of M/s. WIL Europe GmbH, in Mannheim, Germany on July 17, 2025. The Company has subscribed towards share capital of WoS in July 2025.

Your Company has a Wholly Owned Subsidiary (WoS) in USA which was established in the previous financial year.

The primary purpose of WoS is to support the parent Company in business development and supply chain activities.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, the consolidated financial statements, drawn up with the applicable Indian Accounting Standards (Ind As), forms part of this Annual Report.

The consolidated profit after tax for the FY 2025-26 was Rs. 158.05 crores and the consolidated net- worth as at March 31,2026 was Rs. 1041.46 crores as on March 31,2026 as against Rs. 112.19 crores and Rs. 922 crores respectively as on March 31,2025.

Subsidiary Companies

WIL Car Wheels Limited (“WCWL”) has achieved a turnover of Rs. 528.14 crores and profit after tax of Rs. 11.69 crores for the year FY ended March 31,2026 as against Rs. 470.86 crores and Rs. 5.00 crores respectively for the FY ended March 31, 2025. The gross revenue of WCWL represents 9.62 % of consolidated turnover of the Company.

WIL USA Inc., (“WIL USA Inc.,”) has achieved a turnover of Rs. 2.25 crores and profit after tax of Rs.0.12 crores for the year FY ended March 31,2026 as against Rs. 0.76 crores and Rs. 0.04 crores respectively for the FY ended March 31,2025. The gross revenue of WIL USA Inc., represents 0.04 % of consolidated turnover of the Company.

WIL Europe GmbH has achieved a turnover of Rs. 0.57 crores and profit after tax of Rs.0.03 crores for the year FY ended March 31,2026. The gross revenue of WIL GmbH Inc., represents 0.01 % of consolidated turnover of the Company.

Associate Company

Axles India Limited (“Axles”) has reported a turnover of Rs. 887.85 crores and profit after tax of Rs.73.24 crores for the FY 2025-26 as against the turnover of Rs. 846.78 crores and profit after tax of Rs. 68.70 crores for the FY 2024-25.

A statement containing salient features of the financial statements of the Subsidiary Company / Associate Company in Form AOC-1 is provided in Annexure - I to this report.

In accordance with the provisions of Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company will be available on the Company's website at www.wheelsindia.com. These documents will also be available for inspection during business hours at the Registered office of the Company.

Deposits scheme

During the year, deposits accepted by the Company from public and shareholders aggregated to Rs.33.17 crores, which are within the limits prescribed under the Act and the rules framed thereunder. The provisions of the Act also mandate that any Company inviting / accepting / renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. The Corporate Governance section contains the details of the credit rating obtained by the Company.

The details relating to deposits in accordance with Chapter-V of the Act are given in Annexure - II forming part of this Report.

Particulars of Loans, Guarantees or Investments

The Company has not given any loan or security or guarantee in terms of Section 186 of the Act. The details of the investments made by Company are provided in the notes to the financial statements.

Credit rating

The Company's financial management and its ability to service financial obligations in a timely manner, has been confirmed by credit rating agencies by their ratings during the year under review. The credit rating details have been disclosed to stock exchanges and made available in the website of the Company. The Corporate Governance section of this Annual Report contains the details of credit ratings obtained by the Company.

Board Evaluation

Pursuant to the provisions of Section 134(3)(p), Section 149(8) and Schedule-IV to the Act, the SEBI LODR, an annual performance evaluation of the Board, the Directors as well as Committees of the Board have been carried out.

The evaluation of the Board and Non-Independent Directors at a separate meeting of Independent Directors were carried out in accordance with the Nomination and Remuneration Policy adopted by the Board. The evaluation was carried out, taking into consideration the composition of the Board and availability of multi-disciplinary skills, commitment to good corporate governance practices, adherence to regulatory compliance, grievance redressal mechanism, track record of financial performance, existence of integrated risk management system, use of modern technology and commitment to corporate social responsibility.

The Board of Directors have also carried out the evaluation of the Directors, performance of Independent Directors and its Committees based on the guidelines prescribed by the SEBI.

Board of Directors, Committees and Management

The composition of the Board of Directors and its Committees are in accordance with relevant provisions of the Act and the SEBI LODR. The Corporate Governance Report is provided in Annexure - VI to this report contains the composition of the Board of Directors of the Company and its Committees.

Re-appointment of Director retiring by rotation

Mr. S Viji (DIN:00139043), Non-Executive Director is retiring by rotation, being eligible, he offers himself for re-appointment. The proposal for his re-appointment as Director is included in the notice convening the 67th AGM.

Cessation of Non-Independent Director (Chairman)

Mr. S Ram (DIN: 00018309) relinquished the directorship in the Company and effective 30^th March 2026 ceased to be the Chairman (Non-Executive Director) of the Company.

The Board hereby express their deep sense of gratitude for the invaluable services, leadership, and guidance provided by Mr. S Ram during his long tenure of more than five decades with the Company , in various capacities , the last being the Chairman of the Board .

Appointment of Chairman

Mr. Srivats Ram (DIN:00063415), Managing Director was elected as Chairman of the Board of Directors of the Company with effect from March 31,2026.

Profile of Directors seeking appointment

Profile of the directors seeking appointment as required to be given in terms of the Secretarial Standards and as per SEBI LODR, forms part of the Notice convening the ensuing 67th AGM of the Company.

Independent Directors

In the opinion of the Board, the Independent Directors fulfill the conditions specified in the Act & SEBI LODR and are independent of the Management.

All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI LODR. They have also confirmed compliance with Section 150 of the Act regarding registration with Independence Directors databank maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel

As on March 31,2026, Mr. Srivats Ram, Chairman & Managing Director, Mr. P Ramesh, CFO and Ms. K V Lakshmi, Company Secretary are the Key Managerial Personnel (‘KMP') of the Company in terms of Section 2(51) of the Act and 2(o) of SEBI LODR.

Remuneration Policy

The Board, based on the recommendations of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management Personnel (“SMP”) and KMP and to fix their remuneration. The Company's policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence are provided in the Corporate Governance Report forming part of this Report. The policy is provided in Annexure - III forming part of this Report.

Corporate Social Responsibility

The Corporate Social Responsibility Committee (“CSR Committee”) monitor and execute the CSR activities of the Company in accordance with Section 135 of the Act read with relevant rules made thereunder and Schedule-VII to the Act. The Board has approved the CSR Policy and guidelines for implementation and the Committee effectively supervises the program. The policy is available on the website of the Company at https://wheelsindia.com/wp-content/uploads/2023/08/CSR-Policy.pdf

The constitution of the CSR Committee and the report as required under the Act are provided in Annexure - IV forming part of this Report.

Risk Management, Internal Financial Control Systems and Audit

Your Company has constituted a Risk Management Committee and has formulated a Risk Management Policy aligned with the requirements of the Act and SEBI LODR. The details of the Committee and the terms of reference are set out in the Corporate Governance Report forming part of the Report.

The implementation of IT based Governance, Risk and Compliance (GRC) software across the multiple locations of the Company has further strengthened the business processes and has significantly supported the internal audit requirement towards achieving a controlled environment.

Your Company maintains an adequate and effective Internal Control System commensurate with its size. These reasonably assure that the transactions are duly authorized and recorded to facilitate preparation of financial statements in line with the established practices and that the assets are secured against any misuse or loss.

The internal control system is supplemented through an extensive internal audit program besides periodic review by the Management and the Audit Committee. The Company has in place adequate internal financial controls.

Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns. The said Policy meets the requirement of the Vigil Mechanism framework under the Act and SEBI LODR and the policy is available in the website of the Company at https://wheelsindia.com/wp-content/uploads/2022/08/vigil-mechanism1.pdf.

Directors' Responsibility Statement

The Directors acknowledges their responsibility of ensuring compliance with the provisions of Section 134(3)(c) of the Act. 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 Act:

a. that in the preparation of the annual financial statements, the applicable Ind AS have been followed along with proper explanation relating to material departures, if any;

b. that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended on that date;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the

Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

The Company has formulated a policy on Related Party Transactions (“RPT”) which is being periodically reviewed by the Audit Committee and approved by the Board. The policy on RPT is available on the Company's website at

https://wheelsindia.com/w[Kontent/uploads/2026/02/Related-Pai1y-TransactiofrPolicv-Version-2-Amended-w.ef.-Januarv-29 -2026-2.pdf

All Related Party transactions that were entered into by the Company during the FY 2025-26, were in the ordinary course of business and on arm's length basis. The Company did not enter into any material transaction with related parties under Section 188 of the Act and the Rules framed thereunder. There are no “Material” contracts or arrangement or transactions at arm's length basis and hence, disclosure in form AOC-2 is not required.

The details of transactions with entities belonging to the Promoter / Promoter Group which holds 10% or more shareholding in the Company is provided in relevant section of the financial statements of the Company.

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI

LODR and the Act. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee for its review.

Meetings of the Board / Committees

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other businesses. The Board / Committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The details of the meetings of the Board as well as the Committees are disclosed in the Corporate Governance Report, forming part of this Report.

Significant and Material Orders Passed by the Regulators or Courts

There were no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations. The changes and commitments, if any, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report is not material so as to have an affect on the financial position of the Company.

Employees and details of Remuneration:

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“Rules”) is provided in Annexure - V forming part of this Report.

The information as per Rule 5(2) and Rule 5(3) of the Rules forms part of this Report. However, as per first proviso to Section 136(1) of the Act and

Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General meeting.

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

The Company is committed to providing an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities. The Company has implemented the POSH Policy across all units and locations, ensuring uniform compliance and effective redressal mechanisms throughout the organization. The Policy adopts a gender-neutral and inclusive approach, while strictly adhering to the statutory framework of the POSH Act, 2013.

The Company has constituted an Internal Committee (IC) in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules framed thereunder. The Internal Committee includes an External Member from a Non-Governmental Organization (NGO) with relevant legal background and experience in women's rights and workplace compliance, as mandated under the Act.

The role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

The Company follows a zero-tolerance policy towards sexual harassment at the workplace and is committed to providing a safe, respectful, and dignified working environment for all employees. Regular awareness programs, training sessions, and preventive measures are undertaken to ensure compliance with the POSH Act and to sensitize employees at all levels.

During the financial year under review:

Number of complaints of sexual harassment received: Nil

Number of complaints disposed of during the year: Nil

Number of complaints pending as on the end of the year: Nil

Gender Diversity Disclosure

In line with the principles of good corporate governance and as encouraged under the guidelines of the Ministry of Corporate Affairs (MCA), the Company places strong emphasis on gender diversity and equal opportunity at the workplace.

The gender-wise composition of employees of the Company as on 31^st March 2026 is as under:

Maternity Benefit Compliance

The Company affirms its commitment to providing a supportive and inclusive workplace for women employees. The Company has implemented all statutory maternity benefits and facilities for eligible women employees.

The Company provides maternity leave, maternity wages, medical bonus, nursing breaks, and other related benefits in accordance with statutory requirements.

The Company ensures that no woman employee is discriminated against on account of pregnancy, maternity leave, or related conditions, and that employment continuity and service benefits are protected during the maternity period.

During the financial year under review, the Company has complied with all applicable provisions and the relevant rules, and there were no instances of non-compliance reported.

Corporate Governance

In accordance with the provisions of SEBI LODR, the Corporate Governance Report is given in Annexure - VI and forms part of this Report.

Statutory Auditor

At the 63rd AGM held on July 13, 2022, the shareholders of the Company had re-appointed M/s. Brahmayya & Co., Chartered Accountants, as the Statutory Auditor of the Company for a second term of five consecutive years i.e. from the conclusion of the 63rd AGM till the conclusion of 68th AGM of the Company. The Company has received the eligibility certificate from the said firm confirming that they are not disqualified to act as Auditor and are eligible to hold office as Auditor of the Company. M/s. Brahmayya & Co., Chartered Accountants, holds Peer Review Certificate No 016551 dated 12.4.2024, issued by the Institute of Chartered Accountants of India

Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Audit and Record) Rules, 2014, the cost records and the accounts are being maintained by the Company and same are being audited as per the requirement of the Act.

The Board, based on recommendation of the Audit Committee, had appointed M/s. Geeyes and Co., Cost and Management Accountants, to audit the cost records and the accounts maintained by the Company for the financial year ended March 31, 2026. The said firm, based on recommendation of the Audit Committee, is reappointed by the Board to conduct the Cost Audit for the year 2026-27 at the remuneration of Rs. 8,25,000/- (Rupees Eight Lakhs Twenty five thousand only) excluding applicable taxes and out of pocket expenses. Further, the resolution seeking shareholders' ratification of the remuneration payable to the Cost Auditor for the financial year 2026-27 is being included in the Notice convening the 67th AGM in accordance with relevant provisions of the Act.

Secretarial Auditor/ Secretarial audit

M/s S Dhanapal & Associates LLP Practicing Company Secretaries having (Firm Registration No. L2023TN014200), are the Secretarial Auditors of the Company. They were appointed for a term of 5 years, from the conclusion of 67th Annual General Meeting upto the conclusion of 71st Annual General Meeting to conduct the secretarial audit for the five financial years starting from April 1, 2025 to 31^st March 2030. The Report of the Secretarial Audit Report in the prescribed Form MR-3 is annexed in this Annual Report.

Comments on Auditors' report

There were no qualifications, reservations or adverse remarks or disclaimers made by the Cost Auditor, Statutory Auditor and Secretarial Auditor in their respective reports. During the year, there have been no incidents of fraud reported to the Audit Committee in terms of Section 143(12) of the Act.

Safety

Over a period of time, your Company has moved towards culturally safety conscious by inculcating safety culture at all levels. The safety performance review system is conducted by the Management at unit level, sub-committee level every month across the plants. Employees' involvement in the safety journey viz., safety observation and incident investigation are being encouraged for every incident and proper feedback is included in the procedures and standards. The standards and procedures implementation and the effectiveness of implementation are being reviewed by regularly scheduled audits. Training is being provided for all employees so as to make them aware of each standard and procedure

All incidents are investigated and the relevant corrective, preventive actions are horizontally deployed across business units and plants. Your company rewards best safety performers on monthly basis. Best safety observers and best safety supervisor are rewarded once in three months period in the shop floor to encourage the employees' involvement in the safety journey. Practical training centers were installed across plants to create safety awareness and hands on training during induction period. Your company is dedicated to providing a safe environment for all its employees and contractors.

MD / CFO Certificate

The Managing Director and Chief Financial Officer have submitted a certificate to the Board on the integrity of the financial statements and other matters required under regulation 17(8) of the SEBI LODR.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The conservation of Energy, Technology Absorption and Foreign Exchange Earnings & outgo as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) rules, 2014 are provided in Annexure - VIII forming part of this report.

Business Responsibility & Sustainability Report (BRSR)

Your Company continues to prepare and disclose Business Responsibility and Sustainability Report (‘BRSR') for the financial year 2025-26 on Environment, Social and Governance (ESG) parameters in the prescribed format and the same is provided in Annexure - IX forming part of this report in terms of Regulation 34(2)(f) of SEBI LODR.

Other disclosures

a. There are no instances of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions

b. The details regarding shares and dividend transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report

c. The electronic copies of the 67th Annual Report and the Notice Convening the 67th AGM are being sent to all shareholders whose e-mail addresses are registered with the Company or their respective Depository Participants (‘DP') in accordance with the circulars issued by the Ministry of Corporate Affairs (‘MCA') read with circulars issued by the SEBI. The full Annual Report is also available on website of the Company and also being disseminated to the stock exchanges.

d. In compliance with Section 134(3)(a) and 92(3) of the Act, the Annual Return is being uploaded on the website of the Company at www.wheelsindia.com.

e. The Company has complied with the Secretarial Standard, viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) read with Section 118(10) of the Act.

f. As at March 31, 2026, the Company has neither filed any application nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

g. During the financial year, there was no change in the nature of business of the Company.

Acknowledgement

We thank our investors, customers, vendors, suppliers, bankers, regulatory and Government authorities, Reserve Bank of India, stock exchanges and other business associates for their continuous assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.