Directors Report of Shriram Pistons & Rings Ltd.

Mar 31, 2025

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:

(Rs. in Million)
	Financial Year Ended
Particulars	Standalone		Consolidated
	31.3.2024	31.3.2025	31.3.2024	31.3.2025
Revenue from Operations	29,537	31,795	30,893	35,498
Other Income	813	1,032	853	1,114
Total Income	30,351	32,827	31,746	36,612
Profit/(Loss) before Interest, Depreciation & Tax (EBITDA)	7,114	7,793	7,273	8,357
Profit before Depreciation and Taxes (before OCI)	6,862	7,545	6,968	8,013
Depreciation	874	865	1,077	1,197
Profit Before Tax (before OCI)	5,989	6,680	5,891	6,817
Income Tax (including for earlier years)	1,521	1,702	1,505	1,661
Net Profit After Tax (before OCI)	4,468	4,978	4,387	5,156
Dividend including Dividend Distribution Tax (on a declared basis)	440	440	440	440
Amount transferred to General Reserve	4,204	4,585	3,955	4,672

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. [email protected] 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:-

(Rs. in Million)
Name of Companies	Nature of Transaction	Loans	Investment
SPR Engenious Limited (SEL)	Equity Infusion	-	2,500

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 with respect to shares lying in IEPF Account:
S. No.	Particulars	No. of Shareholders	No. of Shares
1	The aggregate number of Shareholders and the outstanding shares in the IEPF Authority account lying at the beginning of the year	20	34,940
2	Number of Shareholders who approached the Company for the transfer of shares from the IEPF Authority account during the year	NIL	NIL
3	Number of Shareholders to whom shares were transferred from the IEPF Authority account during the year	NIL	NIL
4	Number of Shareholders whose shares were transferred to the IEPF Authority account during the year	16	1,579
5	The aggregate number of Shareholders and the outstanding shares in the IEPF Authority account lying at the end of the year	36	36,519
Note: The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

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.

---

Mar 31, 2024

The Board of Directors ("Board") are pleased to present the 60^th Annual Report on the business and operations of Shriram Pistons & Rings Limited ("the Company") along with the Audited Financial Statements (Standalone and Consolidated), for the financial year ended March 31, 2024.

The financial year 2023-24 was one of our best years. The Company continued to focus on growing its business in multiple areas and improving supplies to different segments of the Market, thereby de-risking its business model. The Company remains committed to invest in strategic areas of new technologies which will help the Company to enhance its product portfolio and take advantage of the opportunities available in the market.

In the financial year 2023-24, the Company outgrew the domestic automotive market, which grew by around 7%. In contrast, the Company achieved a growth rate of 14.5%.

This was possible due to a rigorous focus on improving manufacturing capacity, exceeding existing customers'' expectations leading to a higher share of business, exploring newer markets, onboarding new customers, entering new geographies and increasing the product portfolio.

The Company believes and has confidence while it is servicing the Internal Combustion Engines (ICE) it will continue to invest in newer areas agnostic to ICE thereby creating a good parallel and profitable business.

Financial & Operational Performance and State of Company''s Affairs

Financial Year 2023-24 has been a remarkable year for the Company as the Company has delivered the highest-ever financial performance by crossing the Rs. 30,000 Million milestone in terms of the total income. 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 14.5% from Rs. 26,513 Million in the previous year to Rs. 30,351 Million for the year and revenue from operations grew by 13.4% from Rs. 26,050 Million in the previous year to Rs. 29,537 Million for the year. Profit before Depreciation and Taxes (before Other Comprehensive Income), after all interest charges, grew by 39.97% from Rs. 4,903 Million in the previous year to Rs. 6,862 Million for the year.

The performance improvement was contributed by factors like increase in production & sales, streamlining of the supply chain, digitization, focused approach to meet customer requirements, effective management of cash flow, implementing affordable automation, interlinking of machines, energy conservation, productivity improvement across products and implementation of cost optimization measures including effective & efficient utilization of resources.

The Company is taking persistent measures as a part of Business Continuity Planning to outgrow its business as compared to the Market. Based on the strength of its financials, the Company is well-positioned to invest in various avenues to grow the business.

To meet the Company''s vision for diversification and growth, the Company undertook two acquisitions through its wholly-owned subsidiary, SPR Engenious Limited (SEL): -

acquired a 51% stake, which was subsequently enhanced to 66.42%, in SPR EMF Innovations Private Limited (formerly EMF Innovations Private Limited). SPR EMF Innovations Private Limited (SPR-EMFI) is a young technology company operating in the electric vehicle (EV) space. SPR-EMFI leverages Singapore''s strong power electronics research base and India''s extensive manufacturing ecosystem to deliver cost-effective and reliable electric motors and controllers for green mobility applications.

Through its R8iD and manufacturing facility in Coimbatore, Tamil Nadu, SPR-EMFI manufactures electric motors and controllers that have applications across passenger vehicles, two & three-wheelers, commercial vehicles like buses, trucks, and also for various other applications. Through this acquisition, the Company has marked its foray into the EV component segment. SPR-EMFI will be among the top few companies supplying electric motors and controllers together, sized for specific applications for customers with capabilities and capacities to manufacture motors and controllers for applications ranging right from 250 watts to 300 kilowatts across all segments. SPR-EMFI is in the process of building another state-of-the-art manufacturing facility near its existing facility in Coimbatore, Tamil Nadu.

Moreover, to further augment its technical capabilities, SPR-EMFI has also executed technical collaboration agreements for motors and controllers, helping it in developing certain India-related applications, in line with the Government of India''s drive towards Atma-Nirbharta.

acquired a 62% stake in SPR Takahata Precision India Private Limited (formerly Takahata Precision India Private Limited), in October 2023. SPR Takahata Precision India Private Limited (SPR-TPIPL) is a manufacturer of high-precision plastic injection molded parts for automotive applications and has a technical collaboration with Takahata Japan, a leading high-precision injection molded parts manufacturing company globally.

SPR-TPIPL has a state-of-the-art manufacturing facility in Neemrana, Rajasthan, which enables it to conduct end-to-end operations, right from designing, manufacturing and inspection, all under one roof.

These acquisitions of SPR-EMFI and SPR-TPIPL mark the Company''s foray primarily into products agnostic to ICE.

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

Financial Highlights

(Rs. in Million)
Particulars	Financial Year Ended
	Standalone		Consolidated
	31.3.2023	31.3.2024	31.3.2023	31.3.2024
Revenue from Operations	26,050	29,537	26,093	30,893
Other Income	462	813	467	853
Total Income	26,512	30,351	26,560	31,746
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	5,097	7,114	5,070	7,273
Profit before Depreciation and Taxes (before OCI)	4,903	6,862	4,877	6,968
Depreciation	933	874	947	1,077
Profit Before Tax (before OCI)	3,969	5,989	3,930	5,891
Income Tax (including for earlier years)	1,014	1,521	991	1,505
Net Profit After Tax (before OCI)	2,956	4,468	2,939	4,387
Dividend including Dividend Distribution Tax (on a declared basis)	330	440	330	440
Amount transferred to General Reserve	2,735	4,204	2,714	3,955

Despite the ongoing geopolitical issues, the Company''s exports registered a growth of 7% from Rs. 4,841 Million to Rs. 5,182 Million. This was due to the strengthening of relationships with the existing customers, range expansion and entering new markets & product segments.

The Company continues to invest in the right areas ahead of time to seize opportunities globally, however, other headwinds leading to uncertainties will be a critical factor for sales in the export market.

The Company also improved its performance in the Aftermarket byre-designing its network strategy to increase the range and reach of its products. The Company focuses on achieving the highest standards of quality, which has been well appreciated by all our customers.

With a well-equipped Technology Centre having self-sufficiency in end-to-end design & development, local engineering capability and analysis tools like FMEA & PFMEA, the Company is focusing on forward-looking technologies such as testing products for CNG requirement, solutions for hydrogen as a fuel, ethanol blending, etc.

The Company anticipates a continued rise in the penetration of electric vehicles (EV) supported by the ambitious targets set by the Government. There are challenges like Infrastructure availability, raw material sources and availability of robust designs to cater to Indian conditions in the EV market which will impede vertical growth. However, the Company sees these challenges as opportunities since it is one of the few companies in the EV segment that has focused on grounds-up development thereby creating robust designs suitable for the Indian road conditions.

Amidst these developments, the conventional ICE and industrial engines in its various forms are looking towards greener solutions like Hybrid, CNG, LNG, hydrogen-powered vehicles, H-CNG (where hydrogen is blended with CNG) and other flex fuels.

The Company believes that ICE, along with EVs, are poised to co-exist to meet the inherent demand of the growing market.

6P PRINCIPLES

Management is continuously focusing on the following 6 Principles (6 Ps) to transform the Company into a high-performance organization: -

Core Organization Values (respect for people, doing things right, standing up against any wrongdoings)

OTTT Framework (operate with openness, transparency, trust and teamwork)

Continuous Improvement through Challenging the Status quo Creating a Learning Organization Culture of Execution and

Appreciating and Motivating Performance at all levels Awards & Accolades

The Company received multiple awards this year, a few of which are mentioned here:

Quality/Delivery awards from OEMs viz. Escorts Kubota, Ashok Leyland, Maruti, Hyundai, HMSI, Bajaj Auto; and Various other awards from CM, ACMA, Engineering Export Promotion Council and others.

Share Capital

During the year, the Company has issued and allotted 2,20,24,912 equity shares of face value of Rs. 10/- each as fully paid-up bonus shares representing a ratio of 1 (One) equity share for every 1 (One) equity share as on the record date i.e. July 24, 2023, in compliance with the provisions of the Companies Act, 2013 (Act) and SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Consequent to the bonus issue, the paid-up share capital increased from Rs. 22,02,49,120/- (comprising of 2,20,24,912 equity share of Rs. 10/- each) as on March 31, 2023 to Rs. 44,04,98,240/- (comprising of 4,40,49,824 equity share of Rs. 10/- each) as on March 31, 2024. The shares so allotted rank pari-passu with the existing share capital of the Company. Except as stated herein, there was no other change in the share capital of the Company. The authorised share capital of the Company is Rs. 825 Million.

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

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/investors-guide-2/.

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.

Dividend

The Board in its meeting held on May 13, 2024, 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 2023-24, inclusive of Rs. 5.00 per share already paid as interim dividend.

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 on the register of Members (including Beneficial Owners) of the Company as at the end of Wednesday, July 17, 2024 (Record Date). The equity dividend would absorb Rs. 440 Million against Rs. 330 Million last year and an amount of Rs. 4,204 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 2023-24.

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.

New Projects and Capacity Expansion

The Company has been able to increase its market share across all customer segments. The Company expects the Aftermarket, OE spares, Off-road applications and Exports to have a much longer life span, thereby de-risking its business model.

To meet the Company''s vision for diversification and growth in areas other than ICE, the Company has been actively working on identifying suitable opportunities to further diversify its existing product portfolio.

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 2023-24 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 EMF Innovations Private Limited and Takahata Precision India Private Limited in their respective meetings held in January 2024 approved changing the name of the companies to incorporate the word "SPR" as a prefix in their respective names. After approval by the shareholders of the companies and the Registrar of Companies (ROC), the names stand changed to "SPR EMF Innovations Private Limited" (formerly EMF Innovations Private Limited) and "SPR Takahata Precision India Private Limited" (formerly Takahata Precision India Private Limited).

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

The equity shares of the Company are already listed on the National Stock Exchange Ltd. (NSE). Now, the Board in its meeting held on 13.5.2024 approved to list the equity shares of the Company at BSE also, subject to necessary approvals.

Subsidiary Companies and their Annual Accounts

i. SPR Engenious Limited (SEL)

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. 1,250 Million to Rs. 3,550 Million and issued 230 Million equity shares of Rs. 10/- each amounting to Rs. 2,300 Million to its Holding Company, Shriram Pistons & Rings Limited, on rights issue basis, from time to time. The issued, paid up & subscribed equity share capital of SEL is Rs. 3,500 Million as of the date of this report.

SEL became a ''material'' subsidiary of the Company under Regulation 16(l)(c) and 24A(1) of SEBI Listing Regulations in October 2023 and February 2024 respectively. However, based on the financial statements for the FY 2023-24, SEL does not qualify to be a ''material subsidiary'' as per Regulation 24(1) of SEBI Listing Regulations, 2015, as on date of this report.

ii. SPR EMF Innovations Private Limited (SPR-EMFI)

The Company through its wholly owned subsidiary SEL, on 11.1.2023 acquired a 51% stake, which was subsequently enhanced during the year to 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 issued 55,11,811 Nos. equity shares of face value Rs. 10/- each at a premium of Rs. 117/- per share amounting to Rs. 700 Million to SEL on rights basis. The authorised share capital of SPR-EMFI is Rs. 350 Million and the issued, paid up & subscribed equity share capital is Rs. 175.17 Million as of the date of this report.

iii. SPR Takahata Precision India Private Limited (SPR-TPIPL)

The Company through its wholly owned subsidiary SEL, on 16.10.2023 acquired a 62% stake in SPR-TPIPL. Accordingly, SPR-TPIPL became a subsidiary of SEL and a step-down subsidiary of the Company.

During the year under review, no Company ceased to be a subsidiary of the Company.

The consolidated financial statements of the Company and its subsidiaries for FY 2023-24 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.officerOshrirampistons.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.

Key Business developments:

i. Technology Licensing Agreements executed by SPR EMF Innovations Private Limited (SPR-EMFI)

SPR-EMFI, a step-down subsidiary of the Company, has been leveraging its strong power electronics and motors research base and extensive semi-automated manufacturing eco-system to deliver reliable EV Motors and Controllers for green mobility solutions and various other applications. Hence, executed the following Technology Licensing Agreements for E-motors, Motor Controllers and E-drive systems for vehicle platforms with: -

Wuxi Lingbo Electronic Technology Co. for Controllers

Shenzhen Greatland Electrics Inc. for all kinds of Motors

ii. Acquisition of 62% stake in SPR Takahata Precision India Private Limited ("SPR-TPIPL")

The Company through its wholly owned subsidiary SEL had entered into a definitive agreement in the financial year 2022-23, to acquire a 75% stake in the share capital (on a fully diluted basis) of SPR-TPIPL, at an Enterprise Value of INR 2,220 Million with adjustments for debt, debt-like items and working capital to be calculated as on closing date subject to satisfactory completion of all conditions precedent.

SPR-TPIPL''s existing portfolio of precision moulded parts, precision metal moulds parts and assembled parts having a variety of functional products for automotive and other Industrial applications, fits into the Company''s strategy of inorganic growth alongside de-risking its current business model.

The Board of the Company in October 2023, approved the amendment to the Share Purchase Agreement (SPA) and Shareholders'' Agreement (SHA) dated February 9, 2023, executed between SEL, SPR-TPIPL, and Sellers to revise the terms and obligations for the purchase of Sales Shares i.e. 75% shares in SPR-TPIPL under SPA and to incorporate certain additional rights and obligations under the SHA as under:

Purchase of 62% of the Share Capital on the closing date;

Balance 13% of the Share Capital to be acquired subject to fulfillment of customary conditions as set out in the aforesaid agreements

In October 2023, SEL acquired 62% shareholding in SPR-TPIPL and accordingly, SPR-TPIPL has become a subsidiary of SEL and a step-down subsidiary of the Company.

iii. Renewal of Technical Collaboration Agreement with KS Kolbenschmidt GmbH, Germany (KS)

During the year, the Company renewed the Technical Collaboration Agreement with KS for the next 7 years. Further, KS divested its entire shareholding of 20.32% in the Company.

Number of Meetings of the Board

During the financial year under review, seven (7) 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 31.3.2024, members of the Audit Committee of the Company are Mr. Inderdeep Singh (Chairman), Mr. Pradeep Dinodia and Ms. Ferida Chopra.

Mr. Alok Ranjan, Non-Executive Independent Director of the Company ceased to be the director of the Company w.e.f. close of business hours of 29.3.2024 due to the completion of his tenure. Consequently, he also ceased to be a Member of the Audit Committee of the Company.

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.

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 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 31.3.2024, the number of permanent employees on the rolls of the Company is 3,887.

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 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 -1.

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 and foreign exchange earnings & 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-lll.

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.

Statutory Auditors

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 59^th Annual General Meeting (AGM) till the conclusion of 64^th AGM to be held in 2028.

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 Ms. Preeti Grover (FCS 5862) Company Secretary in Practice, (Proprietor M/s PG & Associates), to conduct the Secretarial Audit of the Company for the year ended March 31, 2024. 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.

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 for FY 2023-24 and accordingly, the Company is annexing the Secretarial Audit Reports of SEL as Annexures-VII.

Internal Financial Controls and their Adequacy

The Company had appointed M/s Ernst & Young and M/s RSM Astute as its Internal Auditors for FY 2023-24, in addition to its in-house team. The Internal Control System is commensurate with the size, scale and the complexity of 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 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2023-24 is uploaded on the website of the Company and the same is available on https://shrirampistons.com/investors-guide-2/ under "Annual Return" tab.

Furthermore, in accordance with MCA Notification dated 27^th October, 2023, the Company has designated Mr. Pankaj Gupta, Company Secretary and Compliance Officer, and in his absence, Mr. Prem Prakash Rathi, Chief Financial Officer for furnishing and extending cooperation for providing, information to the Registrar or any other authorised officer concerning beneficial interest in shares of the Company. As per said circular, details of the designated person shall be informed in the Annual Return to be filed for FY 2023-24.

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-ll

3. Report on Conservation of Energy, Technology Absorption and Foreign Exchange Earning & Outgo - Annexure-lll

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, 2024, describing the initiatives taken by the Company from an environmental, social and governance perspective, forms part of this Annual Report.

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/.

1. Corporate Social Responsibility (CSR) Policy

2. Vigil Mechanism/ Whistle Blower Policy

3. Company''s policy on dealing with Related Party Transactions

4. Nomination and Remuneration Policy

5. Familiarization Programmes for Independent Directors

6. Policy for distribution of Dividend

7. Policy for determination of materiality of events or information

8. Policy for determining Material Subsidiaries

9. Annual Return of the Company FY 2023-24

10. Environment Protection Policy

11. Environment Social and Governance Policy

12. Equal Opportunity for Work and Pay Policy

13. Equal Opportunity Policy

14. Fluman Rights Policy

15. Sustainable Procurement Policy

16. Sustainable Supply Chain Policy

17. Archival Policy for disclosures of Events/lnformation

18. Policy on Preservation of Documents

19. Code of Practices & Procedures for Fair Disclosure of UPSI

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

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 FY2023-24.

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

1. in 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. appropriate 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 31^st March 2024 and the profit of the Company for the said period;

3. proper 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. internal financial controls are followed by the Company and such internal financial controls are adequate and operating effectively;

6. proper 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 to the Audit Committee or Board 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. Particulars of Loans, Guarantees or Investments

As per Section 186, the details of loans, guarantees and investments made during FY 2023-24 are given below: -

(Rs. in Million
Name of Companies	Nature of Transactions	Loans	Investment
SPR Engenious Limited	Equity Infusion	-	2300
SPR Engenious Limited (SEL)	Inter Corporate Debt (ICD)	148.40*	-
SPR EMF Innovations Private Limited (SPR-EMFI)	Inter Corporate Debt (ICD)	20.00*	-
SPRTakahata Precision India Private Limited (SPR-TPIPL)	Corporate Guarantee	1100.00**	-
Notes: * During the year, the aforesaid ICD was re-paid by SEL and SPR-EMFI, hence ICD stands NIL as on March 31, 2024. ** During the year, the Board of Directors of the Company had approved providing a Corporate Guarantee on behalf of SPR-TPIPL, in favour of HDFC Bank Limited for securing the term loan facility availed by SPR-TPIPL However, the letter of guarantee was executed on April 2, 2024.

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

7. 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) Issue of shares (including sweat equity shares) to employees of the Company under any scheme;

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

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

viii) Amounts received from director or relative of the director;

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

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

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

9. 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.

10. As per the provisions of the Act and in compliance with Regulation 25(10) of the Listing Regulations, 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 not renewed/accepted fixed deposits during the year. However, fixed deposits amounting to Rs. 0.16 Million accepted during the year, represent fixed deposits transferred in the name of nominee/joint holder in death cases. The fixed deposits amounting to Rs. 1.42 Million pertaining to 8 depositors remained unclaimed/ unpaid at the closing of the year. During the year, there was no default in the repayment of deposits and interest thereon. Fixed deposits accepted by the Company comply with the requirements 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. 1.23 Million. The unclaimed final dividend amount of FY 2016-17 is due to be transferred to the Investor Education and Protection Fund on 14.8.2024. 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 IEPF Account:

s. No.	Particulars	No. of Shareholders	No. of Shares
1	The aggregate number of Shareholders and the outstanding shares in the IEPF Authority account lying at the beginning of the year	14	17,273
2	Number of Shareholders who approached the Company for the transfer of shares from the IEPF Authority account during the year	NIL	NIL
3	Number of Shareholders to whom shares were transferred from the IEPF Authority account during the year	NIL	NIL
4	Number of Shareholders whose shares were transferred to the IEPF Authority account during the year	6	197
5	Adjustment for bonus issue of Equity Shares by the Company (Record date 24.7.2023)	20	17,470
6	The aggregate number of Shareholders and the outstanding shares in the IEPF Authority account lying at the end of the year	20	34,940
Note: The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Disclosures w.r.t. shares lying in Suspense Account:

During the year, the Company issued 2,20,24,912 nos. 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, 2018. Consequently, 3,853 equity shares are currently in the Suspense Demat Account of the Company.

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, 2023, duly audited by Chandra Wadhwa & Co., Cost Accountants, New Delhi, was submitted to the Ministry of Corporate Affairs, Government of India on 24.8.2023, within the due date of filing the said report.

On the recommendation of the Audit Committee, Chandra Wadhwa & Co., Cost Accountants, New Delhi (Firm Registration No. 00239), has been appointed as Cost Auditors for the FY 2024-25. The remuneration payable to the Cost Auditor is subject to ratification of their remuneration by the Members at this AGM.

Details of CSR Activities undertaken by the Company

Against the requirement of Rs. 51.96 Million during the year, the Company has spent Rs. 43.32 Million on various CSR activities and an amount of Rs. 8.63 Million has been transferred to Unspent CSR Account 2023-24 which would be incurred in the following years, as per the provisions of the Companies Act, 2013. Details of initiatives taken by the Company during the year in CSR activities and composition of the CSR Committee are provided in the Report on CSR Activities undertaken by the Company in FY 2023-24, Annexure-V to this Report.

Sustainability

Being proactive, the Company released its 2^nd Business Responsibility and Sustainability Report (BRSR) under the nine principles of ''National Guidelines on Responsible Business Conduct'' (NGRBC) and SEBI Guidelines, which outline the Company''s sustainability performance. This is backed by the solid foundation of our 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 several milestones in its ESG journey, such as having the status of zero liquid discharge, state-of-the-art ETP & STP, achieving a 20% reduction in scope II emissions, a 20% increase in the mix of renewable energy and a 30% increase in the use of recycled material.

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.

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 31.3.2024, the Members of the Committee are Mr. Pradeep Dinodia (Chairman), Mr. Inderdeep Singh, Ms. Meenakshi Dass, Mr. Luv DeepakShriram and Mr. KrishnakumarSrinivasan.

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 workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. 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:

1. Mr. Sascha Putz (DIN: 08645364), Non-Executive Director of the Company, resigned w.e.f. closing hours of 30.4.2023.

2. Mr. Klaus Semke (DIN: 10133032) was appointed as Non-Executive Director w.e.f. 1.5.2023 in the casual vacancy caused pursuant to the resignation of Mr. Sascha Putz.

3. Mr. Sascha Putz (DIN: 08645364) was appointed as an Alternate Director to Mr. Klaus Semke w.e.f. 1.5.2023.

4. Mr. Sascha Putz (DIN: 08645364) ceased to be the Alternate Director to Mr. Klaus Semke (DIN: 10133032) w.e.f closing hours of 28.7.2023.

5. Mr. Alexandru Vladoi (DIN: 10381503) was appointed as Alternate Director to Mr. Klaus Semke (DIN: 10133032) w.e.f

6.11.2023.

6. Mr. Alok Ranjan (DIN: 08254398) ceased to be the Non-Executive Independent Director of the Company w.e.f. close of business hours of 29.3.2024 due to the completion of his tenure.

7. Mr. Masaaki Yamaguchi (DIN: 07106759), Non-Executive Director of the Company, resigned w.e.f. close of business hours of

31.3.2024. Consequently, Mr. Yasunori Maekawa (DIN: 06952173), alternate director to Mr. Masaaki Yamaguchi also ceased to be director of the Company with immediate effect.

8. Ms. Ferida Avnish Chopra (DIN: 08415847) was re-appointed as Non-Executive Independent Director for a second term of five (5) consecutive years commencing from 30.3.2024 to 29.3.2029.

9. Mr. Luv DeepakShriram (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.

10. 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 subject to member''s approval in the ensuing AGM.

11. 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 subject to member''s approval in the ensuing AGM.

12. 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 subject to member''s approval in the ensuing AGM.

13. Mr. Yasunori Maekawa (DIN: 06952173) was appointed as a Non-Executive, Non-Independent Director of the Company with effect from 13.5.2024 subject to member''s approval in the ensuing AGM.

14. Mr. Krishnakumar Srinivasan''s (DIN: 00692717) current term shall expire on 10.2.2025 and has been 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, subject to the approval of Members in the ensuing AGM.

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), Ms. Meenakshi Dass (DIN: 00524865) Non-Executive Director, and Mr. Pradeep Dinodia (DIN: 00027995) Chairman, Non-Executive Director of the Company shall retire by rotation at the ensuing AGM and being eligible, offer themselves for reappointment. The Board recommends their re-appointment for member''s approval.

A brief resume and other details of Directors seeking appointment/re-appointment are given in the Notice of the 60th 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.

Familiarisation Programme for Independent Directors

All Independent Directors are familiarized with the operations and functioning of the Company at the time of their appointment and on an ongoing basis. The details of the familiarization programme(s) are provided in the Corporate Governance Report, which forms part of this Report and are also available on the Company''s website at https://shriramDistons.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. Inderdeep Singh, Mr. Shinichi Unno and Ms. TinaTrikha are the Independent Directors of the Company as on 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 (MCA), in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

During the year under review, Mr. Alok Ranjan ceased to be an Independent Director due to the completion of his tenure and also ceased to be the Member/Chairperson of the Committees of the Board of Directors of the Company.

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 MCA and the remaining Independent Directors have cleared their online proficiency test well within prescribed timelines.

Directors and Key Managerial Personnel

During the financial year under review, there were no changes in the Key Managerial Personnel of the Company.

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, 2024 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 of the Company.

Acknowledgement

The Board of Directors wish to convey their appreciation to all of the Company''s employees for their contribution towards the Company''s performance. The Directors would also like to thank the collaborators, members, employee unions, customers, dealers, suppliers, bankers, governments and all other business associates for their continuous support to the Company and their confidence in its management.

---

Mar 31, 2023

The Directors have the pleasure of presenting the 59^th Annual Report along with the first Business Responsibility and Sustainability Report (BRSR) for the year ended March 31, 2023.

Sustainability is not just a corporate responsibility but also an opportunity to create long-term value for stakeholders. The Company is committed to promote 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.

BRSR prepared in accordance with the nine principles of ''National Guidelines on Responsible Business Conduct'' (NGRBC) and SEBI Guidelines, which outlines our sustainability performance. This is backed by the solid foundation of our integral values of the Company. The Company undertakes multiple initiatives to minimize its environmental footprint and give back to society.

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 become Carbon Neutral by 2045.

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

Financial & Operational Performance

During the year, the Company witnessed growth in the Sales despite the challenges posed by geopolitical situation leading to multiple supply chain challenges.

Company''s revenue from operations grew by 26% from Rs. 20,647 Million (previous year) to Rs. 26,050 Million (during the year) and the total income increased by 27% from Rs. 20,939 Million (previous year) to Rs. 26,513 Million (during the year). Profit before Depreciation and Taxes [before Other Comprehensive Income (OCI)], after all interest charges but before depreciation and taxes, grew by 52% from Rs. 3,223 Million (previous year) to Rs. 4,903 Million for the year.

The improvement in performance was contributed by factors like increase in production & sales, increase in productivity, streamlining of the supply chain, digitization, focused approach to meet customer requirements, effective management of cash flow and implementation of cost optimization measures including effective utilization of resources.

Based on the strength of its financials, the Company is well positioned to invest in various avenues for overall growth of business. The Company has already done some strategic investment into technology growth areas through SPR Engenious Limited (wholly owned subsidiary) in EMF Innovations Private Limited, which is Singapore backed electric motor design & manufacturing company. The Board has approved acquisition of 75% stake in Takahata Precision India Private Limited which manufactures a wide range of products such as automotive parts, office automation equipment parts, optical equipment parts, residential facilities parts and medical equipment parts. The Company aims to expand its presence in Electric Vehicle space to supply Electric Powertrain Components such as Motor & Controller covering all the vehicle segments from Two Wheelers, Three Wheelers, Passenger Vehicles, Commercial Vehicles and Buses.

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

(Rs./Million)
Particulars	Financial Year ended
	Standalone		Consolidated
	31.3.2022	31.3.2023	31.3.2022	31.3.2023
Revenue from Operations	20,647	26,050	20,647	26,093
Other Income	292	462	292	467
Total Income	20,939	26,513	20,939	26,560
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	3,337	5,097	3,337	5,070
Profit before Depreciation and Taxes (before OCI)	3,223	4,903	3,223	4,877
Depreciation	1,020	933	1,020	939
Profit Before Tax (before OCI)	2,202	3,969	2,202	3,930
Income Tax (including for earlier years)	566	1,014	566	991
Net Profit After Tax (before OCI)	1,636	2,956	1,636	2,939
Dividend including Dividend Distribution Tax (on declared basis)	220	330	220	330
Amount transferred to General Reserve	1,082	2,735	1,082	2,714

Company''s exports registered growth of almost 21% from Rs. 4,010 Million to Rs. 4,841 Million. This was due to strengthening of relationship with the existing customers, range expansion and entering new markets & product segments.

The Company continues to reap the benefit of investing in the right areas ahead of time. This helped the Company to increase its sales as the Covid pandemic abated globally and the global economy witnessed resurgence in business activity. The trend of increasing exports is expected to continue in this year as well. However, other global headwinds leading to uncertainties will be a critical factor for sales in the exports market.

The Company also improved its performance in the Aftermarket by re-designing its network strategy to increase the range and reach of its products.

The Company focuses on achieving the highest standards of quality, which has been well appreciated by all our customers.

The Company is taking persistent measures to de-risk its business as an integral part of Business Continuity Planning. The Company focuses on cost reduction by implementing affordable automation, digitization, interlinking of machines, energy conservation and productivity improvement across products, which helps the Company to remain cost competitive.

With a well-equipped Tech Centre, the Company is focusing on forward-looking technologies such as testing products for ethanol blending, solutions for hydrogen as a fuel and solutions for Non-ICE segments.

In the coming years, the Company is expected to face challenges due to the increased penetration of electric vehicles in two wheeler segment, uncertainty due to the Ukraine war and the on-going shortage of semi-conductor chips. The management is working to overcome these headwinds in the coming year and are also working diligently to find further avenues of growth for the Company.

Management is continuously focusing on the 6Ps (6 Principles) to transform the Company into a high performance organization. The 6Ps comprise of:

- Core Organization Values

- OTTT Framework

- Continuous Improvement through Challenging the Status quo,

- Creating a Learning Organization

- Culture of Execution and

- Appreciating and Motivating Performance at all levels.

Share Capital

During the year, there was no change in the authorized, issued, subscribed or paid up share capital of the Company.

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

In Annual General Meeting held on 29.6.2022, Members of the Company accorded consent, to the Board to adopt and implement ESOP 2022 and to grant options and transfer shares on exercise of such options not exceeding 2% of the paid up equity capital of the Company as at March 31, 2022, to the eligible employees. However, it was decided to hold the implementation of ESOP 2022 plan till the stabilization of the new performance management system introduced last year.

Dividend

The Directors, in their meeting held on 8.5.2023, have recommended that equity shareholders be paid a special "Golden Jubilee" Dividend @ Rs. 5 per share for the year, apart from Rs. 10/- per share already paid as interim dividend. The equity dividend would absorb Rs. 330 Million against Rs. 220 Million last year and an amount of Rs. 2735 Million be transferred to the General Reserve Account.

Dividend Distribution Policy

In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 ("Listing Regulations") the Board of Directors of the Company had formulated and adopted the Dividend Distribution Policy (''DDP''). The Board of Directors while taking decisions for recommendations of the dividend take guidance from this policy and maintain a consistent approach to dividend pay-out plans.

The Dividend Policy is available on the Company''s website viz. www.shrirampistons.com under the link "Investors'' Guide" (https://shrirampistons.com/investors-guide-2/).

New Projects and Capacity Expansion

The Company has been able to increase its market share across all customer segments. The Company expects the Aftermarket, OE spares, Off road applications and Exports to have a much longer life span, thereby de-risking its business model.

In order to meet the Company''s vision for diversification and growth in areas other than IC Engines, the Company has been actively working on identifying suitable opportunities to diversify its existing product portfolio.

Change in the nature of business

During F.Y. 2022-23, there was no change in the nature of Company''s business.

Material changes and commitment

No material change and/ or commitment affecting the financial position of the Company has occurred between 1.4.2023 and the date of signing of this Report.

Subsidiary Companies and their Annual Accounts

i. Closure of SPR International Auto Exports Limited:

SPR International Auto Exports Limited ("Subsidiary Company") was incorporated in 2005 but it could not commence any operations since then. The Board of Subsidiary Company in its meeting of 4.4.2022, resolved to make an application to the Registrar of Companies under Section 248(2) of the Companies Act, 2013 for removing the name of the Subsidiary Company from the Register of Companies.

The application was submitted on 13.9.2022. The name of the Company has been struck off by the Registrar of Companies vide Notice of Striking off and Dissolution in Form STK-7 dated 7.3.2023.

ii. Incorporation of SPR Engenious Limited:

SPR Engenious Limited has been formed as a wholly owned subsidiary ("WOS") of the Company for the purpose of diversifying its product portfolio in the area related to the automotive segment. The WOS has been incorporated with the Registrar of Companies (Delhi & Haryana) on 26.9.2022. The WOS has not commenced any operations yet, however it has started to take steps for commencement of operations.

Key Business developments:

i. Acquisition of 51% stake in EMF Innovations Private Limited ("EMFI")

The Company through its wholly owned subsidiary SPR Engenious Ltd. acquired 51% stake in the share capital (on a fully diluted basis) of EMFI (CIN: U29309TZ2016PTC027538), for a total consideration of INR 780.03 Mn.

EMFI is a Singapore backed electric motor design and manufacturing Company. EMFI is a young Technology company co-founded by engineering entrepreneurs with substantial R&D and operations in India and Singapore thereby providing localized cost effective e-mobility solutions to customers in India and abroad. EMFI has been leveraging on its strong power electronics & motors research base and extensive semi-automated manufacturing eco-system to deliver reliable EV Motors and Controllers for green mobility solutions and various other applications.

ii. Definitive Agreement to acquire 75% stake in Takahata Precision India Private Limited (TPIPL)

The Company through its wholly owned subsidiary SPR Engenious Ltd. has entered into definitive agreement to acquire 75% stake in the share capital (on a fully diluted basis) of TPIPL (CIN: U29220RJ2010FTC046888), at an Enterprise Value of INR 2,220 Mn. with adjustments for debt, debt like items and working capital to be calculated as on closing date subject to satisfactory completion of all conditions precedent.

TPIPL''s existing portfolio of precision moulded parts, precision metal moulds parts, assembled parts having a variety of functional products for the automotive and other Industrial applications, fits into the Company''s strategy of inorganic growth alongside de-risking its current business model.

Annual accounts of the Subsidiary Companies are available on Company''s website and shall also be kept for inspection by any member in the Head Office & Registered Office. Copy of Annual Accounts of Subsidiary Companies would also be made available to members seeking such information.

In accordance with the Indian Accounting Standard (Ind AS-110) on consolidated financial statements, the consolidated financial statements are attached, which form part of the Annual Report.

The Policy for determining material subsidiaries is available on Company''s Website viz. www.shrirampistons.com under the link "Investors'' Guide"(https://shrirampistons.com/investors-guide-2/).

Board Meetings

During the year, Eight (8) meetings of the Board of Directors were held, details of which have been provided in the Report on Corporate Governance, Annexure-I to this Report.

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 31.3.2023, members of the Audit Committee of the Company are Shri Inderdeep Singh (Chairman), Shri Pradeep Dinodia, Ms. Ferida Chopra and Shri Alok Ranjan.

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 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.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) of Board has formulated a Nomination and Remuneration Policy for 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 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 Nomination and Remuneration Policy of the Company is available on Company''s website viz. www.shrirampistons.com under the link "Investors'' Guide"(https://shrirampistons.com/investors-guide-2/).

As of 31.03.2023, the number of permanent employees on rolls of the Company are 3,907.

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 which 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. 32 of Notes forming part of Financial Statements.

The Company has complied with the Accounting Standards, Companies Act and Listing Regulations on Related Party Transactions. Statutory Auditors

M/s Deloitte Haskins & Sells, Chartered Accountants, were re-appointed as Statutory Auditors of the Company for a period of five years to hold office till the conclusion of 59^th Annual General Meeting (AGM) to be held in the year 2023. They have served their 2 terms and are not eligible for further appointment.

As per recommendation of the Audit Committee, the Board in its meeting held on 29.3.2023 approved 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 to hold office commencing from the conclusion of 59^th Annual General Meeting (AGM) till the conclusion of 64^th Annual General Meeting to be held in 2028, subject to the approval of the members in ensuing AGM.

Internal Financial controls and their adequacy

The Company had appointed M/s Ernst & Young, M/s Grant Thornton and M/s RSM Astute as its Internal Auditors for F.Y. 2022-23, in addition to its in house team. The Internal Control System is commensurate with the size, scale and complexity of 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.

Reports forming part of Board''s Report

Following reports which form an integral part of Boards'' report are enclosed: -

1. Report on "Corporate Governance" - as per Annexure-I

2. Report on "Management Discussion and Analysis" - as per Annexure-II

3. Report on "Conservation of Energy", "Technology Absorption" and "Foreign Exchange Earning & Outgo" - as per Annexure-III

4. Data of "Employees" - as per Annexure-IV

5. "Report on CSR Activities Undertaken" - as per Annexure-V

6. "Secretarial Audit Report" - as per Annexure-VI

7. "Salient Features of Subsidiary Companies" - as per Annexure-VII

In terms of Listing Regulations, Business Responsibility & Sustainability report forms part of this Annual Report.

Disclosures on Company''s website

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

1. Corporate Social Responsibility (CSR) Policy

2. Vigil Mechanism/ Whistle Blower Policy

3. Company''s policy on dealing with Related Party Transactions

4. Nomination and Remuneration Policy

5. Familiarization programmes for Independent Directors

6. Policy for distribution of Dividend

7. Policy on Materiality of Events

8. Policy for determining Material Subsidiaries

9. Annual Return of the Company F.Y. 2022-23

10. Environment Protection Policy

11. Environment Social and Governance Policy

12. Equal Opportunity for Work and Pay Policy

13. Equal Opportunity Policy

14. Human Rights Policy

15. Sustainable Procurement Policy

16. Sustainable Supply Chain Policy

17. Archival Policy for disclosures of Events/lnformation

18. Policy on Preservation of Documents

19. Code of Practices & Procedures for Fair Disclosure of UPSI Directors'' Responsibility Statement:

The Directors confirm that: -

1. in 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. appropriate 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 31^st March, 2023 and of the profit of the Company for the same year.

3. proper 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. internal financial controls are followed by the Company and are adequate and operating effectively.

6. proper 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. During the year, no fraud has been reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

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

3. There are no disqualifications, reservations or 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. The Company has given loans and made investment in Wholly Owned Subsidiary in compliance with the provisions as

contained under Section 186 of the Companies Act, 2013.

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

7. The Company has not issued any of the following:

i) Equity Shares with differential rights,

ii) Sweat Equity Shares

iii) Shares issued pursuant to Employee Stock Option Scheme or Employee Stock Purchase Scheme

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

9. 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 loan from the Banks or Financial Institutions is not applicable.

10. As per the provisions of the Act and in compliance with Regulation 25(10) of the Listing Regulations, the Company has taken a Directors and Officers Liability Insurance (D&O) 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 in relation to the Company.

Fixed Deposits

The Company has not renewed/accepted fixed deposits during the year. However, fixed deposits amounting to Rs. 11.33 Million accepted during the year, represents fixed deposits transferred in the name of nominee/joint holder in death cases. The fixed deposits amounting to Rs. 3.92 Million pertaining to 23 depositors remained unclaimed/ unpaid at the closing of the year. During the year, there was no default in the repayment of deposits and interest thereon. Fixed deposits accepted by the Company are in compliance with the requirements 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. 0.53 Million. Unclaimed final dividend amount of F.Y. 2015-16 is due to be transferred to the Investor Education and Protection Fund on 1.8.2023. Amount transferred to the Investor Education and Protection Fund during the year is Rs. 0.13 Million.

Disclosures w.r.t. shares lying in IEPF Account:

S. No.	Particulars	No. of Shareholders	No. of Shares
1	Aggregate number of Shareholders and the outstanding shares in the IEPF Authority account lying at the beginning of the year	14	17,273
2	Number of Shareholders who approached the Company for transfer of shares from IEPF Authority account during the year	NIL	NIL
3	Number of Shareholders to whom shares were transferred from IEPF Authority account during the year	NIL	NIL
4	Number of Shareholders whose shares were transferred to IEPF Authority account during the year	NIL	NIL
5	Aggregate number of Shareholders and the outstanding shares in the IEPF Authority account lying at the end of the year	14	17,273
Note: - The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. - On 4.4.2023, 197 nos. shares pertaining to 6 shareholders have been transferred to the IEPF.

Maintenance of Cost Records and Cost Audit

As specified by the Central Government, the Company is required to maintain Cost Records and get these records audited by a Cost Accountant.

The Company is maintaining the Cost Records. The Cost Audit Report of the Company for the year ended March 31, 2022, duly audited by M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi, was submitted to the Ministry of Corporate Affairs, Government of India on 31.8.2022, within the due date of filing the said report.

On the recommendation of Audit Committee, M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi (Firm Registration No. 00239), has been appointed as Cost Auditors for the F.Y. 2023-24.

Details of CSR Activities undertaken by the Company

Against the requirement of Rs. 30.90 Million during the year, the Company has spent Rs. 28.81 Million on various CSR activities and an amount of Rs. 2.09 Million has been transferred to Unspent CSR Account 2022-23 which would be incurred in following years, as per the provisions of the Companies Act, 2013. Details of initiatives taken by the Company during the year in CSR activities and composition of the CSR Committee are provided in the Report on CSR Activities undertaken by the Company in 2022-23, Annexure-V to this Report.

Risk Management Framework

The Company has developed and implemented a Risk Management Policy including identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Company has also constituted a "Risk Management Committee". As of 31.03.2023, Members of the Committee are Shri Pradeep Dinodia (Chairman), Shri Inderdeep Singh, Shri Alok Ranjan, Ms. Meenakshi Dass, Shri Krishnakumar Srinivasan and Shri Luv D. Shriram.

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

The Company has zero tolerance for sexual harassment at workplace. The Company has complied with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place a policy on prevention of sexual harassment at workplace. The Company has also constituted Internal Complaints Committees under the Act. No complaint was received/ pending under the above Act during the year.

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

Shri Yukio Tanemura, Non-Executive Director of the Company, resigned w.e.f. closing hours of 5.4.2022. Consequent to his resignation, Shri Kaoru Ito, Alternate Director to Shri Yukio Tanemura, also ceased to be the Director of the Company.

The Board on the recommendation of Nomination & Remuneration Committee, appointed Shri Masaaki Yamaguchi as Director in the casual vacancy caused pursuant to resignation of Shri Yukio Tanemura and Shri Yasunori Maekawa as Alternate Director to Shri Masaaki Yamaguchi w.e.f. 6.4.2022 and the same was approved by the Shareholders at the AGM held on 29.6.2022.

Shri Sascha Putz, Non-Executive Director of the Company, resigned w.e.f. closing hours of 30.4.2023.

The Board on the recommendation of Nomination & Remuneration Committee, appointed Shri Klaus Semke as Director in the casual vacancy caused pursuant to resignation of Shri Sascha Putz and Shri Sascha Putz as Alternate Director to Shri Klaus Semke w.e.f. 1.5.2023. Appointment of Shri Klaus Semke as Non-Executive Non- Independent Director of the Company shall be subject to Shareholders'' approval in the ensuing AGM.

Shri Naveen Agarwal, Alternate Company Secretary superannuated w.e.f. closing hours of 28.2.2023.

Ms. Meenakshi Dass and Shri Pradeep Dinodia, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume and other details of Directors seeking appointment/re-appointment are given in the ''Notice of the Annual General Meeting''.

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

Declarations from Independent Directors

Shri Hari S. Bhartia, Ms. Ferida Chopra, Shri Alok Ranjan, Shri Inderdeep Singh and Shri Shinichi Unno are Independent Directors of the Company and have given the declarations to the Board that they meet the criteria of independence, as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations and also confirmed that they have complied with the Code of Conduct of the Company. The Independent Directors have also 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 judgement and without any external influence.

No Independent Director has resigned from the Company during the year under review.

In the opinion of the Board, Independent Directors possess relevant integrity, expertise and experiences required to perform their duties and fulfil the conditions specified in the Act and are independent of the management. Some of the Independent Directors are exempted from clearing the online proficiency test being conducted by Indian Institute of Corporate Affairs and the remaining Independent Directors are in the process of appearing for the same. They fulfil the conditions specified in the Act and are independent of the management.

Performance evaluation of Board, its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own 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.

Appreciation

The Directors place on record their appreciation:

i) of the support extended to the Company by the Collaborators, the Bankers, its Business Associates and

ii) of the work of all ranks of Company''s personnel during the year.

On behalf of the Board

New Delhi (PRADEEP DINODIA)

May 8, 2023 CHAIRMAN

DIN:00027995

---

Mar 31, 2022

The Directors have pleasure in presenting the 58^th Annual Report, along with the audited accounts of the Company, for the year ended 31^st March, 2022.

Financial & Operational Performance

During the year, the Company witnessed growth in the Sales despite the recurring waves of COVID, increasing commodity prices, semi-conductor chip shortages and non-availability of containers.

Company''s revenues from operations during the year were Rs. 20,647 Million compared to Rs. 15,966 Million in the previous year. Profit before Depreciation and Taxes [before Other Comprehensive Income (OCI)] for the year, after all interest charges but before depreciation and taxes, was Rs. 3,223 Million compared to Rs. 2,225 Million in the previous year.

The improvement in performance was contributed by factors like increase in production & sales, increase in productivity, streamlining of the supply chain, digitization, focused approach to meet customer requirements, effective management of cash flow and implementation of cost optimization measures including effective utilization of resources. However, increase in Commodity Prices had an adverse impact on Profits.

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

(Rs./Million)
	Financial Year ended
Particulars	Standalone		Consolidated
	31/03/2022	31/03/2021	31/03/2022	31/03/2021
Revenue from Operations	20,647	15,966	20,647	15,966
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	3,337	2,351	3,337	2,351
Profit before Depreciation and Taxes (before OCI)	3,223	2,225	3,223	2,225
Depreciation	1,020	1,026	1,020	1,026
Profit Before Tax (before OCI)	2,202	1,200	2,202	1,200
Income Tax (including for earlier years)	566	312	566	312
Net Profit After Tax (before OCI)	1,636	888	1,636	888
Dividend including Dividend Distribution Tax (on declared basis)	220	134	220	134
Amount transferred to General Reserve	1,082	778	1,082	778

Company''s exports increased from Rs. 2,798 Million to Rs. 4,010 Million. The Company increased its market share in all segments including exports OE segment.

The Company also improved its performance in the Aftermarket (AM), both in India and globally.

Exports to global OEMs and global After Markets has helped the Company to understand the technology, quality and service needs of the advanced automobile markets. The Company has invested in the right areas to meet these higher technological requirements for the Indian and global markets. The trend of increasing exports is expected to continue in this year as well. However, the situation of COVID pandemic and other global crisis leading to uncertainties will be a critical factor for sales in the exports market.

The Company continues to sustain its commitment to the highest levels of quality and increased focus on business continuity plans. During the year, the Company took various measures for cost reduction such as affordable automation, digitization, interlinking of machines, energy conservation and productivity improvement across products which could help to remain cost competitive.

With a well-equipped Tech Centre and strong support from its Technology Partners, the Company had acquired key businesses for BS-6 models in the last years requiring latest technology and stringent quality requirements. This also resulted in improved market share with the key OEMs in India. Further, Tech Centre is working on forward-looking technologies such as testing products for ethanol blending and solutions for Non-ICE segments.

Company continues to invest in the latest technology to stay ahead of competition. In the coming year also the company will face a lot of headwinds due to the big push of electrification by the Government, further wave of COVID, uncertainty due to the Ukraine war, inflationary tendencies leading to high commodity prices and the continuing shortage of semi-conductor chips. The

management are working to overcome these headwinds in the coming year and are also working diligently to find further avenues of growth for the company.

Dividend

The Directors, in their meeting held on May 6, 2022, have recommended that equity shareholders be paid dividend @ Rs. 10.00 per share for the year, inclusive of Rs. 6.00 per share already paid as interim dividend; the equity dividend would absorb Rs. 220 Million against Rs. 134 Million last year and an amount of Rs. 1,082 Million be transferred to the General Reserve Account.

Buy-back

During the year, the Company bought back 3,50,000 Nos. equity shares of the Company, in compliance with the provisions of Companies Act, 2013 and SEBI (Buy-back of Securities) Regulations, 2018.

New projects and Capacity Expansion

Share of revenue from After Market, OE spares and Exports has improved. The Company expects the After Market, OE spares and Exports to have a much longer life span, thereby de-risking its business model.

The Company has a clear strategy for diversification of its product portfolio and is actively working on the same for continuous growth in sales. The Company is working on identifying suitable products and technology partners to help its entry into the electric mobility segment and other adjacencies.

Change in nature of business

During F.Y. 2021-22, there was no change in the nature of Company''s business.

Material changes and commitment

No material change and/ or commitment affecting the financial position of the Company has occurred between April 1, 2022 and the date of signing of this Report.

Subsidiary Company and its Annual Accounts

There was no operation in the Subsidiary Company, SPR International Auto Exports Limited, during the year. Annual accounts of the Subsidiary Company are available on Company''s website and shall also be kept for inspection by any member in the Head Office & Registered Office. Copy of Annual Accounts of Subsidiary Company would also be made available to members seeking such information.

In accordance with the Indian Accounting Standard (Ind AS-110) on consolidated financial statements, the consolidated financial statements are attached, which form part of the Annual Report.

During the year, no company has become or ceased to be Company''s Subsidiary, Joint Venture or Associate Company. However, Board of Subsidiary Company, SPR International Auto Exports Limited, in its meeting of April 4, 2022, resolved to make an application to the Registrar of Companies under Section 248(2) of the Companies Act, 2013 for removing the name of the Subsidiary Company from the Register of Companies.

Board Meetings

During the year, 6 meetings of the Board of Directors were held, details of which have been provided in the Report on Corporate Governance, Annexure-I to this Report.

Audit Committee

As on 31.03.2022, members of the Audit Committee of the Company are Shri Inderdeep Singh (Chairman), Shri Pradeep Dinodia, Ms. Ferida Chopra and Shri Alok Ranjan.

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 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.

Nomination and Remuneration Policy

The Nomination and Remuneration Committee (NRC) of Board has formulated a Nomination and Remuneration Policy for 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 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.

Nomination and Remuneration Policy of the Company is available on Company''s website viz. www.shrirampistons.com under the link "Investors'' Guide".

As on 31.03.2022, the number of permanent employees on rolls of the Company are 3,998.

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 which 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. 33 of Notes forming part of Financial Statements.

The Company has complied with the Accounting Standards on Related Party Transactions.

Internal Financial controls and their adequacy

The Company had appointed Ernst & Young, KPMG, Grant Thornton and RSM Astute as its Internal Auditors for 2021-22, in addition to its in house team. The Internal Control System is commensurate with the size, scale and complexity of 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.

Annexures to Directors'' Report

Following reports which form an integral part of Directors'' report are enclosed: -

1. Report on "CORPORATE GOVERNANCE" - as per Annexure-I

2. Report on "MANAGEMENT DISCUSSION AND ANALYSIS" - as per Annexure-II

3. Report on "CONSERVATION OF ENERGY", "TECHNOLOGY ABSORPTION" and "FOREIGN EXCHANGE EARNING & OUTGO" - as per Annexure-III

4. Data of "EMPLOYEES" - as per Annexure-IV

5. "REPORT ON CSR ACTIVITIES UNDER TAKEN" - as per Annexure-V

6. "SECRETARIAL AUDIT REPORT" - as per Annexure-VI

7. "SALIENT FEATURES OF SUBSIDIARY COMPANY" - as per Annexure-VII

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Business Responsibility forms part of this Annual Report.

Disclosures on Company''s website

Company is committed to good corporate governance practice and corporate social responsibility. In line with the Company''s principles/commitment, the following policies/ programmes/ reports are in place and are available on Company''s website viz. www.shrirampistons.com under the link "Investors'' Guide":

1. Corporate Social Responsibility (CSR) Policy,

2. Vigil Mechanism/ Whistle Blower Policy,

3. Company''s policy on dealing with Related Party Transactions,

4. Nomination and Remuneration Policy,

5. Familiarization programmes for Independent Directors,

6. Policy for distribution of Dividend, and

7. Annual Return of the Company Directors'' Responsibility Statement:

The Directors confirm that: -

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

2. appropriate 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 at 31^st March, 2022 and of the profit of the Company for the same year.

3. proper 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. internal financial controls are followed by the Company and are adequate and operating effectively.

6. proper 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. During the year, no fraud has been reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Companies Act, 2013.

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

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

4. No Director of the Company is receiving commission from its Subsidiary Company.

5. Company has not given any loans or guarantees under section 186 of the Companies Act, 2013. The Company has acquired 36,36,364 nos. equity shares of Lalganj Power Pvt. Ltd. to be captive buyer for purchase of solar power for Ghaziabad Plant.

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

7. The Company has not issued any of the following:

i) Equity Shares with differential rights,

ii) Sweat Equity Shares

iii) Shares issued pursuant to Employee Stock Option Scheme or Employee Stock Purchase Scheme

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

9. 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 loan from the Banks or Financial Institutions is not applicable.

Fixed Deposits

Fixed deposits amounting to Rs. 211 Million were accepted during the year and fixed deposits amounting to Rs. 9.8 Million pertaining to 35 depositors remained unclaimed/ unpaid at the closing of the year. During the year, there was no default in repayment of fixed deposits and interest thereon. Fixed deposits accepted by the Company are in compliance with requirements 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. 0.66 Million. Unclaimed final dividend amount of F.Y. 2014-15 is due to be transferred to the Investor Education and Protection Fund on 2.8.2022. Amount transferred to the Investor Education and Protection Fund during the year is Rs. 0.11 Million.

Disclosures w.r.t. shares lying in IEPF Account:

S. No.	Particulars	No. of Shareholders	No. of Shares
1	Aggregate number of Shareholders and the outstanding shares in the IEPF Authority account lying at the beginning of the year	11	14,800
2	Number of Shareholders who approached the Company for transfer of shares from IEPF Authority account during the year	nil	nil
3	Number of Shareholders to whom shares were transferred from IEPF Authority account during the year	nil	nil
4	Number of Shareholders whose shares were transferred to IEPF Authority account during the year	3	2473
5	Aggregate number of Shareholders and the outstanding shares in the IEPF Authority account lying at the end of the year	14	17,273
Note: The voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares.

Maintenance of Cost Records and Cost Audit

As specified by the Central Government, the Company is required to maintain Cost Records and get these records audited by a Cost Accountant.

The Company is maintaining Cost Records. Cost Audit Report of the Company for the year ended 31^st March, 2021, duly audited by M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi, was submitted to the Ministry of Corporate Affairs, Government of India on August 28, 2021, within the due date of filing the said report.

Details of CSR Activities undertaken by the Company

During the year, Company has spent Rs. 20.65 Million on various CSR activities against the requirement of Rs. 29.87 Million and adjusted an amount of Rs. 0.14 Million against excess spent in previous financial year, as per the provisions of the Companies Act, 2013. Further, on this basis an amount of Rs. 9.08 Million has been transferred to Unspent CSR Account-2021-22, which would be incurred in following years. Details of initiatives taken by the Company during the year in CSR activities and composition of the CSR Committee are provided in the Report on CSR Activities undertaken by the Company in 2021-22, Annexure-V to this Report.

Risk Management Framework

The Company has developed and implemented a Risk Management Policy including identification of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company. The Company has also constituted a "Risk Management Committee". As on 31.03.2022, Members of the Committee are Shri Pradeep Dinodia (Chairman), Shri Inderdeep Singh, Shri Alok Ranjan, Ms. Meenakshi Dass, Shri Krishnakumar Srinivasan, Shri A. K. Taneja and Shri Luv D. Shriram.

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

The Company has complied with provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place a Policy on prevention of sexual harassment at workplace. The Company has also constituted Internal Complaints Committees under the Act. No complaint was received/ pending under the above Act during the year.

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

Shri Krishnakumar Srinivasan was re-designated as Managing Director & CEO w.e.f. April 1, 2021.

Shri Kiyoto Tone, Independent Director, resigned from the Directorship of the Company effective from closing hours of May 7, 2021.

The Board appointed Shri Shinichi Unno as Independent Director of the Company w.e.f. May 31, 2021 in the casual vacancy caused due to resignation of Shri Kiyoto Tone. This was subsequently approved by the Shareholders in their meeting held on July 6, 2021.

Shri Pankaj Gupta was appointed as Head-Legal and Company Secretary of the Company w.e.f. August 9, 2021.

Shri A. K. Taneja, Managing Director & Chief Mentor, superannuated from the services of the Company w.e.f. closing hours of March 31, 2022.

The Board expressed deep appreciation of the immense contribution of Shri A. K. Taneja to the growth of the Company, spanning about 45 years of his service, and making SPR one of the most respected names in the auto component industry in India and placed on record the services rendered by Shri A. K. Taneja.

Shri Yukio Tanemura, Non-Executive Director of the Company, resigned w.e.f. closing hours of April 5, 2022. Consequent to his resignation, Shri Kaoru Ito, Alternate Director to Shri Yukio Tanemura, has also ceased to be the Director of the Company.

Consequent to the above, Board on the recommendation of Nomination & Remuneration Committee, appointed Shri Masaaki Yamaguchi as Director in the casual vacancy caused pursuant to resignation of Shri Yukio Tanemura and Shri Yasunori Maekawa as Alternate Director to Shri Masaaki Yamaguchi w.e.f. April 6, 2022.

Appointment of Shri Masaaki Yamaguchi as Non-Executive Non-Independent Director of the Company shall be subject to Shareholders'' approval in the forthcoming AGM.

Ms. Meenakshi Dass and Shri Pradeep Dinodia, Directors, retire by rotation and being eligible, offer themselves for re-appointment.

Brief resume and other details of all Directors seeking appointment/re-appointment are given in the ''Notice of the Annual General Meeting''.

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

Declarations from Independent Directors

Shri Hari S. Bhartia, Ms. Ferida Chopra, Shri Alok Ranjan, Shri Inderdeep Singh and Shri Shinichi Unno are Independent Directors of the Company and have given the declarations to the Board that they meet the criteria of independence, as provided under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Performance evaluation of Board, its Committees and Individual Directors

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own 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.

In the opinion of the Board, Independent Directors appointed/ re-appointed during the year possess relevant integrity, expertise and experience required to perform their duties. Some of the Independent Directors have cleared the on-line proficiency test being conducted by Indian Institute of Corporate Affairs and the remaining Independent Directors are in the process of appearing for the same.

Appreciation

The Directors place on record their appreciation:

i) of the support extended to the Company by the Collaborators, the Bankers, its business associates and

ii) of the work of all ranks of Company''s personnel during the year especially during COVID.

On behalf of the Board

New Delhi (PRADEEP DINODIA)

May 6, 2022 CHAIRMAN

DIN:00027995

---

Mar 31, 2017

The Directors have pleasure in presenting their 53^rd Annual Report along with the audited accounts of the Company for the year ended 31^st March, 2017.

Company''s revenues from operations increased by 5% during the year from Rs. 15456 Million to Rs. 16287 Million. Gross Profit [before Other Comprehensive Income (OCI)] for the year, after all interest charges but before depreciation and taxes, increased by 16.5% over the last year from Rs. 2239 Million to Rs. 2608 Million.

Profit after tax (before OCI) for the year is Rs. 1181 Million against Rs. 916 Million last year.

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

(Rs. Million)

	Financial Year ended
Particulars	Standalone		Consolidated
	31/03/2017	31/03/2016	31/03/2017	31/03/2016
Total Income	16547.45	15629.42	16547.48	15629.46
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	2812.35	2499.03	2812.37	2499.05
Gross Profit (before OCI)	2608.23	2238.74	2608.25	2238.76
Depreciation	899.43	927.53	899.43	927.53
Profit Before Tax (before OCI)	1708.80	1311.21	1708.82	1311.23
Income Tax (including for earlier years)	527.82	394.89	527.83	394.90
Net Profit After Tax (before OCI)	1180.98	916.32	1180.99	916.33

The Directors, in their meeting of 12.05.2017, have recommended that equity shareholders be paid dividend of Rs. 7.00 per share for the year, inclusive of Rs. 3.00 per share already paid; the equity dividend along with dividend tax would absorb Rs. 188.51 Million against Rs. 107.72 Million last year and an amount of Rs. 1002.41 Million be transferred to General Reserve Account.

In the current year, the Company witnessed moderate growth of 5% in Sales due to slowdown in economy in second half of the year as a result of demonetization.

Further, increase in Commodity Prices & Power Cost in the later part of the year also had an impact on Profits. The Company has undertaken a Special Project to streamline its Supply Chain and improve its Working Capital Management. Additionally, special efforts are being made by the Company to improve productivity and reduce cost, particularly for next generation Pistons, Pins, Rings and Engine Valves, and stay competitive.

TPM initiative was started at both the Plants during the year and is being continued. The Company has put concentrated efforts to upgrade safe working conditions for its employees at both the Plants. Company has been awarded Five Star rating by the British Safety Council, England and has also received the British Safety Council Sword of Honour for its continued commitment to Health and Safety of its employees, for both its units at Ghaziabad and Pathredi.

Implementation of stricter emission norms require significant investment in the development of new technologies. The Company is fully geared to meet this challenge and held well attended "Tech Days" with strategic customers to demonstrate its technology preparedness, based on a well-equipped Tech Centre and strong support from our Technology Partners. The Company is also taking proactive steps to obtain most modern design and manufacturing know-how from the Technology Partners for next generation Pistons, Pins, Rings and Engine Valves and retain its leadership in the market by offering latest technology products at competitive prices.

The Company achieved exports of Rs. 2436 Million, which was marginally higher than last year. Exports during the year were affected due to volatile exchange rates in Egypt, South Africa, Nigeria and in several markets in the Middle-East. Exports remain an important cornerstone in Company''s strategy for sustainable growth and to pro-actively acquire deeper understanding of the technology, quality and service expectations of global OEMs operating in advanced automobile markets. In spite of difficult economic situation in various countries, we expect double digit growth in exports during the current year.

There was no operation in subsidiary company, M/s SPR International Auto Exports Limited, during the year. Annual Accounts of subsidiary company are available on company''s website and shall also be kept for inspection by any member in the Head Office and Registered Office. Hard copy of Annual Accounts of subsidiary company would also be made available to members seeking such information.

In accordance with the Indian Accounting Standard (Ind AS - 110) on consolidated financial statements, the consolidated financial statements are attached, which form part of the Annual Report.

The Directors confirm that: -

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

2. appropriate 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 at 31^st March, 2017 and of the profit of the Company for the same year.

3. proper 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. internal financial controls are followed by the company and are adequate and operating effectively.

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

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

No orders were passed by the Regulators or Courts or Tribunals which could impact going concern status and company''s operations in future.

The Company appointed M/s Ernst & Young and M/s KPMG as its Internal Auditors, in addition to in house team. The Internal Control System is commensurate with the size, scale and complexity of company''s operations. The Internal Auditors report to the Chairman of Audit Committee.

The Internal Audit team monitors and evaluates 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.

Cost Audit Report of the Company for the year ended 31^st March, 2016, duly audited by M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi, was submitted to the Ministry of Corporate Affairs, Government of India on 27^th August, 2016 before the due date of 27^th September, 2016.

Pursuant to Company''s equity shares getting listed on "National Stock Exchange" w.e.f. 02^nd June, 2016, the shares cease to be on Dissemination Board of Bombay Stock Exchange.

Company is committed to good corporate governance practice and corporate social responsibility. In line with the Company''s principles/ commitment, the following policies/ programmes are in place and are available on Company''s website viz. www.shrirampistons.com under the link "Investors-Guide":

1. Corporate Social Responsibility (CSR) Policy,

2. Vigil Mechanism/ Whistle Blower policy,

3. Company''s policy on dealing with Related party transactions and

4. Familiarization programmes for Independent Directors.

Fixed deposits amounting to Rs. 212.37 Million were accepted during the year and deposits amounting to Rs. 1.91 Million pertaining to 40 depositors remained unclaimed/ unpaid at the close of the year. During the year, there was no default in repayment of deposits and interest thereon. Deposits accepted by the company are in compliance with requirements of Chapter V of the Companies Act, 2013.

Company has not given any loans, guarantees or made investments under section 186 of the Companies Act, 2013.

The Company''s contract/arrangements with the related parties are in the ordinary course of business and on arm''s length basis. Thus, provisions of Section 188(1) of the Act are not applicable.

Following reports which form an integral part of Directors'' report are enclosed: -

1. Report on "CORPORATE GOVERNANCE" - as per Annexure - I.

2. Report on "MANAGEMENT DISCUSSION AND ANALYSIS" - as per Annexure - II.

3. Report on "CONSERVATION OF ENERGY", "TECHNOLOGY ABSORPTION" and "FOREIGN EXCHANGE EARNING & OUTGO" - as per Annexure - III.

4. Data of "EMPLOYEES" - as per Annexure - IV.

5. Extract of "ANNUAL RETURN" - as per Annexure - V.

6. "DETAILS AND ANNUAL REPORT ON CSR" - as per Annexure - VI.

7. "SECRETARIAL AUDIT REPORT" - as per Annexure - VII.

8. "NOMINATION AND REMUNERATION POLICY" - as per Annexure-VIII.

9. "SALIENT FEATURES OF SUBSIDIARY COMPANY" - as per Annexure-IX.

In terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Business Responsibility forms part of this Annual Report.

Shri C.Y. Pal, Shri Ravinder Narain, Shri Inderdeep Singh and Shri Toru Suzuki are Independent Directors of the Company and have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

Shri Pradeep Dinodia and Shri M. Sekimoto, Directors, retire by rotation and being eligible, offer themselves for re-appointment. Brief resume and other details of Shri Pradeep Dinodia and Shri M. Sekimoto are given in the ''Notice of the Annual General Meeting''. Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Directors affirm that remuneration paid to all Directors, Key Managerial Personnel and Senior Management Personnel is as per the remuneration policy framed by Nomination and Remuneration Committee of the Company.

The Directors place on record their appreciation of the support extended to the Company by the Collaborators, the Bankers, its business associates and their appreciation of the work of all ranks of Company''s personnel during the year.

On behalf of the Board

New Delhi (PRADEEP DINODIA)

May 12, 2017 CHAIRMAN

---

Mar 31, 2016

The Directors have pleasure in presenting their 52^nd Annual Report along with the audited accounts of the Company for the year ended 31^st March, 2016.

Net sales of the Company increased by 12% during the year from Rs. 12444 Million to Rs.13930 Million. Gross Profit for the year, after all interest charges but before depreciation and taxes, increased by 29% over the last year from Rs. 1753 Million to Rs. 2259 Million.

Profit after tax for the year is Rs. 927 Million against Rs. 573 Million last year.

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

(Rs. Millions)

Particulars	Financial Year ended
	Standalone		Consolidated
	31/03/2016	31/03/2015	31/03/2016	31/03/2015
Total Income	14099.64	12615.86	14099.68	12615.90
Profit/(loss) before Interest, Depreciation & Tax (EBITDA)	2519.26	2073.43	2519.28	2073.45
Gross Profit	2258.97	1753.01	2258.98	1753.03
Depreciation	930.98	960.42	930.98	960.42
Profit Before Tax	1327.98	792.59	1328.00	792.61
Income Tax (including for earlier years)	400.69	219.43	400.69	219.43
Net Profit After Tax	927.29	573.16	927.31	573.18

The Directors, in their meeting of 07.05.2016, have recommended that equity shareholders be paid dividend of Rs. 4.00 per share for the year, inclusive of Rs. 2.00 per share already paid; the equity dividend along with dividend tax would absorb Rs. 107.72 Million against Rs. 94.14 Million last year and an amount of Rs. 819.57 Million be transferred to General Reserve Account.

While prices of Raw Materials reduced over last year, the company witnessed continuous demand from customers for price reduction and significant increase in competition from global players. Special efforts are being made by the Company to improve productivity and reduce cost, particularly for next generation Pistons, Pins, Rings and Engine Valves, and stay ahead of competition.

As part of this effort, the Company has decided to implement TPM at the Plant in Pathredi and renew the TPM initiative with a new thrust at its Plant in Ghaziabad.

The Government plans to implement BS-VI emission norms for Commercial Vehicles and Passenger Vehicles from 2020. Emission norms for 2/3-Wheelers and Industrial Engines are also under review. This would require significant investment in the development of new technologies. The Company is fully geared to meet this challenge with a well-equipped Tech Centre, which was set up in 2014 with strong support from our Technology Partners and is being constantly upgraded. The Company is also taking proactive steps to obtain most modern design and manufacturing know-how for next generation Pistons, Pins, Rings and Engine Valves and retain its leadership in the market by offering latest technology products at competitive prices.

The Company achieved exports of Rs. 2382 Million, which was 10% higher than last year. Exports remain an important cornerstone in company’s strategy for sustainable growth and to pro-actively acquire deeper understanding of the technology, quality and service expectations of global OEMs operating in advanced automobile markets. Our efforts to win business with OEMs in export markets, along with our Collaborators, have intensified and we successfully started mass production of latest generation Pistons for a premium global vehicle manufacturer in the year.

There was no operation in subsidiary company, M/s SPR International Auto Exports Limited, during the year. Annual accounts of subsidiary company are available on company’s website and shall also be kept for inspection by any member in the Head Office and Registered Office. Hard copy of Annual Accounts of subsidiary company would also be made available to members seeking such information.

In accordance with the Accounting Standard (AS - 21) on consolidated financial statements, the consolidated financial statements are attached, which form part of the Annual Report.

The Directors confirm that: -

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

2. appropriate 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 at 31^st March, 2016 and of the profit of the Company for the same year.

3. proper 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. internal financial controls are followed by the company and are adequate and operating effectively.

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

There are no disqualifications, reservations or adverse remarks or disclaimers in the Auditors’ and Secretarial Auditor’s Report.

No orders were passed by the Regulators or Courts or Tribunals which could impact going concern status and company’s operations in future.

The Company appointed M/s Price Waterhouse Coopers as its Internal Auditors, in addition to in house team. The Internal Control System is commensurate with the size, scale and complexity of company’s operations. The Internal Auditors report to the Chairman of Audit Committee.

The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control system 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.

Company’s equity shares were listed on ‘Delhi Stock Exchange’. SEBI, vide its order dated 19.11.2014 has withdrawn recognition of ‘Delhi Stock Exchange’. Accordingly, Company’s shares cease to be listed and have been moved to Dissemination Board of Bombay Stock Exchange (BSE) for facilitating dealing in Company’s shares.

Company is committed to good corporate governance practice and corporate social responsibility. In line with the Company’s principles/ commitment, the following policies/ programmes are in place and are available on Company’s website viz. www.shrirampistons.com under the link “Investors”:

1. Corporate Social Responsibility (CSR) Policy,

2. Vigil Mechanism/ Whistle Blower policy,

3. Company’s policy on dealing with Related party transactions and

4. Familiarization programmes for Independent Directors.

Fixed deposits amounting to Rs. 299.88 Million were accepted during the year and deposits amounting to Rs. 5.1 Million pertaining to 62 depositors remained unclaimed/ unpaid at the close of the year. During the year, there was no default in repayment of deposits and interest thereon. Deposits accepted by the company are in compliance with requirements of Chapter V of the Companies Act, 2013.

Company has not given any loans, guarantees or made investments under section 186 of the Companies Act, 2013.

The Company has entered into contract/arrangements with the related parties in the ordinary course of business and on arm’s length basis. Thus, provisions of Section 188(1) of the Companies Act, 2013 are not applicable.

Following reports which form an integral part of Directors’ report are enclosed: -

1. Report on “CORPORATE GOVERNANCE” - as per Annexure - I.

2. Report on “MANAGEMENT DISCUSSION AND ANALYSIS” - as per annexure - II.

3. Report on “CONSERVATION OF ENERGY”, “TECHNOLOGY ABSORPTION” and “FOREIGN EXCHANGE EARNING & OUTGO” - as per annexure - III.

4. Data of “EMPLOYEES” - as per annexure - IV.

5. Extract of “ANNUAL RETURN” - as per Annexure - V.

6. “DETAILS AND ANNUAL REPORT ON CSR” - as per Annexure - VI.

7. “SECRETARIAL AUDIT REPORT” - as per Annexure - VII.

8. “NOMINATION AND REMUNERATION POLICY” - as per Annexure-VIII.

9. “SALIENT FEATURES OF SUBSIDIARY COMPANY” - as per Annexure-IX.

Shri O.P. Khaitan, Independent Director and Chairman of Audit Committee of the Company, passed away on 06.12.2015. He made considerable contribution to the Company being a member of the Board since 1989 and on various committees, from time to time.

Shri Toru Suzuki was appointed as Independent Director w.e.f. 30.04.2015 in casual vacancy caused due to resignation of Shri Tokuo Washio.

Shri C.Y. Pal, Shri Ravinder Narain, Shri Inderdeep Singh and Shri Toru Suzuki are Independent Directors of the Company and have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013.

Shri Luv D. Shriram and Smt. Meenakshi Dass, Directors, retire by rotation and being eligible, offer themselves for reappointment.

Dr. Alexander Sagel was appointed as “Director in Casual vacancy” and his term is expiring in the forthcoming Annual General Meeting. The resolution seeking appointment of Dr. Alexander Sagel has been incorporated in the ''Notice of Annual General Meeting'' along with brief details about him. The company has received a notice under section 160 of the Companies Act, 2013 along with requisite deposit proposing his appointment.

Brief resume and other details of Shri Luv D. Shriram, Smt. Meenakshi Dass and Dr. Alexander Sagel are given in the ‘Notice of the Annual General Meeting’.

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The Directors affirm that remuneration paid to all Directors, Key Managerial Personnel and Senior Management Personnel is as per the remuneration policy framed by Nomination and Remuneration Committee of the Company.

The Directors place on record their appreciation of the support extended to the Company by the Collaborators, the Bankers, its business associates and their appreciation of the work of all ranks of Company’s personnel during the year.

On behalf of the Board

New Delhi (PRADEEP DINODIA)

May 07, 2016 CHAIRMAN