Shanthi Gears Ltd

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MANAGEMENT DISCUSSION & ANALYSIS

Dear Shareholders,

The Board is pleased to present the 52nd Annual Report together with the audited financial statements for the year ended 31st March 2025

1. Business Environment Global Economic Scenario

The global economy in FY 2024-25 remained resilient According to the International Monetary Fund (IMF), world GDP growth was approximately 3 3% in 2024, with a similar pace expected in 2025

Key factors influencing the global environment:

Monetary tightening by major central banks to combat inflation

Geopolitical tensions and trade policy uncertainties, impacting trade and investment flows

Inflation easing, projected to decline from 6.8% in 2023 to around 4 5% by 2025, but remains above target levels in many economies

Risks remain elevated, including trade barriers, financial market volatility, and geopolitical fragmentation Despite these headwinds, global industrial activity saw modest growth, supported by resilient demand in infrastructure and energy sectors, particularly for capital goods and industrial equipment However, consumer demand softened in several regions

On the Economy Indian Economy:

India's economy was a standout performer It became 4th largest global economy in 2025 and is projected to be world's fastest growing major economy (6 3% to 6 8% in FY 2025-26) Robust domestic demand driven by private consumption and sustained investment supported it's growth trajectory Government reforms over the past decade, coupled with strong public infrastructure spending, have boosted manufacturing and service activity Government continued its infrastructure push, raising capital expenditure outlay of 11.21 lakh crores (3.1% of GDP) earmarked in FY 2025-26 Union Budget. As the IMF reaffirms India's economic resilience, the country's role as a key driver of global growth continues to gain prominence Government initiatives (e g Make in India, Production-Linked Incentive schemes) and improving ease of doing business have continued to support the manufacturing sector's expansion The IMF projects steady expansion for the Indian economy, supported by firm private consumption, particularly in rural areas Overall, India's macroeconomic fundamentals

(moderating inflation, stable currency, adequate forex reserves) provided a favourable backdrop for industrial firms.

Industrial Gear Industry Outlook

The industrial gears and gearboxes sector witnessed steady growth during the year, underpinned by revival in core sectors and modernization trends Global market prospects remain positive – industry research indicates the global industrial gearbox market will increase from about $31-33 billion in 2024 to $41- 47 billion by 2029-2033, implying a CAGR of roughly 4 5-5 5% Key drivers worldwide include rising automation in manufacturing, increased investments in renewable energy (wind turbines deploy large efficient gearboxes), and demand for energy- motion control solutions The global gear market (including automotive and industrial) is similarly projected to expand at ~5-6% CAGR, reaching an estimated $222 billion in 2025 Manufacturers are embracing advanced technologies, for example, the use of AI/ML-driven design, analytics for predictive maintenance, and adoption of Industry 4 0 components (like IoT, AR/VR in training) - to improve product precision and reliability These trends are enabling gear producers to optimize productivity and meet stringent global quality standards

Indian Gear Industry

India is one of the largest gear markets in Asia and has experienced significant growth over the past decade.

FY 2024-25 continued this trajectory, propelled by multiple factors: (1) Strong end-user demand - rapid industrialization, infrastructure projects (steel, cement, power generation, railways) and a rebound in mining and construction activity all drove higher demand for industrial gearboxes Sectors like steel, cement and power - which heavily rely on gear-driven machinery, saw robust capacity utilization, translating into new orders for gear manufacturers (2) Automotive sector expansion - even as electric vehicles (EVs) gather pace, conventional and EV powertrains require high-precision gears The shift towards EVs presents a new avenue for specialized gear and EV gearbox production, supported by the government's push for electric mobility (3) Policy support - pro-manufacturing initiatives such as Make in India and higher import duties on certain equipment have encouraged localization of gear manufacturing Both domestic and foreign investments flowed into the sector, building capacity and technological capabilities (4) Technological adoption - Indian gear makers have increasingly automated and digitized their operations, using CAD/

CAM design, CNC machining centers, and robotics

Many are integrating Industry 4.0 practices (AI/ML algorithms for quality control, digital twin simulations, etc ) into factories This has enhanced operational efficiency and product quality across the industry.

Going forward, industry analysts anticipate steady growth in the Indian gear market (IMARC projects ~2 7% CAGR during 2025–2033 in value terms, though volume growth may be higher), with demand bolstered by ongoing infrastructure development and India's cost-competitive manufacturing base In summary, the business environment for Shanthi Gears in FY2024-25 featured a stable global economy with pockets of industrial demand, a strongly growing domestic economy investing in infrastructure, and a gear industry evolving through innovation and expanding to serve new markets

Growth Drivers

Growing Demand from Industrial Applications:

Gears have wide ranging applications across industries including oil & gas production plants, steel manufacturing facilities among others where they serve as components facilitating movement between various parts of machines/equipment used on shop floors.

Rising investments across these sectors resulting from government policies such as Make-in-India will further drive up demand during 2025-2031 making it another key driver behind industry expansion

Growing Demand from Automotive Industry: India's automotive industry has been growing consistently owing to increasing middle class wealth, improving living standards and rising disposable incomes This has resulted in increased demand for vehicles which use gears as a crucial component that enables power transmission between different parts of an engine or vehicle body Thus, this segment will be responsible for majorly fuelling growth in the overall gear market during 2025-2031

Challenges of the Market

High Maintenance Costs; Gears require regular maintenance due to their wearing out quickly when exposed to extreme temperatures or long hours without lubrication leading to higher costs associated with quality control measures needed while using them over prolonged periods of time thereby limiting their adoption rate amongst prospective customers operating on thin margins Increasing Raw Material Prices; With rise in raw material prices like iron ore used extensively while producing gears coupled with increasing costs associated with labor required for machining processes involved; manufacturers are facing challenges squeezing profits out of every transaction made thereby impacting financial performance adversely hampering prospects related with further growth down the line

Trends of the Market

Customized Solutions Gaining Traction; As businesses move towards multi enterprise software solutions integrated within workflows managed by internal teams customized solutions are becoming ncreasingly popular offering more precise results tailored according to customer needs Focus on Reducing Total Cost Ownership; To remain competitive manufacturers are relying heavily upon cost effective methods involving strategic integration points throughout supply chain process allowing them flexibility regarding price decisions enabling faster response times helping maintain healthy profit levels even after factoring expenses incurred while

Sector-wise prospects Railway

Indian Railways are embarked on a transformation phase in the next five years. The following five key developments will shape the future of India's rail transport system:-

1 Uncompromised Safety Standards with paramount focus on safety

2 A New Generation of Trains: The Railway Minister has announced a large-scale introduction of advanced trains, ensuring modernized travel experiences "We will see a large-scale movement of Vande Bharat Trains, Vande Bharat Sleeper Trains, Amrit Bharat Trains, and Namo Bharat Trains in the coming years," he stated

3 The Greenest Railways: Indian Railways is set to become the world's greenest railway network with, government's commitment to sustainability and eco-friendly transportation

4 Expansion of Bullet Train Corridors: India's high-speed rail ambitions are expanding, with new bullet train corridors planned across the country "In the coming years, we will see bullet train corridors coming up in many parts of the country "

5 Next-Generation Locomotives & Global Expansion:

India's plans to become a major manufacturer and exporter of railway equipment "We will also see a totally new generation of locomotives India will become a major railway equipment manufacturer and exporter in the coming years—the way we have in electronics, technology, and defence equipment Besides the above the Indian Railway Production Units will add 3,000 numbers of High Horse Power Locomotives creating demand of associated products to meet their Production Plans

With Indian Railways serving millions of passengers daily, modernisation has been a long-standing priority to enhance speed, safety, and efficiency.

Government's commitment to leveraging cutting-edge technology and infrastructure advancements, will ensure that the railways evolve into a world-class transportation system

Extrusion

The global extruder market size is worth around

USD 10,119 million in 2024 and is anticipated to reach around USD 16,799 million by 2034, growing at a notable CAGR of 5 2% from 2024 to 2034 The extruder market refers to the production, distribution, and use of this machine, which extrudes plastic, metal, or clay through a die There is a high demand for these extruders in applications like consumer goods, transportation, and building & construction, which is driving the growth of the extruder market The India Extruders Market is growing as industries rely on extrusion technology for the production of various plastic and metal products Extruders are critical for shaping materials into desired forms, making them essential in sectors like packaging, construction, and automotive The markets expansion is driven by the diverse applications of extrusion technology in India manufacturing The India extruders market is witnessing growth driven by the plastics and polymer processing industry Extruders play a vital role in shaping and processing raw materials into various products, such as pipes, films, and profiles. The booming construction and packaging industries, along with the demand for innovative and sustainable materials, contribute to the adoption of advanced extrusion technology The extruders market in India faces challenges related to the customization of equipment to meet diverse industry requirements. Different industries require various types of extruders, and meeting these specific needs can be complex Additionally, maintaining consistent product quality, especially for food and plastic processing, is a challenge The demand for sustainableandenergy- extrusion solutions further complicates product development

Cranes

The India crane market size reached USD 3 6 Billion in 2024 Looking forward, IMARC Group expects the market to reach USD 5 4 Billion by 2033, exhibiting a growth rate (CAGR) of 4 4% during 2025-2033 The

India crane market share is significantly expanding due to the growth in the construction industry, rapid technological advancements, and extensive research and development (R&D) activities in the region Cranes are a type of construction machinery used for loading and unloading heavy materials, machines, and goods They are manufactured using high-strength, low-alloy (HSLA) steels and elements, such as nickel, titanium, chromium, molybdenum, vanadium, and niobium. Mobile, fixed, marine, and port are some of the commonly available types of cranes They are equipped with cables, pulleys, hoists, and wire ropes and utilize electric motors and hydraulic systems to provide great lifting capabilities Cranes are cost-effective and offer a faster setup that helps improve efficiency and increase safety and productivity. As a result, they find extensive applications across the mining, construction, excavation, oil and gas, and marine industries One of the key factors driving the India crane market growth is the increasing construction and infrastructure activities in the country Cranes are widely used to lift and lower objects and move them horizontally for the construction of bridges, buildings, roads, and overpasses In line with this, the rapid expansion of residential, commercial, and industrial spaces is contributing to the India crane market demand Moreover, the widespread adoption of mobile cranes due to their flexibility and mobility in areas where static cranes can't reach is positively impacting the India crane market trends

Material Handling

The global material handling equipment market size was valued at USD 239.3 billion in 2024. The market is projected to grow from USD 252 53 billion in 2025 to USD 390.88 billion by 2032, exhibiting a CAGR of

6 4% during the forecast period

The India material handling equipment market generated a revenue of USD 5.79 billion in 2024 and is expected to reach USD 8 7 billion by 2030 The India market is expected to grow at a CAGR of 7 2% from 2025 to 2030 In terms of segment, cranes & lifting equipment was the largest revenue generating product in 2024 Racking & Storage Equipment is the most lucrative product segment registering the fastest growth during the forecast period In terms of revenue, India accounted for 2 4% of the global material handling equipment market in 2024 Country-wise, China is expected to lead the global market in terms of revenue in 2030

In Asia Pacific, China material handling equipment market is projected to lead the regional market in terms of revenue in 2030 India is the fastest growing regional market in Asia Pacific and is projected to ax reach USD 8 7 billion by 2030 Manufacturing segment dominated the India material handling equipment market and will continue its dominance throughout the forecast Make in India initiative to boost the growth of the manufacturing sector, the market is expecting to see attractive growth in manufacturing and consequently in logistics and distribution activities for the forecast duration Total warehousing requirement in India is expected to grow at a CAGR of 7 5% India logistic industry expected to grow at 15% to 20% per annum

Cement

The Indian cement industry is a key pillar of the nation's infrastructure and economic growth As the second-largest cement producer globally, it significantly contributes to India's GDP, industrial output, and employment With an installed capacity of around 690 million tpy, the sector plays a crucial role in housing, transportation, and urban infrastructure Cement production for FY23 – 24 is estimated at 390 million tpy, reflecting steady demand supported by government initiatives and private investments

The industry's growth has been marked by substantial capacity additions, with over 15 million tpy added in 2022 – 23 by major players like UltraTech Cement, Shree Cement, and ACC-Ambuja However, capacity utilisation is mixed, averaging 65 – 70%, with North and East India operating at near 80%, while the South faces overcapacity with utilisation as low as 50 – 55%

Housing accounts for 60% of cement consumption, followed by infrastructure projects (25%) and commercial real estate (15%) Government programmes like Bharatmala, Sagarmala, and Pradhan Mantri Awas Yojana (PMAY) are major drivers, with demand expected to exceed 500 million tpy by 2030

(Rs. Crores)

3. Review of Operations

In FY24-25, the Company reported improved performance Revenue from Operations at Rs.604 crores, registering a growth of 13% growth over the previous year This growth was owing to an increase in order inflow and deliveries.

Focus on Replacement segment in power transmission helped in sustaining the competitive advantage The business continued to build relationships through high levels of customer engagement during the year

Specific attention is given for development of alternate materials and processes to drive value addition and cost reduction Capital investments were made wherever technological upgradation was required

EBITDA increased to Rs.143.39 crore in FY25 from Rs.122 85 crores in FY24 – a growth of 17%

The Company registered a net profit of Rs.96.03 crores

(17% increase)

From a liquidity standpoint, the Company generated a Free Cash Flow of Rs.75 47 crores during the financial year and registered 75% growth over the previous year The Company's Return on Capital Employed improved to 35% in FY25 from 34% in FY24 The Company remains debt free and invests its surplus funds judiciously balancing safety and returns

4. Dividend

The Board of Directors declared an Interim Dividend of Rs.3/- per share (@ 300%) on equity share of the face value of Rs.1/- each for the financial year 2024-25, which was paid on 26th February, 2025 to all the eligible shareholders. A final dividend of Rs.2/- per share (@ 200%) has been proposed by the Board for the said financial year and together with the Interim Dividend of Rs.3/- per equity share, already declared and paid, in respect of the financial year 2024-25, Rs.5/- per share (@500%) will be considered as the total Dividend for the said financial year.

The dividend pay-out this year exceeded w r t Company's policy on Dividend Distribution, to commemorate the company's performance The Dividend Policy as approved by the Board is uploaded and is available on the following link on the Company's website, http://www.shanthigears. com/wp-content/uploads/2021/04/SGL-Dividend-

Distribution Policy pdf

Details thereof also form part of this Annual Report for the information of shareholders as Annexure–A

5. Share Capital

The paid up Equity Share Capital as on 31st March 2025 was Rs.7 67 Crores

6. Deposits

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and as such no amount of principal and interest were outstanding as on 31st March 2025

7. Particulars of Loans, Guarantees

During the year under review, the Company has not given any loans or guarantees under the provisions of Section 186 of the Companies Act, 2013 As part of treasury management, the Company deploys short-term surplus in units of mutual funds, the details relating to which form part of the Notes to the financial statements provided in this Annual Report

8. Directors

Mr Arun Venkatachalam,will retire by rotation at the ensuing Annual General Meeting under Section 152 of the Companies Act, 2013 and being eligible, he offers himself for re-appointment The Board records its appreciation for Mr J Balamurugan and Mr N Krishna Samaraj, Independent Directors for their dedication and contributions towards the growth of the organization They retired from the Board w.e.f 29th July, 2024 During the Financial Year 2024-25 Mr A Venkataramani, has been appointed as Independent Director with effect from 09th May, 2024 The Board of Directors confirms that the independent directors appointed during the year possess strong integrity and ethical conduct After reviewing their qualifications, background, and experience, the Board believes the director brings valuable expertise in negotiating joint venture agreements and setting up greenfield projects Their skills in strategic decision-making, governance, and risk management will enhance the Board's effectiveness The Board is confident that their independent perspective and contributions will support the company's long-term growth and strong governance All the Independent Directors of the Company have furnished necessary declaration in terms of Section 149(6) of the Act affirming that they meet the criteria of independence as stipulated under the Act In the opinion of the Board, all the Independent Directors fulfil the conditions specified in the Companies Act, 2013 and Rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and are independent of the Management

9. Key Managerial Personnel

Mr M Karunakaran, CEO & Whole-time Director, Mr Walter Vasanth P J, Company Secretary & Compliance Officer and Mr Ranjan Kumar Pati, Chief Financial Officer are the Key Managerial Personnel (KMP) of the Company as per Section 203 of the Companies Act, 2013

10. Internal Control System and their Adequacy

The Company has an Internal Control System, commensurating with its size, scale and complexity of its operations It has a sound system of internal controls in place to ensure the achievement of goals, evaluation of risks, and reliable financial and operational reporting This efficient internal control procedure is driven by a robust system of checks and balances that ensures the safeguarding of assets, compliance with all regulatory norms, and procedural and systemic improvements periodically The Company uses an ERP (Enterprise Resource Planning) package supported by in-built controls This guarantees timely financial reporting The audit system periodically reviews the control mechanism and legal, regulatory, and environmental compliances The internal audit team also checks the effectiveness of internal controls and initiates necessary changes arising out of inadequacies, if any All financial and audit controls are further reviewed by the Audit Committee of the Board of Directors

11. Internal Financial Control Systems with reference to financial statements

The Company has a formal system of internal financial control to ensure the reliability of financial and operational information, and regulatory and statutory compliances The Company's business processes are enabled by an Enterprise-wide Resource Platform (ERP) for monitoring and reporting processes resulting financial discipline and accountability

12. Enterprise Risk Analysis and Management

The Company's risk strategy is determined by its risk appetite defined by a series of risk criteria The criteria are based on sectoral realities, customer circumstances, liquidity available and its earnings target within accepted volatility limits These criteria provide a reference for our operating divisions

The Company's risk management framework comprises a combination of centrally issued policies and divisionally-evolved procedures that are regularly reviewed for their alignment with sectoral dynamics and evolving trends The framework encompasses strategy and operations and seeks to proactively identify, address and mitigate existing and emerging risks with the goal of making the business model emerge stronger and business growth becomes sustainable The Company has constituted a Risk Management Committee aligned with the requirements of the Companies Act, 2013 and Listing Regulations The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of this Report The Company operates across various product platforms built over the years Relative advantages and disadvantages of such product verticals are studied and advances are tracked The Company seeks to address technology gaps through continuous benchmarking of existing manufacturing processes with developments in the industry and in this connection has made arrangements with technology consultants Sub-par utilization of capacities may lead to inadequate leverage benefits The Company is ramping up its marketing efforts towards successful product establishment and market acceptance of its products, exploring development of alternate products and establishing a range of applications

13. Corporate Governance

Your Company is committed to maintaining high standards of Corporate Governance A report on Corporate Governance, along with a certificate from the Practicing Company Secretary on compliance with Corporate Governance norms forms part of this report as Annexure-H

14. Corporate Social Responsibility (CSR)

As a corporate citizen, your Company is committed to the conduct of its business in a socially responsible manner The Company contributed a portion of its profit to the promotion of worthy causes like education, healthcare, scientific research etc As a part of the Corporate Social Responsibility program, the Company has undertaken projects in the areas of Education, Scientific Research, etc , List of CSR Activities, Composition of CSR Committee and CSR Policy is annexed herewith as Annexure-B

15. Annual Return

The Annual return in Form MGT-7 is available on the Company's website at the following link: http://www.shanthigears.com/annual-return/

16. Directors Responsibility Statement

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and belief confirm that: a) in the preparation of the annual accounts, applicable Accounting Standards have been followed and that there were no material departures therefrom; b) they have, in the selection of the accounting policies, consulted the statutory auditors and have applied their recommendations consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March 2025 and of the profit of the Company for the year ended on that date; c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year ended 31st March 2025; and f) proper system has been devised to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended 31st March 2025

17. Policy on Appointment and Remuneration of Directors

Pursuant to Section 178 (3) of the Companies Act, 2013 the Nomination and Remuneration Committee of the Board of the Company has formulated the criteria for Board nominations as well as policy on remuneration for Directors and employees of the Company The Remuneration policy provides the framework for remunerating the members of the Board, Key Managerial Personnel and other employees of the Company This policy is guided by the principles and objectives enumerated in Section 178 (4) of the Companies Act, 2013 and reflects the remuneration philosophy and principles of the Murugappa Group to ensure reasonableness and sufficiency of remuneration to attract, retain and motivate competent resources, a clear relationship of remuneration to performance and a balance between rewarding short and long-term performance of the Company The policy lays down broad guidelines for payment of remuneration to Executive and Non-Executive Directors within the limits approved by the shareholders The Board Nomination criteria and the Remuneration policy are available on the website of the Company at http://www.shanthigears. com/wp-content/uploads/2019/05/SGL-Remuneration-Policy-Mar-2019.pdf

18. Related Party Transactions

All related party transactions that were entered during the year under review were on an arm's length basis and were in ordinary course of business There are no materially significant related party transactions during the year which may have a potential conflict with the interest of the Company at large Necessary disclosures as required under Accounting Standard (Ind AS 24) have been made in the notes to the Financial Statements The Policy on Related Party Transactions, as approved by the Board, is uploaded and is available on the Company's website https://www.shanthigears. com/wp-content/uploads/2025/04/Policy-on-

Related-Party-Transactions pdf

None of the Directors had any pecuniary relationships or transactions vis-?-vis the Company All transactions with Related Parties under the

Companies Act, 2013, entered during the financial year were in the ordinary course of business at arm's length and hence no particulars are required to be entered in the Form AOC-2 Further, all transactions entered into with Related Parties during the year even at arm's length basis in the ordinary course did not exceed the thresholds prescribed under the Companies (Meetings of Board and its Powers) Rules, 2014 or Listing Regulations or the Company's Policy in this regard and hence no disclosure was required to be made in Form AOC-2 Accordingly, there are no contracts or arrangements entered into with Related Parties during the year to be disclosed under Sections 188(1) and 134(3)(h) of the Companies Act, 2013 in Form AOC-2 The form is enclosed as Annexure E.

19. Board Evaluation

The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report

20. Vigil Mechanism/Whistle Blower Policy

The details of Vigil Mechanism/Whistle Blower policy are given in the Corporate Governance Report

21. Business Responsibility & Sustainability Reporting

As required under the SEBI Listing Regulations which mandate the inclusion of a Business Responsibility & Sustainability Report as part of the Annual Report for the top 1000 listed entities based on market capitalization, the Business Responsibility Report forms part of the Annual Report as Annexure G The Business Responsibility Policy of the Company is displayed in the Company's website at the following link: http://www.shanthigears.com/wp-content/ uploads/2020/06/SGL-BRR-Policy-May-2020.pdf

22. Declarations/Affirmations

During the year under review:

there were no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the financial year of the Company to which the financial statements relate viz., 31st March 2025 and the date of this Report; & there were no significant material orders passed by the regulators or courts or tribunals impacting the Company's going concern status and its operations in future

23. Human Resources

Intellectual capital has been the cornerstone of Shanti Gear's sustenance over the years The Company has a large pool of engineers This critical competitive edge has enabled the Company to stand out from the clutter and develop niche solutions that address the ever-evolving requirements of the sectors it caters to The HR strategy and initiatives of your Company are designed to effectively partner the business in the achievement of its ambitious growth plans and to build a strong leadership pipeline for the present and several years into the future Industrial Relations continued to be cordial Senior leaders have been investing lot of time and efforts in identifying and developing succession pipeline for critical positions in the organization The transition management programmes viz , FTF and LEAD have been very successful and as part of the programme, implementation of Individual Development Plans (IDPs) for talent pool identified through these programmes is being facilitated The IDPs are being reviewed regularly and On-the-Job projects, job enlargement/job rotation, mentoring support to the Talents are being provided Coaching & mentoring was done for select talent across the organization with an intent of developing future leaders Internal employees have been given opportunities to take up higher roles and grow in the system under Grow from within Scheme The Company had 503 permanent employees on its rolls, as on 31st March 2025 The disclosure with respect to remuneration as required under Section 197 of the Companies

Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached and forms part of this Report as Annexure-C The information relating to employees and other particulars required under Section 197 of the

Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be provided upon request In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members excluding the information on employees, particulars of which are available for inspection by the Members at the Registered Office of the Company during business hours on all working days of the Company up to the date of the forthcoming Annual General Meeting If any Member is interested in obtaining a copy thereof, such member may write to the Company Secretary in the said regard

24. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith as Annexure-D

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

The Company has in place a Prevention of Sexual Harassment policy (POSH) in line with the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 Internal Compliance Committee (ICC) has been set up to redress complaints received regarding sexual harassment All employees (Permanent, contractual, temporary and trainees) are covered under this policy The Company has not received any complaints about sexual harassment during the year 2024-25

26. Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed R Sridharan & Associates, Company Secretaries to undertake Secretarial Audit of the Company The Secretarial Audit Report is annexed herewith and forms part of this Report as Annexure F Accordingly, no qualification or observation or other remarks have been made by the Secretarial Auditor in his Report

27. Auditors

The Members have appointed of M/s MSKA

& Associates, Chartered Accountants, (Firm Registration No 105047W) the Statutory Auditors of the Company for a period of 5 years from the conclusion of 50th AGM (2023) till the conclusion ratification of 55th AGM (2028) subject to of such appointment by members at every AGM The requirement to place the matter relating to ratification the appointment of auditors for by

Members at every AGM has been done away with the Companies (Amendment) Act, 2017 with effect from 7th May 2018 Accordingly, no resolution is beingproposedfor of the appointment of statutory auditors at the Fifty-Second AGM The Statutory auditor's report forms part of the Annual report and no qualifications or observations or other remarks have been made by Statutory auditor in his report

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records and Audit) Rules, 2014, the Company has maintained cost records in respect of Gears, Gearboxes and Accessories for the Financial Year 2024-25 Mr B Venkateswar was appointed as Cost Auditor for the audit of the Cost Accounting records of the Company for the year ended 31st March 2026 A resolution seeking Members' of the Remuneration payable to the

Cost Auditor is included in the AGM notice dated 24th April 2025. The Cost Audit report will be filed within the stipulated period

M/s. Sridharan & Sridharan Associates, Firm of

Company Secretaries in Practice is proposed to be appointed as Secretarial Auditors for a term of 5 (Five) consecutive years, from the conclusion of 52nd AGM (2025) till the conclusion of 57th AGM (2030) subject to shareholders approval at the 52nd Annual General Meeting A resolution seeking Members approval is included in the AGM notice dated 24th April 2025

28. Subsidiaries/Associates/Joint Ventures

The Company does not have any subsidiaries/ Associates/Joint Ventures.

29. Secretarial Standards

The Company has duly complied with the applicable Secretarial Standards as required by the Companies Act, 2013

30. General

The Company has not issued equity shares with differential voting rights or sweat equity shares, there is no reportable event with respect to one time settlement with any Bank or Financial Institution and no corporate insolvency resolution process was initiated under the Insolvency and Bankruptcy Code, 2016, either by or against the Company, before National Company Law Tribunal

31. Change in Nature of Business

There has been no change in the nature of business during the financial year under review

32. Other Confirmations

No application under the Insolvency and Bankruptcy Code, 2016 (IBC) was made on the Company during the year Further, no proceeding under the IBC was initiated or is pending as at 31st March 2025 There was no instance of one time settlement with any Bank or Financial Institution

33. Acknowledgment

The Directors thank all Customers, Vendors, Banks, State Governments and Investors for their continued support to your Company's performance and growth The Directors also wish to place on record their appreciation of the contribution made by all the employees of the Company in delivering good performance during the year