TO THE ESTEEMED MEMBERS,
The Board of Directors (‘the Board') of SPR Auto Technologies
Limited (formerly Shriram Pistons & Rings Limited) (‘the Company') are
pleased to present the 62nd 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, 2026 (FY 2025-26).
FY 2025-26 was a landmark year for the Company, marked by robust
growth, strategic acquisitions and diversification into new product categories. Despite a
challenging and evolving global macroeconomic environment characterised by geopolitical
uncertainties and supply chain disruptions, the Company delivered a strong improvement in
revenue and profitability, outpacing the broader industry. On a consolidated basis,
performance was further strengthened by the impact of strategic acquisitions and improved
contributions across subsidiaries.
A key highlight of the year was the successful acquisition of
automotive interiors and lighting business, which has strengthened the Company's
presence beyond its core product lines while expanding its addressable market. The
integration of these businesses has enhanced the customer relationship and broadened the
overall product portfolio.
During the year, the Company continued to invest in expansion of
manufacturing capacities and technologies
toimproveoperationalefficiencyanddeliveryperformance. New assembly centre has been
commissioned, supporting improved execution capabilities and readiness to meet customer
requirements.
The Company also made steady progress in developing products across
multiple powertrain solutions and future technologies, including electric, hybrid and
alternative fuels such as ethanol, biofuels and Compressed Bio Gas. With the recent
acquisition, the Company has broadened its participation in the automotive technology
arena, adding capabilities in auto interiors, plastic doors and trims, and interior
lighting solutions thereby enhancing product diversity and increased content per vehicle,
reinforcing the Company's position as a multi-domain automotive components supplier.
In addition, the Company continued to diversify its revenue streams
through increased contribution from exports, aftermarket and non-automotive applications,
including railways, snowmobiles, compressors, marine, defence and industrial engines.
The Company also continued its focus on sustainability initiatives,
including enhanced use of renewable energy.
This initiative has been well recognised through various awards in the
areas of ESG, safety, diversity and corporate excellence.
Entering FY 2026–27 with strong momentum, the Company remains
focused on strengthening its operational capabilities, expanding its product portfolio and
delivering long-term value for all stakeholders, while continuing to navigate external
challenges including geopolitical developments, cost pressures and supply chain
uncertainties.
FINANCIAL & OPERATIONAL PERFORMANCE AND STATE OF THE COMPANY'S
AFFAIRS
FY 2025-26 has been a strong year for the Company, as it delivered its
highest ever financial performance, reaching Rs. 36,261 Million on standalone total
income. The Company's manufacturing capabilities, supported by advanced technology
and global partnerships, enabled these achievements and reinforced its position as a
leading manufacturer and exporter.
During the year under review, standalone total income increased from
Rs. 32,827 Million in the previous year to Rs. 36,261 Million, while revenue from
operations grew from Rs. 31,795 Million to Rs. 35,266 Million. Profit before Depreciation
and Taxes (before Other Comprehensive Income), after interest, increased from Rs. 7,545
Million to Rs. 7,706 Million.
During the year under review, consolidated total income increased from
Rs. 36,612 Million in the previous year to Rs. 45,713 Million, while revenue from
operations grew from Rs. 35,498 Million to Rs. 44,587 Million. Profit before Depreciation
and Taxes (before Other Comprehensive Income), after interest, increased from Rs. 8,013
Million to Rs. 8,991 Million.
The improved performance was driven by higher production volumes,
expansion into new customer segments and continued focus on operational efficiencies.
Initiatives undertaken during the year included strengthening vendor partnership,
optimizing working capital, increasing automation and enhancing use of data analytics,
which supported better cost structure and improved efficiency.
The Company continued to invest in capacity expansion, modernization
and technology, supporting both existing operations and new product segments.
Looking ahead, the Company continues to focus on operational
efficiency, product development and disciplined growth, supported by its strong financial
position and execution capabilities.
FINANCIAL HIGHLIGHTS
The summarized standalone and consolidated results of the Company are
as under:
(Rs. in Million)
|
Financial Year Ended |
|
Standalone |
Consolidated |
| Particulars |
March 31, 2025 |
March 31, 2026 |
March 31, 2025 |
March 31, 2026 |
| Revenue from |
31,795 |
35,266 |
35,498 |
44,587 |
| Operations |
|
|
|
|
| Other Income |
1,032 |
995 |
1,114 |
1,126 |
| Total Income |
32,827 |
36,261 |
36,612 |
45,713 |
| Profit/(loss) before |
7,793 |
8,201 |
8,357 |
9,613 |
| Interest, Depreciation & |
|
|
|
|
| Tax (EBITDA) |
|
|
|
|
| Profit before |
7,545 |
7,706 |
8,013 |
8,991 |
| Depreciation and Taxes |
|
|
|
|
| (before OCI) |
|
|
|
|
| Depreciation |
865 |
888 |
1,197 |
1,486 |
| Profit Before Tax |
6,680 |
6,818 |
6,817 |
7,505 |
| (before OCI) |
|
|
|
|
| Income Tax |
1,702 |
1,681 |
1,661 |
1,891 |
| (including for earlier |
|
|
|
|
| years) |
|
|
|
|
| Net Profit After Tax |
4,978 |
5,136 |
5,156 |
5,614 |
| (before OCI) |
|
|
|
|
| Dividend including |
440 |
440 |
440 |
440 |
| Dividend Distribution |
|
|
|
|
| Tax |
|
|
|
|
| (on a declared basis) |
|
|
|
|
| Amount transferred to |
4,585 |
4,752 |
4,672 |
5,095 |
| General Reserve |
|
|
|
|
Note: For F.Y. 2025-26, Profit includes the one-time impact of New
Labour Code for Rs. 237 Million on Standalone Basis and Rs. 271 Million on Consolidated
Basis.
EXPORTS AND STRATEGIC DEVELOPMENTS
During FY 2025-26, exports registered an increase of 2.36%, growing
from Rs. 4,840 Million in the previous year to Rs. 4,954 Million, despite an extremely
challenging global environment impacted by geopolitical uncertainties. During the year,
the Company expanded its presence across new product segments and applications,
contributing to further diversification of the business across geographies in global
market.
KEY BUSINESS DEVELOPMENTS
During FY 2025–26, the Company undertook several key initiatives,
including strategic acquisitions, capacity expansion and technology investments, to
strengthen its operations and expand its product portfolio.
A. Change of Name and Alteration of MOA & AOA
Pursuant to the Board's approval on February
2, 2026 and shareholders' approval via Special Resolution through
Postal Ballot on March 12, 2026, the Registrar of Companies approved the change of the
Company's name from ‘Shriram Pistons & Rings Limited' to ‘SPR Auto
Technologies Limited', effective April 2, 2026. The new name was adopted to better
align with the Company's broader business profile and expanded scope of operations
across multiple product segments and state of art technologies.
This transition to SPR Auto Technologies Limited marks a defining
milestone in our evolution into a multi-product, multi-domain auto components supplier.
This identity embodies our strategic vision to build a future-ready, technology-led
business franchise, positioned to deliver integrated solutions across the automotive
ecosystem. To align with this diversification and ensure compliance with the Companies
Act, 2013 (‘the Act'), shareholders also approved by Postal Ballot on March 12,
2026, the adoption of a new set of Memorandum of Association (MOA) and Articles of
Association (AOA). The amendment to the Main Object Clause of the MOA, confirmed by the
Ministry of Corporate Affairs on March 27, 2026, enables the Company to broaden its
operations and pursue synergistic opportunities. Replacement of the erstwhile MOA and AOA
framed under the Companies Act, 1956 was necessary to bring the Company's
constitutional documents fully in line with current statutory provisions.
The updated MOA and AOA are available on the website of the Company at
https://shrirampistons. com/wp-content/uploads/2026/04/MOA-AOA.pdf
B. Strategic Acquisitions & Business Expansion
During FY 2025-26, the Company undertook a significant strategic
acquisition to expand its portfolio into new product segments within the automotive
components space.
Acquisition of Grupo Antolin's Indian Operations
On January 8, 2026, the Company acquired 100% equity stake in three
entities of Spain's Grupo Antolin at an aggregate Enterprise Value of Euro 159
Million (approximately Rs. 16,700 Million). The transaction included acquisition of: a)
Antolin Lighting India Private Limited (ALIPL) (acquired 100 % stake); b) Grupo Antolin
India Private Limited (GAIPL) (acquired 100 % stake); and c) Grupo Antolin Chakan Private
Limited (GACPL), subsidiary of GAIPL (indirectly acquired ~ 99.99 % stake) The acquisition
expands the Company's footprint into automotive interior and lighting product
segments and strengthens its presence across a wider range of components. The acquired
entities bring capabilities in automotive interior solutions, including headliner
substrates, modular headliners, sunvisors, door panels, centre floor consoles, pillar
trims, front-end carriers, overhead consoles, cockpit dashboards, dome lamps, ambient
lighting, touch panels and capacitive pads.
The transaction also provides access to an established customer base of
leading OEMs in India, strengthening the Company's market presence. As part of the
transaction, the Company entered into a Technology Licensing Agreement with Grupo Antolin,
Spain, enabling continued access to technical know-how and supporting new product
development in interior and lighting solutions.
Name Change of the subsidiaries post acquisition
Post-acquisition and pursuant to the approval of the requisite
authorities: a) ALIPL was renamed as SPR Auto Interior Lighting Solutions Private Limited
(‘SPR Lighting') (effective March 10, 2026); b) GAIPL was renamed as SPR Auto
Interior Solutions Private Limited (effective March 11, 2026) (‘SPR Interior');
and c) GACPL was renamed as SPR Auto Interior Solutions Chakan Private Limited (effective
March 11, 2026) (‘SPR Chakan')
Technology & Innovation
During the year, the Company continued to strengthen its technological
and engineering capabilities across key product segments and applications. This included
investments in tooling, precision manufacturing and design capabilities to support
evolving customer requirements and product development. The Company enhanced its
capabilities through the acquisition of Karna InterTech Private Limited
(‘Karna'), which has strengthened in-house tooling and manufacturing
capabilities. In addition, group companies, including SPR TGPEL Precision Engineering
Limited, SPR Takahata Precision India Private Limited and SPR EMF Innovations Private
Limited, continued to expand their engineering and manufacturing capabilities.
These initiatives support the Company's ability to develop
high-precision components, improve product quality and strengthen its capability to
address both conventional and emerging mobility technologies.
Asset Purchase Agreement
The Company executed an Asset Purchase Agreement (APA) with Sunbeam
Lightweighting Solutions Limited (formerly Sunbeam Lightweighting Solutions Private
Limited), (a Wholly Owned Subsidiary of the Craftsman Automation Limited), to acquire
piston manufacturing lines and related machinery and assets for a total consideration of
Rs. 280 Million. This acquisition has enhanced manufacturing capacity and improved
operational efficiencies.
Strengthening of Legacy Businesses and Production Maximisation
The Company continued to invest in production augmentation and
modernization across its manufacturing locations. Capacity expansion programmes were
undertaken at Ghaziabad, Pathredi and Pithampur (in SEL) to strengthen & augment
existing capacities across product lines. These investments are aimed at improving
throughput, reducing bottlenecks and supporting customer demand.
Investments, Market Expansion
The Company continued to expand its presence in domestic and
international markets through ongoing investments and strengthening of its aftermarket
network. These initiatives contributed to improved market reach and customer engagement.
Strengthening core operations and future mobility capabilities
The Company reinforced its core operations through modernization and
production expansion. During the year, the following facilities were commissioned:
• A world class state of the art manufacturing facility at
Coimbatore under the step-down subsidiary SPR EMFI for manufacturing of motors and
controllers for electric mobility solutions
• A new assembly centre at Bhora Kalan, Gurugram to strengthen
supply chain and delivery performance.
Progress in Electric Vehicle (EV) Mobility through SPR EMFI
The Company continued to advance its electric mobility initiatives
through SPR EMF Innovations Private Limited (‘SPR EMFI'). The subsidiary
strengthened its in-house capabilities for design, development, prototyping and testing of
motors and controllers for electric mobility solutions. During the year, SPR EMFI enhanced
its manufacturing capacities, initiated production of motors and controllers at new
manufacturing facility and obtained relevant regulatory certifications, including ICAT
certification for its PM E-Drive initiative. The new facility at Coimbatore got
commissioned during the year and manufacturing has commenced from the facility.
Expansion of Precision Plastic Component Businesses
The Company continued to strengthen its precision plastic component
business through capacity expansion at Neemrana plant (SPR Takahata) and at Noida plant
(SPR TGPEL). These businesses, together with recently acquired automotive interior and
lighting business, support the Company's diversified product portfolio across
multiple applications.
C. Continuity of Strategic Technology Collaborations
The Company continued to maintain its longstanding technology
collaborations across key product lines, ensuring continuity of technical know-how and
support for ongoing operations:
Extension of Technical Collaboration with FUJI OOZX INC., Japan
The Company executed a revised Technical Collaboration Agreement with
FUJI OOZX INC., Japan. The agreement extends the scope of technical know-how and
assistance for manufacturing engine valves in India for a further period of five years,
while all other terms and conditions remain unchanged. The agreement has been in place for
over three decades and continues to support the manufacture of advanced engine valve
technology in India, with the objective of enabling the Company to access the latest
manufacturing technology and pursue new business opportunities.
Assignment of Licence Agreement(s) following Kolbenschmidt
Organizational Realignment
Pursuant to the organizational restructuring of
KolbenschmidtPistonsGermanyGmbH,certain functions were transferred to Kolbenschmidt
Pistons Management GmbH. Accordingly, the existing licence agreement(s) with the Company
were assigned to the new entity, which has assumed all rights and obligations under the
agreement(s). The agreement has been in place for over five decades and the scope of
services and commercial terms remain unchanged i.e., to provide access to the latest
manufacturing technology, knowhow, patents and trademarks to support the manufacture and
sale of pistons for internal combustion engines.
Reorganization of Riken Corporation and Continuity of Technical
Agreements
The reorganization of the Company's technical collaborator, Riken
Corporation, became effective from April 1, 2026. Following the restructuring, all
technical agreements stand transferred to NPR-RIKEN Corporation, ensuring continuity of
the existing arrangements. The reorganization does not impact the shareholding, and
NPR-RIKEN Niigata Corporation continues to hold 21.30% equity in the Company. The
agreements have been in place for over four decades and continues to provide access to
advanced know-how, patents and trademarks for the manufacture and sale of specific types
of piston rings for internal combustion engines and to support business opportunities in
both domestic and export markets.
Technology tie-up with Honda Foundry, Japan
The Company continues to maintain its technical collaboration
arrangement with Honda Foundry Co., Ltd., Japan for manufacturing of Pistons and the
agreement has been in place for over four decades. Besides the above, the Company, through
its subsidiary SPR Takahata, has an agreement in place with Takahata Precision Co., Ltd.,
Japan for precision engineering and component manufacturing. Further, pursuant to the
acquisition of Grupo Antolin's Indian operations, the Company's subsidiaries
viz. SPR Interior and SPR Lighting, have entered into a Technology Collaboration
Arrangement with Grupo Antolin, Spain. Grupo Antolin, headquartered in Burgos, Spain, is a
leading Tier-1 supplier of automotive interior solutions, specializing in headliners, door
panels, and lighting systems. With operations in over 24 countries and revenues exceeding
€4 billion. It partners with major global OEMs to design, develop, and manufacture
premium interior components. These collaborations strengthen the subsidiaries'
technology capabilities across automotive interior and lighting segments.
D. Technology Development and Product Innovation
During the year, the Company continued to develop products across
multiple fuel solutions and technology applications, including CNG, LNG, PNG, hybrid,
flex-fuel, hydrogen, H-CNG and electric applications, reflecting a powertrain-agnostic
approach to product development. This multi-technology approach reflects the
Company's view that multiple mobility solutions will coexist for a considerable time
and that long-term competitiveness will depend on technological readiness across several
platforms rather than dependence on a single propulsion architecture.
E. Exports, New Applications and Market Reach
The Company also continued to strengthen its reach in international
markets. The Company is expanding into several new end-use applications such as marine
engines, defence engines, railway applications and other non-automotive use cases. The
Company's presence in more than 45 countries across 5 continents indicates that such
geographical diversification supports flexibility by balancing exposures across regions
and by balancing growth in different market cycles. The Company also continued to
strengthen its aftermarket and customer engagement strategy with deeper market penetration
and broader product reach.
INVESTOR ENGAGEMENT AND GOVERNANCE
The Company continued to maintain a structured and transparent investor
engagement framework, aligned withapplicableregulatoryrequirementsandgovernance standards.
During FY 2025–26, the Company conducted regular earnings calls and investor
interactions, providing timely updates on financial performance and key developments.
These forums enabled management to effectively address investor queries and maintain open
communication with stakeholders. The Company ensured that all such interactions remained
fully compliant with applicable SEBI regulations, with no disclosure of unpublished
price-sensitive information. The Company also continued to strengthen its governance
framework through enhanced oversight, monitoring and compliance processes. The Board and
its Committees function in accordance with defined roles and responsibilities, ensuring
accountability and effective decision-making.
SUSTAINABILITY & ESG INITIATIVES – A COMMITMENT TO RESPONSIBLE
GROWTH
The Company continued to strengthen its sustainability initiatives
during FY 2025–26 through various actions focused on energy efficiency, use of
renewable energy, water management, waste reduction, workplace safety and community
development. As an automotive components manufacturer, the Company recognises its role in
supporting the transition towards more efficient and lower-emission mobility solutions.
Environmental Stewardship – Using Resources More Efficiently
The Company's environmental initiatives are focused on improving
resource efficiency and reducing the environmental impact of its manufacturing operations.
During FY 2025–26, key initiatives were undertaken across manufacturing locations in
areas such as renewable energy adoption, energy efficiency, emissions management, water
conservation and waste reduction. These initiatives contributed to improved operational
efficiency and strengthened environmental compliance across plants. Key outcomes include
expansion of renewable energy usage, improvement in energy efficiency, enhancement of
emissions control systems, and continued focus on water recycling and waste minimisation.
Detailed disclosures on conservation of energy, technology absorption and environmental
initiatives are provided in Annexure – III to this Board's Report.
Social Responsibility – Supporting People and Communities
The Company continued to undertake Corporate Social Responsibility
(CSR) initiatives focused on healthcare, education, skill development, women empowerment,
environment preservation and support for vulnerable communities around its operational
locations. The CSR programmes were implemented through structured interventions across
healthcare services, educational support, livelihood and skill development initiatives,
and targeted programmes for community welfare. These initiatives were undertaken across
key locations including Ghaziabad, Pathredi and Neemrana through programmes such as
medical dispensaries, mobile health units, education support initiatives, vocational
skills initiatives, women empowerment programmes and community welfare activities.
Detailed disclosures on CSR initiatives, projects and expenditure are provided in the
Report on CSR Activities (Annexure – V) forming part of this Board's
Report, and further disclosures are covered in the Business Responsibility and
Sustainability Report (BRSR).
Governance Excellence
The Company has put in place appropriate governance
structuresforoversightofsustainabilityandESGinitiatives. Further details on ESG
governance, risk management, policies and disclosures are provided in the ESG Report and
the Business Responsibility and Sustainability Report (BRSR), which form part of this
Annual Report.
AWARDS, ACCOLADES, ESG RATINGS AND EXTERNAL RECOGNITION
During FY 2025–26, the Company's efforts in sustainability,
governance, safety, quality and operational excellence were recognised by customers,
industry bodies and ESG assessment platforms. These recognitions reflect the
Company's continued progress towards becoming a more responsible, resilient and
high-performing organisation.
The Company has been recognized by Dun & Bradstreet (D&B) as an
ESG Registered Company and has been featured among the Top 500 Value-Creating Companies in
India. It also received EcoVadis Bronze recognition and achieved a `B' rating for
Climate and Water disclosure under CDP 2025.
Other recognitions included the Excellence in ESG Gold Award 2025 by
ACMA, Significant Achievement in Corporate Sustainability - 2025 from CII and the
Sustainability Excellence Award 2025 from the Indian Chamber of Commerce. The Company was
also recognised in the ‘Gold' category by TVS for sustainability, awarded
‘A' category by Mahindra & Mahindra, and received commendations for
sustainability and responsible business practices.
On governance, the Company was again conferred the Golden Peacock Award
for Excellence in Corporate Governance – 2025 by the Institute of Directors,
reaffirming its recognition for best governance practices. The Company was also awarded a
Certificate of Appreciation at the 25th edition of the ICSI National Awards for Excellence
in Corporate Governance, underscoringitssustainedcommitmenttotransparency, accountability,
and ethical standards.
The Company also received recognition from customers and industry
bodies across quality, manufacturing excellence, exports, innovation, safety and supplier
performance. Awards and acknowledgements from organisations including ACMA, CII, JIPM,
Maruti Suzuki, Bajaj Auto, Mahindra & Mahindra, Honda, Cummins, ZF Global, Hero
MotoCorp, Tata Motors, TAFE, Hyundai Motor India, EEPC and QCFI reflect its strong
execution capabilities and trusted position in the automotive components industry.
These recognitions reflect the Company's continued focus on
operational performance, governance and sustainability. The details of Awards &
Appreciation are also available on the website of the Company at https://
shrirampistons.com/awards-and-achievements/.
SHARE CAPITAL
During the year under review, there was no change in the authorized,
issued, subscribed or paid-up share capital of the Company. Further, the Company has not
issued any equity shares with differential rights/sweat equity shares under Companies
(Share Capital and Debentures) Rules, 2014 during the year. However, the Company undertook
debt issuances in the form of Commercial Papers and Non-Convertible Debentures as detailed
below.
COMMERCIAL PAPERS
During the year, the Company had issued and allotted Commercial Papers
(CPs) aggregating to Rs. 10,000 Million on private placement basis to support inorganic
growth, which were subsequently listed on the National Stock Exchange of India Limited
(NSE). The CPs carried a tenure of 62 days, with the date of maturity falling on February
24, 2026.
The Company has duly fulfilled its payment obligation and fully
redeemed the CPs on the maturity date i.e., February 24, 2026. The redemption was
completed in accordance with the terms of issue and no liability remains outstanding.
The details of commercial papers are also available on the website of
the Company at https://shrirampistons.com/ investor-information/commercial-paper/.
NON-CONVERTIBLE DEBENTURES
During the year, the Company issued and allotted 100,000 secured,
rated, redeemable, non-cumulative, listed Non-Convertible Debentures (NCDs) having face
value of Rs. 100,000/- each, aggregating up to Rs. 10,000 Million in two series, on a
private placement basis as per below details:
• 50,000 secured, rated, redeemable, non-cumulative, listed
non-convertible debentures of face value of Rs. 100,000/- each (‘Series I
Debentures'), aggregating to not more than Rs. 5,000 Million, with a coupon rate
of 7.30% and a redemption date of August 23, 2027 (Tenure: 18 months); and
• 50,000 secured, rated, redeemable, non-cumulative, listed
non-convertible debentures of face value of Rs. 100,000/- each (‘Series II
Debentures'), aggregating to not more than Rs. 5,000 Million, with a coupon rate
of 7.35% and a redemption date of February 23, 2028 (Tenure: 24 months).
These instruments were further listed on the National Stock Exchange of
India Limited (NSE).
The details of Non-Convertible Debentures are also available on the
website of the Company at https://
shrirampistons.com/investor-information/non-convertible-debentures/.
DIVIDEND
In addition to the Interim Dividend declared in the Board Meeting held
on February 2, 2026 (Interim Dividend @ 50% i.e., Rs. 5/- per equity share having face
value Rs.10/- each), which has already been paid in the month of February 2026, the Board
in its meeting held on May 11, 2026, has further recommended a Final Dividend of Rs. 5/-
per equity share having face value of Rs.10/- each for FY 2025-26, subject to
shareholder's approval at the ensuing Annual General Meeting (AGM).
RECORD DATE
The final dividend of Rs. 5/- per equity share, if approved by the
Members at the ensuing 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 Monday,
July 20, 2026 (Record Date). The equity dividend would absorb Rs. 440 Million against Rs.
440 Million last year and an amount of Rs. 4,752 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 FY 2025-26.
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 in accordance with the
applicable provisions of the Income-tax Act, as amended from time to time.
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') 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 occurred between the end of FY 2025-26 and the date of this
Report.
CREDIT RATING
During the financial year under review, the Company's credit
profile strengthened, reflecting prudent financial management and governance practices.
The India Ratings and Research Private Limited (Ind-Ra) (a Fitch Group Company),
upgraded/affirmed ratings as IND AA+/ Stable for the Company's credit facilities
including CPs and NCDs. The details pertaining to the 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/investor-information/regulatory-filings/credit-ratings-dt/.
HIGHLIGHTSOFPERFORMANCEOFSUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES
As on the date of this report, the Company has eight (8) subsidiaries
including four (4) 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/financial-information/annual-report-of-subsidiary-company/ 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 Act, a separate statement
containing the salient features of financial statements of subsidiaries of the Company in
the prescribed Form AOC-1 is annexed to consolidated financial statement.
The Company's subsidiaries played a pivotal role in driving the
overall revenue growth and performance of the Company. Company reported a consolidated
total income of Rs. 45,713 Million in the current year as compared to Rs. 36,612 Million
in the previous year, registering an increase of 24.86%. The consolidated net profit after
tax (before OCI) is Rs. 5,614 Million as compared to Rs. 5,156 Million in the previous
year, registering an increase of 8.88%.
SPR GROUP COMPANIES - WHOLLY-OWNED SUBSIDIARIES 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 Share
Capital from Rs. 6,050 Million to Rs. 6,550 Million and issued 50 Million equity shares of
Rs. 10/- each amounting to Rs. 500 Million to SPR
Auto Technologies Limited (Holding Company), on rights issue basis,
from time to time. The issued, paid-up and subscribed equity share capital of SEL is Rs.
6,500 Million as of the date of this report. SEL has reported total income of Rs. 424
Million and a net loss (before other comprehensive income) of Rs. 107 Million.
SEL is a ‘material' subsidiary of the Company under
Regulation 16(1)(c) and 24(1) of SEBI Listing Regulations.
ii. Karna Intertech Private Limited (‘Karna')
The Company on April 1, 2025 acquired 100% stake in Karna. Accordingly,
Karna became a wholly-owned subsidiary of the Company.
Karna, established in 1981, specializes in manufacturing specialty
molds and operates a well-equipped tool room in Bahadurgarh, Haryana, featuring advanced
CNC machinery and CAD/CAM technology.
During the year under review, Karna reported total income of Rs. 57
Million and a net profit (before other comprehensive income) of Rs. 7 Million. The issued,
paid-up and subscribed equity share capital is Rs. 1.50 Million as on the date of this
report.
iii. SPR Auto Interior Solutions Private Limited
(formerly Grupo Antolin India Private Limited) (‘SPR
Interior')
SPR Interior was incorporated in 1996 and is engaged in the manufacture
and sale of automotive interior systems. SPR Interior operates manufacturing facilities
across Pune, Chennai, Ranjangaon, Bengaluru, Sanand, and Nashik and supplies products such
as headliners, sunvisors, grab handles, and substrates to various Original Equipment
Manufacturers (OEMs) in India. As a dominant supplier of headliners in the Indian market,
SPR Interior plays a critical role in strengthening the SPRL's expansion into
non-powertrain automotive components, thereby enhancing its industry presence and creating
long-term stakeholder value. The Company on January 8, 2026, acquired 100% stake in SPR
Interior and accordingly SPR Interior became a wholly-owned subsidiary of the Company.
During the year under review, SPR Interior has reported total income of Rs. 8,144 Million
and a net profit (before other comprehensive income) of Rs. 114 Million. The issued,
paid-up and subscribed equity share capital is Rs. 1,519.81 Million as on the date of this
report.
Further, SPR Interior has been classified as a material subsidiary in
accordance with Regulation 16(1)(c) and 24(1) of the SEBI Listing Regulations.
iv. SPR Auto Interior Lighting Solutions Private Limited (formerly
Antolin Lighting India Private Limited) (‘SPR Lighting')
SPR Lighting was incorporated in 2023 and is engaged in the business of
manufacturing and sale of automotive interior lighting and electronic solutions. SPR
Lighting operates a manufacturing facility located in Chakan, Maharashtra. Its product
portfolio includes dome lamps, ambient lighting systems, touch panels, and capacitive
pads, which are supplied to various Original Equipment Manufacturers (OEMs) in India.
The Company on January 8, 2026, acquired 100% stake in SPR Lighting and
accordingly SPR Lighting became a wholly-owned subsidiary of the company.
During the year under review, SPR Lighting has reported total income of
Rs. 1,812 Million and a net profit (before other comprehensive income) of Rs. 34 Million.
The issued, paid-up and subscribed equity share capital is Rs. 90.00 Million as on the
date of this report.
SPR GROUP COMPANIES - STEP-DOWN SUBSIDIARIES v. SPR EMF Innovations
Private Limited (‘SPR EMFI')
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, development,
prototyping, and testing, which has substantially reduced its 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 production of both hub motors and controllers in
India, in line with the ‘Make in India' initiative and has achieved ICAT
certification.
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 commissioned in
Coimbatore and a defined technology roadmap, SPR EMFI is setting new standards in
India's electric mobility landscape. Notably, it is among the first companies to
secure ICAT certification for its PME drive—an affirmation of its technological
leadership and commitment to regulatory excellence.
During the year, SEL increased its stake in SPR EMFI by subscribing to
the rights issue. As a result, SEL's shareholding rose from 66.42% to 72.58%.
Accordingly, SPR EMFI continues to remain a subsidiary of SEL and a step-down subsidiary
of the Company.
During the year under review, SPR EMFI has reported total income of Rs.
940 Million and a net Profit (before other comprehensive income) of Rs. 17 Million. The
issued, paid-up and subscribed equity share capital is Rs. 215 Million as on the date of
this report.
vi. SPR Takahata Precision India Private Limited
(‘SPR Takahata')
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 total
income of Rs. 3,355 Million and a net profit (before other comprehensive income) of Rs.
290 Million. The issued, paid-up and subscribed equity share capital is Rs. 1,835 Million
as on the date of this report.
vii. SPR TGPEL Precision Engineering Limited (‘SPR
TGPEL')
SPR TGPEL is amongst the few precision engineering companies providing
a one-stop solution for Mold design & development, production of injection moulded
components, sub-assemblies, and complete product assemblies. With its vast experience of
more than 30 years in the field of Mold making & precision plastic component
manufacturing, SPR TGPEL has established itself as one of the leaders in the segment. SPR
TGPEL is serving industries like automotive, electrical, consumer goods, and medical, both
in India and internationally.
SPR TGPEL operates out of two advanced manufacturing facilities in
Noida, Uttar Pradesh. SPR TGPEL primarily supplies precision parts to OEMs and Tier-1
automotive companies. As a trusted name in precision engineering, SPR TGPEL now stands at
the forefront of SPRL's journey to redefine innovation and excellence in the
automotive and allied sectors.
During the year under review, SPR TGPEL has reported total income of
Rs. 1,515 Million and a net profit (before other comprehensive income) of Rs. 281 Million.
The issued, paid-up and subscribed equity share capital is Rs. 395.81 Million as on date
of this report.
viii. SPR Auto Interior Solutions Chakan Private
Limited (formerly Grupo Antolin Chakan Private Limited) (‘SPR
Chakan')
SPR Chakan was incorporated in 2008 and is engaged in the manufacture
and sale of automotive interior solutions. SPR Chakan operates two manufacturing
facilities in Chakan, Maharashtra and manufactures products including door panels, centre
floor consoles, pillar trims, front-end carriers, overhead consoles, and other interior
and exterior plastic components, which are supplied to various Original Equipment
Manufacturers (OEMs) in India. The Company on January 8, 2026, acquired ~99.99% stake in
SPR Chakan (through SPR Interior) and accordingly SPR Chakan became a step-down subsidiary
of the Company.
During the year under review, SPR Chakan has reported total income of
Rs. 3,360 Million and a net loss (before other comprehensive income) of Rs. 61 Million.
The issued, paid-up and subscribed equity share capital is Rs. 508 Million as on the 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 STATEMENTS
The Consolidated Financial Statements of the Company and its
subsidiaries have been prepared in accordance with the applicable provisions of the Act,
SEBI Listing Regulations, and applicable Indian Accounting Standards along with all
relevant documents and the Auditors' Report forms part of this Annual Report.
Pursuant to Section 129(3) of the Act, a statement containing the
salient features of the financial statements of the subsidiary companies is attached to
the financial statements in Form AOC-1 as Annexure -VIII.
The Audit Committee of the Company and Board of Directors reviews the
financial statements of subsidiary companies. Further, pursuant to the provisions of
Section 136 of the Act, the Company will make available the said financial statement of
the subsidiary companies upon a request by any member of the Company or its subsidiary
companies. These financial statements of the Company and the subsidiary companies will
also be kept open for inspection by members. The members can send an e-mail to
compliance.officer@shrirampistons.com upto the date of the AGM and the same would also be
available on the Company's website at https://shrirampistons.
com/financial-information/annual-report-of-subsidiary-company/.
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/corporate-governance/corporate-policies/.
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 Act and SEBI Listing
Regulations. 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 including Audit Committee have been accepted by the Board.
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)
Remuneration 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 Act 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 athttps://
shrirampistons.com/corporate-governance/corporate-policies/.
As of March 31, 2026, the number of permanent employees on the rolls of
the Company is 3,827.
PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES, AND INDIVIDUAL
DIRECTORS
According to the provisions of the Act, 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.
Accordingly, the provisions of Section 188(1) of the Act are not applicable and no
contracts or arrangements are required to be disclosed in Form AOC-2 in terms of Section
134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014. Pursuant
to Regulation 23 of the SEBI Listing Regulations, the Company has in place a Policy on
dealing with Related Party Transactions (‘RPT Policy'), including clear
threshold limits, which is reviewed by the Board at least once every three years and
updated accordingly. Related party transactions are treated as ‘material' based
on the thresholds specified in Schedule XII of the SEBI Listing Regulations. 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 RPT
Policy 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, the Act and
SEBI Listing Regulations, on Related Party Transactions, as applicable.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the SEBI Listing Regulations, 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, 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 (‘Rules') is annexed as Annexure-IV.
As per second proviso to Section 136(1) of the Act and second proviso
of Rule 5 of the Rules, the Annual Report is being sent to the members of the Company
excluding the statement of particulars of employees under Rule 5(2) of the Rules. The said
annexure is available for inspection by the members at the Registered Office of the
Company during working hours of the Company, i.e., Monday to Friday, from 11:00 a.m. to
5:00 p.m. (IST). Any member interested in obtaining a copy of the said statement may write
to the Company Secretary of the Company or send an email at
compliance.officer@shrirampistons.com.
DETAILS OF CSR ACTIVITIES UNDERTAKEN BY THE COMPANY
Against the requirement of Rs. 110.92 Million during the year, the
Company has spent Rs. 108.92 Million on various CSR activities and an amount of Rs. 2.00
Million has been transferred to Unspent CSR Account FY 2025-26, as required under Section
135(6) of the Act, which would be incurred in the following years, as per the provisions
of the Act. Details of initiatives taken by the Company during the year towards CSR
projects/activities and composition of the CSR Committee are provided in the Report on CSR
Activities undertaken by the Company in FY 2025-26, Annexure-V to this Report.
AUDITORS
Statutory Auditors and Auditors Report
The shareholders, at their meeting held on July 6, 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 64th AGM to be held in 2028.
The Auditors' Report for FY 2025-26 is unmodified; i.e., it does
not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Audit
The shareholders at their meeting held on August 1, 2025, approved the
appointment of M/s APAC & Associates LLP (Registration No. AAF-7948), as Secretarial
Auditor of the Company for a term of five consecutive years from the conclusion of 61st
Annual General Meeting (AGM) till the conclusion of 66th AGM to be held in 2030.
The Report of the Secretarial Audit for FY 2025-26 is annexed as Annexure
VI to this report. The Secretarial Auditors' Report for FY 2025-26 is unmodified;
i.e., it 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, the Company is
required to annex the secretarial audit report of its material unlisted subsidiary to its
Annual Report. SEL and SPR Interior, have been identified as Material Unlisted
Subsidiaries of the Company and accordingly, the Company is annexing the Secretarial Audit
Reports of SEL and SPR Interior as
Annexure 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 FY ended March 31, 2025, duly
audited by M/s Chandra Wadhwa & Co., Cost Accountants, New Delhi, was submitted to the
Ministry of Corporate Affairs, Government of India, within the prescribed timelines and
the said report did not contain any qualification, reservation, adverse remark or
disclaimer.
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 2026-27. The remuneration payable to the Cost Auditors is subject to
ratification of their remuneration by the Members at this AGM.
INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY
The Company has a robust Internal Financial Controls (IFC) system in
line with the requirements of the Act. 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 interests of all
stakeholders and optimises resource utilisation.
The Company had appointed Ernst & Young and RSM Astute as its
Internal Auditors for FY 2025-26, 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.
Effectiveness of the Internal Financial Controls has been reviewed by Statutory Auditors.
The Internal Audit teams monitor and evaluate the efficacy and adequacy
of internal control systems of the Company and 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) read with Section 92(3) of the Act, the
web address where the Annual Return for FY 2025–26 is placed is:
https://shrirampistons.com/investor-information/regulatory-filings/annual-return/.
REPORTS FORMING PART OF BOARD'S 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. Particulars of Employees (Annexure IV)
5. Annual Report on Corporate Social Responsibility (CSR) Activities
(Annexure V)
6. Secretarial Audit Report (Form MR-3) (Annexure VI)
7. Secretarial Audit Report of Material Unlisted Subsidiaries (Annexure
VII)
8. Statement containing salient features of the financial statement of
Subsidiaries Companies
(Annexure VIII)
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (‘BRSR')
In accordance with Regulation 34 of the SEBI Listing Regulations, the
Business Responsibility and Sustainability
Report for the financial year ended March 31, 2026 forms part of this
Annual Report. The BRSR provides a structured overview of the Company's
environmental, social and governance performance in line with the nine principles of the
National Guidelines on Responsible Business Conduct and SEBI requirements. The Company has
deployed a ESG tool, implemented with the support of KPMG, to enable real-time tracking of
ESG data and strengthen the robustness and credibility of its disclosures.
During FY 2025–26, the Company continued to improve the maturity
of its sustainability reporting and responsible business practices. The BRSR reflects how
ESG considerations are being integrated into business strategy, manufacturing operations,
product development, stakeholder engagement and governance processes. Key areas of
progress include renewable energy, GHG emission reduction, water conservation, circular
economy, occupational health and safety, human rights, inclusive growth, ethical
governance and supply chain responsibility. The Company's sustainability performance
is supported by recognised systems and certifications, including ISO 14001 for
environmental management and ISO 45001 for occupational health and safety, along with
external assessments and disclosures such as CDP, EcoVadis and SAQ.
The Company continues to work towards reducing dependence on
conventional energy, increasing the share of renewable energy, improving manufacturing
efficiency, recycling water, strengthening waste management systems and improving supplier
environmental compliance. Current disclosures indicate that renewable energy accounts for
21% of total energy, 100% of used water is recycled, Scope 1 and Scope 2 emissions have
reduced by 20%, and 95% of onboarded critical suppliers are environmentally compliant.
As the sector evolves, the Company is also focused on developing and
supplying products that support lower-carbon and future-ready technologies. Our product
development efforts include components for CNG, LNG/ PNG, ethanol-blended fuels,
hydrogen-based internal combustion engines, hydrogen-enriched CNG, hybrid and electric
mobility applications.
Through BRSR, the Company demonstrates that sustainability is not only
a compliance requirement, but also a driver of resilience, competitiveness and stakeholder
value. The Company remains committed to responsible growth and to contributing positively
to the environment, society and the wider mobility ecosystem.
COMPLIANCE MONITORING SYSTEM
The Company has established a comprehensive Compliance Monitoring
System to ensure adherence to all applicable laws. The system is periodically reviewed and
updated to maintain its relevance and effectiveness. Oversight is exercised through
designated owners and approvers, with all compliance activities documented in a reporting
framework.
DISCLOSURES ON THE COMPANY'S WEBSITE
The Company is committed to good corporate governance practices and
corporate social responsibility. In line with these principles/commitments, the policies/
programs/reports are in place and are available on the Company's website under the
tab ‘Investors' at https://shrirampistons.com/.
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 2025-26.
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 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 March 31, 2026 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 Act 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 under
Section 143(12) of the Act.
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 Act).
6. Particulars of Loans, Guarantees or Investments
As per Section 186, the details of loans, guarantees and investments
made during FY 2025-26 are given below: -
(Rs. in Million)
| Name of Companies |
Nature of Transactions |
Loans |
Investment |
| SPR Engenious |
Equity |
- |
500 |
| Limited |
Infusion |
|
|
There were no loans or guarantees extended during the year under
review.
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 bonds or any other 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; and x) Issue of Shares (including Sweat Equity Shares) to employees of
the Company under any 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 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 SEBI Listing Regulations, the Company has taken a Directors and Officers
Liability Insurance (D and 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
During the year, the Company has neither renewed nor accepted any
deposits from public and as such, nil amount of principal or interest on deposits from
public was outstanding as at the end of the financial year. Accordingly, disclosure of
particulars of deposits not in compliance with the requirements of Chapter V of the Act,
does not arise.
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 March 31, 2026, the Members of the Committee are Mr. Pradeep Dinodia
(Chairman), Ms. Tina Trikha, Ms. Meenakshi Dass, Mr. Luv Deepak Shriram and Mr.
Krishnakumar Srinivasan.
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-term risks. The Risk Management Committee reviews the
risk(s) along with mitigation measures from time to time.
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 2018-19 is due to be
transferred to the Investor Education and Protection Fund on August 13, 2026. The amount
transferred to the Investor Education and Protection Fund during the year is Rs. 0.07
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 |
36 |
36,519 |
| 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 |
Nil |
Nil |
| 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:
For shareholders whose shares were held in physical form, their shares
were transferred to a Suspense Account in compliance of the SEBI Listing Regulations
Consequently, 3,853 equity shares are currently in the Suspense Demat Account of the
Company.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013
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
workplace in line with the provisions of Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 (‘the POSH Act') and the Rules
framed there under. An Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. Awareness and sensitisation programmes
were conducted during the year to strengthen employee understanding of appropriate
workplace conduct and the avenues available for grievance redressal. All employees
including permanent, contractual, temporary trainees are covered under this policy. The
Company has complied with provisions relating to the constitution of the Internal
Complaints Committee under the POSH Act.
The disclosure in relation to the POSH Act is provided below: a) Number
of complaints of sexual harassment received in the year: Nil b) Number of complaints
disposed of during the financial year: Nil c) Number of cases pending for more than ninety
days: Nil d) Number of complaints pending as on end of the financial year: Nil
DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961
The Company declares that it has duly complied with the provisions of
the Maternity Benefit Act, 1961. All eligible women employees have been extended the
statutory benefits prescribed under the Maternity Benefit Act, 1961, including paid
maternity leave, continuity of salary and service during the leave period, etc., as
applicable. The Company remains committed to fostering an inclusive and supportive work
environment that upholds the rights and welfare of its women employees in accordance with
applicable laws.
The Company remains committed to maintaining a safe, inclusive, and
supportive work environment and continues to evaluate the infrastructure necessary to
comply with applicable statutory requirements proactively.
SECRETARIAL STANDARDS
The Company has complied with the applicable Secretarial Standards
issued by the Institute of Company Secretaries of India.
Further, 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. Mr. Shinichi Unno (DIN: 09189521), Non -
Executive Independent Director of the Company, resigned with effect from close of business
hours of May 7, 2025. ii. Mr. Akihiro Ozaki (DIN: 11152072), was appointed as Non -
Executive Independent Director of the Company with effect from June 12, 2025. iii. Ms.
Meenakshi Dass (DIN:00524865), who retired by rotation, was re-appointed as Non-Executive
Director in the AGM held on August 1, 2025. iv. Mr. Klaus Semke (DIN: 10133032), who
retired by rotation, was re-appointed as Non-Executive Director in the AGM held on August
1, 2025.
DIRECTORS LIABLE TO RETIRE BY ROTATION
PursuanttotheprovisionsofSection152oftheAct,andRules framed thereunder
(including any amendment thereof), Mr. Pradeep Dinodia (DIN: 00027995), Non-Executive
Non-Independent Director, and Mr. Yasunori Maekawa (DIN: 06952173), Director, of the
Company shall retire by rotation at the ensuing AGM and being eligible, offer themselves
for re-appointment. The Board recommends their reappointment for members' approval.
A brief resume and other details of Directors seeking
appointment/re-appointment are given in the Notice of the 62nd 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 PROGRAMME 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 programme(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/corporate-governance/independent-directors/familiarization-programmes-for-independent-directors/
DECLARATIONS FROM INDEPENDENT DIRECTORS
In terms of Section 149 of the Act and the SEBI Listing Regulations,
Mr. Hari Shanker Bhartia, Ms. Ferida Avnish Chopra, Ms. Tina Trikha and Mr. Akihiro Ozaki
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(1)(b) of the SEBI Listing Regulations.
In terms of Regulation 25(8) of the SEBI Listing Regulations, 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
fulfil the conditions specified in the Act and the Rules made thereunder and are
independent of the Management. The Independent Directors are either exempt from
undertaking the online proficiency test conducted by the Indian Institute of Corporate
Affairs (IICA) or have successfully completed the same, except for Mr. Akihiro Ozaki, who
is within the prescribed timeline to undertake the said test.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the financial year under review, there were no changes in the
Key Managerial Personnel of the Company. Furthermore, pursuant to the provisions of
Section 203 of the Act, the Key Managerial Personnel (KMP) of the Company as on March 31,
2026 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, debenture holders, 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.
|
For and on behalf of the Board of Directors |
|
(Pradeep Dinodia) |
| New Delhi |
Chairman |
| May 11, 2026 |
DIN: 00027995 |
|