The Board of Directors hereby submits the Seventy-first Annual Report of your Company ("the Company"), along with the
Audited Financial Statements, for the financial year ended 31^st March 2026.

1. FINANCIAL RESULTS [INR in lakhs]

2. STATE OF AFFAIRS OF THE
COMPANY

During the financial year under review,
the Company's gross sales on a
standalone basis stood at
INR 1,92,411.94 lakhs as against
INR 1,76,928.88 lakhs for the financial
year ended 31^st March 2025, while on
a consolidated basis, gross sales stood
at INR 1,95,840.21 lakhs as compared
to INR 1,80,019.23 lakhs in the
previous year. The total income of the
Company on a standalone basis was
INR 1,98,994.27 lakhs as against
INR 1,82,594.52 lakhs, whereas on a
consolidated basis, total income stood
at INR 2,00,877.32 lakhs as compared

to INR 1,84,411.73 lakhs for the
financial year ended 31^st March 2025.
During the year under review, the
Company reported a net profit after tax
of INR 16,890.60 lakhs on a
standalone basis as against
INR 15,979.48 lakhs in the previous
financial year. On a consolidated basis,
the net profit after tax stood at
INR 17,800.02 lakhs as compared to
INR 16,987.56 lakhs for the financial
year ended 31^st March 2025.

3.CAPITAL STRUCTURE OF THE
COMPANY

As on 31^st March 2026, the authorised
share capital of the Company was

INR 80,00,00,000 (Indian Rupees
Eighty Crore Only) The issued,
subscribed and paid-up share capital
of the Company stood at INR
55,63,21,300 (Indian Rupees Fifty-Five
Crore Sixty-Three Lakh Twenty-One
Thousand Three Hundred Only)
divided into 5,56,32,130 equity shares
of face value INR 10 each.

4. TRANSFER TO RESERVES

In view of the Company's financial
position and in accordance with
applicable regulatory requirements,
the Board has not proposed any
transfer of profits to reserves for the
financial year.

5. DIVIDEND

In view of requirement of funds for the

operations of the Company, no
dividend is recommended for the
financial year ending 31^st March 2026.

6. MEETINGS OF THE BOARD AND
ITS COMMITTEES

Details of the number of Board and its
Committee meetings held and attended
by Directors/ members along with the
composition of the Committees of the
Company are set out in the Corporate
Governance Report which forms part of
this Report as Annexure-1.

7. DECLARATION OF INDEPENDENT
DIRECTORS

The Company has received declarations
from all the Independent Directors
confirming their independence as per
the criteria prescribed under section
149(6) of Companies Act, 2013 read
with the Schedules and Rules made
thereunder as well as Regulation
16(1)(b) and 25(8) of the Securities and
Exchange Board of India (Listing
Obligations and Disclosure
Requirements) Regulations, 2015.
Except for the sitting fees paid for
attending meetings of the Board and its
Committees, and reimbursement of
expenses, if any, incurred for
participation in such meetings, the
Independent Directors do not have any
pecuniary relationship or transactions
with the Company.

8. NOMINATION & REMUNERATION
POLICY

The Board has, on the recommendation
of the Nomination & Remuneration
Committee, adopted a policy for
selection, appointment (including the
criteria for determining qualifications,
positive attributes, and independence
of directors) and remuneration of the
Directors, Key Managerial Personnel
Senior Management Personnel. The
Salient features of Nomination &
Remuneration Policy is attached as
Annexure-2 and the Policy is available
on Company's website at
https://www.federalmogulgoetzeindia.
net/web/documents/NOMINATION%2
0AND%20REMUNERATION%20POUC
Y.pdf

9. MATERIAL CHANGES AND
COMMITMENTS

Tenneco LLC, the ultimate global
holding Company of Federal-Mogul

Goetze (India) Limited merged with
Pegasus Merger Co., a corporation
established under the laws of Delaware
("Merger Sub") and a direct wholly
owned subsidiary of Pegasus Holdings
III, LLC (the "Parent"/" Acquirer") on
17^th November 2022. On 23^rd
November 2022, the Acquirer issued
Detailed Public Statement through
Manager to the Open Offer, BOFA
Securities India Limited. In this regard,
the Draft letter of offer dated 1^st
December 2023, was filed by the
Acquirer, with the Securities and
Exchange Board of India ("SEBI"). The
relevant disclosures, as required by law
had been made from time to time to the
stock exchanges where the securities of
the Company are listed. The Hon'ble
Securities Appellate Tribunal ("SAT")
passed an Order in favour of the
Acquirer. SEBI has filed an appeal
before the Hon'ble Supreme Court of
India against the judgement dated 20^th
December 2024 passed by the SAT.

Any decision in the matter will have to
be complied with by the Acquirer, who is
the respondent in the appeal. The
Company does not foresee a financial
or other impact on itself, other than
compliance with certain statutory
restrictions pending the open offer.

The Company received summons dated
March 7, 2025 under Section 37 of the
Foreign Exchange Management Act,
1999 from Directorate of Enforcement,
Gurgaon Zonal Office, Haryana ("ED")
seeking inter alia details of the export
and import transactions of the
Company from 2018 till 2025. The
Company has submitted all the
requisite details with the ED.

Further, no other material change,
which could affect the financial position
of the Company, occurred between the
end of the financial year of the
Company and the date of the Board
Report.

10. LOANS, GUARANTEE AND
INVESTMENTS

During the Financial Year ended 31^st
March 2026; no Loan and Guarantee
under section 186 of the Companies
Act, 2013 was made by the Company.
The Company during the year ended
31^st March, 2026 had approved

investment in the Equity Shares of Clean
Renewable Energy KK 1C Private
Limited, (CIN: U351 06DL2024
PTC435010), a company incorporated
under Companies Act, 2013 having its
registered office at Plot No. 201,
Ground Floor, Okhla Industrial Estate,
Phase - III, New Delhi - 110020 u/s 186
of the Companies Act, 2013 as per the
below details:

All the relevant compliances, which
were required to be made for the above
investment, have been duly made.

The Company has obtained the annual
certificate from its Statutory Auditor
pursuant to applicable provisions of
Foreign Exchange Management (Non¬
Debt Instruments) Rules, 2019
regarding its downstream investments.

The details of Investments made by the
Company have also been disclosed in
Note No. 4. of the Financial Statements
that form a part of this Annual Report.

11. CONTRACTS OR ARRANGE¬
MENTS WITH RELATED PARTIES

The Company has in place a well-
defined governance framework for
identification and monitoring of related
parties and related party transactions,
in compliance with the provisions of the
Act and Listing Regulations. All
contracts, arrangements and
transactions entered into by the
Company with its related parties during
the financial year were in the ordinary
course of business and on an arm's
length basis.

During the year under review, the
Company did not enter into any
contract or arrangement with related
parties which could be considered
material in accordance with the
Company's Policy on materiality of
related party transactions. All related

party transactions were considered and
approved by the Audit Committee
and/or Board of Directors in accordance
with applicable provisions of law.
Further, all related party transactions
were reviewed by the Audit Committee
on a periodic basis.

None of the contracts, arrangements or
transactions with related parties
required approval of the Members of
the Company under Section 188(1) of
the Act or Regulation 23(4) of the Listing
Regulations. Accordingly, disclosure in
Form AOC 2 pursuant to Section
134(3)(h) of the Act is not applicable for
the financial year 2025-26.

The Policy on materiality of events and
dealing with related party transactions
is available on the Company's website
at

https://www.federalmogulgoetzeindia.
net/web/documents/RPT_Policy.pdf
Details of related party transactions in
terms of Ind AS 24 have been disclosed
in Note No. 37 to the financial
statements forming part of this Annual
Report.

12. SECRETARIAL STANDARDS

The Directors state that that applicable
Secretarial Standards i.e., SS-1 and
SS-2 relating to "Meeting of the Board
of Directors" and "General Meetings"
respectively have been duly complied by
the Company.

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

The information on conservation of
energy, technology absorption and
foreign exchange earnings and outgo
as stipulated under Section 134 of the
Companies Act, 2013 read with rules
made thereunder, is set out herewith as
Annexure-3 to this Report.

14. RISK MANAGEMENT POLICY

The Company operates in an
environment which is affected by
various risks, some of which are
controllable while some are outside the
control of the Company. Therefore,
pursuant to the requirements of
Regulation 21 of the SEBI (Listing
Obl ig a tions an d Di scl osu re
Requirements) Regulations, 2015, the
Company has constituted a Risk

Management Committee. The
Company has also developed and
implemented the Risk Management
Policy covering the process of
identifying, assessing, mitigating,
reporting and review of critical risks
impacting the achievement of
Company's objectives or threaten its
existence.

The composition of Risk Management
Committee of the Company is available
in the Corporate Governance Report.
The Committee periodically reviews the
robustness of the Risk Management
Policy. Periodical updates on the risk
management practices and mitigation
plan of the Company and its subsidiary
are presented to the Audit Committee
and the Board. The Audit Committee
and the Board periodically review such
updates and findings and suggest areas
where internal controls and risk
management practices can be
improved. More details on Risk
Management indicating development
and implementation of Risk
Management Policy including
identification of elements of risk and
their mitigation are covered in
Management Discussion and Analysis
section, which forms part of this Report.

There are no risks which in the opinion
of the Board threaten the existence of
the Company. However, some of the
risks which may pose challenges are set
out in the Management Discussion and
Analysis Report that forms an integral
part of this Annual Report. The risk
management policy is available on
Company's website at Policy on Risk
Management-28062021.pdf

15. DIVIDEND DISTRIBUTION
POLICY

Pursuant to Regulation 43A of Securities
and Exchange Board of India (Listing
Obligations and Disclosure
Requirements) (Second Amendment)
Regulations, 2016, the Company in its
Board Meeting held on 29^th July 2016
had approved the Dividend Distribution
Policy and the same is available on
Company's website at
http://www.federalmogulgoetzeindia.n
et/web/documents/Federal_Dividend_
Policy_29072016.pdf.

16. CORPORATE SOCIAL RESPONSI¬
BILITY

The Board of Directors had approved
the Corporate Social Responsibility
(CSR) Policy for the Company pursuant
to the provisions of Section 135 of the
Companies Act, 2013, read with rules
made thereunder, on the
recommendations of the CSR
Committee. The CSR Policy of the
Company is available at
http://www.federalmogulgoetzeindia.n
et/web/documents/CSR%20Policy.pdf.
The Company has constituted
Corporate Social Responsibility (CSR)
Committee. As on 31^st March 2026, the
committee comprised the following
members:

1) Mr. Amit Mittal, Chairman

2) Dr. Khalid Iqbal Khan, Member

3) Mr. Rajesh Jain, Member

4) Mr. Rayasam Venkataramaiah,

Member

5) Ms. Nalini Jolly, Member

The Corporate Social Responsibility
Committee is required to institute a
transparent monitoring mechanism for
implementation of CSR projects or
programs or activities undertaken by the
Company. Pursuant to the provisions of
Companies Act 2013, the Company is
required to spend at least 2% of the
average net profits of the Company
made during the three immediately
preceding financial years on CSR
activities. The Company had an
allocated CSR budget of INR
3,51,52,667/- for the financial year
ended 31^st March 2026. An amount of
INR 1,08,079, being eligible for set off
from previous years pursuant to the
provisions of the Companies Act, 2013
and the rules made thereunder, was
adjusted against the CSR obligation for
the year. Accordingly, the Company
incurred total CSR expenditure of INR
3,51,52,667 including the aforesaid
amount of INR 1,08,079.

The activities and initiatives undertaken
by the Company during the financial
year 2025-2026 on CSR have been
detailed in the "Annual Report on CSR
activities" in accordance with the
Companies (Corporate Social
Responsibility Policy) Rules, 2014. The

policy on Corporate Social Respon¬
sibility and "Annual Report on CSR
activities" are attached herewith as
Annexure- 4 & 5 to this Report.

17. DIRECTORS AND KEY
MANAGERIAL PERSONNEL

As on 31^st March 2026, the Board
consists of eight (8) Directors namely,
Mr. Rajesh Jain (DIN: 10619014),
Chairman and Non-executive
Independent Director; Mr. Rayasam
Venkataramaiah (DIN:05276853),
Non-executive Independent Director;
Ms. Nalini Jolly (DIN: 08520132), Non¬
Executive Woman Independent
Director; Mr. Jason Wesley Johnson
(DIN: 05226025), Non-executive Non¬
Independent Director; Mr. Varun Dua
(DIN:11476435), Non-executive Non¬
Independent Director; Mr. Rishi Verma
(DIN: 08943606), Non-executive Non¬
Independent Director; Mr. Amit Mittal
(DIN: 02292626), Managing Director
and Chief Financial Officer; and Dr.
Khalid Iqbal Khan (DIN: 05253556),
Whole Time Director-Legal & Company
Secretary.

Mr. T. Kannan, Managing Director and
Mr. Manish Chadha, Director-Finance
and Chief Financial Officer tendered
their resignation from the Board w.e.f.
11^th August 2025.

Mr. Amit Mittal (02292626) was
appointed as a Managing Director and
Chief Financial Officer of the Company
in the Board Meeting held on 11^th
August 2025.

Mr. Vishal Khairari (DIN: 06484249)
was appointed as a Non-executive
Non-Independent Director in the Board
Meeting held on 11^th August 2025 and
he tendered his resignation from the
Board w.e.f. 29^th December 2025.

Mr. Varun Dua (DIN:11476435) was
appointed as Non-executive Non¬
Independent Director in the Board
Meeting held on 8^th January 2026, w.e.f.
12^th January 2026.

In accordance with the provisions of the
Act and the Articles of Association of the
Company, Mr. Rishi Verma (DIN:
08943606) and Mr. Jason Wesley
Johnson (DIN: 05226025) are liable to
retire by rotation at the forthcoming

Annual General Meeting and being
eligible, offer themselves for re¬
appointment.

18. SUBSIDIARIES, ASSOCIATES
AND JOINT VENTURE COMPANIES

Pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5
of Companies (Accounts of Companies)
Rules, 2014, a statement containing
salient features of financial statement of
subsidiary i.e., Federal-Mogul TPR
(India) Limited forms part of the
consolidated financial statements and
attached as Annexure-6. The financial
statements of the subsidiary company
and related information are available
for inspection at the Registered Office of
the subsidiary company during business
hours on all days except Saturdays,
Sundays and public holidays up to the
date of the Annual General Meeting
(AGM) as required under Section 136 of
the Companies Act, 2013. Any member
desirous of obtaining a copy of the said
financial statements may write to the
Company Secretary at the Registered
Office of the Company. The financial
statements including the consolidated
financial statements, financial
statements of subsidiary and all other
documents required to be attached to
this report have been uploaded on the
website of your Company. The
Company has no Associates or Joint
Venture Companies.

The performance and financial position
of the subsidiary company i.e., Federal-
Mogul TPR (India) Limited has been
explained in its Board Report, which
forms part of this Report.

19. PUBLIC DEPOSITS

The Company has not accepted any
deposits from the public within the
meaning of Sections 73 to 76 of the Act
and the rules made thereunder during
the year under review. Accordingly,
there were no outstanding deposits,
whether towards principal or interest, as
on March 31,2026.

20. UNPAID DIVIDEND AND
INVESTOR EDUCATION AND
PROTECTION

The Company did not have any
requirement to transfer funds to
Investor Education and Protection Fund,
and no amount is lying in unpaid
dividend account of the Company
during the year under review.

21. SIGNIFICANT/ MATERIAL
ORDERS PASSED BY THE
REGULATORS OR COURTS OR
TRIBUNALS

There were no significant/ material
orders passed by the Regulators or
Courts or Tribunals impacting the going
concern status of the Company and its
operations in future.

22.STATEMENT REGARDING
SUSPENSION OF TRADING
The equity shares of the Company
continued to remain listed and actively
traded on the Stock Exchange(s) during
the financial year under review. There
was no suspension of trading of the
Company's securities at any time during
the year.

23. FORMAL ANNUAL EVALUATION
BY BOARD

In terms of provisions of the Companies
Act, 2013 read with Rules made
thereunder and Regulation 19 of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Board of Directors, had evaluated the
effectiveness of the Board. Accordingly,
the performance evaluation of the
Board, each Director and the
Committees was carried out for the
financial year ended 31^st March 2026.
The evaluation of the Directors was
based on various aspects which, inter
alia, included the level of participation
in the Meetings, knowledge and skills,
understanding of their roles and
responsibilities, business of the
Company along with ethics and
integrity. The evaluation of the Board
and committees was inter alia based on
the aspects like Structure of the Board or
Committee, processes being followed to
achieve the objectives, effectiveness,
fulfillment of roles and responsibilities,
efficiency and direction etc.

24. OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE INDEPEN¬
DENT DIRECTORS.

The Board is satisfied with the integrity,

expertise and experience (including
proficiency) of the Independent
Directors.

25. DETAILS ON INTERNAL
FINANCIAL CONTROLS RELATED TO
FINANCIAL STATEMENTS

The Board has laid down comprehe¬
nsive policies and procedures to ensure
the orderly and efficient conduct of the
Company's business. These frame
works are designed to ensure
adherence to the Company's policies,
safeguarding of its assets, prevention
and detection of frauds and errors,
accuracy and completeness of
accounting records, and timely
preparation of reliable financial
information and disclosures.

The Company's internal financial
control systems commensurate with the
nature, size and complexity of its
operations and are considered
adequate. These controls are routinely
reviewed, evaluated and strengthened
to enhance operational effectiveness
and compliance.

To further strengthen the internal
control framework, the Company has in
place an effective internal audit
mechanism. The internal audit function
is carried out by an external
independent firm of chartered
accountants. The Internal Auditors
regularly review operational and
financial controls, assess compliance
with established policies and
procedures, and evaluate the adequacy
and effectiveness of internal controls.
Key observations and recommen¬
dations arising from such audits are
periodically reviewed by the Audit
Committee to ensure timely corrective
actions.

The Statutory Auditors have audited the
financial statements for the financial
year ended 31^st March, 2026, and have
also issued an attestation report on the
adequacy and operating effectiveness
of the Company's internal financial
controls over financial reporting in
accordance with Section 143 of the Act.

26. MANAGEMENT DISCUSSION
AND ANALYSIS:

(a) Industry structures and
developments

The automotive industry is widely
regarded as one of the key pillars of the
Indian economy and continues to
remain on a robust growth trajectory.
Owing to its strong forward and
backward linkages with several critical
sectors such as steel, rubber, glass,
electronics, logistics, and services, the
industry generates a significant
multiplier effect and acts as a major
driver of economic development,
employment generation, and
technological advancement.

The Indian automotive sector is highly
competitive, comprising both organized
and unorganized players. It is also
highly fragmented, with a substantial
presence of small and medium-sized
enterprises (SMEs). This fragmentation,
coupled with intense domestic and
global competition, has led to constant
changes in business dynamics and
operating rules within the industry. To
remain competitive under these
demanding conditions, innovation,
technological upgrade, quality
enhancement, and cost optimization
have emerged as critical success factors.
However, despite its growth potential,
the Indian auto component industry has
been navigating a period marked by
several challenges. These include rising
input costs, rapid technological
transitions (such as electric vehicles and
emission norms), supply chain
disruptions, margin pressures, and the
need for continuous investment in R&D
and skill development. Addressing
these challenges effectively will be
crucial for sustaining long-term
competitiveness and growth in the
evolving automotive landscape
During the financial year 2025-26, the
industry produced a total of 34,708,984
vehicles including Passenger Vehicles,
Commercial Vehicles, Three-Wheelers,
Two-Wheelers, and Quadricycles as
against production of 31,036,476
vehicles in the financial year 2024-25,
registering an aggregate growth of 11.8
percent.

The automotive industry sustained its
growth momentum during FY 2025-26,
supported by steady demand across key
vehicle segments. Domestic sales of
passenger vehicles (PVs) increased by
7.9%, while PV export volumes recorded
a strong growth of 17.5% compared to
the previous financial year.

The commercial vehicle (CV) segment
also delivered robust performance.
Domestic CV sales improved by 12.6%,
and export volumes grew by 17.4%
during FY 2025-26 over the preceding
year. Within this segment, Medium and
Heavy Commercial Vehicles (M&HCVs)
witnessed robust growth, driven by
infrastructure activity and fleet
replacement demand, whereas the
heavy bus segment remained largely
flat during the year.

During FY 2025-26, the two-wheeler
segment recorded strong growth
momentum. Domestic two-wheeler
sales increased by 10.7%, while export
volumes grew sharply by 23.4%
compared to the previous financial year.
Within the segment, scooters and
motorcycles demonstrate healthy
domestic demand, registering growth of
18.5% and 6.6%, respectively. Mopeds
also reported a moderate increase in
sales, growing by 4.3% over the last
year.

However, the growth trajectory during
the year was not uniform. The initial five
months-from April through August-
were marked by measured momentum,
as the market continued to navigate
residual caution arising from the
previous year's sluggish inventory cycle,
selective tightening in financing
availability, and a wait and watch
approach adopted by consumers in
anticipation of greater policy clarity.
During this phase, demand indicators
remained tentative, conversion rates
were uneven, and the dealer network
exercised prudent restraint in inventory
build up and ordering decisions.

A decisive inflection point emerged in
September with the implementation of
GST 2.0. The rationalization of tax
rates-resulting in a meaningful
reduction in the effective tax burden on
mass market two wheelers, small
passenger vehicles, three wheelers, and
select commercial vehicle categories-
significantly enhanced real affordability.
This policy intervention coincided with
improving consumer sentiment, thereby
catalyzing a stronger and more

sustained demand recovery across
segments.

Consequently, domestic commercial
vehicle (CV) volumes gained notable
momentum during the second half of FY
2025-26, supported by the combined
impact of GST 2.0, accelerated
infrastructure spending under higher
capital expenditure allocations in the
Union Budget 2025-26, and an
increased emphasis on the replacement
of older vehicles driven by green
mobility and sustainability initiatives
In FY 2025-26, growth in the Indian
automotive industry was driven by a
combination of factors, including
improved model availability, new
product launches, and a favorable
market environment. The recovery in
rural demand further supported
growth, while the industry successfully
navigated key challenges such as
semiconductor chip shortages and
other supply chain constraints.

Within the passenger vehicle (PV)
segment, consumer demand continued
to shift strongly toward sports utility
vehicles (SUVs), which accounted for
approximately 67% of the total PV
market share during the year. This
structural shift in consumer preferences
played a significant role in bolstering
overall industry performance.

At the same time, the industry's
strategic focus is increasingly shifting
toward vehicles powered by alternative
fuels. Automobile manufacturers are
accelerating investments and product
development in CNG, hybrid, battery
electric vehicles (BEVs), and emerging
hydrogen fuel cell technologies. This
transition reflects growing regulatory
pressures, rising environmental
awareness, and the industry's long¬
term commitment to sustainable and
green mobility solutions.

(b) Opportunities and Threats
The Parent Company continues to
extend strong support to the Company
through its technological expertise and
know how. Backed by widely recognized
brands, advanced technology
capabilities, a strong distribution
network, and a committed workforce,
the Company is well positioned to
capitalize on emerging opportunities

while effectively navigating market
challenges. The Company remains
focused on achieving sustainable and
profitable growth by leveraging
superior technology, maintaining high
product quality standards, and offering
a diverse product portfolio at
competitive prices, thereby
strengthening its market position.

The automotive industry is currently
undergoing significant transformation
due to major regulatory interventions,
including the accelerated transition to
CAFE III norms, Stage V emission
standards, adoption of alternate fuels,
increased penetration of electric
vehicles, enhanced safety regulations,
vehicle scrappage policies, and increa¬
singly stringent vehicle standards.
These regulatory developments are
driving a fundamental shift in vehicle
technologies and product architecture.
While these changes present
considerable challenges, the Company
views them as strategic opportunities to
innovate, enhance value offerings, and
build long term competitiveness in a
rapidly evolving mobility ecosystem.

The Company operates in a highly
competitive environment, facing
competition from numerous
independent manufacturers and
distributors of automotive component
parts. Management continues to design
and implement strategic initiatives
aimed at addressing industry
challenges while advancing the
Company's objective of achieving
sustainable and profitable global
growth.

The business is characterized by a
limited customer base, coupled with
intense competition from suppliers
operating in both the organized and
unorganized sectors. In this competitive
landscape, the Company's success is
increasingly dependent on its
technological leadership,
specialization, innovation capabilities,
and strong industry networking. These
factors are critical to differentiation and
long term competitiveness.

Government policies and regulatory
frameworks also play a pivotal role in
shaping the growth and development of

the automotive sector. Recognizing this,
the Company adopts a proactive and
structured approach to assess and map
the impact of economic, regulatory, and
social factors on its operations,
performance, and profitability. This
integrated approach enables the
Company to enhance resilience, align
with policy direction, and pursue
responsible and sustainable value
creation.

(c) Segment wise or product wise
performance

The Company deals principally in only
one segment i.e., automotive
components. Therefore, segment-wise
performance is not applicable. The
Company is inter-alia engaged in the
manufacturing and sale of Pistons,
Piston Rings, Pins, Valve Seats and
guides. The geographical information
in respect of revenue from customer is
given below:

(d) Outlook

Although FY 2026-27 commenced on a
positive note, the automotive industry
continues to closely monitor
geopolitical developments, including
the situation in West Asia, alongside
global trade and tariff uncertainties,
fuel price volatility, and inflationary
pressures. Supply chain stability,
particularly for critical components,
remains an area of ongoing concern.
Given the high base effect of the
previous year, combined with inflation
led cost pressures, routine price
increases, and impending regulatory
changes, the industry is expected to
witness moderate, single digit growth
during FY 2026-27. Accordingly, the
Company anticipates the year to be one
of consolidation, with overall industry
growth remaining in the single digit
range, which is expected to be
supportive of the Company's
performance.

Looking ahead, the Company expects
FY 2027 to be a period of moderate yet
healthy growth, as the automotive
sector normalizes following the sharp
re-rating witnessed in H2 FY 2025-26.
The structural demand of drivers
includes rapid urbanization, rising
disposable incomes, expansion of rural
m o b i l i t y, a n d a c c e l e r a t i n g
electrification-remain firmly intact and
continue to provide a strong foundation
for long term growth.

In the near term, however, risks persist
around the pace and severity of
developments in West Asia and their
potential transmission to fuel prices,
supply chains, and overall consumer
sentiment. In this operating
environment, responsible pricing
strategies, disciplined inventory
management, timely supply execution,
and faster finance turnaround times are
expected to be the key operational
levers that will differentiate
performance and resilience across
industry participants in the months
ahead.

The Indian automotive industry remains
poised for growth amid a balanced mix
of optimism and challenges.
Manufacturers are strengthening supply
chains and expanding product
portfolios to cater to evolving and
diverse consumer preferences.
Sustained economic growth, supportive
government policies, and an
anticipated normal monsoon are
expected to bolster demand,
particularly in rural markets.
Additionally, the commercial vehicle
segment, given its strong linkage with
infrastructure development and
broader economic activity, is likely to
benefit from continued public and
private sector investments, thereby
supporting growth across the
automobile value chain.

Multiple Government reforms continue
to boost the auto sector such as,
production incentive scheme (PLI),
vehicle scrappage policy, which aims to
reduce the number of old and defective
vehicles, bringing down vehicular air
pollutants, improving road and
vehicular safety, all these interventions
will have significant long-term
perspective.

However, the auto sector is still
grappling with fluctuating raw material
prices of steel, aluminum, copper,
precious metals and increasing fuel
prices which are likely to impact the
growth and fuel mix aspect of the
automobile sector. Thus, this year is
likely to be a challenging year for the
auto component industry.

The Company will endeavor to revitalize
in near future as demand for vehicles
witnesses further growth. To remain
competitive in the challenging and
demanding environment, the
benchmark needs to be kept high in
anticipation of the stated and unstated
needs of customers and markets.

(e) Risks and concern
The Company operates in an
environment which is affected by
various risks, some of which are
controllable while some are outside the
control of the Company. However, the
Company has been taking appropriate
measures to mitigate these risks on a
continuous basis. Some of the risks that
are potentially significant in nature and
need careful monitoring are listed
hereunder:

Macro Indicators: The Indian
economy has demonstrated resilience
and continued to perform reasonably
well despite prevailing global
challenges. However, ongoing
geopolitical tensions, particularly the
conflict in West Asia, including the
Israel-Hamas war, and their broader
global implications are expected to
have implications for India. These
developments have contributed to an
increase in crude oil prices, edible oil
prices, and other key commodities,
thereby exerting upward pressure on
inflation.

Raw material prices: Our profitability
and cost effectiveness may be affected
due to rise in the prices of raw materials
and other inputs.

Foreign Currency Risks: Exchange
rate fluctuations may have an adverse
impact on the Company.

Technical Intensive Industry: The

automobile industry is a technical
intensive industry and thus faced with a
constant demand for new designs,
knowledge of nascent technology to
meet market requirements.

Increasing competition: Increasing
competition in the auto equipment
sector may put some pressure on the
market share.

(f) Adequacy of Internal Control
Systems

The Company has an Audit Committee
headed by a non-execu t i ve
Independent Director, inter-alia, to
oversee the Company's financial
reporting process, disclosure of
financial information, performance of
statutory and internal auditors,
functions, internal control systems,
related party transactions, investigation
relating to suspected fraud or failure of
internal audit control, to name a few, as
well as other areas requiring
mandatory review as per provisions of
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, with
the stock exchanges. The powers of the
Audit Committee, inter-alia, include
seeking information from any
employee, directing the Company's
internal Audit function, obtaining
outside legal or other professional
advice and investigating any activity of
the Company within the Committee's
terms of reference.

The Company has a well-defined
internal control system, which aims at
protection of Company's resources,
efficiency of operations, compliances
with the legal obligations and
Company's policies and procedures.

(g) Discussion on financial
performance with respect to
operational performance.

The required information forms part of
the Board's Report and the members
may refer the same.

(h) Significant changes in Financial
Ratios

The key financial ratios are given as
below:

(i) Material developments in
Human Resources / Industrial
Relations front, including number of
people employed

The focus of Learning and Development
was primarily on identifying and
building synergies in the L&D processes
and programs. Skill building in
technical and functional areas
continued to remain a priority and
internal trainers capability building was
done through 'Train the Trainer'
programs to drive this agenda.

Training and development have always
been our priority.

The total number of permanent salaried
employees is 536 and hourly
permanent is 2175 as on March 31,
2026.

(j) Disclosure of Accounting
Treatment

The financial statements of Federal-
Mogul Goetze (India) Limited have been
prepared in accordance with the Indian
Accounting Standards ("Ind AS")
notified under Section 133 of the
Companies Act, 2013 read with the
Companies (Indian Accounting
Standards) Rules, 2015, as amended
from time to time, and other relevant
provisions of the Act. The accounting
policies applied in the preparation of
the financial statements are consistent
with those followed in the previous
financial year, except where a change is
mandated by applicable law or
accounting standards. To the best of the
Company's knowledge, there have
been no instances during the year
where accounting treatment has been
adopted that is different from that
prescribed under the Indian Accounting
Standards. Accordingly, no explanation
is required to be provided under
Regulation 34(2)(e) read with Schedule
V (Part B) of the SEBI (Listing Obligations
and Disclosure Requirements)
Regulations, 2015

27. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements
of the Company for the financial year
2025-26, are prepared in compliance
with applicable provisions of the
Companies Act, 2013, Indian
Accounting Standards (Ind AS) under
the historical cost convention on the
accrual basis except for certain financial
instruments which are measured at fair
values and the Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015. The Consolidated Financial
Statements have been prepared on the
basis of Audited Financial Statements of
the Company and its subsidiary
company, as approved by their
respective Board of Directors.

28. AUDITORS AND AUDITORS'
REPORT

The shareholders at the 67^th Annual
General Meeting (AGM) of the
Company held on 20^th September,
2022, appointed Deloitte Haskins &
Sells, LLP, Chartered Accountants, (Firm
registration no. 117366W/W-100018),
as the Statutory Auditors' as per section
139, 142 and other applicable
provisions, if any, of the Companies Act,
2013 read with Companies (Audit and
Auditors) Rules, 2014, to hold office till
the conclusion of the 72^nd AGM of the
Company to be held in the calendar
year 2027.

29. EXPLANATIONS OR COMMENTS
ON AUDITOR'S QUALIFICATION/
RESERVATION/ ADVERSE REMARKS/
DISCLAIMER

There is no reservation or observation
or qualification or adverse remark or
disclaimer of Auditors' including
Secretarial Auditors of the Company in
their report.

The Board has duly examined the
Statutory Auditors' Report to the
accounts, which is self-explanatory.

30. INTERNAL AUDITORS

The Board in its meeting held on 28^th
May 2025, on the recommendation of
Audit Committee, approved the
appointment of KPMG Assurance and
Consulting Services LLP, Chartered
Accountants, as the internal auditors of
the Company. The reports submitted by
the Internal Auditor have been
reviewed by the Audit Committee from
time to time.

31 .MAINTENANCES OF COST
RECORDS AS PER SECTION 148 (1)
OF COMPANIES ACT, 2013 READ
WITH APPLICABLE RULE

The Company falls in criteria as
specified for maintenance of cost
records under Section 148 (1) Of
Companies Act, 2013 read with
Companies (Cost Records and Audit)
Rules, 2014 as amended from time to
time. The Company has maintained
proper cost records as per the
provisions contained under the
Companies Act, 2013.

32. COST AUDITORS

The Board, on the recommendation of
the Audit Committee, has approved the
appointment of M/s. Sanjay Gupta &
Associates, Cost Accountants, as Cost
Auditor, for the financial year ending
31^st March 2026, vide its resolution
dated 28^th May 2025. The Cost Auditors
will submit their report for the financial
year ending 31^st March 2026 on or
before the due date.

In accordance with the provisions of
Section 148 of the Companies Act,
2013 read with rules made thereunder,
since the remuneration payable to the
Cost Auditors is required to be ratified
by the shareholders, the Board
recommends the same for approval by
shareholders at the forthcoming AGM.

33. SECRETARIAL AUDITORS
Pursuant to the provisions of Section
204 of the Companies Act, 2013 read
with corresponding Rules framed
thereunder, the Company had
appointed Ms. Deepika Gera,
Company Secretaries, New Delhi, as a
Secretarial Auditor, for a period of 5
years from the conclusion of 70^th Annual
General Meeting of the Company till
the conclusion of the 75^th Annual
General Meeting of the

Company to be held in the calendar
year 2030 to conduct Secretarial Audit
of the Company.

34. ANNUAL SECRETARIAL AUDIT
REPORT

In terms of Section 204 of the
Companies Act, 2013 and Regulation
24A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015, the Secretarial Auditors have
submitted their report, confirming
compliance by the Company of all the
provisions of applicable corporate laws.
The Report does not contain any
qualification, reservation or adverse
remark. The Secretarial Audit Report is
annexed as Annexure-7 to this report.

35. CORPORATE GOVERNANCE
REPORT

Company's Corporate Governance
philosophy is rooted in strong business
ethics, fairness, and trust in all its
stakeholder interactions.

The Company conducts its business with
fairness and transparency, recognizing
the importance of earning and
maintaining the trust of its stakeholders.
Corporate Governance is regarded as
fundamental to nurturing a forward¬
thinking organization capable of
delivering sustainable growth. In its
engagements with external stake¬
holders, the Company prioritizes
transparency, ensuring the timely
sharing of information. Leadership sets
the tone through their actions, ensuring
the organization remains aligned with
its culture and values in both principle
and practice.

The Company has complied with the
Corporate Governance requirements as
specified in the Listing Regulations and
the Act, a report on the same as
stipulated in Regulation 34 read with
Schedule V of the Listing Regulations is
enclosed as "Annexure-1" to the
Board's Report.

The Certificate issued by Deepika Gera,
Company Secretaries, confirming the
Compliance with conditions of
Corporate Governance as stipulated in
Regulation 34(3) read with Schedule V
of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015 is enclosed as "Annexure-8" to
the Board's Report.

36. ANNUAL RETURN

In terms of Section 92(3) of the
Companies Act, 2013 and Rule 12 of
the Companies (Management and
Administration) Rules, 2014, the
Annual Return of the Company is
available on the website of the
Company at the link:
https://www.federalmogulgoetzeindia.
net/web/index.html

37. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

A Business Responsibility and
sustainability Report as per Regulation
34 of the Securities and Exchange Board
of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015, detailing the various initiatives of
the Company is attached as
Annexure - 9.

38. COMMITTEES OF DIRECTORS

The Company has following committees
of Directors:

1. Audit Committee

2. Nomination and Remuneration
Committee

3. Corporate Social Responsibility
Committee

4. Risk Management Committee

5. Stakeholders' Relationship
Committee

6. Share Transfer Committee

7. Committee of Independent
Directors to provide reasoned
recommendation(s) to the
shareholders on the open offer.

The composition of Audit Committee,
Nomination & Remuneration Commi¬
ttee, Corporate Social Responsibility
Committee, Risk Management
Committee, Stakeholders' Relationship
Committee and Share Transfer
Committee has been disclosed in
corporate governance report forming
the part of this report.

The National Financial Reporting
Authority (NFRA), vide its Circular dated
7^th January 2026, had reiterated the
requirement for structured and well
documented communication between
statutory auditors and those charged
with governance (TCWG), throughout

the audit cycle; in this regard, the
Company has placed the Circular
before the Board and Audit Committee,
formalised the identification of TCWG,
instituted structured post audit
interactions with statutory auditors,
developed a Communication
Framework between Statutory Auditors
and TCWG, and ensured compliance
with the Circular and reinforce
corporate governance practices.

39. DETAILS IN RESPECT OF FRAUDS
REPORTED BY AUDITOR'S UNDER
SECTION 143(12) OF THE
COMPANIES ACT, 2013

Pursuant to Section 134(3)(ca), no
incident of fraud has been reported by
the Auditors of the Company under
section 143(12) of the Companies Act,
2013.

40. VIGIL MECHANISM/ WHISTLE
BLOWER POLICY

The Company is committed to the
highest standards of ethical, moral and
legal business conduct. Accordingly, the
Board of Directors has formulated a
Whistle Blower Policy which is in
compliance with the provisions of
Section 177(10) of the Companies Act,
2013 and Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015. The policy provides for a
framework and process whereby
concerns can be raised by its
stakeholders against any kind of
discrimination, harassment, victimi¬
zation or any other unfair practice being
adopted against them. The details of
establishment of Vigil Mechanism is
available on the website of the
Company at

Whistle_Blower_and_Vigil_Mechanism

_Policy.pdf

41. DISCLOSURE UNDER THE
SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAl)
ACT, 2013

The Company has in place an anti¬
sexual harassment Policy and an
Internal Committee in line with the
requirements of The Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Internal Committee has been set up to
redress the complaints received
regarding sexual harassment. All
employees (permanent, contractual,
temporary, trainees) are covered under
the policy. The following is a summary of
sexual harassment complaints received
and disposed off during the financial
year2025-26.

No. of complaints received: Nil
No. of complaints disposed off: 1 (the
complaint was received in February
2025, and it was resolved in May 2025)
Number of cases pending for more than
ninety days: Nil

During the year, the Company carried
out various awareness programs on
prevention of sexual harassment at
workplace.

42. COMPLIANCE OF THE MATER¬
NITY BENEFIT ACT 1961

The Company is in compliance of the
material provisions relating to the
Maternity Benefit Act 1961.

43. PARTICULARS OF EMPLOYEES
AND RELATED DISCLOSURES

The Directors place on record their deep
appreciation for the contribution made
by the employees of the Company at all
levels and confirm that industrial
relations remained cordial and
industrial harmony was maintained.
The measures for the safety, training
and development of the employees
continued to receive top priority.

The information required under Section
197 of the Companies Act, 2013 read
with Companies (Appointment and
Remuneration of Managerial Personnel)
Rules, 2014 in respect of Directors/
employees of your Company is set out in
Annexure -10 & 11 to this Report.

44. SAFETY, HEALTH AND
ENVIRONMENT PROTECTION

The Company sustained its initiatives to
maintain a pollution free environment
by reduction/ elimination of waste,
optimum utilization of power and
preventive maintenance of equipment
and machinery to keep them in good
condition. The safety and health of the
people working in and around the
manufacturing facilities is the top

priority of the Company and we are
committed to improving this
performance year-on-year.

45. CORPORATE INSOLVENCY
RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

There is no corporate insolvency
resolution process initiated by or
against the Company under the
Insolvency and Bankruptcy Code, 2016
(IBC).

46. DETAILS OF THE DIFFERENCE
BETWEEN THE AMOUNT OF THE
VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING A
LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

Not Applicable.

47. DIRECTORS' RESPONSIBILITY
STATEMENT

Pursuant to the requirements of Section
134(3)(c) of the Companies Act, 2013,
with respect to Directors' Responsibility
Statement, it is hereby confirmed that:

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

(b) the directors have selected such
accounting policies and applied them
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
of 31^st March 2026 and of the profit and
loss of the Company for the financial
year ended 31^st March 2026.

(c) the directors 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) the directors have prepared the
annual accounts on a going concern
basis.

(e) the directors have laid down internal
financial controls to be followed by the
Company and that such internal
financial controls are adequate and
were operating effectively; and

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

48. OTHERS

(a) For the financial year under review,
the Company did not issue any sweat
equity shares, shares with differential
voting rights, or stock options under any
Employee Stock Option Plan (ESOP).
Further, no buy-back of shares was
undertaken during the year.

(b) The Company confirms that no
Managing Director or Whole-time
Director received any remuneration or
commission from its holding company
or subsidiary company during the year.
Accordingly, the relevant disclosures are
not applicable.

ACKNOWLEDGMENT

Your directors acknowledge with sincere
gratitude the co-operation and
assistance extended by the Bank(s),
Customers, Dealers, Vendors,
promoters, shareholders, Government
Authorities and all the other business
associates during the year under review.
The Directors also wish to place on
record their deep sense of gratitude for
the committed services of the
Executives, staff and workers of the
Company.