Your directors' present the 64^th Annual Report on the business and operations of Gabriel India Limited ('the Company'), along
with the Audited Financial Statements for the financial year ended March 31,2026.

FINANCIAL STATEMENTS SUMMARY

Note: Adjusted EBITDA has been computed after eliminating the non-operational expenses and one-time impact of wage code.

FINANCIAL/PERFORMANCE HIGHLIGHTS
Standalone

Your Company recorded net sales of '42,329.87 million in
financial year 2025-26 as compared to '36,432.90 million in
financial year 2024-25, a growth of 16.2%. It reported an 18%
growth in Adjusted EBITDA to '3,826.71 million, largely due
to volume growth across all business units viz 2&3 wheelers,
passenger cars, commercial vehicles and aftermarket. The
Company’s profit before tax stood at '3,219.44 million,
an increase of 13.1% over the financial year 2025-26, after
the increased manpower cost due to impact of New Wage

Code, 2019. Profit after tax of the Company was pegged at
'2,432.09 million in FY 2025-26 as compared to '2,118.67
million in the financial year 2024-25. The EPS increased to
'16.93 per share in financial year 2025-26 from '14.75 per
share in the financial year 2024-25.

Consolidated

On a consolidated basis, the Company recorded net sales
of '46,669.33 million during financial year 2025-26 as
compared to '40,633.81 million in financial year 2024-25,
registering a growth of 14.85%. Adjusted EBITDA was
' 4,517.74 million, driven primarily by healthy volume growth

across all major business segments, including two and
three wheelers, passenger vehicles, commercial vehicles
and the aftermarket. Profit before tax for the year stood at
'3,361.52 million, reflecting an increase of 2.9% over the
previous year, after the increased manpower cost due to
impact of New Wage Code, 2019. Profit after tax amounted
to '2,521.64 million in FY 2025-26 as against '2,449.81
million in FY 2024-25. The consolidated earnings per share
(EPS) improved to '17.55 in FY 2025-26 from '17.05 in
the previous financial year, underscoring the Company’s
improved operating and financial performance.

BUSINESS OUTLOOK

In FY 2025-26, the global economy faced complex
challenges, prompting the IMF to project a moderated
global growth of 3.1% in 2026, down from the 3.4% recorded
in 2025. This slowdown was largely driven by escalating
geopolitical tensions, particularly the conflict in West Asia,
which disrupted critical global shipping routes and added
upward pressure on energy and raw material costs. While
lower tariff rates and certain resilient economic data provided
some offset, the broader global manufacturing environment
continued to grapple with supply chain realignments,
inflation management, and evolving trade policies.

Amidst these global headwinds, India reinforced its position
as a resilient and rapidly expanding economic powerhouse.
The Indian economy’s real GDP is estimated to have grown
by a robust 7.6% in FY 2025-26, a notable acceleration from
7.1% in the preceding year. This exceptional performance
was supported by strong rural consumption bolstered by
a favourable agricultural harvest, a buoyant manufacturing
sector, and sustained government capital expenditure. A
stable macroeconomic environment, marked by historically
low retail inflation that averaged just 1.7% between April and
December 2025, further strengthened consumer confidence
and domestic demand.

India’s automotive industry mirrored this economic
strength, delivering a landmark year across the board.
Overall domestic vehicle sales reached a seven-year high
of 28.2 million units, reflecting a strong 10.4% year-on-year
increase. Passenger Vehicle sales hit an all-time record of
4.64 million units, driven by sustained demand for SUVs and
the structural affordability benefits introduced by the GST
2.0 rate rationalization. The Two-Wheeler and Commercial
Vehicle segments also showcased robust recoveries,

growing by 10.7% and 12.6% respectively. Furthermore, the
Electric Vehicle transition accelerated significantly, with the
industry clocking over 2.45 million EV retail sales, including a
record 1.4 million electric two-wheelers.

Looking ahead to FY 2026-27, the Indian economy’s real
GDP growth is projected to remain steady in the range of
6.8% to 7.2%. The automotive sector is expected to maintain
its positive trajectory, supported by strong macroeconomic
fundamentals, improving rural income visibility, and the
government’s continued push towards green mobility
and localization through schemes like PM E-DRIVE and
PLI. However, the industry remains cautiously optimistic,
maintaining vigilance against potential supply chain friction
and commodity inflation risks stemming from prolonged
geopolitical conflicts in the Middle East.

Gabriel India remains focused on executing its strategic
evolution from a legacy suspension manufacturer into a
highly diversified flagship mobility and technology solutions
conglomerate. Through the successful implementation of
our Composite Scheme of Arrangement and new strategic
joint ventures in sunroof systems, automotive fasteners, and
advanced e-thermal fluids, we are unlocking long-term value
and significantly expanding our addressable market. Backed
by a relentless commitment to engineering excellence,
operational resilience, and sustainability, the Company is
aggressively advancing its localization programs-targeting
60% domestic value addition in premium components-
while simultaneously developing advanced light weighting
technologies to support OEMs in meeting the upcoming
CAFE 3 emissions norms.

OPERATIONS AND STRATEGIC MOVES

FY 2025-26 was a year of strong operational performance
and strategic advancement for Gabriel India. The Company
delivered record revenues, broadened its product portfolio,
strengthened customer relationships, and expanded its
manufacturing capabilities.

During the financial year 2025-26, the Board of Directors,
at its meeting held on June 30, 2025, approved (subject
to requisite statutory, regulatory and other approvals) a
Composite Scheme of Arrangement ("the Scheme") aimed
at restructuring and consolidating the Group’s business
operations. The Scheme involves the merger of the
business undertaking of Anchemco India Private Limited
("Anchemco"), a fellow subsidiary, into Asia Investments

Private Limited ("AIPL"), the immediate Holding Company,
followed by the demerger and transfer of the Automotive
Undertaking of AIPL, as defined under the Scheme. The
Automotive Undertaking of AIPL comprised of the business
of Anchemco (engaged in manufacturing of brake fluids,
radiator coolants, diesel exhaust fluid (DEF)/ad-blue, and
PU/PVC based adhesives) and investments in Dana Anand
India Private Limited, Henkel ANAND India Private Limited
and ANAND CY Myutec Automotive Private Limited.

Pursuant to the approval of the Scheme by the Board, the
Company received the requisite observation letters from
the Stock Exchanges. The Scheme was also approved by
the Members of the Company with the requisite majority on
March 18, 2026. The final hearing in respect of the Scheme
was completed on April 24, 2026. The Hon’ble NCLT, Mumbai
Bench, sanctioned the Scheme on May 11,2026. Upon filing
of e-Form INC-28 with the Registrar of Companies on May
22, 2026, the Scheme became effective from that date
(“Effective Date").

This reorganisation represents a key strategic step in
strengthening and realigning the Group’s operating
structure to support long-term growth and value creation.
Upon completion of the amalgamation and subsequent
demerger, the Company will transition from a monoproduct
suspension-focused entity to a diversified mobility solutions
provider, with an expanded presence across automotive
components, electric vehicle (EV) products, fluids, and
industrial solutions. This diversification is expected to
mitigate product concentration risk, deepen and broaden
customer relationships, and enhance the Company’s
positioning with global original equipment manufacturers
(OEMs).

The restructuring is also expected to streamline the corporate
structure by eliminating intragroup transactions, improving
cash flow efficiency and enabling more effective capital
allocation. The consolidation of businesses is anticipated to
unlock operational synergies, achieve cost efficiencies and
strengthen overall financial performance. The Board firmly
believes that the successful implementation of the Scheme
will enhance organisational agility, improve competitiveness,
and create sustainable longterm value for all stakeholders.

As part of its strategic expansion and portfolio diversification
initiatives, the Board of Directors, at its meeting held on
July 09, 2025, approved the execution of a Joint Venture
Agreement and Share Subscription Agreement with Jinos
Co., Ltd., a corporation incorporated under the laws of
South Korea, for the purpose of undertaking the business

of engineering, designing, developing, manufacturing,
importing, assembling, marketing, sales and distribution
of fasteners for automotive and industrial applications
through Jinhap Gabriel Auto India Private Limited ("JGAIPL"),
(formally known as Jinhap Automotive India Private Limited).
This collaboration is aimed at enabling the Company to tap
into the high growth fasteners segment by leveraging the
technical expertise, manufacturing capabilities and global
reach of its joint venture partner, while also enhancing
backward integration opportunities and strengthening its
position within the automotive value chain. During the year, all
conditions precedent under the joint venture arrangements
were duly fulfilled, and equity shares of JGAIPL were allotted
to the Company and Jinos in the ratio of 51:49 respectively;
accordingly, with effect from February 27, 2026 (the closing
date), JGAIPL has become a subsidiary of your Company,
which is expected to contribute positively to the Company’s
longterm growth, competitiveness and stakeholder value.

Additionally, the Board of Directors, at its meeting held on
October 07, 2025, approved the formation of a joint venture
with SK Enmove Co., Ltd., a corporation incorporated under
the laws of the Republic of Korea, to undertake the business of
engineering, designing, developing, manufacturing (including
through thirdparty toll blending and contract manufacturing),
packaging, import, blending, assembly, marketing, sales,
distribution and export of engine oils, electric vehicle fluids,
shock absorber oil, industrial lubricants, greases and
ethermal fluids in mutually agreed territories. Pursuant to
the joint venture arrangement, a wholly owned subsidiary of
the Company was incorporated under the name "SK Enmove
Gabriel India Private Limited" to serve as the joint venture
company and the Company proposed an investment of up
to ' 29.40 Cr. in one or more tranches, resulting in a 49%
equity participation, with the balance 51% held by the joint
venture partner. During the year, equity shares were allotted
to SK On Co., Ltd. (following the merger of SK Enmove
Co., Ltd. into SK On Co., Ltd.) and Gabriel India Limited in
the agreed shareholding ratio, thereby operationalising
the joint venture. The collaboration is expected to create
significant synergies by combining Gabriel India’s strong
domestic market presence, customer relationships and
manufacturing footprint with SK’s advanced lubrication
technologies, product development capabilities and global
expertise, enabling faster portfolio expansion, enhanced
innovation in EV and thermal management fluids, improved
cost efficiencies through shared infrastructure and sourcing,
and stronger positioning in both automotive and industrial

segments, thereby supporting sustainable longterm growth
and value creation.

Your Company’s unwavering commitment to operational,
manufacturing, and sustainability excellence was
recognized through several prestigious customer and
industry accolades. From customers, we received the DAF
Trucks 10 PPM Award for the fourth year in a row, alongside
quality awards from Ather Energy and Greaves E-Mobility.
Our green initiatives were recognized with the Environmental
Initiatives Award from Suzuki Motorcycles and the Clean
Energy Champion award from TVS Motor. On the industry
side, our plants won multiple ACMA Excellence Awards in
safety, ESG, and digitalization. We also secured the SKOCH
Award for renewable energy, the CII-ITC Eco Edge Certificate
for the Chakan plant, and manufacturing competitiveness
honours for our Hosur and Nashik plants.

With a forward-looking product portfolio, deep-rooted OEM
partnerships, and a strong foundation in innovation and
manufacturing excellence, Gabriel India is well equipped to
capitalise on emerging opportunities in the evolving mobility
landscape.

CONSOLIDATED FINANCIAL STATEMENTS:

As per Regulation 33 of the Listing Regulations and Section
129 of the Companies Act, 2013 ("Act") read with the rules
made thereunder, consolidated financial statements of the
Company for the financial year 2025-26 have been prepared
in compliance with the applicable accounting standards.
The financial statements audited by the Company and its
subsidiaries have been approved by the board of directors of
respective entities. During the year under review, the Board
of Directors reviewed the affairs of the subsidiary companies
in accordance with Section 129(3) of the Act. Consolidated
financial statements together with the statutory auditor’s
report thereon form part of this Annual Report.

PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND
JOINT VENTURE COMPANIES

The Company has three subsidiaries and one associate
company as on the date of this report, as detailed below.

Inalfa Gabriel Sunroof Systems Private Limited ('IGSSPL')

Inalfa Gabriel Sunroof Systems Private Limited (IGSSPL’)
is a wholly owned subsidiary engaged in the business
of engineering, designing, developing, manufacturing,

assembly, marketing, sales, and distribution of automotive
sunroofs. It recorded a net sale of '4,339.45 million in the
financial year 2025-26 as compared to '4,200.90 million
in the financial year 2024-25, a growth of 3.3%. It reported
an EBITDA of '651 million. The Company’s profit before tax
stood at '317.36 million in the financial year 2025-26. Profit
after tax of the Company was pegged at '264.83 million
compared to '343.48 million in the financial year 2025-26.
The EPS for the year amounted to '9.01 per share in the
financial year 2025-26.

Gabriel Europe Engineering Centre BV ('G.E.E.C.')

Gabriel European Engineering Centre BV ('G.E.E.C.’) is
a wholly owned subsidiary of the Company situated in
Belgium. The main activity of G.E.E.C. is to conduct research
and to develop, purchase, sell, lease and promote automotive
technology and products in a broad sense and which focus,
inter alia, on the development and production of shock
absorbers. It reported an operating revenue of '175.19
million during the said financial year. The Company reported
loss after tax for the year of '0.10 million.

Jinhap Gabriel Auto India Private Limited ('JGAIPL')

Jinhap Gabriel Auto India Private Limited ("JGAIPL") is
a subsidiary company of the Company and is engaged
in the business of engineering, designing, developing,
manufacturing, import, export, assembly, marketing, sales
and distribution of fasteners for automotive and industrial
applications.

The Board of Directors of the Company accorded its approval
for investment in JGAIPL on July 09, 2025. Subsequently, the
Joint Venture Agreement was executed on February 03, 2026,
and the Company made its investment in JGAIPL on March
01,2026, in accordance with the terms of the said agreement.

As on March 31, 2026, JGAIPL did not commenced its
business operations.

SK Enmove Gabriel India Private Limited ('SGIPL')

SK Enmove Gabriel India Private Limited ("SGIPL")
was incorporated on December 18, 2025, initially as a
wholly-owned subsidiary of the Company. Pursuant to the
Joint Venture arrangement, SGIPL became an associate
company of the Company, with the Company’s holding 49%
of its equity share capital. The said status was achieved by
SGIPL on February 27, 2026. As at March 31, 2026, SGIPL
has not commenced its business operations.

A report containing the performance, financial position and
the contribution of subsidiaries companies to the overall
performance of the Company as required by the Companies
Act, 2013 (hereinafter referred to the 'Act') is provided as
an annexure (Form AOC-1) to the consolidated financial
statements and hence are not repeated here for the purpose
of brevity.

The audited financial statements of each of the subsidiary
companies are also available on the website of the Company at
the web-link https://www.anandgroupindia.com/gabrielindia/

The Company’s policy for determination of material
subsidiaries, as adopted by the Board of Directors, in
conformity with regulation 16(1)(c) of the Listing Regulations,
2015, can be accessed on the Company's website at https://
www.anandgroupindia.com/gabrielindia/

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of your
Company during the year.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments during
the year under review.

CREDIT RATING

Your Company has obtained the credit rating from CRISIL
Limited ("CRISIL') for its banking facilities. The agency has
reaffirmed the Company's rating as CRISIL AA/Stable for
Long Term facilities.

DIVIDEND

During the year under review your directors declared an
interim dividend of ' 1.90 per equity share of ' 1 each
(previous year ' 1.75 per equity share of ' 1 each). This
dividend amounted to ' 272.92 million (previous year
' 251.37 million). This was distributed to shareholders,
whose names appeared on the Register of Members as on
November 21,2025.

Your directors further recommended for the approval of
shareholders a final dividend of ' 3.10 per equity share of
' 1 each (previous year ' 2.95 per equity share of ' 1 each).
Income Tax Act, 1961, ("the IT Act") as amended by the Finance
Act, 2020, mandates that dividends paid or distributed by a

company after April 01,2020, shall be taxable in the hands of
members hence the dividend payout is exclusive of dividend
distribution tax. The dividend, subject to its declaration, will
be distributed to shareholders whose names appear on the
Register of Members on Wednesday, August 12, 2026.

The Company also has its Dividend Distribution Policy which
has been approved by the Board of Directors. The said policy
is available on the Company's website at URL:

https://www.anandgroupindia.com/gabrielindia/investors/

corporate-governance/

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company
for the financial year 2025-26, after all appropriations and
adjustments was ' 13,187.50 million.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, in terms of Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 following dividend, corresponding
shares and matured deposits along with the accrued interest
were transferred to the Investor Education and Protection
Fund following due notice to the members. The same can be
claimed by the respective investors through the submission
of Form IEPF-5.

The list of shareholders is available on Company’s website
at URL: https://www.anandgroupindia.com/gabrielindia/
investors/investor-information/. Future cash benefits like
dividends on such transferred shares shall be transferred by
the Company to bank account of IEPF authority.

1. Details of unclaimed/unpaid dividend and
Corresponding shares transferred to IEPF:

2. During September 2025, an amount of ' 35,453
representing unclaimed interest on matured fixed
deposits was transferred to the Investor Education and
Protection Fund (IEPF), while there was no unclaimed
matured deposit amount.

3. Details of resultant benefit arising out of shares already
transferred to IEPF:

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital
as on March 31, 2026, was ' 143.64 million comprising of
14,36,43,940 equity shares of ' 1 each. During the year under
review, the Company did not issue any shares and did not
grant stock options or sweat equity shares to employees.
The details of the shareholding of the Directors as on March
31,2026, are as mentioned below:

DEPOSITS

The Company has discontinued the acceptance of deposits
with effect from November 09, 2015. Accordingly, no further
deposits shall be accepted by the Company under the said
scheme. The deposits already accepted under the said
scheme up to November 07, 2015, were served till their
applicable tenure.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year under review, Seven (7) Board meetings and
Five (5) Audit Committee meetings were convened and held,
the details of which are given in the Corporate Governance
Report forming part of this Annual Report. The intervening
gap between the meetings did not exceed the period 120
days as prescribed under the Companies Act, 2013.

COMMITTEES

The Company has the following Committees, which have
been established as a part of the corporate governance
practices and are in compliance with the requirements of the
relevant provisions of applicable laws and statutes.

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders’ Relationship Committee

• Corporate Social Responsibility Committee

• Risk Management Committee

The details with respect to the compositions, powers, roles,
terms of reference and number of meetings held during
the year of relevant committees are given in detail in the
Corporate Governance Report of the Company, which forms
part of this Board’s Report

MANAGEMENTA. Directors

As on March 31, 2026, there were six Directors on
the Board of the Company, consisting of 1 Executive
Chairperson, 1 Executive Director, 1 Non- executive
Director and 3 Independent Directors.

During the year under review no changes occurred in
the composition of the Board of Directors

In accordance with Article 128, 129 and 130 of the
Articles of Association of the Company and Section
152(6)(d) and (e) of the Companies Act, 2013, Mr.
Mahendra K. Goyal retires by rotation and being eligible,
offers himself for reappointment.

B. Declaration of independence and statement on
compliance of code of conduct

The Non-executive Independent Directors enlisted
below have:

1. Provided a declaration under Section 149(7) of
the Companies Act, 2013 that they meet the
criteria of independence. The declaration from
the said directors is attached as Annexure 'A' to
this Report.

2. Complied with the Code for Independent Directors
prescribed in Schedule IV to the Companies
Act, 2013.

3. Complied with the Code of Conduct for the Board
of Directors, members of Senior Management,
and Insiders.

C. Formal Evaluation

Pursuant to the provisions of the Companies Act, 2013
and the Regulations of the Securities and Exchange
Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ('SEBI (LODR), 2015’),
the Board carried out an annual evaluation of its own,
its Committees, the Chairperson, and the Directors,
individually. A detailed note on the manner of evaluation
forms a part of the Corporate Governance Report.

D. Key Managerial Personnel

As on March 31, 2026, the Key Managerial Personnel
('KMPs’) of the Company were as follows:

• Mrs. Anjali Singh, Chairperson and Whole Time
Director

• Mr. Atul Jaggi, Managing Director

• Mr. Mohit Srivastava, Chief Financial Officer

• Mr. Nilesh Jain, Company Secretary and
Compliance Officer

During the year under review, Mr. Rishi Luharuka
ceased to be the Chief Financial Officer with effect from
May 25, 2025. Subsequently, Mr. Mohit Srivastava was
appointed as the Chief Financial Officer with effect from
May 26, 2025.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT
AND REMUNERATION

The Company has in place a Nomination and Remuneration
Policy which was duly approved by the Board in the financial
year 2014-15. The remuneration, in all forms, paid to the
Executive Directors was in compliance with the said policy.
The remuneration to Non-executive Independent Directors
in the form of commission and sitting fees was also paid
in terms of the said policy. The disclosure of the details of
the Nomination and Remuneration Policy forms part of the
Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Disclosures relating to Loans, Guarantees or Investments,
as defined under Section 186 of the Companies Act, 2013,
forms part of the Notes to the Financial Statement.

VIGIL MECHANISM

A Vigil Mechanism in the form of an Ethics Helpline and
Whistle Blower Policy was established by the Company to trace
and deal with instances of fraud and mismanagement. The
details/report for the same was directly reported to the Audit
Committee Chairperson. A brief note on the Whistle Blower
Policy is disclosed in the Corporate Governance Report. The
full text of Policy is available on Company’s website at URL:
https://www.anandgroupindia.com/wp-content/
uploads/2026/02/Whistle-Blower-Policy.pdf

INTERNAL CONTROLS AND SYSTEMS

The Company has established adequate internal control
systems and vigilance systems to commensurate with
the size of the business, nature of the business and
risk management which are continuously evaluated by
professional internal and statutory auditors of repute.
The Company continues to improve the present internal
control systems by implementation of appropriate policy
and processes evaluated based on the Enterprise Risk
Management, Internal Financial Controls and Internal Audits.
Adequate benchmarking is done to upgrade the same from
time to time and such update is based on the changes in
the risk factors, probability and impact to the organization.
The Company has in place an adequate system to ensure
effectiveness, efficacy of operations, compliance with
applicable legislation, safeguarding of assets, adherence to
management policies and promotion of ethical conduct.

A dedicated legal compliance cell ensures that the Company
conducts its business with high standards of legal, statutory
and regulatory compliances. The Audit committee reviews
the internal control systems and procedures quarterly. The
Company maintains a system of Internal Financial Controls
('IFC') designed to provide a high degree of assurance on
various business areas such as Inventory, Procure to Pay,
Record to Report, Legal, Order to Cash, Fixed Assets, Human
Resource, Information Technology regarding effectiveness
and efficiency of operations, reliability of financial controls
and compliance with laws and regulations. This is done by
recording the results of key manual controls status across
the Company and retaining the back-up of the same in a
common secured server for future reference. The Audit
committee periodically evaluates internal financial controls
and risk management system.

BUSINESS RISK MANAGEMENT

Like any other industry, the Company faces several
business risks. The Company’s business is exposed to
internal and external risks which are identified and revisited
every year. For proper risk management, the Company
has Risk Management Policy and a well-defined Risk
framework comprising of Risk Governance, Risk Enabled
Strategic Processes, Risk Enabled Operational Processes,
Coordinated Risk Assurance and Technology Enablement.
A Risk Management Committee formed and comprising of
two Non-Executive Independent Directors and one Executive
Director meets every quarter to monitor various components
of the risk framework in compliance to Risk Management
Policy, review progress of actions planned and an update of
the same is presented to the Board members. The Company
has taken necessary actions for risk mitigation in the
financial year 2025-26.

The key risks of the organization are as under. The Company
has plans to mitigate the same.

Industry Risk

The Company has customer relationships with a large
number of OEMs in all business segments - 2&3 Wheelers,
Passenger cars, Commercial vehicles and Railways which
has substantially mitigated industry risk. Additionally,
the Company is continuously widening its exports and
aftermarket presence.

Competition Risk

The Company is working closely with customers to develop
products collaboratively for their upcoming models. The
Company has identified cost leadership as one of the key
drivers to combat competition and is working aggressively
to retain its cost competitiveness.

The Company is investing in automation and process
upgradation, thus strengthening margins in the process. The
Company invested in renewable energy with the objective
to moderate costs in long term. Company is investing
at locations close to customer’s location to garner new
businesses.

The Company has drawn a technology road map and has
taken up various projects under automation initiative to
manage and mitigate technology risk arising due to dated
software, lack of automation and high dependency of
manual efforts.

For improvement of quality, initiatives such as COQ and AHQ
have been implemented to aid in managing and mitigating
risk of sub-standard product quality that may result in
reduction of export volumes/increasing warranty costs.

The Company has developed plan with quarterly targets
focusing on developing new products to ensure increase
foothold in the market in line with long term strategic plans.

Procurement Risk

The Company has a rationalized vendor base to enhance
purchasing efficiencies. The Company has successfully
minimized excessive dependence on specific vendors. This
was achieved by way of strategic partnerships, alternate
sourcing, and vendor consolidation for high-risk vendors.

The Company continues to use e-sourcing to get additional
cost reductions from existing/new vendors on a regular
basis. Annual cost reduction workshops are continuing to
give new avenues to control the raw material costs. Import
localization has helped the Company to reduce the strain on
margins due to competitive pricing.

Export Risk

The Company commissioned a full-fledged Two Wheelers R&D
Centre at Hosur in December 2013 and strengthened its R&D
capabilities in its Passenger Cars, Commercial Vehicles and
Railways Business Unit at Pune. A modern R&D Technology
Center for Passenger Cars and Commercial Vehicles product
development was established at Chakan, Pune.

The Company has set up a dedicated team to focus on
exports for the regions of South Asia, ASEAN, the Middle
East and Latin America. The Company is constantly working
on upgrading it’s manufacturing processes to meet higher
product standards for the export business.

Compliance Risk

The Company has adequate controls to ensure that
all transactions are correctly authorised, recorded and
reported. Its internal control system is supplemented by
an extensive array of internal audits, reviews of findings
and assessment of improvement opportunities across
business processes, systems and controls. The Company
has established compliance software across all Plants and
at its registered office to ensure the same. The Company has
identified additional risk of statutory and EHS compliance at
key vendors for continuous monitoring.

Contingency Risk

This risk can arise due to unanticipated contingencies which
may arise due to internal or external factors. The Company
has defined Business Continuity Plan ('BCP') and Disaster
Recovery Plan ('DRP') to ensure smooth running of business
and operation, safeguarding of the assets, employee/
people/visitor health safety and compliances. Adequate
controls are updated and documented based on the risk
factors, government guidelines, notifications issued from
time to time. BCP plan outlines the procedures for immediate
management level responses to manage the crisis which
includes business recovery strategies. DRP plan outlines
specific procedures required to recover and restore critical
IT systems during such unanticipated disruptive events.

FRAUD REPORTED BY AUDITOR

During the year under review, no instance of fraud in the
Company was reported by the Auditors.

EXPLANATION IN RESPOSE TO THE AUDITORS'
QUALIFICATION

During the year under review, neither Statutory Auditor
nor Secretarial Auditor and Cost Auditor reported any
qualifications, reservations, or adverse remarks in their
respective reports.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

During the year under review, the Company has not entered
into any contract/arrangement/transaction with related
parties which were either not at an arm's length or not in the
ordinary course of business and further could be considered
material in accordance with the policy of the Company
on materiality of related party transactions. Hence, there
is no information to be provided in Form AOC-2, while the
particulars of all related party transactions in terms of IND
AS 24 forms part of Notes to the Financial Statements
provided in this Annual Report.

The Policy on Materiality of Related Party Transactions and
dealing with Related Party Transactions was revised in line
with the amendment in SEBI (LODR) Regulations, 2015 and
the same is available on the Company's website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

During the year under review, there were no significant or
material orders passed by regulators or courts of competent
jurisdiction that would impact the Company's ability to
continue as a going concern.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in
the Annual Report and the certificate from the Secretarial
Auditors, confirming the compliance of conditions of
Corporate Governance, as stipulated under SEBI (LODR)
Regulations, 2015 is annexed thereto.

MANAGEMENT DISCUSSION ANALYSIS

In terms of the provisions of Regulation 34 of SEBI (LODR)
Regulations, 2015, the Management's Discussion and
Analysis is set out in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company’s Corporate Social Responsibility Policy is
hosted on the website of the Company. The Company has
a CSR Committee to monitor adherence to Corporate Social
Responsibility Policy and to track transactions related to
ongoing/non-ongoing projects etc. A detailed report on
the CSR activities inter- alia disclosing the composition
of CSR Committee and CSR activities is attached as
Annexure 'B-I to this Report. Certification by Chief Financial
Officer on disbursement and utilization of Corporate Social
Responsibility funds is attached as Annexure 'B - II' to this
Report.

The disclosure pertaining to the constitution of the
committee and number of meetings held during the year
forms part of the Corporate Governance Report which is a
part of Annual Report.

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

As required under Section 134(m) of the Companies Act,
2013, read with the Companies (Accounts) Rules 2014,
information relating to the foregoing matters is attached as
Annexure 'C' to this Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment
at workplace. The Company has in place a Prevention of
Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and rules
framed thereunder. Through this policy, the Company has
constituted a Committee and established a grievance
procedure through Internal Complaints Committee ('ICC’)
for protection against victimization.

During the year under review one complaint of sexual
harassment was received and was resolved.

The Company is committed to providing a healthy
environment for all its employees conducive to work without
the fear of prejudice and gender bias.

MATERNITY BENEFIT ACT, 1961

During the year under review, the Company has duly
complied with the provisions of the Maternity Benefit Act,
1961, as amended from time to time.

The Company extends maternity benefits, including paid
leave of up to 26 weeks to eligible women employees, in
accordance with the statutory requirements. Additionally,
leave benefits are provided to adoptive and commissioning
mothers in compliance with the provisions of the Act.

Where applicable, the Company has made arrangements
for creche facilities in line with the thresholds prescribed
under the Act. The Company also ensures that no woman
employee is discriminated against or terminated on account
of her maternity and continues to uphold a safe and inclusive
work environment for all employees.

The Company remains committed to promoting gender
diversity and supporting the rights and welfare of women
employees by ensuring full compliance with applicable
labour and welfare legislations.

AUDITORS
Statutory Auditors

In the 59^th Annual General Meeting held on August 04, 2021,
Price Waterhouse Chartered Accountants LLP (PWC), were
appointed as Statutory Auditors of the Company for a period
of five years till the conclusion of the 64^th Annual General
Meeting of the Company.

The Board of Directors of the Company, at its meeting held
on May 27, 2026, has proposed the reappointment of Price
Waterhouse Chartered Accountants LLP ("PWC") as the
Statutory Auditors of the Company for a second term of five
(5) consecutive years, to hold office from the conclusion of
the 64^th Annual General Meeting ("AGM") until the conclusion
of the 69^th AGM, subject to the approval of the shareholders
at the 64^th AGM.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 read with Rule 9 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
and Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Company has appointed M/s. Mehta & Mehta, Practicing
Company Secretaries, Mumbai, as the Secretarial Auditors
of the Company for a period of five (5) consecutive years,
commencing from Financial Year 2025-26 to 2029-30, to
conduct the Secretarial Audit.

The Secretarial Audit Report for the year under review,
issued by M/s. Mehta & Mehta, Practicing Company
Secretaries, Mumbai, is annexed to this Report as Annexure
'D1'. The Report is selfexplanatory and does not contain any
qualification, reservation or adverse remark.

Further, in terms of Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Secretarial Audit Report of the Company’s
material subsidiary, Inalfa Gabriel Sunroof Systems Private
Limited, issued by M/s. Mehta & Mehta, Practicing Company
Secretaries, Mumbai, is also annexed to this Report as
Annexure 'D2'.

Cost Audit

In terms of the provisions of Section 148 of the Companies
Act, 2013, the Company is required to have the audit of its
cost records conducted by a Cost Accountant. The Board
of Directors of the Company has on the recommendation
of the Audit Committee, approved the appointment of M/s.
Dhananjay V. Joshi and Associates, Cost Accountants, Pune
as Cost Auditors (Registration No. 00030) of the Company
for financial year 2025-26 to conduct cost audits for relevant
products prescribed under the Companies (Cost Records
and Audit) Rules, 2014. On recommendation of the Audit
Committee, the Board has recommended to the members, as
per resolution set in item 5 of the Notice of the forthcoming
Annual General Meeting, remuneration payable to the said
Cost Auditors. M/s. Dhananjay V. Joshi and Associates
have, under Section 139(1) of the Act and the Rules framed
thereunder furnished a certificate of their eligibility and
consent for appointments. The cost accounts and records of
the Company are duly prepared and maintained as required
under Section 148(1) of the Companies Act, 2013.

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013
and Rule 12(1) of the Companies (Management and
Administration) Rules, 2014 the Annual Return for financial
year 2025-26 is available on Company’s website at URL:
https://www.anandgroupindia.com/gabrielindia/investors/
annual-reports/

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as
required under Section 197(12) of the Act read with Rule
5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is attached as
Annexure 'E'.

Statement containing particulars of top 10 employees and
particulars of employees as required under Section 197
(12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is available on Company’s website at URL:
https://www.anandgroupindia.com/gabrielindia/

None of the employees listed therein are related to any
Director of the Company.

In furtherance to the above, Mrs. Anjali Singh, Whole-time
Director of the Company, has received remuneration from
Asia Investments Pvt. Ltd., its holding company, for the
financial year 2025-26.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of Section
134(3)(c) of the Companies Act, 2013:

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

2) The Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent, to
give a true and fair view of the state of affairs of the
Company at the end of the financial year March 31,
2026, and of the Profit of the Company for that period.

3) The Directors have taken proper and sufficient care
of the maintenance of adequate accounting records
in accordance with the provisions of this act for
safeguarding the assets of the Company and for
preventing/detecting fraud and other irregularities.

4) The Directors have prepared the annual accounts on a
going concerning basis.

5) The Directors have laid down internal financial controls
followed by the Company and that such financial
controls are adequate and operating effectively.

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) AND THEIR STATUS

There are no applications made or any proceeding pending
under the Insolvency and Bankruptcy Code, 2016 (31 of
2016) during the year.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOANS FROM THE BANKS OR FINANCIAL
INSTITUTION ALONGWITH THE REASONS THEREOF

There are no such events occurred during the period from
April 01,2025, to March 31,2026, thus no valuation is carried
out for the one-time settlement with the Banks or Financial
Institutions.

ACKNOWLEDGEMENTS

Your directors wish to thank the collaborators, technology
partners, financial institutions, bankers, customers,
suppliers, shareholders and employees for their continued
support and co-operation.

For and on behalf of the BoardAnjali Singh Atul Jaggi

Chairperson Managing Director

(DIN 07263848) (DIN 02082840)

Place: London Place: Pune

Date: May 27, 2026 Date: May 27, 2026