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The Directors are pleased to present the 80 th Annual Report and the audited accounts of the Company for the year ended 31 March 2026.

FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2026

(? in lakhs)

S. No. Particulars	2025- 26		2024- 25
1.1 Forging sales		1,52,859.07		1,46,271.25
1.2 Other Operative Income		1,657.27		1,424.69
1.3 Other Income		2,434.05		2,954.83
1.4 Total Income		1,56,950.39		1,50,650.77
1.5 Profit before Depreciation, Finance Costs and Tax Expense (EBITDA)		30,037.26		32,372.33
1.6 Profit before tax		12,997.31		17,998.01
1.7 Tax
For current year	2,550.00		3,500.00
Relating to previous years	(254.94)		18.08
Deferred Tax / MAT credit	(684.05)	1,611.01	850.00	4,368.08
1.8 Profit after Tax		11,386.30		13,629.93

DIVIDEND AND FINANCIAL RESULTS

(? in lakhs)

S. No.	Particulars	2025- 26	2024- 25
2.1	Profit after Tax	11,386.30	13,629.93
2.2	Balance in P & L Account	118.40	419.73
2.3	Profit available for appropriation	11,504.70	14,049.66
2.4	Transfer to General Reserve	9,200.00	12,000.00
2.5	Proposed Dividend	1,931.26	1,931.26
2.6	Balance carried forward	373.44	118.40

The Directors, at their meeting held on 27 May 2026, have approved an interim dividend of ?4/- per equity share (40%) on 4,82,81,600 equity shares of face value of ?10 each, absorbing a sum of ?19.32 crore with the same dividend payout as on 31 March 2025. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

For the financial year 2024–25, the Directors, at their meeting held on 24 May 2025, had recommended a final dividend of ?4 per equity share (40%) on 4,82,81,600 equity shares of face value of ?10 each, aggregating to ?19.32 crore, which was subsequently approved by the shareholders at the Annual General Meeting held on 6 August 2025 and paid on 29 August 2025.

SHARE CAPITAL

As on 31 March 2026, there was no change in the authorised and paid-up share capital of the Company. At the Board Meeting held on 25 March 2026, the Board of Directors approved and recommended, subject to the approval of the shareholders, the increase in the authorised share capital of the Company from ?51,00,00,000 (Rupees Fifty-One Crores only) divided into 5,10,00,000 equity shares of ?10 each to ?61,00,00,000 (Rupees Sixty-One Crores only) divided into 6,10,00,000 equity shares of ?10 each, to enable the Company to raise funds, if and when required, and to meet future business requirements. The said increase was approved by the shareholders through postal ballot on 29 April 2026.

FUND RAISING ®

The Board of Directors, at its meeting held on 25 March 2026, approved an enabling resolution for raising of funds in one or more tranches, up to an aggregate amount of

? 600 crores, by way of issuance of equity shares and/or other eligible securities through Qualified Institutional Placement or any other permissible modes, subject to necessary approvals and market conditions. The said enabling resolution was approved by the shareholders through postal ballot on 29 April 2026. The Company may evaluate such fund-raising opportunities, as and when considered appropriate.

HIGHLIGHTS OF THE COMPANY'S OPERATIONAL PERFORMANCE

The Company's total revenue exceeded ?1,500 crore for the third consecutive year, reaching an all-time high of ?1,570 crore, the highest total revenue in its history.

Operating EBITDA has crossed ?300 crores for the third time and stands at

? 300.37 crores as against ?324 crores.

Domestic sales for FY26 grew by 9.5% to ?986 Cr contributing 64% to the Company's overall revenue.

Export sales for FY26 stood at ?543 crore, contributing 36% of overall sales, compared with ?563 crore achieved in FY25.

The Company remains a net earner of foreign exchange. The net foreign exchange earnings for the current year amounted to ?451.08 crores.

The Company has maintained its continuity regarding ISO 9001 and IATF 16949 Certification for its Quality Management System.

The Company is currently in the process of obtaining certification for ISO 14001 (Environmental Management System) and ISO 45001 (Occupational Health & Safety Management System), reaffirming its commitment towards environmental sustainability, workplace safety and continual improvement in operational standards.

The Board has approved an interim dividend of ?4 per share with the same dividend pay-out as in FY25.

Amalgamation of DVS Industries Private Limited with the Company:

The Board of Directors of the Company at their meeting held on 3 February 2025 had approved the Scheme of Amalgamation of DVS Industries Private Limited (DVS), a wholly owned subsidiary of the Company, with the Company. The appointed date of the amalgamation is 01 April 2024.

In accordance with Regulation 37(6) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has duly intimated the Stock Exchanges regarding the approval of the Scheme by the Board. The Company has filed the necessary application with the Hon'ble National Company Law Tribunal (NCLT), Chennai. The matter has been heard and is awaiting pronouncement of the order.

Upon the Scheme becoming effective, all assets, liabilities, employees, contracts and other obligations of DVS (except its paid-up share capital) will be transferred to and vested in the Company, and DVS shall stand dissolved without winding up. The investment held by the Company in DVS shall stand cancelled.

Further, upon the Scheme becoming effective, the authorized share capital of DVS will be combined with that of the Company, resulting in an increase in the authorized share capital of the Company by ?2,50,00,000.

Upon the Scheme becoming effective, the Company will account for the amalgamation in accordance with the applicable accounting standards and restate the comparative financial information from the appointed date of 01 April 2024 in the financial statements of the subsequent period.

MANAGEMENT DISCUSSION AND ANALYSIS:

Economic Overview – Global :

FY26 was characterised by heightened geopolitical tensions, global trade policies, tariff-related uncertainties and volatility in commodity markets. The global economy faced challenges arising from trade disruptions, inflationary pressures and the escalation of geopolitical conflicts, particularly in West Asia. The conflict involving Iran and Israel, coupled with concerns regarding the security of the Strait of Hormuz, a key global energy transit route, led to periods of volatility in crude oil prices, logistics costs and global supply chains. These developments increased uncertainty across international markets and affected business sentiment worldwide.

Despite these challenges, global economic activity remained resilient, supported by easing inflation in several advanced economies, gradual stabilisation of supply chains, and continued investments in technology and infrastructure. Businesses across the world increasingly focused on supply-chain diversification, regional manufacturing strategies, and risk mitigation measures to reduce dependence on concentrated sourcing locations and improve operational resilience. Under the assumption of a limited conflict, global growth is projected at 3.1% in 2026 and 3.2% in 2027.

* Projection Source, World Economic Outlook IMF

While tariff-related concerns and trade restrictions among major economies continued to influence global trade flows during FY26, the gradual easing of certain trade barriers and ongoing negotiations helped moderate some of the downside risks. Nevertheless, geopolitical tensions, protectionist trade policies, energy price volatility and slower growth in certain developed economies remain key challenges for the global economy.

Economic Overview - India :

Against this backdrop, India continued to demonstrate strong economic resilience and remained one of the fastest-growing major economies globally during FY26. Growth was supported by robust domestic consumption, government-led infrastructure investments, resilient services sector performance, expanding manufacturing activity, and healthy financial sector fundamentals. Public capital expenditure continued to drive economic activity across infrastructure, transportation, logistics, energy and urban development sectors.

The International Monetary Fund (IMF) projects India's real GDP growth at approximately 6.5% in 2026 and 2027, reinforcing confidence in the country's macroeconomic fundamentals and long-term growth trajectory despite global economic uncertainties and geopolitical challenges. Strong domestic demand, rising income levels, increasing urbanisation, digital adoption and continued policy support are expected to remain key growth drivers. Continued urbanisation, increasing consumer confidence and rising discretionary spending are expected to further strengthen domestic demand.

Inflationary pressures moderated during FY26 due to improved agricultural output, better supply-chain management and policy interventions. However, the economic outlook remains subject to risks arising from geopolitical developments, crude oil price volatility, global trade uncertainties and climate-related disruptions. Given India's dependence on imported crude oil, prolonged instability in West Asia could lead to higher energy costs, increased logistics expenses, inflationary pressures and potential impacts on industrial profitability.

At the same time, the ongoing realignment of global supply chains and increasing efforts by multinational companies to diversify sourcing and manufacturing locations present significant opportunities for India. The country's large domestic market, competitive manufacturing capabilities, improving infrastructure, and supportive policy framework position it favourably to attract investments and expand its role in global value chains.

Outlook for Automotive Industry :

The automotive landscape stands out as a highly resilient industrial sector during FY26, displaying strong demand elasticity despite global uncertainties and macro cost pressures. The industry remained a significant contributor to manufacturing output, exports, employment generation and economic growth. Demand across commercial vehicles, passenger vehicles, utility vehicles, tractors and automotive components remained supported by economic growth, infrastructure development and rising mobility requirements.

FY26 witnessed continued investments in product innovation, localization, advanced manufacturing technologies, digitalization, safety enhancements and export market development. Vehicle manufacturers increasingly focused on operational efficiency, localization of supply chains and technology adoption to improve competitiveness and mitigate external risks.

Looking ahead to FY27, the automotive industry is expected to benefit from favourable demographics, increasing disposable incomes, rising vehicle penetration, improved financing availability and continued infrastructure investments. Demand for passenger vehicles, particularly utility vehicles and premium segments are expected to remain healthy, while export opportunities are expected to improve as global manufacturers diversify sourcing strategies and increase procurement from India.

The transition toward electric mobility continues to reshape the automotive landscape. Government incentives, investments in charging infrastructure, advancements in battery technologies and increasing environmental awareness are expected to support gradual growth in electric vehicle adoption. While internal combustion engine vehicles are expected to remain dominant in the near term, new opportunities are emerging across electric powertrain systems, lightweight structures and advanced engineering applications.

Forging Industry Outlook:

The forging industry remains a critical part of India's manufacturing ecosystem, supplying high-strength and precision-engineered components to automotive, commercial vehicle, construction

equipment, railways, defence, mining, agriculture, energy and industrial sectors. During FY26, the industry benefited from increasing localisation initiatives, domestic manufacturing growth, infrastructure investments, and rising demand from industrial sectors.

Global supply-chain diversification trends have created new opportunities for Indian forging manufacturers as international customers increasingly seek reliable and cost-competitive sourcing alternatives. India's established engineering capabilities, skilled workforce,

improving quality standards and competitive manufacturing base position the domestic forging industry favourably in global markets.

Looking ahead, growth in automotive production, infrastructure development, defence manufacturing, railways, renewable energy projects, industrial capital expenditure and export opportunities is expected to support sustained demand for forged components. Government initiatives promoting self-reliance, import substitution and domestic

manufacturing are expected to create additional opportunities for component manufacturers.

Although geopolitical uncertainties and fluctuations in steel, energy and logistics costs may create short-term challenges, companies focusing on technology upgrades, automation, operational efficiency, product diversification, and value-added engineering solutions are expected to strengthen their competitive position and benefit from evolving market opportunities.

Overall, supported by India's favourable economic outlook, rising industrial activity, robust infrastructure investments, supportive government policies and increasing global manufacturing integration, the forging and automotive component industry remains

Government spending on roads, highways, industrial corridors, logistics parks, railways, ports, urban infrastructure and rural connectivity continued to support demand for medium and heavy commercial vehicles. Growth in e-commerce, warehousing, organized logistics and industrial production further contributed to freight demand and fleet expansion.

The rollout of GST 2.0 reforms has provided a strong impetus to domestic CV sales, with consumption demand driving new vehicle purchases by fleet operators. Additionally, the RBI's repo-rate cuts have significantly lowered the Total Cost of Ownership easing financing for consumers and strengthening overall market sentiment. Increased Capital Expenditure has further spurred economic activity in the country, providing a boost to the Commercial Vehicle segment.

Industry is optimistic and expecting growth to continue in all the Vehicle Categories in FY27, continuing strong domestic momentum from the latter half of FY26. However, uncertainties arising from the West Asia conflict, particularly prices of Crude Oil and Commodities, higher operating costs, higher exchange rates and disruptions in Shipping Routes, remains a concern for the Auto Sector. Stable geopolitical environment will help

The Indian Commercial Vehicle (CV) industry recorded its highest-ever sales volume in FY26, with 10.80 lakh units sold, registering a year-on-year growth of 12.6% over FY25. The PV segment achieved a record-high sales volume of 46.43 lakh units in FY26, registering a year-on-year growth of 7.9%. The surge was driven in part by strong growth in electric passenger vehicle adoption, with registrations increasing by over 80% during the year.

The CV segment played a significant role in MMF's performance in FY26, contributing 70% of total revenue. The PV segment accounted for 14% of sales, while the Agriculture and Off-Highway segment also contributed 15%. Other segments made up the

remaining 1% of total sales. During FY26, export market conditions remained weak, impacted by geopolitical tensions, trade tariff pressures, a decline in business share in Europe and a subdued Class 8 truck market in North America. These factors continued to weigh on export demand and overall market performance.

In India, the MHCV and LCV truck segments are projected to grow by approximately 5–7% and 3–5%, respectively, supported by continued expansion of highways and expressways, enhanced regional connectivity, and a sustained shift toward higher Gross Vehicle Weight (GVW) vehicles that improve freight efficiency and lower logistics costs. While financing costs and global trade uncertainties may remain near-term challenges, the overall commercial vehicle market outlook remains positive. Similarly, in the United States, the Class 8 truck market is expected to show reasonable improvement in CY2027, supported by replacement demand, a gradual recovery in freight markets, and pre-buy activity ahead of stricter emissions regulations.

Currency movement: [USD vs INR]

During FY26, the Indian Rupee (INR) witnessed depreciation amid evolving geopolitical and global economic conditions, closing at ?93.49 against the US Dollar as of 31 March 2026. The currency movement was influenced by heightened global uncertainties, volatility in capital flows, inflationary trends, and fluctuations in crude oil prices.

Looking ahead, the INR is expected to remain under pressure during FY27 due to continuing geopolitical tensions, evolving monetary policies across major economies, and persistent global market volatility. The Company continues to closely monitor macroeconomic developments and assess their potential impact on its operations and financial performance.

M M FORGINGS – Achievements in FY26

Despite various geopolitical tensions, the following were achieved during FY26:

Particulars	\u20b9 in crores
Domestic sales	986
Export Sales	543
Total Sales	1,529
Overall sales around	1,570
Production tonnage (in tons)	75,362

The Company has embarked on a strategic transition towards 100% green energy during FY26, reinforcing its commitment to environmentally responsible and sustainable operations. Towards this initiative, the Company has entered into a long-term arrangement with captive power generating units and has started consuming green power from Q4FY26 onwards. This initiative is expected to deliver significant optimization in power consumption, improving overall operational efficiency across manufacturing facilities. The transition to renewable energy is projected to enhance profitability margins, with visible improvements in operating performance from the upcoming FY onwards.

The Company continues to focus on expanding its product portfolio by leveraging its established forging capabilities and engineering expertise. During FY26, the Company strengthened its presence in core product segments while pursuing opportunities in emerging mobility solutions. The Company also continued to enhance its market

Vidyashankar Krishnan Chairman and Managing Director

reach through new product development, increased localization initiatives and deeper engagement with domestic and international customers. The sustained demand from the commercial vehicle, passenger vehicle, and industrial sectors, presents significant opportunities for long-term growth.

Raw material prices, particularly steel, remained largely aligned with global market trends during the year. In line with prevailing industry practices, variations in steel prices were substantially passed through to customers. While steel prices witnessed relative stability compared to the previous year, the Company's focus on operational efficiency, value-added products and improved product mix supported overall business performance and profitability during FY26.

Key Financial Ratios:

Liquidity Ratio	Current Ratio	1.41
	Debtors Turnover \u2013 days	105
	Inventory Turnover	4.86
Solvency Ratio	Debt Equity Ratio	0.53
	Interest Coverage Ratio	2.66
Operating Ratio	Operating Profit Margin (%)	17.83
	Fixed Asset Turnover Ratio	1.64
Profitability Ratio	Return on Capital Employed (%)	12.66
	Return on Net worth (%)	12.20
	Net Profit Margin (%)	7.25

Health, Safety and Environment

The Company is committed to providing a safe and healthy workplace through a strong focus on accident prevention, risk management and continuous safety awareness. Regular training, safety communications and periodic reviews help reinforce a culture of safety across all operations.

The Company complies with all applicable environmental, health and safety regulations. Its manufacturing facilities are equipped with adequate pollution control and effluent treatment systems to minimise environmental impact and support sustainable operations.

The organisation is implementing ISO 14001 (Environmental Management System) and ISO 45001 (Occupational Health & Safety Management System) to strengthen regulatory compliance, reduce environmental and safety risks, enhance governance and align with ESG expectations.

Human Resources and Industrial Relations

The Company continues to uphold its commitment to being a people-centric organisation, recognizing employees as its most valuable asset. Strengthening human capital remains a key strategic priority, with sustained focus on capability enhancement and employee development to drive organisational excellence. The dedication and contribution of the workforce have been instrumental in reinforcing the Company's strong position within the industry. As on 31 March 2026, the Company employed 4,816 personnel.

During the year, the Company further strengthened its talent management framework by implementing structured career progression pathways aligned with organisational goals and individual aspirations. Comprehensive onboarding practices, continuous learning initiatives, and focused skill development programs have been designed to foster agility, innovation, and adaptability across the workforce.

The Company's human resource development initiatives continue to emphasize employee well-being, workplace safety, transparent communication, and continuous learning. The Company also remains committed to strengthening its recognition and reward mechanisms while equipping employees with the skills and competencies required to effectively meet evolving customer and business requirements.

The Company continues its tradition of celebrating Founder's Day annually across all its plants, fostering a sense of belonging and togetherness among employees and their families. During FY26, Founder's Day was celebrated with great enthusiasm, reflecting the Company's enduring culture of appreciation and recognition, including honouring long-serving employees for their valuable contribution and commitment.

Risk Management

The Company is a leading manufacturer of automotive components. The automotive components industry is cyclical in nature and remains sensitive to economic conditions, industry demand, and regulatory changes.

Intense market competition and fluctuations in raw material prices continue to exert pressure on operating margins.

A significant portion of the Company's revenue is derived from exports, making demand susceptible to global economic conditions and international market trends.

Geopolitical uncertainties, including ongoing regional conflicts and trade disruptions, may impact supply chains, costs and business sentiment.

Volatility in raw material prices, changes in interest rates and potential moderation in

demand remain key business risks.

Maintaining consistent product quality and delivery performance is critical to sustaining customer confidence and long-term business relationships.

The Company mitigates these risks through diversification of its customer base across geographies, continuous focus on operational efficiency, improved capacity utilisation and prudent working capital management.

Risk Management Committee (RMC) has been formed effective 21 June 2021 and was reconstituted twice in FY26 inducting additional Independent Directors.

RMC shall meet a minimum of twice a year.

The responsibilities of RMC include formulating risk management policy, implementation of the policy, monitor and evaluate risks, devise appropriate methodology, processes and systems.

M M FORGINGS – forging ahead with Manufacturing Excellence

Our goals in the coming months:

Drive aggressive sales growth by capturing emerging market opportunities, strengthening customer relationships and improving market penetration across key segments.

Utilising the production capacity of 1,45,000 Tons

Accelerate business expansion by actively pursuing new products, high-growth customers and strategic market opportunities while relentlessly focusing on cost leadership, productivity enhancement and operational excellence.

Diversify the product portfolio to expand the Company's Target Addressable Market and strengthen revenue streams.

Implement robust cost transformation initiatives through process optimisation, automation, robotics, energy efficiency measures and continuous productivity improvement programmes to enhance competitiveness.

Strengthen managerial and operational capabilities through talent development and leadership enhancement initiatives.

Accelerate the adoption of green energy solutions to reduce power costs, improve sustainability and lower the Company's environmental footprint.

Undertake initiatives to minimise environmental impact through efficient resource utilisation and sustainable manufacturing practices.

Proactively manage foreign exchange exposures and cash flows to minimise risks and optimise financial performance.

Focus on reducing finance costs through prudent treasury management, increased use of green energy initiatives and ongoing engagement with banks to secure competitive financing terms and optimise interest costs.

Sources:

IMF World Economic Output, Global Trade Outlook and India GDP Growth Outlook, UNCTAD, Organisation for Economic Co-operation and Development (OECD), ICRA Limited, CRISIL Limited, NITI Aayog, World Bank, Association of Indian Forging Industry, Autocar Professional, SIAM data, Act Research, Automotive Component Manufacturers Association of India.

INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company has adopted Indian Accounting standards (IND AS).

EXPENSES EXCEEDING 10 % OF THE TURNOVER:

Raw Material - ?632.47 crores (40.3%)

TRANSFER TO RESERVE

A sum of ?92.00 crores has been transferred to General Reserve.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made advance to its Subsidiary Companies with outstanding as on 31 March 2026:

Particulars	\u20b9 in cr.
DVS Industries Private Limited (wholly-owned subsidiary)	118.65
Suvarchas Vidyut Private Limited (wholly-owned subsidiary)	19.89
Abhinava Rizel Private Limited (subsidiary)	63.50

The loans were utilized by the subsidiaries for their principal business activities, repayable at prevailing rates. The details of the investments made by the Company are given in the notes to the financial statements.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Directors' Appointment / Re- appointment:

Smt. Rama Sivaraman, holding DIN 07425519 was appointed as an Additional Director (Non-Executive Independent Director) by the Board at their meeting through circular resolution held on 21 March 2025 for a period of five years effective 31 March 2025.

The shareholders at their meeting through postal ballot dated 8 May 2025, had approved the appointment of Smt. Rama Sivaraman as a Non-Executive Independent Director (woman Independent Director) for a period of five years effective 31 March 2025.

There were no cessation or resignations of Directors during the year under review.

Resignation / Appointment of Chief Financial Officer (CFO):

Shri R. Venkatakrishnan, CFO of the Company, attained superannuation in May 2022 after serving as CFO since 01 April 2014. Considering his vast experience and continued contribution, the Company continued to avail his services, as CFO, post his superannuation. Due to age and health considerations and to devote more time to his personal and family commitments, he has resigned from the position of CFO and Key Managerial Personnel ("KMP") of the Company effective 01 April 2026.

The Board at its meeting held on 01 April 2026 places on record its deep appreciation for the valuable services rendered and significant contributions made by him during his association with the Company.

Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 01 April 2026 has appointed Shri. R. Raghunathan, a Chartered Accountant and Cost Accountant, with strong expertise in financial planning and analysis, treasury management, capital structuring, budgeting and corporate governance as the CFO and KMP of the Company effective 01 April 2026.

Retirement by Rotation

Smt. Sumita Vidyashankar, holding DIN 00059062 and Shri. Ramnath Nagarajan, holding DIN 00081516 liable to retire by rotation, will retire by rotation and being eligible for the appointment as a director, has offered themselves for re-appointment. The subject is placed in the Notice of 80 th AGM for the approval of shareholders.

Independent Directors

In the AGM held on 11 August 2023, Shri. Shankar Athreya (DIN: 10153304) and Shri. Hari Sankaran (DIN: 01734801) were appointed for the first term of five years as Independent Director effective 11 August 2023 and 1 April 2024 respectively. Shri. S. Krishnakumar (DIN: 09203779) and Shri. R. Subramanian (10480862) were appointed by the Board of Directors at their meeting held on 10 February 2024, effective 8 March 2024 for a period of five years. The appointment was approved by the Shareholders at the meeting held through Postal Ballot dated 21 March 2024.

Smt. Rama Sivaraman (DIN: 07425519) was appointed as an additional director (non-executive Independent Director) by the Board of Directors for a period of five years, effective 31 March 2025. The appointment was approved by the Shareholders at their meeting held through Postal Ballot dated 8 May 2025. She was regularized as NEID, effective 31 March 2025.

All Independent Directors hold office for a fixed term of five years and are not liable to retire by rotation. As required under sub section (7) of Section 149 of the Companies Act, 2013, all the Independent Directors have declared that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations.

During FY26, a separate meeting of Independent Directors was held on 06 August 2025, without the participation of non-Independent Director for evaluating the performance of non-Independent Director, the Chairman of the Board and the Board as a whole. Independent Directors had expressed their satisfaction on the evaluation process and the results thereof.

Change in Key Managerial Personnel (KMP)

As on 31 March 2026, Shri. Vidyashankar Krishnan, Chairman and Managing Director, Shri. K. Venkatramanan, Joint Managing Director, Shri. R. Venkatakrishnan, Chief Financial Officer (CFO) and Shri. Chandrasekar S, Company Secretary are KMPs of the Company in terms of Section 2(51) of the Companies Act, 2013. There were no changes in the KMP during the year under review.

Shri. R. Venkatakrishnan has resigned from the position of CFO effective 01 April 2026. Shri. R. Raghunathan was appointed as a CFO effective 01 April 2026. The Board of Directors at their meeting held on 01 April 2026 placed on record their appreciation for the valuable and long service rendered by Shri. R. Venkatakrishnan as a CFO of the Company.

NOMINATION AND REMUNERATION POLICY

In terms of provision of section 178 of the Companies Act, 2013 read with Rules prescribed, a policy for the Directors, KMP and other employees has been adopted by the Board of Directors of the Company, which analyses the criteria for determining qualifications, positive attributes and independence of a Director.

The said policy is provided in Company's website as below:

BOARD AND COMMITTEE MEETING DATES

During the Financial Year 2025-26, the Board met five times on 24 May 2025, 6 August 2025, 14 November 2025, 13 February 2026 and 25 March 2026. The details of the meetings of Board and Committee Meetings are provided as part of Corporate Governance Report prepared in terms of Listing Regulation in Annexure III of this Report.

DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

None

RISK MANAGEMENT

The Company has established a robust and integrated risk management framework, which is periodically reviewed by the Risk Management Committee comprising primarily of members of the Board. The framework enables the identification, assessment, monitoring and mitigation of key risks that may impact the achievement of the Company's strategic and operational objectives.

The Risk Management Committee oversees major risks faced by the Company, including strategic, financial, operational, market, information technology, legal, regulatory and reputational risks and recommends appropriate mitigation measures wherever necessary. The Board is of the opinion that adequate systems and processes are in place for effective identification, evaluation, monitoring, and management of risks. The Audit Committee is also regularly apprised of the Company's risk assessment and mitigation initiatives.

RELATED PARTY TRANSACTION

The Company has formulated a policy on related party transactions and the same is uploaded on the Company's website:

There are no 'Material' contracts or arrangements or transactions at arm's length basis. There are no materially significant Related Party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. For related party transactions as per Accounting Standards, refer Notes on Accounts.

CORPORATE SOCIAL RESPONSIBILITY

A Board Level Committee of Corporate Social Responsibility (CSR) has been constituted and the Board has adopted a CSR Policy as recommended by the CSR Committee. The thrust areas of CSR Policy are Eradicating Hunger and Poverty, socio-economic development, relief and welfare, Women Empowerment, Education, Combating Diseases and Social Business Projects. Annual report on CSR has been provided as a part of Corporate Governance Report in Annexure III of this Report.

? in Lakhs

Amount to be spent under CSR for FY26	369.54
Amount spent in FY26	507.41
Excess spent in FY26	137.87
Carried forward from FY25	29.91
Overall carry forwarded to FY27	167.78

PARTICULARS OF EMPLOYEES

The information required under the rules prescribed, has been given in the annexure appended hereto and forms part of this report.

PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

The ratio of remuneration of each Director to the median remuneration of the employees and percentage of increase in remuneration of each Director in the financial year:

Note: For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

* Appointed effective 1 April 2025 as an Independent Director

Percentage increase in median remuneration of employees in the FY 2025-26 – 14.30%.

The number of permanent employees on the rolls of Company – 2,327.

Comparison of remuneration of each KMP against performance of Company.

Name of the KMP (Shri.)	Designation (*)	CTC (\u20b9 in cr.)	% of increase / (decrease)	PAT (\u20b9 in cr.)	% Increase / (decrease) in PAT
Vidyashankar Krishnan	CMD (CEO)	6.32	(32.4)	113.86	(16.46)
K. Venkatramanan	JMD (WTD)	6.32	(32.4)
R. Venkatakrishnan	CFO	0.30	-
Chandrasekar S	CS	0.17	6.25

* CMD – Chairman and Managing Director, CEO – Chief Executive Officer, JMD – Joint Managing Director, WTD – Whole-Time Director

CFO – Chief Financial Officer; CS – Company Secretary

Average Increase in Remuneration for employees other than Directors and KMP is 27.43% and average Increase in Remuneration for KMP and Senior Management is (29.33) %.

The revision in managerial remuneration is determined not solely on the Company's performance but is based on a combination of factors, including individual performance, experience, skill sets, academic background, prevailing industry trends, macroeconomic conditions, and future growth prospects. There are no exceptional circumstances for increase in the managerial remuneration.

Key parameters for any variable remuneration of Directors:

Directors are being paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013.

Variation in market cap/ net worth of Company:

Ratio of remuneration of highest paid Director to other employees who get remuneration more than highest paid Director – NOT APPLICABLE.

Affirmation that the remuneration is as per the remuneration policy of the company:

It is hereby affirmed that the Remuneration paid is as per the remuneration policy of the Company.

SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2026 TILL THE DATE OF THE REPORT

NIL

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby stated that:

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

The Directors had 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 at 31 March 2026 and of the profit or loss of the Company for that period ended on that date;

The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

The Directors have prepared the annual accounts on a going concern basis;

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;

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.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue. The Whistle Blower Policy covering all employees and Directors is hosted on the Company's website at

A high-level Committee has been constituted to look into the complaints. The Committee reports to the Audit Committee and the Board.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has established adequate Internal Financial Controls with reference to the Financial Statements, which were operating effectively during the year. The Board is responsible for evaluating and ensuring the effectiveness of internal controls, including financial, operational and compliance controls.

These controls facilitate the efficient and systematic conduct of operations, including adherence to Company policies, safeguarding of assets, prevention and detection of fraud and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information. During the year, the controls were reviewed and no material weaknesses were observed.

The internal audit plan is aligned with the Company's business objectives and is periodically reviewed, overseen and approved by the Audit Committee.

CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the Company. The Company is committed to ethical management and excellence in performance. Details are provided in Annexure III.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

Pursuant to Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed entities based on market Capitalisation, as on 31 March of every financial year, are required to include the Business Responsibility and Sustainability Report (BRSR) as part of their Annual

As per SEBI requirement applicable upon initial applicability, it continues to provide the BRSR disclosures for the financial year 2025–26, in accordance with the applicable regulatory requirement to continue such reporting for a period of three years from the date of initial applicability.

Accordingly, the BRSR, covering disclosures on the Company's performance across Environmental, Social and Governance (ESG) parameters for FY 2025–26, forms part of this Annual Report as Annexure V. The Report includes disclosures aligned with the nine principles of the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs.

ANNUAL RETURN

In terms of the requirement of Section 92(3) read with Section 134(3) of the Companies Act, 2013, the Annual Return of the Company for the year ended 31 March 2025 and the draft Annual Return of the Company for the year ended 31 March 2026 is available on the Company's website at the following link.

A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Nomination and Remuneration Committee had laid down the criteria and prescribed a peer evaluation methodology by way of set of questionnaires to evaluate the performance of individual Directors, Committee(s) of the Board, Chairman of the Board and the Board as a whole. The Board subsequently carried out the performance evaluation as per the methodology.

The evaluation of the Board's performance as a collective entity was conducted based on various criteria, including the adequacy of the Board's composition and that of its committees, the culture within the Board, execution capabilities, the diversity of skills and experience, the sequence of meetings, decision-making processes, the quality of information provided, the performance of specific duties, obligations, and governance practices.

The assessment of the performance of each individual Director, including the Chairman of the Board, was executed based on their commitment to their roles and responsibilities, the degree of engagement and contribution, independence of judgment, strategic and lateral thinking abilities, and their efforts in safeguarding the interests of the Company and its minority shareholders, among other factors.

The performance evaluation of Senior Managerial Personnel was determined based on their performance and achievement of business plans as approved by the Board and management, their commitment towards roles and responsibility, leadership quality, productivity, team management, etc.

Further, Independent Directors, at their meeting held on 14 November 2025 (without the participation of non-Independent Director and personnel from management), had considered and evaluated the Board's performance on the whole, the performance of the Chairman and other non-independent Directors.

There are no observations or pending actions on the Board evaluation. The Board expressed its satisfaction with the evaluation process and results thereof.

FAMILIARISATION OF PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

The Company has put in place a structured Familiarisation Programme for Independent Directors with an aim to familiarise them with the Company, its business operations, industry environment, products, manufacturing facilities, business model and significant developments relating to the Company.

At the time of appointment / re-appointment, Independent Directors are issued a formal letter of appointment setting out, inter alia, their roles, duties, responsibilities, rights, obligations and expected standards of conduct in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Independent Directors are also familiarised with the Company's governance framework, Board and Committee structure, internal policies, codes, compliance framework and various business processes and procedures.

Periodic presentations are made before the Board and its Committees on the Company's business performance, operational and financial performance, business strategies,

industry trends, opportunities, risks and other significant matters concerning the Company.

The Directors are regularly updated on important developments concerning the Company, including key business initiatives, press releases, statutory and regulatory amendments, notifications, circulars and changes in applicable laws affecting the Company's operations and governance.

The Independent Directors are provided opportunities to interact with the Senior Management Personnel during Board / Committee meetings and otherwise, enabling them to gain deeper insights into the Company's strategy, operations, manufacturing processes, product and service offerings, markets, financial performance, human resources, technology initiatives, quality systems, internal controls, risk management framework and sustainability practices.

The Board members, including Independent Directors, have unrestricted access to all information relating to the Company and are encouraged to seek clarifications and obtain such information and explanations from the Management and Company Secretary as may be necessary for the effective discharge of their duties.

The Familiarisation Programme also includes updates on corporate governance practices, regulatory developments, emerging business risks, cyber security, ESG initiatives and changes in the economic and industry landscape relevant to the Company's business.

The details of familiarisation programme are available on the Company's website at the link given below:

AUDITORS

Statutory Auditors

The Company at its 76 th Annual General Meeting (AGM) held on 4 July 2022 has appointed M/s. G Ramesh Kumar & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for the first term of 5 years from the conclusion of 76 th AGM till the conclusion of 81 st AGM, at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors.

The Statutory Auditors will continue to hold office for the fifth year in their first term of five consecutive years, from the conclusion of this AGM. The Auditors' Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.

Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rules, and as per amended Regulation 24A of Listing Regulation, Shri. V. Shankar, Practicing Company Secretary (C.P. No. 12974) was appointed as the Secretarial Auditor of the Company for a period of five years effective FY26 at the AGM held on 6 August 2025.

The Secretarial Audit of your Company is conducted annually in accordance with the provisions of the Companies Act, 2013 and applicable SEBI regulations. The Secretarial Auditor provides an independent assessment of compliance with corporate laws, governance standards and regulatory requirements. The Secretarial Audit Report for the Financial Year 2025-26 given by Shri. V. Shankar is attached to this Report.

The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks. The Company had received required declarations/ consents from the Secretarial Auditor confirming that they have been Peer Reviewed and are eligible to continue as a Secretarial Auditors for the FY27.

Cost Auditor

Pursuant to the provisions contained in Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Shri. S. Hariharan (CP No. 20864) has been appointed as Cost Auditor for the financial year 2026-27.

The Company has also received a certificate from the Cost Auditor certifying his independence and arm's length relationship with the Company. The report of the Cost Auditor shall be filed with the Central Government in accordance with the rules framed thereunder.

EXPLANATION TO AUDITOR'S REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training at all levels have been provided by the Company.

PERFORMANCE OF SUBSIDIARIES

D V S Industries Private Limited

The Company has fully acquired D V S Industries Private Limited (D V S) in the year 2018. D V S becomes a wholly-owned subsidiary of the Company. It has its factory located in Pantnagar, Uttarakhand. D V S Industries is well equipped with precision equipment, in-house tool room inspection facilities, well trained personnel, etc., during

the financial year under review. During the year under review, D V S has achieved a turnover of ?101.47 crores and the EBITDA stood at ?5.50 crores.

The Company has filed the necessary application with the Hon'ble National Company Law Tribunal (NCLT), Chennai for amalgamation of DVS Industries with the Company. The matter has been heard and is awaiting pronouncement of the order with NCLT.

Suvarchas Vidyut Private Limited

Suvarchas Vidyut Private Limited (SVPL) was incorporated as a wholly owned subsidiary of the Company on 31 March 2022. SVPL is engaged in the manufacturing of electrical and electronic components and subassemblies for industrial, consumer and automotive applications. During the year under review, SVPL have registered sales of

Abhinava Rizel Private Limited

Abhinava Rizel Private Limited (ARPL) was incorporated on 11 May 2022. As a part of a transformation strategy, with an intention to develop and to become a leading player in the growing electric vehicle (EV) segment, M M Forgings Limited (MMF) had acquired a 88% stake in ARPL on 1 September 2022 by investing ?15.84 crores in its equity, thereby becomes a holding Company of ARPL.

APRL is engaged in the business of design, manufacturing of parts / components for EV electric power train, electric motors and electric controllers' / drives gearbox etc., used in automotive, industrial, marine, aerospace etc., The Company is in the process of completing sampling and testing of motors intended for two-wheelers and three-wheelers, and anticipates commencement of production in FY 2026-27.

DEPOSITS

The Company does not have any deposits nor accepts any fresh deposits.

ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Disclosures as per requirements of Section 134 (3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure I.

PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

During the year under review, pursuant to the new legislation, "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013" introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at workplace. There were no cases reported during the year under review under the said Policy.

Disclosures in relation to the Sexual Harassment of Women in workplace:

No. of complaints filed during the year	Nil
No of complaints disposed of during the year	Nil
No of complaints pending as on the end of the financial year	Nil

INSOLVENCY AND BANKRUPTCY CODE

There was no application made or any proceedings pending during the year under the Insolvency and Bankruptcy code. There were no instances during the year, which required the banks and the financial institutions to deal with the Company for the

one-time settlement for the loans, if any provided.

ACKNOWLEDGEMENT

Your directors would like to express their gratitude for the cooperation and continued assistance received from DBS Bank, State Bank of India, HDFC Bank, Federal Bank, ICICI Bank, RBL Bank Limited, Export-Import Bank of India, Standard Chartered Bank, City Union Bank, YES Bank Limited and South Indian Bank. The directors would like to express their appreciation for the exceptional services provided by the Company's employees. The accomplishments attained would not have been feasible without their remarkable dedication and divine grace. Most importantly, the Directors extend their thanks to the shareholders for their unwavering trust in the management.

For and on behalf of the Board

VIDYASHANKAR KRISHNAN

Place: Chennai Chairman and Managing Director

Date: 27 May 2026 (DIN: 00081441)