The Directors are pleased to present the Fortieth (40th) Annual Report of the Company together with the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March, 2026.
In compliance with the applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or amendment(s) thereof, for the time being in force) ("Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), this report covers the Financial Results and other developments during the financial year ended 31st March, 2026, in respect of Craftsman Automation Limited ("the Company").
1. FINANCIAL HIGHLIGHTS & STATE OF AFFAIRS:
(D in Crores)
Particulars
Financial Year ended
31.03.2026
31.03.2025
Standalone
Consolidated
Operating Revenue
4,818.08
3,847.95
8,069.27
5,690.48
Other Income
33.19
32.26
61.36
25.07
EBITDA
876.46
588.58
1,300.07
858.78
Less: Finance Cost
247.95
193.16
308.97
216.64
Less: Depreciation and Amortization
324.52
267.87
443.85
347.02
Less: Exceptional Expense
3.01
-
12.95
25.47
Profit Before Tax (PBT)
300.98
127.55
534.3
269.65
Less: Provision for Tax (Net)
79.51
33.86
150.31
68.78
Profit After Tax for the year (PAT)
221.47
93.69
383.99
200.87
Other Equity opening balance
2,787.44
1,535.42
2,844.81
1,741.10
Add: Profit for the year
Add/(Less) Other Comprehensive Income /(Loss)
2.59
3.24
35.26
(3.04)
Add: Premium on shares issued
1,178.86
Add: On Business Combination
0.79
Less: Acquisition of Minority Interest
(250)
Dividend paid on Equity Shares
(11.93)
(23.77)
Other Equity closing balance
2,999.57
3,252.13
During the Financial Year (FY) 2025-26, the Company has achieved operating revenue of D4818.08 Crores as compared to D3,847.95 Crores in FY 2024-25. The profit before tax for FY 2025-26 stood at D300.98 Crores compared to D127.55 Crores achieved in FY 2024-25. The profit after tax stood at D221.47 Crores for FY 2025-26 as compared to D93.69 Crores in FY 2024-25.
The Company's consolidated operating revenue for FY 2025-26 was D8,069.27 Crores as compared to D5,690.48 Crores in FY 2024-25. During the year under review, the consolidated profit after tax stood at D383.99 Crores as compared to D200.87 Crores in FY 2024-25.
The Consolidated Financial Statement includes Audited Financial Statements of Craftsman Europe B.V., Wholly Owned Subsidiary ("WOS"), DR Axion India Limited (formerly DR Axion India Private Limited) (WOS) along with its subsidiaries i.e.,
Suprash Developers Private Limited (Step-down subsidiary) and Srikara Technologies Private Limited (Step-down subsidiary), Sunbeam Lightweighting Solutions Limited (formerly Sunbeam Lightweighting Solutions Private Limited) (WOS), Craftsman Germany GmbH (WOS), along with its subsidiaries i.e. Craftsman Fronberg Guss GmbH and Craftsman Fronberg Guss Immobilien GmbH (Step-down subsidiaries).
DR Axion India Limited ("DR Axion") entered into the Share Purchase Agreement (SPA) on 19th December, 2025 for the direct acquisition of 100% of the paid-up equity shares of Suprash Developers Private Limited ("Suprash") and the consequent indirect acquisition of its Wholly Owned Subsidiary, Srikara Technologies Private Limited ("Srikara").
In accordance with the terms of the SPA, DR Axion completed the acquisition of 100% of the legal and beneficial interest in the total paid-up equity share capital of Suprash on 19th December, 2025, for a total consideration of D1,45,84,69,800 (Rupees One Hundred Forty-Five Crores Eighty-Four Lakhs Sixty-Nine Thousand Eight Hundred only).
Accordingly, Suprash became a Wholly Owned Subsidiary of DR Axion and Srikara became a Step-down Subsidiary of DR Axion with effect from 20th December 2025. Consequently, both Suprash and Srikara have become Step-down Subsidiaries of the Company.
During the year under review, the Board of Directors of Sunbeam Lightweighting Solutions Limited ("Sunbeam") at its meeting held on 19th December, 2025, approved the conversion of the following instruments held by the Company into Equity Shares of Sunbeam based on the Conversion Request Notice submitted by the Company.
S. No.
Name of the Instruments
Total
Holdings
Converted
Face
Value
Ratio of Conversion
Equity
Shares
1.
Compulsorily Convertible Preference Shares
13,53,80,000
H10
[0.00001]:1
1,354
2.
Optionally Convertible Debentures
60,60,00,000
37,60,00,000
1:1
2. DIVIDEND:
For the financial year 2025-26, the Company has declared a Final Dividend of D11.25 on the equity shares of D5/- each with total outlay of D26.84 Crores.
The Board of Directors at their meeting held on 7th May, 2026, has recommended payment of D11.25 (Rupees Eleven and Twenty-Five Paisa) per Equity Share, being 225% on the face value of D5 each as final dividend for the financial year ended 31st March, 2026. The payment of dividend is subject to the approval of the Shareholders at the 40th Annual General Meeting ("AGM") of the Company. The dividend, if approved by the Shareholders, would involve a cash outflow of D26.84 Crores. The dividend pay-out is in accordance with the Dividend Distribution Policy of the Company.
As per the Income Tax Act, 2025, dividends paid or distributed by the Company shall be taxable in the hands of the Shareholders. Your Company shall, accordingly, make the payment of the dividend after deduction of tax at source at appropriate rates applicable to resident and non-resident Shareholders as the case may be.
Pursuant to the provisions of Regulation 43A of the Listing Regulations as amended from time to time, the Company has formulated Dividend Distribution Policy. The policy is available on the Company's website at CAL-Dividend-Distribution-Policy-2.pdf.
3. TRANSFER OF UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):
In accordance with the provisions of Sections 124 and 125 of the Act and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend of a Company which remain unpaid or unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF").
In terms of the foregoing provisions of the Act, there is no dividend which remains outstanding or remain to be paid and required to be transferred to the IEPF by the Company during the financial year ended 31st March, 2026.
4. SHARE CAPITAL:
During the year under review, the Company has not altered/modified its authorized share capital and has not issued any Equity Shares with Differential Rights as to dividend, voting or otherwise.
The Company has not issued any Sweat Equity Shares to its Directors or employees and also has not made any buy back of shares during the year under review.
The Paid-up Share Capital of the Company as on 31st March, 2026 was D1 1,92,77,91 5 divided into 2,38,55,583 Equity Shares of D5/- each fully paid up.
5. CHANGE IN REGISTERED OFFICE OF THE COMPANY:
During the year, there was no change in the Registered Office of the Company.
6. RESERVES AND SURPLUS:
The Company has not transferred any amount to the Reserves for the financial year ended 31st March, 2026.
7. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Pursuant to Regulation 34(2)(e) of the Listing Regulations, Management Discussion and Analysis Report forms part of this report as Annexure - 1.
8. CORPORATE GOVERNANCE:
Pursuant to Regulation 34(3) of the Listing Regulations, a report on Corporate Governance along with a Certificate from the Company Secretary in Practice confirming the compliance of the provisions of Corporate Governance, forms an integral part of this Annual Report and are given in Annexure - 2 and Annexure - 3 respectively.
9. CORPORATE SOCIAL RESPONSIBILITY (CSR):
In accordance with the requirements of Section 135 of the Act and the Rules made there under, the Company has constituted a Corporate Social Responsibility ("CSR") Committee and also formulated a Corporate Social Responsibility Policy (CSR Policy) which is available on the website of the Company at CAL-Policy-on-Corporate-Social-Responsibilitv-1.pdf.
An Annual Report on CSR activities of the Company during the financial year 2025-26 as required to be given under Section 135 of the Act read with Rule 8 of the Companies (CSR Policy) Rules, 2014 has been provided as an Annexure - 4 to this Report.
During the financial year under review, the Company established the Craftsman Group Charitable Trust
for carrying out the CSR initiatives and other charitable activities of the Company and its subsidiaries.
The Trust has been constituted to facilitate the structured implementation of programmes aligned with the Company's CSR objectives, with a particular focus on skill development initiatives. The Trust is currently in the process of obtaining the necessary registrations and approvals under the provisions of the Income-tax Act, 1961. Upon receipt of such approvals, the Company proposes to undertake its CSR programmes, particularly skill development and training activities, through the Trust in accordance with the provisions of the Act, the CSR Rules made thereunder and the Company's CSR Policy.
The establishment of the Trust reflects the Company's continued commitment towards creating sustainable social impact and strengthening its contribution to community development through focused and long-term CSR interventions.
Certain CSR projects approved for the financial year involve infrastructure development and are being implemented in a phased manner over multiple years. As these projects were ongoing as on 31st March, 2026, the Company was unable to fully utilise the entire CSR obligation during the financial year. Accordingly, such projects were identified and approved as ongoing projects by the Board of Directors and the CSR Committee vide Circular Resolutions passed on 30th March, 2026.
In compliance with the provisions of Section 135(6) of the Act, the unspent CSR amount pertaining to these ongoing projects has been transferred to the "Unspent CSR Account". The said amount shall be utilized towards the approved ongoing CSR projects within a period of three financial years from the date of such transfer, in accordance with the applicable statutory requirements.
The CSR Committee and the Board of Directors acknowledge the responsibility for the implementation and monitoring of the CSR Policy and accordingly state that the same is in compliance with CSR objectives and Policy of the Company and the Company has complied with all the requirements in this regard.
10. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year 2025-26, to which the Financial Statements relate and the date of signing of this report.
11. RISK MANAGEMENT POLICY:
Pursuant to Section 134(3)(n) of the Act and Regulation 17(9) of the Listing Regulations, the Company has formulated and adopted a Risk Management Policy. The Company has been consciously following a policy of risk
mitigation by diversifying its products, services, markets and customers. The key risk of exposure to the cyclicality of the automobile business is being mitigated by increasing the share of the Industrial & Engineering segment.
Some of the Company's business segments operate in a competitive environment and some of the Company's customers pursue a policy of maintaining more than one source for a product/ service. The Company's senior management team closely monitors the market and devises various strategies to stay ahead of the competition.
The global economic environment continues to witness uncertainties arising from factors such as heightened trade tensions, protectionist measures and uneven economic growth. Domestically, economic expansion is moderated by structural challenges, including fiscal constraints, implementation delays and stress in segments of the financial sector. These factors may have an impact on overall business sentiment and investment activity.
The fortunes of the automobile industry are cyclical and the demand for vehicles is vulnerable to the interest rates and liquidity.
As already mentioned, the the Company adopts a policy of risk diversification by broadening its products, services, market and customer base. The Company, over the years, built a good design, engineering and product development team. This has enabled the Company to come out with new products and services and in the contract manufacturing space, the Company is able to position itself as a one-stop solution provider to its customers. In addition, the Company has steadily invested over the years to build up world-class manufacturing and testing facilities at Coimbatore and other plants. The state-of-the-art machines, continuous improvement in the production processes, constant upgradation of employee skill levels, backward integration to tool, die and fixture making and JIT deliveries have created a strong competitive advantage for the Company.
The Board has constituted Risk Management Committee under the Chairmanship of Mr. Srinivasan Ravi, which reviews the various risks faced by the Company and advises the Board on risk mitigation plans. Risk Management policy may be accessed on the Company's website at the link: https://www.craftsmanautomation. com/investors/wp-content/uploads/2025/12/Risk-Management-Policy.pdf.
12. VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES:
The Company has formulated a comprehensive Whistle Blower Policy in line with the provisions of Section 177(9) and 177(10) of the Act and Regulation 22 of the Listing Regulations with a view to enabling stakeholders, including Directors and individual employees to freely communicate their concerns about illegal or unethical practices and to report genuine concerns to the Audit Committee of the Company.
The mechanism provides adequate safeguards against victimization of Directors or employees who avail the mechanism. The Whistle Blower Policy has been placed in the website of the Company at https://www. craftsmanautomation.com/investors/wp-content/ uploads/2024/04/2.-CAL-WhistleBlowerPolicy-1.pdf.
13. INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:
The Company has in place a policy on prevention, prohibition and redressal of Sexual Harassment at workplace in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been setup to redress the complaints received on the sexual harassment. All employees of the Company are covered under this policy.
The details of complaints received and disposed of during the financial year 2025-26 are as follows:
S.
No.
Remarks
Number of complaints of sexual harassment received in the year
Nil
Number of complaints disposed of during the year
3.
Number of cases pending for more than ninety days
4.
Number of workshops or awareness programme against sexual harassment carried out
2
5.
Nature of action taken by the employer or District Officer
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the financial year 2025-26, all contracts/ arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis. In Compliance with Regulation 23 of the Listing Regulations, all the Related Party Transactions undertaken by the Company and its
Subsidiaries are placed before the Audit Committee for prior approval, as required under the Act and Listing Regulations. A statement of all Related Party Transactions of the Company and its Subsidiaries is placed before the Audit Committee for its review on a quarterly basis.
The Company has not entered into material contracts or arrangements or transactions with related parties in accordance with Section 188 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014. There were no material significant Related Party Transactions made by the Company during the financial year that would have required Shareholders' approval under the Listing Regulations. The Company has not entered into any transactions not at arm's length.
Accordingly, the Company has no material related party transactions or transactions not on arm's length, requiring disclosure under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 attached to this report as Annexure - 5. Members may refer to Note No. 3.5 to the Standalone Financial Statements, which sets out related party disclosures pursuant to IND AS-24.
The Company has adopted policy on Related Party Transactions and the same can be accessed on the Company's website at https://www.craftsmanautomation. com/investors/wp-content/uploads/2026/04/RPT-Revised-Policy Latest.pdf
15. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE ACT:
Pursuant to Section 186 of the Act, disclosure on particulars relating to loans, advances, guarantees and investments are provided as part of the Financial Statements in notes to the Standalone Financial Statements.
16. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (NO. 31 OF 2016) DURING THE FINANCIAL YEAR:
No application was made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (No. 31 of 2016) during the financial year 2025-26.
17. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF DURING THE FINANCIAL YEAR:
No one-time settlement was done with any Bank / Financial Institutions during the financial year under review.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:
There were no significant/material orders passed by the regulators or courts or tribunals during the financial year
2025-26, impacting the going concern status and the Company's operations in the future.
19. ANNUAL RETURN:
Pursuant to Section 92(3) and 134(3)(a) of the Act, the Annual Return of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014, is placed on the website of the Company and is accessible at the web-link: https://www.craftsmanautomation.com/ investors/annual-reports/.
20. CREDIT RATING:
During the year under review, CRISIL Ratings Limited, a credit rating agency registered with the Securities and Exchange Board of India, has reaffirmed the credit rating assigned to the long-term loan facilities as AA-/Stable and for the short-term loan facilities with A1 vide letters dated 12th December, 2025 and 20th March, 2026.
21. DEPOSITS:
The Company has not accepted any deposits falling within the meaning of Section 73 or 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year and as such, no amount on account of principal or interest on deposits from public was outstanding as on 31st March, 2026.
22. AWARDS AND RECOGNITIONS:
The Company is consistently recognised by its customers as a reliable and quality-focused supplier partner.
During the year, the Company has received the following awards:
Appreciation of Development Award - Mstar Crankcase - 2025
Mahindra & Mahindra
Best Supplier Award - 2025
TAFE Motor
Supplier Recognition Award -Collaboration, Partnership, and Commitment
GE Vernova T&D India Limited
Hero Partner of the Year - 2025
Hero Motocorp
Industrial Company of the Year
VCCircle
Iconic Brand of Coimbatore
The Indian Chamber of Commerce and Industry, Coimbatore and The Advertising Club Coimbatore
Supplier Recognition Award
GE Vernova T & D India Limited
Certificate of appreciation for the outstanding services
Nestle
Best Supply Chain Management
LogiVerse Awards-Tech Titan in Logistics integration
LogiMAT'25
Certification of recognition
MERCK
CII Scale Award 2025
During the year under review, Craftsman Europe B.V., Wholly Owned Subsidiary has posted a turnover of H21.96 Crores (€ 21.24 Lakhs) in FY 2025-26 as against H13.20 Crores (€ 14.56 Lakhs) in the FY 2024-25. The profit for the FY 2025-26 amounted to H2.74 Crores as compared to H0.85 Crores in the FY 2024-25.
During the year under review, Craftsman Germany GmbH, along with its Subsidiaries Craftsman Fronberg Guss GmbH and Craftsman Fronberg Guss Immobilien GmbH has posted a turnover of H345.98 Crores (€ 335.13 Lakhs) in FY 2025-26 as against H130.54 Crores (€ 143.30 Lakhs) in the FY 2024-25. The profit for the FY 2025-26 amounted to H16.68 Crores as compared to H1.17 Crores in the FY 2024-25. It is pertinent to note that the operating entity Craftsman Fronberg Guss GmbH was acquired on 1st October, 2024, through an Asset Purchase Agreement, hence not comparable to that extent.
During the year under review, DR Axion India Limited has posted a turnover of H1,618.68 Crores in the financial year 2025-26 as against H1,298.52 Crores in the financial year 2024-25. The profit for the financial year 2025-26 amounted to H186.48 Crores as compared to H127.12 Crores during the financial year 2024-25.
During the year under review, Sunbeam Lightweighting Solutions Limited has posted a turnover of H1,396.96 Crores in the financial year 2025-26 as against H1,237.46 Crores in the financial year 2024-25. The loss for the financial year 2025-26 amounted to H40.36 Crores as compared to loss of H53.13 Crores during the financial year 2024-25.
During the year under review, DR Axion India Limited (Wholly Owned Subsidiary) acquired 100% of paid-up equity share capital of Suprash Developers Private Limited ("Suprash") along with its Wholly Owned Subsidiary Srikara Technologies Private Limited ("Srikara"). Accordingly, w.e.f. 20th December, 2025, Suprash and Srikara became Step down Subsidiaries of the Company.
Suprash has posted a turnover of H0.79 Crores for the FY 2025-26 as against Nil turnover for the FY 2024-25. The profit for the FY 2025-26 amounted to H0.77 Crores as compared to Nil Profit for the FY 2024-25.
Srikara has posted a turnover of H0.77 Crores for the FY 2025-26 as against Nil turnover for the FY 2024-25. The profit for the FY 2025-26 amounted to H0.74 Crores as compared to Nil Profit for the FY 2024-25.
Carl Stahl Craftsman Enterprises Private Limited is a Joint Venture - Associate Company in which the Company is holding 30% of Equity Shares, posted a turnover of H90.30 Crores in the financial year 2025-26 as against H78.36 Crores in the financial year 2024-25. The Profit for the financial year 2025-26 was H3.74 Crores as against the profit of H3.33 Crores in the financial year 2024-25.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the Financial Statements of the Company's Subsidiaries and Associate Company in Form No. AOC-1 is attached to this report as Annexure - 6.
During the year under review, there has been no change in the Company's nature of business.
The Board of the Company is duly constituted. None of the Directors of the Company are disqualified under the provisions of the Act or the Listing Regulations.
The Board, at its meeting held on 7th May, 2026, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the Members at the ensuing Annual General Meeting (AGM), has approved and recommended to the Members the re-appointment of Mr. Srinivasan Ravi as the Chairman and Managing Director and Mr. Ravi Gauthamram as the Whole-Time Director, for a further period of five (5) years with effect from 1st October, 2026 to 30th September, 2031.
The necessary resolutions seeking the approval of the members for their re-appointment, along with the Explanatory Statement pursuant to applicable provisions, are included in the Notice convening the 40th AGM of the Company.
In accordance with the provisions of the Act and Articles of Association of the Company, Mr. Srinivasan Ravi (DIN: 01257716), Chairman and Managing Director, retires by rotation and being eligible, offers himself for re-appointment at the ensuing AGM. His re-appointment is placed for approval of the Members and forms part of the notice of the 40th AGM. The information about the Director seeking his re-appointment as per Para 1.2.5 of Secretarial Standards on General Meetings and Regulation
36(3) of the Listing Regulations has been given in the notice convening the 40th AGM.
26. KEY MANAGERIAL PERSONNEL:
Pursuant to Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following are the Key Managerial Personnel (KMP) of the Company:
i. Mr. Srinivasan Ravi, Chairman and Managing Director;
ii. Mr. Ravi Gauthamram, Whole Time Director;
iii. Mr. C.B.Chandrasekar, Chief Financial Officer;
iv. Mr. Thiyagaraj Damodharaswamy, Chief Operating Officer - Powertrain;
v. Mr. Shainshad Aduvanni, Company Secretary.
The remuneration and other details of these KMP for the financial year 2025-26 are provided in the Annual Return, which is available on the website of the Company.
27. COMMITTEES:
As per the requirements of the Act and Listing Regulations, the following Committees were constituted. The composition and the meeting of Committees held during the year are as follows:
The Composition of the Audit Committee (AC):
1. Mr. Tamraparni Srinivasan Venkata Rajagopal, Independent Director (Chairman);
2. Mr. Sundararaman Kalyanaraman, Independent Director (Member);
3. Mrs. Vijaya Sampath, Independent Director (Member);
4. Mrs. Rajeswari Karthigeyan, Independent Director (Member).
During the financial year 2025-26, the AC met five times on 7th May, 2025, 13th June, 2025, 29th July, 2025, 8th November, 2025 and 28th January, 2026.
The Composition of the Nomination and Remuneration Committee (NRC):
1. Mrs. Vijaya Sampath, Independent Director (Chairperson);
3. Mr. Tamraparni Srinivasan Venkata Rajagopal, Independent Director (Member).
During the financial year 2025-26, the NRC met two times on 7th May, 2025 and 28th January, 2026.
iii. Stakeholders Relationship Committee:
The Composition of the Stakeholders Relationship Committee (SRC):
1. Mr. Sundararaman Kalyanaraman, Independent Director (Chairman);
2. Mr. Srinivasan Ravi, Chairman and Managing Director (Member);
3. Mrs. Rajeswari Karthigeyan, Independent Director (Member).
During the financial year 2025-26, the SRC met once on 28th January, 2026.
iv. CSR Committee:
The Composition of the Corporate Social Responsibility (CSR) Committee:
1. Mr. Srinivasan Ravi, Chairman and Managing Director (Chairman);
2. Mr. Tamraparni Srinivasan Venkata Rajagopal, Independent Director (Member);
3. Mrs. Vijaya Sampath, Independent Director (Member).
During the financial year 2025-26, the CSR Committee met three times on 7th May, 2025, 29th July, 2025 and 8th November, 2025.
Further, One Circular Resolution was passed on 28th March, 2026.
v. Risk Management Committee:
The Composition of the Risk Management Committee (RMC):
2. Mr. Ravi Gauthamram, Whole Time Director (Member);
3. Mr. Sundararaman Kalyanaraman, Independent Director (Member);
4. Mr. C.B.Chandrasekar, Chief Financial Officer (Member);
During the FY 2025-26, the RMC met two times on 25th September, 2025 and 28th March, 2026.
The Composition of the Management Committee:
2. Mr. Ravi Gauthamram, Whole Time Director (Member).
During the financial year 2025-26, no meeting of Management Committee was held.
vii. Fund Raising Committee:
The Composition of the Fund-Raising Committee:
During the financial year 2025-26, no meeting of Fund-Raising Committee was held.
28. INTERNAL FINANCIAL CONTROLS:
A. Internal Financial Controls and their Adequacy
In terms of Section 134(5)(e) of the Act, the term Internal Financial Control means the policies and procedures adopted by a Company for ensuring orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial information.
Internal Control Over Financial Reporting (ICFR) remains an important component to foster confidence in a Company's financial reporting, and ultimately, streamlining the process to adopt best practices. Your Company, through Internal Audit Program is regularly conducting tests of effectiveness of various controls. The ineffective and unsatisfactory controls are reviewed and remedial actions are taken immediately. The internal audit plan is also aligned to the business objectives of the Company which is reviewed and approved by the Audit Committee. Further, the Audit Committee monitors the adequacy and effectiveness of your Company's internal control framework.
Adequate Internal Financial Controls are in place which ensures the reliability of financial and operational information. The regulatory and statutory compliances are also ensured. The Oracle enterprise-wide resource platform deployed in the Company enables the business processes and also ensures financial discipline and fosters accountability.
29. AUDITORS & AUDITORS REPORT:
A. Statutory Auditors
The Shareholders at their meeting held on 21st July, 2025 had re-appointed M/s. Sharp & Tannan, Chartered Accountants, A-Wing, 602, Anna Salai, Chennai - 600 006 (Firm Registration No: 003792S), as the Statutory Auditors of the Company for a second term of 5 years from the conclusion of the 39th AGM (2025) till the conclusion of 44th AGM (2030).
There are no qualifications, reservations or adverse remarks made by M/s. Sharp & Tannan, Statutory Auditors in their report for the financial year ended 31st March, 2026.
M/s. Kumbhat and Co LLP, Chartered Accountants, Coimbatore, who are the Internal Auditors, have carried out Internal Audit for the financial year 2025-26. Their reports were reviewed by the Audit Committee.
D. Cost Auditor
During the financial year 2025-26, the Company was required to maintain cost records under the Companies (Cost Records and Audit) Rules, 2014. Accordingly, cost records have been maintained by the Company, which are being audited by M/s. S.Mahadevan & Co, Cost Accountants, Coimbatore (Firm Registration No. 000007).
In accordance with Section 148 of the Act, the Board of Directors of the Company at their meeting held on 7th May, 2026, on recommendation of the Audit Committee, has re-appointed M/s.S.Mahadevan & Co, Cost Accountants, Coimbatore, (Firm Registration No: 000007) as the Cost Auditors to conduct the Audit of the Cost Accounting Records maintained by the Company for the financial year 2026-27. M/s. S. Mahadevan & Co have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and has also certified that they are free from any disqualifications specified under Section 141(3) read with Section 148(5) of the Act.
As per the provisions of the Act, a resolution seeking Members' ratification for the remuneration payable to M/s. S. Mahadevan & Co, Cost Auditors for the financial year 2025-26 is included at item no. 6 of the Notice convening the 40th AGM.
E. Secretarial Auditor and Secretarial Audit:
The Shareholders at their meeting held on 21st July, 2025 had appointed M/s. KSR & Co Company Secretaries LLP, (LLPIN: AAB-3259) Coimbatore as the Secretarial Auditors of the Company for a term of 5 years commencing from the FY 2025-26 to the FY 2029-30.
The Secretarial Audit Report in Form MR-3 forms part of the Directors' Report as Annexure - 7.1. The report does not contain any qualification, reservation, adverse remark or disclaimer.
The Secretarial Audit Reports of DR Axion India Limited and Sunbeam Lightweighting Solutions Limited, ("the Wholly Owned Subsidiaries") in Form MR-3 are attached to this report as Annexure - 7.2 and as Annexure - 7.3. The Secretarial Audit Report of the Wholly Owned Subsidiaries does not contain any qualification, reservation, adverse remark or disclaimer.
The Company has undertaken an audit for the financial year ended 31st March, 2026, for all applicable compliances as per Regulation 24A of the Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. KSR & Co Company Secretaries LLP, was submitted to the Stock Exchanges as per the Listing Regulations.
During the year under review, the Statutory Auditors, Internal Auditors, Cost Auditors and Secretarial Auditors have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act and the rules made thereunder.
30. MEETINGS OF THE BOARD AND COMMITTEES:
During the financial year 2025-26, the Board of Directors had met Seven (7) times and passed one Resolution by Circulation and the details of the meetings of the Board and its Committees are given in the Corporate Governance Report (Annexure 2). The gap intervening between two meetings were within the time prescribed under the Act and Listing Regulations.
Details of attendance of meetings of the Board, its Committees and the Annual General Meeting/Postal Ballot are included in the Report on Corporate Governance, which forms part of this Annual Report.
31. MEETING OF INDEPENDENT DIRECTORS:
In terms of requirements under Schedule IV of the Act and Regulation 25(3) of Listing Regulations, a separate meeting of the Independent Directors was held on 8th November, 2025 and 13th March, 2026.
The Independent Directors at the meeting, inter alia, reviewed the following: -
• Performance of Non-Independent Directors and the Board as a whole.
• Performance of the Chairman of the Company, considering the views of Executive Directors and Non-Executive Directors.
• Assessed the quality, quantity and timeliness of the flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
32. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received declarations from each Independent Director of the Company under Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations confirming compliance with the criteria of
independence as stipulated under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances which may affect their status as Independent Directors during the financial year 2025-26.
All Independent Directors of the Company have affirmed compliance with Schedule IV of the Act and the Company's Code of Conduct for Directors and Employees for the financial year 2025-26.
All the Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs ('IICA') towards the inclusion of their names in the data bank and they meet the requirements of the proficiency self-assessment test.
33. NON-EXECUTIVE DIRECTORS' COMPENSATION AND DISCLOSURES:
None of the Independent / Non-Executive Directors has any pecuniary relationship or transactions with the Company which, in the judgment of the Board, may affect the independence of the Directors.
34. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
The Company has adopted a familiarization programme for Independent Directors with an objective of making the Independent Directors of the Company accustomed with the business and operations of the Company through various structured orientation programme. The familiarization programme also intends to update the Directors on a regular basis on any significant changes therein so as to be in a position to take well-informed and timely decisions.
The details of the familiarization programme undertaken have been uploaded on the Company's website and the same is accessible at the web-link https://www. craftsmanautomation.com/investors/corporate-governance/.
35. PERFORMANCE EVALUATION OF THE BOARD AND ITS COMMITTEES:
Pursuant to the provisions of the Act, Listing Regulations and as per Guidance Note on Board Evaluation issued by SEBI on 5th January, 2017, the Board has carried out annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Committees at their meeting held on 28th January, 2026.
The Nomination and Remuneration Committee has defined the evaluation criteria for the performance evaluation of individual Directors, the Board and its Committees. The performance of the Board, its committees and individual Directors was evaluated by the Board after seeking inputs from all the respective Committee members and Directors.
36. DIRECTORS' APPOINTMENT ANDREMUNERATION POLICY:
The Company has on the recommendation of the Nomination & Remuneration Committee framed and adopted a Nomination and Remuneration Policy in terms of the Section 178 of the Act. The policy, inter alia lays down the principles relating to appointment, cessation, remuneration and evaluation of Directors, Key Managerial Personnel and Senior Management Personnel of the Company.
The Nomination & Remuneration Policy of the Company is available on the website of the Company at web-link CAL-Nomination-Remuneration-and-Board-Evaluation-Policv-1.pdf.
37. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:
The details as required under Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given in Annexure - 8 of this Report.
In terms of provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing names of the employees drawing remuneration and other particulars, as prescribed in the said Rules forms part of this report. However, in terms of first proviso to Section 136(1) of the Act, the Annual Report, excluding the aforesaid information, is being sent to the Members of the Company. The said information is available for inspection at the Registered Office of the Company during working hours and any Member who is interested in obtaining these particulars may write to the Company Secretary of the Company.
During the year, the Company had no employee who was employed throughout the financial year or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the Equity Shares of the Company.
38. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the initiatives taken by the Company from an Environmental, Social and Governance perspective for the financial year 2025-26 have been given in the Business Responsibility and Sustainability Report (BRSR) as per the format specified by the Securities and Exchange Board of India, which forms part of this report as Annexure - 9. The Company's ESG profile can be accessed through https:// www.craftsmanautomation.com/esg-profile.html.
39. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information pertaining to details of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are as follows:
I Steps taken or impact on conservation of energy
a) The Company is replacing low-efficiency screw air compressors with new high-capacity and energy-efficient air compressors, which results in energy saving and reducing the number of compressors.
b) Pursuant to availing 110 KV incoming power supply at Unit 3, around 30% of the UPS system has been removed, resulting in reduction of overall UPS power consumption and elimination of battery replacement costs. Further, all Diesel Generator (DG) sets have been removed and relocated to another plant, resulting in optimization of capital investment.
c) Screw compressors were shifted to newly constructed well-ventilated rooms, resulting in improved efficiency.
d) The Company is in the process of using LNG instead of LPG for melting furnaces and PNG-based DG sets instead of Diesel Generator Sets.
e) For the Kothavadi Plant, the Company has applied for conversion of the existing 22 KV power supply to 110 KV Extra High Tension (EHT) supply with dual incoming feeder sources to ensure uninterrupted power supply, which is expected to improve production efficiency and reduce unit cost of production.
The Company has increased procurement of power from third-party wind and solar energy sources as part of its continued focus on utilization of alternate and renewable sources of energy.
a) Conversion of HT power supply to 110 KV EHT power supply completed at Unit 3, Arasur Plant. The Company has also applied for similar HT to EHT conversion for Unit 1 at Kothavadi.
b) PNG (Piped Natural Gas) Generator Sets have been installed at the Faridabad and Bhiwadi plants.
The Company has effectively integrated and absorbed technology in the areas of UPS cooling systems, Gas Insulated Switchgear (GIS), PNG Generator Sets in place of conventional diesel generator sets, and renewable energy utilization through the 800 KW rooftop solar power plant.
At Coimbatore Unit 3 Plant, the power infrastructure has been upgraded to 110 KV EHT with dual incoming feeder sources to ensure uninterrupted and efficient power supply. As part of this modernization initiative, Gas Insulated Switchgear (GIS) has been adopted in place of conventional Air Insulated Switchgear (AIS), resulting in reduced power losses, minimized maintenance requirements, lower space utilization, improved equipment life and reduction in unit production cost.
The Company has not incurred any expenditure on Research and Development.
Details of earnings accrued and expenditure incurred in foreign currency are as given below.
Foreign Exchange Earnings — D 260.09 Crores Foreign Exchange Outgo — D 984.23 Crores
40. DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in
Section 134(3)(c) of the Act shall state that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) 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 at the end of the financial year and profit of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis;
(e) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
41. SECRETARIAL STANDARDS:
The Company is in compliance with the Secretarial Standards on Meetings of Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.
42. PROHIBITION OF INSIDER TRADING:
In terms of the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended (PIT Regulations), the Company has adopted the revised "Code of Conduct to Regulate, Monitor and Report Trading by Insiders" ("the Code"). The Code is applicable to all Directors, Designated persons and Connected Persons and their immediate relatives, who have access to Unpublished Price Sensitive Information relating to the Company.
The Company has also formulated a 'Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)' in compliance with the PIT Regulations.
The aforesaid Codes are posted on the Company's website and can be accessed by using web link at https:// www.craftsmanautomation.com/investors/wp-content/ uploads/2024/04/6.-CAL-Code-of-Conduct-under-SEBI-PIT-1.pdf and Code-of-Fair-Disclosure-of-UPSI.pdf.
43. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:
In the opinion of the Board of Directors of the Company, Independent Directors on the Board of the Company hold highest standards of integrity and are highly qualified, recognized and respected individuals in their respective fields. It's an optimum mix of expertise (including financial expertise), leadership and professionalism.
44. CEO/CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations, the Managing Director and CFO of the Company have certified the accuracy of the Financial Statements and adequacy of Internal Control Systems for financial reporting for the financial year ended 31st March, 2026. The Certificate is given in Annexure - 10.
45. DECLARATION REGARDING COMPLIANCE BY BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL WITH THE COMPANY'S CODE OF CONDUCT:
The Code of Conduct of the Company aims at ensuring consistent standards of conduct and ethical business practices across the Company. This Code is available on the website of the Company at weblink CAL-Code-of-Conduct-for-Directors-and-SM-1.pdf. Pursuant to the
Listing Regulations, a confirmation from the Managing Director regarding compliance with the Code by all the Directors and Senior Management of the Company is given in Annexure - 11.
46. MATERNITY BENEFIT COMPLIANCE:
The Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended from time to time. The Company has in place appropriate policies and remains committed to ensuring a safe, supportive, and inclusive workplace for all its employees.
47. CAUTIONARY STATEMENT:
The Annual Report including those which relate to the Directors' Report, Management Discussion and Analysis Report may contain certain statements on the Company's intent expectations or forecasts that appear to be forwardlooking within the meaning of applicable securities
laws and regulations while actual outcomes may differ materially from what is expressed herein. The Company bears no obligations to update any such forward looking statement. Some of the factors that could affect the Company's performance could be the demand and supply for Company's products and services, changes in Government regulations, tax laws, forex volatility etc.
48. ACKNOWLEDGEMENTS:
The Directors take this opportunity to thank the Shareholders, Bankers and the Financial Institutions for their cooperation and support to the operations and look forward for their continued support in future. The Directors also thank all the customers, vendor partners, and other business associates for their continued support during the financial year. The Directors place on record their appreciation for the hard work put in by all employees of the Company.