Performance with accountability. This report presents the Board's stewardship of a record year: the financial results, the dividend, the strategic investments and the governance framework within which every decision was taken.

To,

The Members,

Your Directors have pleasure in presenting to you the 41^st (Forty First) Annual Report and the audited financial statements for the year ended 31^st March, 2026.

FINANCIAL RESULTS

For details, refer Notes to Accounts forming part of this Annual Report.

COMPANY PERFORMANCE

The financial statements have been prepared as per the IND- AS prescribed by the Institute of Chartered Accountants of India (ICAI).

Standalone Financials: During the year under review, your Company has achieved turnover of ' 50,170 Million against INR 41,443 Million during previous year registering a growth of 21.06 %.

The Company (Minda Corporation Limited or MCL) has reported a Net Profit of ' 2,415 Million as against Profit of ' 2,059 Million during previous year with an increase of 1729 % over the previous year.

Consolidated Financials: During the year under review, your Company has achieved a consolidated turnover of ' 61,853 Million against ' 50,562 Million during previous year registering a growth of 22.4%.

The Company reported a Net Profit of ' 3,583 Million from continuing operations as against Profit of ' 2,554 Million earned during previous year with an increase of 40.29% over the previous year.

DIVIDEND

The Board of Directors of your Company has recommended a final dividend of INR 0.80 per equity share (i.e. @ 40 %) on 239,079,428 Equity Shares of ' 2/- each fully paid up for the year ended March 31, 2026. The dividend proposal is subject to the approval of members at the ensuing Annual General Meeting scheduled to be held on August 21, 2026. This is in addition to the interim dividend of ' 0.60/- per equity share (i.e. @ 30%) declared by the Board in its meeting held on February 05, 2026. The total dividend for FY 26 aggregates to INR 1.40/- per equity share (i.e. @ 70%) similar to last year.

DIVIDEND DISTRIBUTION POLICY

In line with Regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016, your Company has formulated a Dividend Distribution Policy which is available at the Company's website i.e.

https://sparkminda.com/Uploads/prospectus/2030pdctfile_

RevisedDraftDividendDistributionPolicy.pdf

INDUSTRY UPDATE

The Indian automotive industry continued its strong growth trajectory during FY 2025-26, supported by resilient domestic demand, favourable macro-economic conditions, increasing infrastructure investments, improved financing availability, and sustained Government initiatives under the "Make in India", Production Linked Incentive (PLI) Scheme and vehicle electrification programmes. The industry witnessed healthy demand across passenger vehicles, commercial vehicles, two- wheelers and three-wheelers, with all major vehicle categories recording their highest-ever annual sales during the year.

The passenger vehicle segment maintained robust momentum, driven by increasing consumer preference for feature-rich and premium vehicles, while the commercial vehicle segment benefited from higher infrastructure spending, logistics expansion and replacement demand. The two-wheeler market also registered strong growth supported by improving rural demand and rising consumer confidence. Exports of automobiles across major segments also witnessed healthy growth, reflecting the increasing global competitiveness of Indian manufacturers.

The Indian auto component industry continued to demonstrate resilience and steady growth during FY 2025-26 despite global geopolitical uncertainties, supply chain disruptions and commodity price volatility. Growth was supported by healthy domestic vehicle production, a resilient replacement market, increasing localisation of components, technology upgradation and capacity expansion by component manufacturers. The industry also witnessed encouraging export performance, supported by India's growing position as a preferred global sourcing hub.

The industry continues to undergo a structural transformation driven by rapid advancements in electric mobility, vehicle electronics, connected and software-defined vehicles, lightweight materials, enhanced safety standards and increasing content per vehicle. These developments are creating significant opportunities for component manufacturers to diversify product offerings, invest in advanced manufacturing technologies and strengthen their presence in high-value and technology-intensive components.

Government initiatives promoting localisation, manufacturing competitiveness, sustainability and clean mobility continue to provide long-term growth opportunities for the sector. Increasing investments in electric vehicle ecosystems, semiconductor manufacturing, battery technologies and advanced automotive technologies are expected to further strengthen India's position in the global automotive value chain.

While the overall outlook for the industry remains positive, challenges such as global geopolitical developments, fluctuations in commodity prices, exchange rate volatility, evolving trade policies, supply chain risks and technological transition continue to require close monitoring. Nevertheless, supported by favourable domestic demand, increasing exports, continued localisation and technological innovation, the Indian automotive and auto component industries remain well positioned for sustainable long-term growth.

Your Company continues to focus on operational excellence, product quality, innovation, cost optimisation and customercentric solutions to capitalize on the opportunities emerging from the evolving automotive landscape while creating sustainable value for all stakeholders.

CREDIT RATING

India Ratings & Research (Ind-Ra) and CRISIL have assigned below credit ratings to the Company:

India Ratings & Research (Ind-Ra) and CRISIL have assigned below credit ratings to the Company:

* CRISIL has revised the Long-Term rating to CRISIL AA /Stable and affirmed the Short-Term rating to CRISIL A1+ in April 2026.

SHARE CAPITAL

The paid-up Equity Share Capital as on 31^st March, 2026 is INR 478,158,856/- (Rupees Four Hundred Seventy-Eight Million One Hundred Fifty-Eight Thousand and Eight Hundred Fifty-Six Only) divided into 239,079,428/- (Two Hundred Thirty-Nine Million Seventy-Nine Thousand Four Hundred Twenty-Eight only) Equity Share of INR 2/- each. The authorized share capital of the Company is INR 1,577,000,000 (Rupees One Thousand Five Hundred Seventy-Seven Million Only) and the authorized share capital of the Company has been re-classified as divided into 692,500,000 (Six Hundred Ninety-Two Million and Five Hundred Thousand only) equity shares of INR 2/- (Rupees Two only) each aggregating to INR 1,385,000,000/- (Rupees One Thousand Three Hundred Eighty-Five Million Only) and 240,000 (Two Hundred and Forty Thousand) preference shares of INR 800/- (Rupees Eight Hundred only) each aggregating to INR 192,000,000/- (Rupees One Hundred Ninety-Two Million Only).

ISSUE OF SHARE WARRANTS

During the year under review, the shareholders of the Company have approved the Preferential Issue of 7,650,000 (Seven Million Six Hundred Fifty Thousand) warrants, each convertible into or exchangeable for one fully paid-up equity share of the Company having a face value of INR 2/- each ("Warrants"), at an issue price of INR 550/- (Rupees Five Hundred Fifty only) per warrant, payable in cash ("Warrant Issue Price") through Postal Ballot on April 27, 2025. The date of allotment of warrants is June 2, 2025.

The total amount aggregating to INR 4,207,500,000/- (Rupees Four billion, two hundred seven million, five hundred thousand only) has been raised through this preferential allotment, out of which 25% of the issue price i.e. INR 1,051,875,000 (Rupees One billion, fifty one million, eight hundred seventy five thousand only) has been paid by Minda Capital Private Limited. The warrants may be exercised in one or more tranches within a period of 18 (Eighteen) months from the date of allotment. This preferential issue was made to Minda Capital Private Limited, a promoter of the Company ("Allottee"), in accordance with applicable laws and regulations, including the provisions of Chapter V of the SEBI (ICDR) Regulations and the Companies Act, 2013.

STRATEGIC INVESTMENT AND JOINT VENTURES

• During the year under review, your Company (Minda Corporation Limited) has entered into a Joint Venture with Japan-based Toyodenso Co. on June 11, 2025 for

Advance automotive switches for the Indian market. The partnership will provide end-to end solutions including design, development, manufacturing and marketing of Automotive Switches for two-wheelers, Passenger Cars and other automotive segment for the Indian market. Minda Corporation is holding majority stake in the newly formed venture company "Spark Minda - Toyodenso India Private Limited with an investment in the agreed shareholding ratio of 60:40. The new Joint venture has already received orders from customers in India. This greenfield plant will be set up in Noida, Uttar Pradesh and is expected to commence operations by 2nd half of FY 2026-27 This partnership is strategically aligned to cater to the rising demand for advanced switches in the Indian automotive sector and in line with the company synergistic product portfolio and localization of new products and technologies for the customers. Through this partnership, Toyodenso will bring new technologies and advanced engineering capabilities while the Company (Minda Corporation Ltd) will contribute with its deep expertise in localised manufacturing, and robust supply chain ecosystem etc.

• During the year under review, Spark Minda Green Mobility Systems Private Limited, India (SMGM), a wholly owned subsidiary of Minda Corporation Limited, has signed a Joint Venture Agreement with Turntide Drives Limited, United Kingdom (Turntide) on Monday, March 09, 2026 for the development and manufacturing of advanced new generation motor controllers, axial flux motors, pumps for thermal applications , and other customized controllers tailored primarily for India's growing EV segment including any activities reasonably incidental or ancillary thereto. This Joint Venture shall be operational through incorporation of a new joint venture entity in India by Spark Minda Green Mobility Systems Private Limited.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by the Government of India, after the completion of seven years. Further, according to the IEPF Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year under review, the Company has transferred the unclaimed dividend (final) of INR 110,535 (Rupees One hundred ten thousand five hundred thirty five only) for the Financial year 2017-18 and the unclaimed dividend (interim) INR 56,064 (Rupees Fifty six thousand sixty four only) for the financial year 2018-19 to IEPF. Year-wise amounts of unpaid / unclaimed dividends transferred to IEPF and the corresponding shares, is provided in the Shareholder Information Section of Corporate Governance Report and are also available on Company's website at https://sparkminda.com/annualreport. aspx Rs.mpgid = 23&pgidtrail=24&ipcatid=8&psubcatid = 24

The details of the nodal officer appointed by the Company under the provisions of IEPF Rules are available on the website of the Company i.e. https://sparkminda.com/Uploads/ prospectus/2026pdctfile_1782pdctfile_1708pdctfile_1569pdctfile_ Grievance-Redressal-Policy.pdf

STATUS OF OLD SCHEME (ESOP 2017) AND IMPLEMENTATION OF NEW SCHEME (ESOP 2025):

The Company had earlier introduced equity incentive scheme namely "Employee Stock Option Scheme 2017" ("ESOP 2017") for granting employee stock options ("Options") to eligible employees of the Company and its subsidiary company(ies).

To further strengthen the Company's employee value proposition, to align with industry best practices and reinforces the Company's ongoing commitment to fostering Employee engagement and promoting long-term value creation, the Company proposes the implementation of a new long-term incentive scheme titled Minda - Employee Stock Option Scheme 2025 ("ESOP 2025" or "Scheme")'. This Scheme is designed with a sharper focus on performance-linked grant criteria, ensuring that the allocation and consequent benefits are closely tied to organizational achievements. ESOP 2025 aims to foster a high-performance culture, drive innovation, and reinforce the Company's commitment to long-term value creation.

The Scheme will be implemented through the Minda Corporation Limited Employee Stock Option Scheme Trust ("MCL ESOS Trust"/ "Trust") established by the Company and will cover eligible employees of the Company and its group companies, including subsidiaries and associate companies. ESOP 2025 is having an option pool of 3,218,517 Options, which is transferred from the unutilized pool of ESOP 2017.

The equity shares required for ESOP 2025 will be sourced from existing shares held by the Trust. Utilization of these existing shares shall ensure that the operation of ESOP 2025 does not entail any fresh issuance of shares and, consequently, will not result in any incremental dilution of the shareholding or voting rights of the existing shareholders.

The necessary disclosure pursuant to Regulation 14 of the SEBI (Share Based Employee Benefits and sweat equity) Regulations 2021 with regard to Employee Stock Option Scheme of the Company is provided on Company's website at https://sparkminda.com/Uploads/prospectus/2079pdctfile_ ESOPANNEXURE25-26-MCL.pdf

DEPOSITS

The Company has neither invited nor accepted any deposits from the public falling within the preview of section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year. There is no unclaimed or unpaid deposit lying with the Company as on March 31, 2026.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report (MD&A) for the year under review, as stipulated under Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Report.

CORPORATE GOVERNANCE

Your Company follows the highest standards of Corporate Governance best practices. It adheres to and has implemented the requirements set out by SEBI's Corporate Governance norms. A separate section on Corporate Governance forms a part of the Directors' Report.

A certificate confirming the compliance of conditions of Corporate Governance as stipulated in SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from BMP & Co. LLP, Practicing Company Secretaries, is forming part of the Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Report on Business Responsibility and Sustainability Reporting (BRSR) along with reasonable assurance on BRSR forms part of this Annual Report. The details of number of employees of the Company as at March 31, 2026, is disclosed in the BRSR Report.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Indian Accounting Standard (Ind AS) 110 on Consolidated Financial Statements read with Ind AS 28 investment in associate and joint ventures and Ind AS 112 on disclosure of interest in other entities, the audited consolidated financial statement is provided in the Annual Report.

The performance of the Company on consolidated basis is also discussed at length in the Management Discussion and Analysis, which forms part of this Directors' Report.

DIRECTORS / KEY MANAGERIAL PERSONNEL- APPOINTMENT, RE-APPOINTMENT & RESIGNATION

During the year under review, there are following changes in the composition of the Board of Directors and Key Managerial Personnel of the Company: -

Resignations:

• Mr. Ashim Vohra resigned from the post of Group COO w.e.f. 31^st August 2025.

• Mr. Vinod Raheja, Group Chief Financial Officer and KMP of the Company has resigned w.e.f. November 30, 2025.

Appointments:

• Mr. Hitendra Mishra was appointed as CEO-Die Casting Division of the Company w.e.f. May 2, 2025.

• Mr. Ajay Agarwal was appointed as President- Finance & Strategy w.e.f. May 19, 2025 and he was assigned with additional responsibilities of Group CFO (Key Managerial Personnel) and Group Chief Risk Officer of the Company w.e.f. February 05, 2026.

• Mr. Supratic Roy was appointed as CEO-Emerging business of the Company with effect from December 01, 2025.

Change in Role:

• Mr. Joy Panda has been appointed as Group Chief Marketing Officer of the Company w.e.f. October 1, 2025. Earlier he was holding the position of Business Head- Component Division.

Note: There has been no change in the Board of Directors and KMPs after closure of financial year 2025-26

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ashok Minda (DIN: 00054727), Executive Director, retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. Upon his appointment, he will continue to act as Chairman & Group CEO (Whole Time Director) of the Company.

The Company has received declarations of independence from all the Independent Directors confirming that they meet the criteria of independence as prescribed under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board is of the opinion that all the Independent Directors of the Company are persons of integrity and possess relevant expertise and experience (including the proficiency) to act as Independent Directors of the Company. The Independent Directors of the Company have confirmed that they have registered with the Indian Institute of Corporate Affairs, Manesar and have included their name in the databank of Independent Directors within the statutory timeline as required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

Details of the Familiarization Programme Module for Independent Directors is provided in the Corporate Governance Report forming part of the annual report of the Company.

The Board of Directors has designated Ms. Pratima Ram as the Lead Independent Director at its meeting held on November 14, 2024. The role of the Lead Independent Director is available on the Company's website:https://sparkminda.com/ Uploads/prospectus/881pdctfile_Role-of-Lead-Independent- Director.pdf

PERFORMANCE EVALUATION OF THE BOARD, COMMITTEES AND DIRECTORS

The Board of Directors has made a formal annual evaluation of its own performance and that of its committees pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The evaluation was done based on the evaluation criteria formulated by Nomination and Remuneration Committee which includes criteria such as fulfilment of specific functions prescribed by the regulatory framework, adequacy of meetings, attendance and effectiveness of the deliberations etc.

The Board also carried out an evaluation of the performance of the individual Directors (excluding the Director who was evaluated) based on their attendance, participation in deliberations, understanding the Company's business and that of the industry and in guiding the Company in decisions affecting the business and additionally in case of Independent Directors based on the roles and responsibilities as specified in Schedule IV of the Companies Act, 2013 and fulfilment of independence criteria and independence from management. The actions emerging from the Board evaluation process were collated and presented before the Chairman of Nomination and Remuneration Committee as well as the Chairman of the Board. Suggestions/ feedback concerning strategic, governance and operational matters are actioned upon by the team.

As part of the evaluation process, the performance of nonindependent directors, performance of the Board as a whole, performance of the Committee(s) of the Board and the performance of the Chairman was evaluated by the Independent Directors in a separate meeting of independent directors held on March 26, 2026 considering the views of other directors.

BOARD AND AUDIT COMMITTEE MEETINGS

During the year under review, 5 (Five) Board Meetings, 10 (Ten) Audit Committee Meetings were convened and held apart from other Committee's meetings of the Company. The details of all the meetings are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

The calendar of Board and Committee Meetings were prepared and circulated in advance to the Directors.

COMMITTEES OF THE BOARD

As on March 31, 2026, there are 7 (seven) Committees of the Board viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility & Sustainability Committee, Risk Management Committee, Executive Committee and Investment Committee. A detailed note on the composition of the Board and its Committees is provided in the Corporate Governance Report section of this Annual Report.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

Pursuant to the provisions of section 134(3)(e) and Section 178(3) of the Companies Act, 2013 and the SEBI Listing Regulations, the policy of the Company on Directors' appointment and remuneration, including the criteria for determining qualification, positive attributes, independence of directors and other matters like Board Diversity are given on the website of the Company at https://sparkminda.com/Uploads/prospectus/305pdctfile_ Nomination-Remuneration-and-Board-Diversitv-Policy.pdf

The salient features of the Remuneration and Board Diversity Policy are as under:

a) To determine remuneration of Directors, KMP, other senior management personnel and other employees, keeping in view all relevant factors including industry trends and practices.

b) If, in any financial year, the Company has no profits or its profits are inadequate, the Company shall pay remuneration to its Whole-time Director in accordance with the provisions of Schedule V and other applicable provisions.

c) To guide the Board in relation to appointment and removal of Directors, Key Managerial Personnel and Senior Management.

d) To evaluate the performance of the members of the Board and provide necessary report to the Board for further evaluation of the Board.

e) To recommend to the Board on Remuneration payable to the Directors, Key Managerial Personnel and Senior Management.

f) To retain, motivate and promote talent and to ensure long term sustainability of talented managerial persons and create competitive advantage.

g) To provide to Key Managerial Personnel and Senior Management reward linked directly to their effort, performance, dedication and achievement relating to the Company's operations.

h) The remuneration / compensation / commission etc. to the Whole-time Director, KMPs and Senior Management Personnel will be determined by the Committee and recommended to the Board for approval. The remuneration / compensation / commission etc. shall be subject to the prior/ post approval of the shareholders of the Company and Central Government, wherever required.

i) The remuneration and commission to be paid to the Wholetime Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Act. The loans/advances to employees shall be in accordance with the conditions of service applicable to employees and are also in accordance with the Group Human Resource Policy.

j) Increments to the existing remuneration/ compensation structure may be recommended by the Committee to the Board which should be within the slabs approved by the Shareholders in the case of Whole-time Director.

k) Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the

Companies Act, 2013, with respect to Directors' Responsibility

Statement, your Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and no material departure was made for the same. The financial statements of the Company for the financial year ended March 31, 2026, have been prepared in accordance with Ind AS as prescribed under Section 133 of the Companies Act, 2013 (the "Act"), read with the relevant rules made thereunder and other accounting principles generally accepted in India;

b) Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the period ended on March 31, 2026;

c) Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The annual financial statements have been prepared on a going concern basis;

e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f) Proper systems had been devised to ensure compliance with the provisions of all applicable laws and were adequate and operating effectively.

NATURE OF BUSINESS

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

CODE OF CONDUCT

The Company has in place a comprehensive Code of Conduct ("the Code") applicable to Directors, Independent Directors and Senior Management Personnel. The Code gives guidance and support needed for ethical conduct of business and compliance of law. A copy of the Code is available on the Company's website at the link: https://sparkminda.com/Uploads/ prospectus/1790pdctfile_1698pdctfile_1577pdctfile_Code-of- Conduct.pdf.

The Chairman & Group CEO of the Company has given a declaration that the member of Board of Directors and Senior Management Personnel have affirmed compliance with the code of conduct of the Board of directors and Senior Management in terms of Schedule V (D) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

TRANSFER TO RESERVES

During the financial year under review, there was no transfer to General Reserve by the Company.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year ended on March 31, 2026 were on an arm's length basis and in the ordinary course of business under Section 188(1) of the Act and the Listing Regulations and hence a disclosure in Form AOC-2 in terms of clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014 is not required. Details of the transactions with Related Parties are provided in the accompanying financial statements note no. 2.40 of Standalone Financial Statement & 2.39 of Consolidated Financial Statement) in compliance with the provision of Section 134(3)(h) of the Act. The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website at the link: https://sparkminda. com/Uploads/prospectus/2025pdctfile_2024pdctfile_ RPTPolicy31.02.2026(1).pdf

PARTICULARS OF INVESTMENTS MADE, LOANS GIVEN, GUARANTEES GIVEN AND SECURITIES PROVIDED

Pursuant to Section 134(3)(g) of the Companies Act, 2013, particulars of loans, guarantees or investments and securities provided under Section 186 of the Companies Act, 2013 along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement.

The details/status of loans given by the Company to its subsidiaries/ JVs during the year under review is as under

Your Company has given the aforesaid loan to Spark Minda Green Mobility Systems Private Limited and Minda Infac Private Limited at the rate of 8% p.a. upon such terms and conditions as may be mutually agreed upon between the Company and Minda Corporation Limited (Refer Note 2.14 of Standalone Financial Statements).

Details of Corporate Guarantee

Your Company has given Corporate guarantee of INR 15 Crores to HDFC Bank Limited on behalf of Spark Minda Green Mobility Systems Private Limited (Subsidiary Company) which has availed a Working Capital Limit of INR 15 crores.

Details of Investment

During the year under review, your Company has made following investments: -

• Invested in 25,800,000 (Twenty Five Million and Eight Hundred Thousand only) equity shares having face value of INR 10/- (INR Ten Only) each of Spark Minda - Toyodenso India Private Limited aggregating to INR 258,000,000.

• Invested in 10,000,000 (Ten Million Only) equity shares having face value of INR 10/- (INR Ten Only) each of Spark Minda Green Mobility Systems Private Limited aggregating to INR 100,000,000

CORPORATE SOCIAL RESPONSIBILITY

Your Company has the policy of giving back to the society and has carried a host of CSR activities this year. In line with the requirement of Section 135 of the Companies Act, 2013, your Company is having a Corporate Social Responsibility & Sustainability Committee. The details of Committee are provided in Corporate Governance Report. The CSR Policy of the Company is available on its website at the link:https://sparkminda.com/ Uploads/prospectus/1789pdctfile_1699pdctfile_1579pdctfile_ Policv-on-Corporate-Social-Responsibility.pdf

Spark Minda Foundation (A wholly owned subsidiary of the Company) a non-profit Company registered under Section 8 of the Companies Act, 2013 is the implementing agency for implementation of CSR activities. The details of the CSR initiatives undertaken during the financial year ended 31^st March, 2026 and other details required to be given under section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended are given in Annexure-I forming part of this Report.

A detailed discussion on CSR Projects and initiatives are included as a separate section in the Annual Report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of The Companies (Accounts) Rules, 2014, is annexed herewith at Annexure-II to this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The percentage increase in remuneration, ratio of remuneration of each director and Key Managerial Personnel (KMP) (as required under the Companies Act, 2013) to the median of employees' remuneration, as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given at Annexure-III to this Report.

The statement containing particulars of employees as required under Section 197(12) of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate exhibit forming part of this report and is available on the website of the Company. at the link https://sparkminda.com/Uploads/prospectus/2094pdctfile_ ExhibittoDirectorReportFY25-26.pdf

Further, the average annual increase in the remuneration of employees (excluding Managerial Personnel) during the financial year 2025-26 was 9.39%, while the average increase in the remuneration of the Managerial Personnel, comprising the Chairman & Group CEO, Executive Directors and other Key Managerial Personnel (KMPs), was 27%, after taking into account new recruitments and other variable pay.

The increase in remuneration is in line with prevailing market trends and the Company's remuneration policy. To ensure that remuneration appropriately reflects the Company's performance, the performance-linked pay is aligned with both the overall organizational performance and the individual performance of the concerned employees.

The comparatively higher percentage increase in the remuneration of Managerial Personnel during the year is primarily attributable to changes in the Key Managerial Personnel during the year under review. Mr. Ajay Agarwal was appointed as Group CFO, President - Finance & Strategy with effect from February 5, 2026. Further, Mr. Vinod Raheja continued to serve as Group CFO of the Company until November 30, 2025. Consequently, the remuneration paid during FY 2025-26 reflects the overlap in the tenure of the outgoing and incoming Group CFOs, resulting in a higher average increase in the remuneration of KMPs for the year.

The Annual Report and accounts are being sent to the shareholders excluding the aforesaid exhibit. Shareholders interested in obtaining this information may access the same from the Company website or send a written request to the Company at investor@mindacorporation.com.

In accordance with Section 136 of the Companies Act, 2013, this exhibit is available for inspection by shareholders at the website of the Company and at the Registered Office of the Company during business hours on all working days, 21 days before the Annual General Meeting and copies may be made available on request.

STATUTORY AUDITORS AND REPORT

"The Statutory Auditors, M/s. S.R. Batliboi & Co. LLP, Chartered Accountants (Firm Registration No. 301003E/E300005) would hold office until the upcoming Annual General Meeting upon completing their initial five-years term. Based on the Audit Committee's recommendation, the Board proposes their reappointment for a second consecutive five-year term, effective from the conclusion of 41^st Annual General Meeting until the 46^th Annual General Meeting.

The Company has received the necessary consent and eligibility certificate, ensuring compliance with provisions of Companies Act 2013.

The Board of Directors of the Company as per the recommendation of Audit Committee has approved the remuneration payable to S.R. Batliboi & Co. LLP, (FRN:301003E/E300005), Chartered Accountants for the year 2026-27 at INR 10,200,000/- (Rupees Ten Million Two Hundred Thousand Only) plus taxes and out of pocket expenses as Statutory Audit fees.

Audit Reports on Standalone Financial Statements and Consolidated Financial Statements are self- explanatory and do not call for any further comments under Section 134 of the Companies Act, 2013. The Auditors Report to the shareholders for the year under review does not contain any qualification. No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

SECRETARIAL AUDITORS AND REPORT

BMP & CO LLP, Company Secretaries (FCS-8750, CP No.- 8239), were appointed at 40th AGM held on 18th August 2025 for a term of five years to conduct the secretarial audit of the Company as required under Section 204 of the Companies Act, 2013 and Rules made there under. The Secretarial Audit Report for financial year 2025-26 forms part of this Annual Report as

Annexure-IV to this Directors' Report. There is no observation or Negative qualification in the report.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

COST AUDITORS

The cost accounts and records as required to be maintained under Section 148(1) of the Companies Act, 2013 are duly made and maintained by the Company.

The Board of Directors has appointed Chandra Wadhwa & Co., Cost Accountants as Cost Auditors (Firm Registration No. 00239) for conducting the audit of cost records made and maintained by the Company for the financial year 2026-27 pursuant to Section 148 of the Companies Act, 2013.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the remuneration payable to the Cost Auditor for financial year 2026-27 is required to be ratified by the members; the Board recommends the same for approval by members at the ensuing 41^st Annual General Meeting.

No frauds have been reported by the Auditors under Section 143(12) of the Companies Act, 2013 requiring disclosure in the Board's Report.

LISTING

Equity Shares of your Company are presently listed at National Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited (BSE). The Annual Listing fees for financial year 2026-27 have been paid to the concerned Stock Exchanges.

SECRETARIAL STANDARDS

During the year under review, the Company has complied with the provisions of the applicable Secretarial Standards issued by the Institute of Companies Secretaries of India. The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

ANNUAL RETURN

The Annual Return of the Company in accordance with Section 92(3) of the Companies Act, 2013 is available on the website of the Company at https://sparkminda.com/investor-relations/ annual-returns

PERFORMANCE OF SUBSIDIARIES

The consolidated financial statements of the Company prepared in accordance with the Companies Act, 2013 and applicable accounting standards form part of the Annual Report. The consolidated financial statements include the financial statements of its subsidiary Companies.

The details of Subsidiaries, Joint Ventures and Associates of the Company for the year ended March 31, 2026 is given as under:

Pursuant to the provisions of section 136 of the Companies Act, 2013, the financial statements including consolidated financial statements along with the relevant documents and audited accounts of subsidiaries are available on the website of the Company at https://sparkminda.com/investor-relations/annual- reports-of-subsidiaries

Pursuant to section 129 of the Companies Act, 2013 a statement in Form AOC-1, containing the salient features of the financial statements of the Company's subsidiaries is attached with the financial statements. The statement provides details of performance and financial position of each of the subsidiaries. The contribution of the subsidiaries to the overall performance of the company is given in the consolidated financial statements.

The Financial Statements of the subsidiaries shall be made available to the shareholders seeking such information and shall also be available for inspection at its Registered Office.

The Policy for determining material subsidiaries as approved may be accessed on the Company's Website in investor section: https://sparkminda.com/Uploads/ prospectus/1793pdctfile_1764pdctfile_Policy-on-Material-Non- Listed-Subsidiary.pdf

During the year and till the date of report, following changes took place in status (cessation or forming) of Subsidiary Companies/ Joint Ventures/ Associates

Changes in Subsidiaries, Joint Ventures and Associate Companies

Pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the following changes occurred in the status of the Company's subsidiaries, joint ventures and associate companies during the financial year under review and up to the date of this Report:

Name of Entity: Spark Minda-Toyodenso India Private Limited

Shareholding of MCL: 60%

Date of Incorporation : 21/08/2025

Incorporated as Subsidiary

ADEQUACY OF INTERNAL FINANCIAL CONTROL

Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, timely prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has put in place well defined procedures, covering financial and operating functions. Delegation of authority and segregation of duties are also addressed to ensure that the financial transactions are properly authorized. Further the Company has an integrated ERP system connecting head office, plant and other locations to enable timely processing and proper recording of transactions. Physical verification of fixed assets is carried out on a periodical basis. The Internal audit department reviews the effectiveness of the internal control systems and key observations are reviewed by the Audit Committee. These, in the view of the Board, are designed to collectively provide an adequate system of internal financial control with reference to the financial statements commensurate with the size and nature of business of the Company.

RISK MANAGEMENT

The company has developed and implemented a detailed risk management policy for the Company including identification therein of elements of risk, if any, which in the opinion of the Board may threaten the existence of the Company as required under the Companies Act, 2013 read with Regulation 21 of the Listing regulations.

The Company has constituted a Risk Management Committee of the Board comprising of an executive director, a Nonexecutive director (Nominee Director) and an independent director of the Company as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Committee reviews the risk management initiatives taken by the Company on quarterly basis and evaluate its impact and the plans for mitigation. During the year, the Committee met on July 11, 2025, and February 04,

2026. The Risk Management Policy can be accessed on the Company's website at the link: https://sparkminda.com/Uploads/ prospectus/1792pdctfile_1781pdctfile_RiskManagementPolicy. pdf

This policy forms part of the internal control and corporate governance process of the Company. Basically, the aim of this policy is not to eliminate risks, rather to mitigate the risks involved in the Company activities to maximize opportunities and minimize adversity by considering the following: -

• Identification of risk, define ownership with clearly defined roles and responsibilities;

• Balance between the cost of managing risk and the anticipated benefits;

• Contributing to more efficient use/allocation of capital and resources;

• To encourage and promote a pro-active approach towards risk management;

• Identifying any unmitigated risks and formulating action plans for its treatment through regular review.

HUMAN RESOURCES

FY 2025-26 begins with Spark Minda Group continuing to strengthen its position as an employer of choice. Building on the recognition of being a "Great Place to Work" certified in the previous year, the organisation has deepened its focus on Diversity, Equity & Inclusion, creating meaningful employee experiences and cultivating talent from within. We have also been certified with "Incredible Workplace" certification. Our HR vision remains centered on shaping a Future Ready Organisation, co-created with business leaders and anchored on five strategic pillars:

1. Culture of Excellence

2. Leadership Development

3. Career Management & Internal Mobility

4. Agile Organization

5. Leveraging HR Technology

Aligned with Vision 2030, Spark Minda aims to grow significantly— targeting a 3.5x increase in revenue, achieving 12.5% EBITDA, raising ROCE above 25% and reducing the debt ratio to 0.3x. This evolving HR strategy emphasizes holistic employee engagement, motivation and leadership growth, empowering managers to inspire and lead effectively while advancing digital innovations that enhance agility and responsiveness.

Digital Engagement with Amber

In FY 2025-26, Spark Minda introduced Amber, an AI-powered engagement tool developed by InFeedo. Amber interacts with employees at key milestones (such as 15 days, 45 days, 90 days, etc after joining) through Teams and Outlook, gathering feedback and concerns in real time. Using sentiment analysis, Amber generates insights including Engagement Scores, NPS and Mood Scores. Importantly, it identifies employees at risk of disengagement or attrition by placing them in the "People to Meet" category, enabling HR leaders to proactively address challenges and strengthen retention.

Beyond early touchpoints, Amber continuously monitors employee sentiment, creating a dynamic pulse of organizational health. This allows HR to detect emerging trends in morale, pinpoint areas requiring intervention and track the effectiveness of engagement initiatives over time. By combining AI-driven analytics with human empathy, Amber empowers managers to take timely, personalized actions that foster trust and belonging. The tool also supports leadership accountability by providing actionable dashboards, helping leaders understand how their teams are feeling and where improvements can be made. With Amber, Spark Minda is embedding a culture of listening and responsiveness - critical to sustaining long-term engagement and reducing attrition.

Talent Acquisition

Complementing employee engagement, Spark Minda Group continues to strengthen its hiring ecosystem by embedding digital-first practices that ensure transparency, speed and fairness across the recruitment cycle. Our approach remains rooted in the philosophy of Nurturing Talent, with a strong emphasis on internal mobility through structured Internal Job Postings (IJP). In FY 2025 - 26, we are enhancing the Job Rotation framework to create richer career pathways, fostering a culture of continuous learning and growth. Alongside this, we are investing in the capability-building of our Talent Acquisition team to align with evolving business needs and industry benchmarks.

Group Term Insurance

Spark Minda Group has introduced an employer sponsored Group Term Insurance Policy to provide financial security to the families of deceased employees. This initiative reflects our values of care and protection, ensuring stability during times of loss while reinforcing employee confidence in the organization. Coverage ranges from a minimum of INR20 Lakhs to a maximum of INR1 Crores, or up to twice the employee's annual CTC (whichever is higher), with premiums fully borne by Spark Minda Group.

Learning & Development

• Building Functional Excellence:

Spark Minda develops internal Talent Champions through a wide range of capability-building initiatives such as SAP: License to Operate, Catalyst - HRBP Capability Development Program, PMG Capability Building Program, Project Management Certification, Japanese Language Training, ER Workshops, Goal Setting Workshops, Quality Competency Building, Spark Product Pro, Driving Operational Excellence, Electronics Capability Building, Free Cash Flow, Finance for Non-Finance, LEAD Program for Young Spark - GETs, Six Sigma Black Belt Certification and many other functional excellence programs. These initiatives aim to strengthen employees' skills, knowledge, analytical capabilities and execution excellence for sustained growth and business success.

• Developing Future Leaders:

To embed the core value of Passion for Excellence, Spark Minda invests in building a diverse leadership pipeline through programs such as Managerial Development Program, Supervisors & Line Leaders Development Program, Associate Development Program, Associate to Staff Development Program and Future Ready People Leadership Development Program. These interventions prepare employees for higher responsibilities and future leadership roles.

• Digital Learning Through Gurukul:

Spark Minda Gurukul, the digital learning platform, offers self-paced learning modules on digital skills, technical capabilities, leadership, managerial effectiveness and organization-specific knowledge. Mandatory courses such as POSH, Vision-Mission-Values, Code of Conduct, Whistle Blower, Cybersecurity Awareness, 5S & GENBA are completed by all new joiners during induction, reinforcing organizational culture and compliance.

• Spark Minda Immersion Center:

Spark Minda is strengthening employee onboarding through a Digital Immersion Center designed to deliver a focused and engaging induction experience for all new joiners. Leveraging advanced technologies such as Virtual Reality (VR) and Augmented Reality (AR), the center provides an interactive introduction to the organization's culture, products, processes, safety practices and workplace environment, creating a world-class joining experience.

• Leadership Collaboration Excellence:

Programs such as Teaming @Top are specially designed for EC & SMC Members to strengthen strategic collaboration, enterprise leadership and cross-functional alignment. These interventions are further reinforced through practical business projects, enabling leaders to convert learning into measurable organizational impact.

• Accelerating Leadership Growth: Spark Minda empowers high-performing talent through premier long-term executive education programs from institutions such as IIMs, IITs, IISc, XLRI and global institutes like Wharton School. Programs including CEO & COO Programme by Indian Institute of Management Kozhikode, Emerging CFOs Programme by Indian Institute of Management Indore and strategic masterclasses by Ram Charan equip leaders with strategic thinking, innovation mindset, financial acumen and the ability to lead complex business transformations.

Talent Management

Over the past year, Spark Minda Group has strengthened and institutionalized its talent identification and development processes, while continuing to build a future-focused leadership pipeline. Key advancements and the way forward include:

• Structured High-Potential Identification: The organization has embedded the 9-Box (9-Grid) model as a core framework for assessing performance and potential, enabling more objective and data-driven identification of high-potential (HiPo) talent. This approach has enhanced the quality of talent discussions and succession planning. Going forward, the focus will be on further refining assessment criteria and integrating digital tools to improve consistency and predictive insights.

• Development Centres & Individual Development Planning: Development Centres have been increasingly leveraged to assess capability gaps and design targeted Individual Development Plans (IDPs), particularly for successors in critical roles. These interventions are now more structured and closely aligned with business needs. The next phase will focus on scaling these assessments, linking them more tightly with succession pipelines and tracking development outcomes through digital platforms.

• Career Pathing & Leadership Capability Building: The organization has made significant progress in defining career pathways and strengthening internal mobility frameworks, supported by competency-based assessments. This has enabled the creation of a more transparent and merit- driven growth environment.

Looking ahead, the focus will be on deepening a high- performance culture, enhancing role clarity and equipping emerging leaders with future-ready skills—including digital, strategic and leadership capabilities—ensuring readiness for evolving business challenges.

Leadership Development

Over the past year, leadership development efforts have become more systematic and assessment-driven, with Development Centres playing a pivotal role in identifying capability gaps and readiness levels. Insights from these assessments are translated into Individual Development Plans (IDPs), enabling targeted and need-based learning interventions for emerging and established leaders.

It is increasingly being integrated with broader Capability Development initiatives, ensuring alignment with functional and organizational priorities. Structured programs across levels— ranging from managerial and supervisory development to specialized functional capability-building interventions—are enabling a more holistic development approach.

Going forward, the focus will be on:

• Strengthening the linkage between Development Centre outcomes, IDPs and leadership programs to ensure sharper development impact

• Building future-ready capabilities, including digital acumen, strategic leadership and cross-functional agility

• Aligning development efforts more closely with Talent Review Cycle (TRC) and Succession Planning frameworks

This integrated ecosystem ensures that leadership development at Spark Minda is not just program-driven, but deeply embedded into the talent lifecycle, enabling the organization to build a strong, agile and future-ready leadership bench.

Associate Development

Spark Minda Group is committed to empowering its associates through the Associate to Staff initiative, which provides structured pathways for career progression and capability enhancement. Focused on skill development, continuous learning and leadership readiness, this program enables associates to transition into staff roles, fostering internal growth and long term engagement. Alongside individual development, equal emphasis is placed on the overall advancement of our factories - driving operational excellence, modernizing processes and creating inclusive workplaces that nurture both people and performance. Together, these efforts strengthen our talent pipeline while ensuring sustainable organizational growth.

Culture Building

Spark Minda Group continues to strengthen its organizational culture through daily practices that foster discipline, collaboration and excellence. Initiatives such as the Daily Sunrise Meeting ensure alignment and transparency across teams, while the

Gemba walks & 5S culture reinforce workplace efficiency and continuous improvement. A strong emphasis on basic hygiene and safety standards reflects our commitment to employee well being and participation in CII Excellence programs drives benchmarking against industry best practices. Together, these efforts create a culture of accountability, innovation and care - laying the foundation for sustainable growth and a future ready workforce.

Competitive, Lean & Agile (CLA)

Spark Minda Group is driving operational excellence through the CLA (Competitive, Lean & Agile) Project, which focuses on enhance efficiency and reduce waste. By revisiting the organizational structure and streamlining workflows, the initiative aims to eliminate duplicity of work, improve responsiveness and foster a culture of innovation. These efforts not only strengthen productivity but also align with our broader vision of building a future ready, agile organization.

Job Rotation Philosophy

Job Rotation is being repositioned as a strategic development intervention to build cross-functional capability, enhance business understanding and strengthen internal mobility. The framework is being reimagined across four key dimensions— across geographies, across business verticals, within functions (role enrichment) and across functions—to ensure broader exposure and more meaningful career development.

Going forward, Job Rotation will be closely integrated with Talent Reviews, IDPs and succession planning, ensuring that movements are purpose-driven and aligned with individual potential and organizational needs. It is also being positioned as a key lever for career progression, with direct linkage to promotion decisions, reinforcing a culture where diverse experience and agility are critical enablers of leadership growth and future readiness.

Young Sparks (Campus Program)

The Young Sparks Program continues to be the flagship early- career initiative of Spark Minda Group, playing a pivotal role in building a strong and sustainable pipeline of emerging talent. Since its re-establishment in 2023, the program has been firmly embedded in the annual HR calendar and has demonstrated strong success in select functions, contributing meaningfully to capability building and early integration of young professionals into the organization.

The program is designed as an end-to-end talent pipeline, beginning with the induction of Summer Interns, who are assessed through structured engagements and, based on performance, offered Pre-Placement Offers (PPOs) to join the organization as Management Trainees (MTs). This structured approach enables early identification and nurturing of high- potential talent aligned with organizational needs.

Through well-defined onboarding frameworks, focused technical and behavioral training and strong mentorship support, the program enables participants to transition effectively into their roles, contributing fresh perspectives, innovation and agility to the workforce.

Building on the success achieved so far, the way forward is to:

• Scale and replicate the program across all key functions and business units, ensuring consistent impact organizationwide

• Strengthen the intern-to-MT conversion pipeline through more structured evaluation and engagement models

• Develop an accelerated development and career progression framework for high-performing Young Sparks, enabling faster readiness for critical roles

• Enhance learning pathways, cross-functional exposure and mentorship mechanisms to build well-rounded future leaders

This expanded and structured approach reinforces Spark Minda's commitment to developing future-ready talent from early career stages, while building a robust leadership pipeline to support long-term organizational growth.

AWARDS

During the year under review, your Company has received awards and recognitions, which have been mentioned in Award section of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Your Company remains firmly committed to maintaining the highest standards of ethical, moral, and legal conduct in all its business operations. In furtherance of this commitment, a robust Vigil Mechanism/Whistle-blower Policy is in place, providing an effective platform for employees, directors, customers, vendors, and other stakeholders to report genuine concerns and grievances. The policy is designed to foster a culture of integrity, transparency, and accountability, and encourages the reporting of concerns without fear of retaliation or victimisation. The framework is aligned with the applicable provisions of the Companies Act, 2013 and the Listing Regulations with the Stock Exchanges. Stakeholders are provided direct access to the designated Whistle-blower Ombudsman as well as the Chairperson of the Audit Committee through multiple communication channels, including email, post, and telephone. During the year under review, no person has been denied access to the Audit Committee, and all complaints received, along with the corresponding action taken reports, were duly reviewed by the Committee.

In addition, the Company has further strengthened its compliance framework by undertaking a comprehensive review of its policies and procedures from an Anti-Bribery and Anti-Corruption (ABAC) perspective. Pursuant to this review, the Company has implemented a robust ABAC Policy in line with industry best practices and applicable legislations, including the Prevention of Corruption Act, 1988, the U.S. Foreign Corrupt Practices Act, 1977, and the UK Bribery Act, 2010. The Company is in the process of conducting organisation-wide training programmes to enhance awareness among employees regarding legal requirements, ethical standards, and risk mitigation measures, thereby reinforcing its commitment to a zero-tolerance approach towards bribery and corruption.

Our policy strongly encourages employees and other stakeholders to report any serious concerns or disclosures without fear of retaliation within the company. Additionally, the policy is publicly available on the company's website at the following link: https://sparkminda.com/Uploads/ prospectus/1802pdctfile_1695pdctfile_1575pdctfile_Whistle_

Blower_Policv_unsigned(1).pdf

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE POLICY

As per the requirement of "The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (Act')" and Rules made there-under, your Company has constituted Internal Complaint Committees (ICC). The Company has zero tolerance for sexual harassment at workplace. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have requisite experience in handling such matters. During the year, one (1) complaint was received under the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The details are mentioned as below:

• No of complaints of sexual harassment received in the financial year 2025-26: 1

• No of complaints disposed of during the financial year 2025-26: 1

• No of cases pending for more than ninety days: 0

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOP referred to in this Report.

3. Neither the Executive Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. Ms. Pratima Ram, Independent Director of the company also holds position of Independent Director on the board of Minda Instruments Limited, material Subsidiary of the Company, receives sitting fee for attending Its Board/Committee Meetings. Mr. N.K. Modi also holds the position of CEO and Executive Director of Minda Instruments Limited as an additional responsibility. However, he received remuneration only from Minda Corporation Limited during the year under review.

4. No significant material orders have been passed by the regulators or court(s) or tribunal(s) which would impact the going concern status of the Company and its future operations.

5. No such order is passed by any Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

6. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with status at the end of the financial year: NOT APPLICABLE

7. Details of difference between the amount of valuation done at the time of one-time settlement and valuation done while taking loan from the Banks or Financial Institutions along with reasons thereof: NOT APPLICABLE

8. Your Company has not given, whether directly or indirectly and whether by means of a loan, guarantee, the provision of security or otherwise, any financial assistance for the purpose of, or in connection with, a purchase or subscription made or to be made, by any person of or for any shares in the Company.

9. Further, in line with the requirements of Regulation 25(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has in place a Directors and Officers Liability Insurance policy

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Pursuant to the provisions of the Companies (Accounts) Amendment Rules, your Directors declare and confirm that the Company is in full compliance with the provisions of the Maternity Benefit Act, 1961, and all applicable statutory regulations. The Company is dedicated to providing a safe, supportive, and inclusive environment for its women employees. In alignment with these statutory requirements, the Company extends up to 26 weeks of paid maternity leave, necessary medical bonuses, and paid nursing breaks to eligible employees. Furthermore, the Company maintains adequate creche facilities and necessary workplace provisions as mandated by law. During the financial year under review, there were no deviations or non-compliances reported concerning maternity benefits.

EVENT OCCURRED AFTER BALANCE SHEET DATE

No major events have occurred after the date of balance sheet of the Company for the year ended on March 31, 2026.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act,2013 there is no material change and commitment, affecting the financial position of the company which has occurred between the end of the financial year i.e. March 31, 2026 and the date of this report.

APPRECIATIONS AND ACKNOWLEDGMENTS

Your Directors place on record their appreciation of the invaluable contribution made by the Company's employees which made it possible for the Company to achieve these results. They would also like to take this opportunity to thank customers, dealers, suppliers, bankers, financial institutions, business associates and valued shareholders for their continued support and encouragement.