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DIRECTOR'S REPORT

Cummins India Ltd.

You can view full text of the latest Director's Report for the company.
Market Cap. (₹) 150242.40 Cr. P/BV 17.73 Book Value (₹) 305.74
52 Week High/Low (₹) 6100/3494 FV/ML 2/1 P/E(X) 63.61
Bookclosure 17/07/2026 EPS (₹) 85.20 Div Yield (%) 1.22
Year End :2026-03 

The Board of Directors take pleasure in presenting the Sixty-Fifth Annual Report including inter-alia Directors' Report,
its annexures and audited financial statements (including standalone & consolidated financial statements along
with respective Auditors' Report and notes thereon) for the Financial Year ended March 31, 2026. The consolidated
performance of your Company, its joint venture and associate has been referred to wherever required.

During the Financial Year 2025-26, revenue from
operations was H 12,143.19 Crores as compared to
H 10,339.40 Crores during the previous year (17%
higher). Profit after tax increased to H 2,330.18
Crores from H 1,905.78 Crores recorded for the
previous year (22% higher).

During the Financial Year 2025-26, revenue from
operations was H 12,143.19 Crores as compared to
H 10,390.69 Crores during the previous year (17%
higher). Profit after tax increased to H 2,361.75
Crores from H 1,999.94 Crores recorded for the
previous year (18% higher).


1. FINANCIAL RESULTS:

Financial Summary

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

APPROPRIATION OF PROFIT:

Profit before taxation

3,054.39

2,496.14

3,085.95

2,592.81

Net Profit for the year after tax

2,330.18

1,905.78

2,361.75

1,999.94

Dividend

1,483.02

1,053.36

1,483.02

1,053.36

* Includes Exceptional Items amounting to H (50.05) Crores (F.Y. 2024-25: H Nil) and H (81.61) Crores (F.Y. 2024-25: H Nil) in the Standalone and
Consolidated Financial Statements respectively.

2. RESERVES:

The closing balance of reserves, including retained earnings, of your Company as at March 31, 2026, was H 7,842.37
Crores. During the financial year, no amount was proposed to be transferred to the Reserves.

3. BUSINESS UPDATE AND STATE OF COMPANY'S AFFAIRS:

The information on Company's affairs and related aspects is provided under Management Discussion and Analysis
Report, which has been prepared,
inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, and forms part of this Annual Report.

4. DIVIDEND:

Your Directors have recommended a final dividend of H 46/- (i.e. 2,300%) per equity share of H 2/- each fully
paid-up in their meeting held on May 27, 2026, in addition to the interim dividend of H 20/- (1,000%) per equity
share of H 2/- each fully paid-up declared on February 04, 2026, aggregating to H 66/- (i.e. 3,300%) per equity
share of H 2/- each fully paid-up for the financial year ended March 31, 2026 (previous year H 51.50/- per equity
share i.e. 2,575%). The final dividend is subject to approval of the Members at the ensuing Annual General Meeting
and shall be subject to deduction of tax at source as per applicable laws.

The final dividend recommended, and the interim dividend paid is in accordance with the principles and criteria as
set out in the Dividend Distribution Policy of your Company.

5. SHARE CAPITAL:

The paid-up share capital of your Company is H 55,44,00,000/- divided into 27,72,00,000 fully paid-up equity
shares of H 2/- each as on March 31, 2026. Your Company has not come up with any issue (public, rights or
preferential) during the year. There was no change in the share capital during financial year 2025-26.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

The Board is pleased to provide details of the following subsidiaries, joint ventures and associates as on
March 31, 2026:

a) Cummins Sales & Service Private Limited (CSSPL):

Your Company has sold 100% stake in its wholly owned subsidiary, namely, Cummins Sales & Service Private
Limited ("CSSPL") and gain amounting to H 44.15 Crores and H 12.59 Crores has been recorded in the standalone
and consolidated financial statements respectively for the year ended March 31, 2026. Consequent to the
transfer of its shares, CSSPL ceased to be a subsidiary of your Company effective April 01, 2025.

b) Valvoline Cummins Private Limited (VCPL):

VCPL, a 50:50 joint venture between Valvoline International Inc., USA, one of the global leaders in lubricants
and engine oils, and your Company, VCPL generated a revenue of H 3,010.66 Crores from its operations for
the year ended March 31, 2026, as compared to H 2,353.37 Crores during the previous year (28% higher).

c) Cummins Generator Technologies India Private Limited (CGTIPL):

Your Company owns 48.74% shareholding in the Associate Company namely CGTIPL which is in the business
of design, manufacturing, marketing, sales and service of alternators and related spare parts. CGTIPL
generated revenue of H 2,334.16 Crores from its operations for the year ended March 31, 2026, as compared
to H 2,011.89 Crores during the previous year (16% higher).

Further, during the financial year under review, the Company had acquired equity shares of Clean Max Yellowstone
Private Limited ("Clean Max") a Special Purpose Vehicle, by investing an amount up to H 2.70 Crores aggregating to
8.78% of the equity share capital of Clean Max, for procuring renewable power (Solar/wind/hybrid) for the
factories/premises of the Company.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consolidated
financial statements of your Company, its joint venture and associate companies, prepared in accordance with the
applicable Indian Accounting Standards (Ind AS) notified under the Companies (Indian Accounting Standards)

Rules, 2015, as amended, form part of this Annual Report.

Further, a statement containing the salient features of the financial statement of subsidiaries, associate
company and joint venture in the prescribed Form AOC-1 is appended as
Annexure '1' which forms part of this
Annual Report.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of your Company,
and consolidated financial statements along with relevant documents are available on the website of your
Company on
https://www.cummins.com/en/in/investors/india-financials.

7. CHANGE IN THE NATURE OF THE BUSINESS:

During the year under review, there was no change in the nature of the business pursuant to Section 134 of the
Companies Act, 2013, and the Companies (Accounts) Rules, 2014.

8. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

No loan or guarantee was given, or investment was made by your Company during the financial year 2025-26
pursuant to Section 186 of the Companies Act, 2013.

9. DEPOSITS:

Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013, read with the
Companies (Acceptance of Deposits) Rules, 2014, during the financial year 2025-26.

10. FUND RAISING BY ISSUANCE OF DEBT SECURITIES, IF ANY:

Pursuant to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, read with SEBI Circular
No. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors confirm that your
Company is not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, your
Company has not raised any funds by issuance of debt securities.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the financial year 2025-26, no materially significant related party transactions were entered into by your
Company, that may have potential conflict with the interests of your Company, at large.

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act,
2013, in the prescribed Form AOC-2 is appended as
Annexure '2' which forms part of this Annual Report.

The Policy on materiality of related party transactions as approved by the Board can be accessed on your
Company's website at the link:
https://www.cummins.com/en/in/investors/india-corporate-governance.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, related party
transactions have been disclosed under significant accounting policies and notes forming part of the Financial
Statements in accordance with relevant accounting standards.

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the resolution for seeking
approval of the Members on material related party transactions is being placed at the ensuing Annual General
Meeting scheduled on August 06, 2026.

12. CONSERVATION OF ENERGY:

During the financial year 2025-26, your Company remained committed to enhancing energy efficiency through the
implementation of energy conservation initiatives at all its facilities.

Your Company generated a total of 60,08,042 kWh of electricity from existing and new onsite solar installations.
Facility wise details of the same are mentioned below:

Site

Solar PV installation capacity
(in kWp)

On-site solar energy
generation (in kWh) in FY 25-26

Kothrud Engine Plant, Pune

4,400

40,84,421

Power Generation Plant, Phaltan

521

5,90,095

Megasite, Phaltan

875

7,14,350

Cummins Residential Campus

240

2,64,708

Truck Terminus

57.4

67,044

Pirangut Power System Plant, Pune

150

1,52,799

PSBU Test Cell Operations

120

1,34,625

Total

6,363.4

60,08,042

At the Kothrud Engine Plant (KEP), Pune, renewable energy initiatives were strengthened through continued
operation of rooftop solar installations and implementation of Solar Phase VI comprising a 160 kWp PV car port
installation, along with continued offsite procurement of solar and wind power. With a cumulative installed solar
capacity of 4,400 kWp, KEP generated 40.84 lakh units (kWh) of electricity during the financial year 2025-26. In
addition, energy-efficient ventilation systems, compressed air leakage reduction initiatives (468 cfm to 463 cfm),
air circulator automation systems, and low-cost no-cost projects were implemented, contributing to improved
energy efficiency.

At India Parts Distribution Centre (IPDC), initiatives such as HVAC automation, installation of energy-efficient
compressors, deployment of High Volume Low Speed (HVLS) fans, and application of engineering controls
resulted in energy savings of 1,27,618 kWh and cost savings of H 17.86 lakh during the financial year 2025-26.

At the Cummins Power Generation (CPG) facilities, installation of solar diffuser lights and replacement of
conventional lighting with energy-efficient LED fixtures across shop floors, test cells, and outdoor areas resulted in
energy savings of 74,276 kWh and estimated annual cost savings of H 7.31 lakh.

At the Cummins Master Rebuild Centre (MRC), at Phaltan, replacement of energy-efficient pumps and installation
of HVLS fans in test cell areas resulted in cumulative energy savings of 27,540 kWh and cost savings of H 3.31 lakh
during the financial year.

At the Power System Business Unit (PSBU) Test Cell operations, energy optimization initiatives including unplugged
actions, PLC-based cooling tower optimization, chilled water system logic modification, lighting upgrades, and
automated lighting controls resulted in energy savings of 5,01,637 kWh and cost savings of approximately
H 59.02 lakh.

13. RESEARCH & DEVELOPMENT AND TECHNOLOGY ABSORPTION:

Your Company is committed to introducing new products and improving existing products to have better
performance levels, lower life cycle costs, excellent safety, recyclability characteristics and meet stringent emission
norms tailored for the specific needs of the Indian industry.

Your Company continues this endeavor by developing the next generation of systems and solutions in
collaboration with the parent company i.e., Cummins Inc., USA.

Improved technical productivity, through new methodologies and technologies, is being continuously pursued to
reduce the costs associated with new product development and customer support. An example of this is the
further enhanced use of analysis-led design and simulation based tools for product development through
computer models that help minimize hardware testing and therefore accelerate product development cycle times
with reduced product testing.

A. New Product Development:

The following new Products were developed or marketed or sold or launched as part of the above initiatives
during the year:

• Rail product development: Developed horizontal engine for high speed self-propelled accident relief train
(HS SPART) application,

• Large size 95L product development for Marine power generation for Navy fleet support ship.

• Export-ready Euro Stage V Compliant Products: Introduced a new product line for the EU market,
meeting the stringent Euro Stage V emission norms, under this exports have also commenced.

• CPCBIV Norm Range product 82.5 kVA with X3.7 certified and launched.

• QSM15 Chile phase II- LPO units shipped to LATAM region leveraging CPCBIV architecture.

• Test Facility for genset recently upgraded with advance safety standards and integrated controls to
support extensive development validations.

• New bench testing rig was introduced for cylinder block buster test supporting development testing of
India manufactured blocks for global use.

• CEV BS V, new regulatory emission rollout for Construction Equipment Vehicles (CEVs) and Trem IV and
V for combined harvester was carried out.

• Developing 'fit-for-market' solutions to meet export emission requirements

• New parent and child ratings additions; expanding the product portfolio with new OEM additions,
telematics integration, new software calibration options and continued product compliances.

• RECD (retrofitment emission control devices) development and approvals for CPCB I and CPCB II engines.

• Catering to global markets (EU regions, US) and certifications related to EU Stage V, Tier III, Stage III A,
Euro III etc.

Further, your Company continues to strengthen its channel presence through its Genset Original Equipment

Manufacturers partners and have added 12 additional sales dealers across various geographies.

B. Benefits derived as a result of the above activities are:

1. Enhanced product and service capabilities through use of electronic tools and simulation software to
deliver improved engine performance;

2. Enhanced capability to tailor engine designs to improve value proposition for customers through
delivering superior power output, fuel economy, transient response and reduced emissions;

3. Product and component availability to meet the new emission norms ahead of implementation;

4. Safer, recyclable, reliable, durable, and performance-efficient products and critical components; and

5. Improved component indigenization capability through enhanced test capability, rig test and flow bench
development and availability.

C. Future plans include:

1. Technological innovation to add value to products in the areas of alternate fuels, power electronics,
battery energy storage systems, Microgrid and hybrid engines;

2. Continued expansion of the product range to serve the needs of both local and global market; and

3. Continued focus on indigenization and partnering with suppliers for waste elimination initiatives.

D. Your Company continues to draw benefits from its parent company i.e., Cummins Inc.'s technology, advanced

engineering, and research. With this support your Company is committed to develop advanced fuel-efficient

and emission-compliant products that use a variety of energy sources and comply with future domestic

emissions and carbon dioxide targets. These help to reduce greenhouse gas emissions and improve air quality,
whilst also enabling the products to deliver superior performance, reliability, durability, and recyclability.

E. Expenditure on Research & Development (R&D):

The total expenditure on R & D was as follows:

Particulars

2025-26

2024-25

On capital account

5.89

7.23

On revenue account

4.65

3.28

Total

10.54

10.51

Total R&D expenditure as a percentage of total sales turnover

0.09%

0.10%

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company continues to be Net Foreign Exchange Earner. During the financial year under review, your Company
exported 5,022 engines and 6,369 generator sets. Foreign exchange earned in terms of actual inflows and foreign
exchange outgo in terms of actual outflows were as follows:

1 Particulars

2025-26

2024-251

Foreign exchange earnings*

2,232.32

1,727.23

Foreign exchange outgo*

2,083.64

1,493.43

* Equivalent value of various currencies

15. MANAGEMENT DISCUSSION & ANALYSIS AND CORPORATE GOVERNANCE REPORT:

The Management Discussion and Analysis Report and the Corporate Governance Report which forms part of this
Report are appended as
Annexure '3' and '4' respectively.

Your Company has obtained a Certificate from Practicing Company Secretary confirming compliance with
conditions of the Code of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 (including amendments thereof) and the same is appended as
Annexure '6' which forms part of this Report.

Your Company has received a Certificate from Practicing Company Secretary confirming that none of the Directors
on the Board of your Company have been debarred or disqualified by Ministry of Corporate Affairs or Securities
and Exchange Board of India or any such statutory authority from being appointed/continuing as Director and the
same is appended as
Annexure '7' which forms part of this Annual Report.

16. ANNUAL RETURN:

As per the requirement under Section 92(3) of the Companies Act, 2013, the draft Annual Return for financial year
2025-26 is available on the website of your Company at the link:
https://www.cummins.com/en-in/en/in/
investors/india-annual-reports. The Annual General Meeting is proposed to be held on August 06, 2026. Your
Company shall upload a copy of Annual Return for financial year 2025-26 post filing with Registrar of Companies.

17. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. Your Company has a
robust Enterprise Risk Management (ERM) Framework to identify, monitor and minimize risks. As a process, the
risks associated with the business are identified and prioritized based on impact, probability of occurrence and

organization's risk management capability. Such risks are reviewed by the Senior Management, Risk Management
Committee and the Board on a regular basis. Your Company has a structured governance mechanism where risks
identified under the ERM Framework are categorized based on level of oversight required. Subsequently, Risk
Owners and appropriate review forums are identified for each of the risk and metrics are developed for monitoring
and reviewing the risk mitigation efforts. The established comprehensive Risk Management Framework ensures
that risk areas having a potential impact on your Company's continued existence as a going concern and to its
development are identified and addressed on timely basis.

The Risk Management Committee of the Board of Directors of your Company assists the Board in (a) overseeing
and approving your Company's enterprise wide risk management framework including the risk management
processes, systems and practices of your Company; (b) overseeing that all existing risks and new risks that the
organization faces including cyber security risks have been identified and assessed; and (c) overseeing that
adequate resources have been allocated to effectively manage those risks. Further details on Risk Management
Committee is included in the Corporate Governance Report.

The details and process of Enterprise Risk Management implemented by your Company through Risk Management
Policy, are included in the Management Discussion and Analysis, which forms part of this Annual Report.

18. INTERNAL FINANCIAL CONTROL:

Your Company has established adequate internal financial controls for ensuring orderly and efficient conduct of its
business, including adherence to Company's policies, safeguarding of its assets, prevention and detection of frauds
and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial
information.

Details of internal financial control and its adequacy are included in the Management Discussion and Analysis
Report which forms part of this Annual Report.

19. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

Your Company has a 'Whistle Blower Policy & Vigil Mechanism' which inter-alia provides adequate safeguards
against victimization of persons who blows the whistle. This Policy may be accessed on your Company's website
at the link:
https://www.cummins.com/en/in/investors/india-corporate-governance.

Your Company has complied with provisions relating to constitution of an Internal Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a well governed
ethics investigations process. Regular workshops and awareness programmes against sexual harassment are
conducted across the organization.

Details of the complaints received by your Company under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, during the FY 2025-26 are as follows:

Sr. No.

Particulars

No. of Complaints 1

1.

Number of complaints received during the year

3

2.

Number of complaints resolved during the year

2

3.

Number of complaints pending at the end of the year

1

4.

Numbers of Complaints pending for more than 90 days

0

Your Company's leadership culture is to inspire and encourage all employees to reach their full potential. A great
leadership culture begins with exceptional leaders who create an outstanding place to work, inspiring and
encouraging all employees to achieve their full potential. Leaders connect people and their work to the vision,
mission, values, brand promise and strategies of your Company, motivating them and giving them a higher sense
of purpose. Leaders also build trust within our teams and organizations while aligning with key goals and priorities.

Leaders foster open communications and offer various opportunities to employees to express their feedback
through several ways.

Your Company is committed to having openness, integrity and accountability in all its affairs and to providing a
workplace conducive to open discussion of its business practices. Your Company has laid out infrastructures and
policy through which the employees can voice their concerns about suspected unethical or improper practice, or
violation of Cummins Code of Business Conduct or complaints regarding accounting, auditing, internal controls or
disclosure practices of your Company. Reports by a whistle blower may be raised with direct manager or member
of management in chain of supervision. If discussions with direct manager or member of management in chain
of supervision are not feasible or do not resolve concerns, the whistle blower may contact a member of
Human Resources. Alternatively, if the whistle blower is not comfortable with the manager or Human Resources,
or concerns raised are not addressed, concerns can be raised to the Cummins Ethics Help Line, which is
available 24/7, details of which are available on website of your Company at
www.cumminsindia.com.

The whistle blower, in appropriate cases, shall have direct access to the Chairperson of the Audit and
Compliance Committee of the Company.

20. COMPLIANCE WITH THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961:

Your Company has in place Maternity Benefit Policy in line with the requirements of the Maternity Benefit Act, 1961.
During the financial year under review, your Company has duly complied with the provisions of the said Act.

21. COMPLIANCE WITH THE CODE OF CONDUCT:

All Directors on the Board and Senior Management have affirmed compliance to the Code of Conduct and
Cummins Code of Business Conduct respectively for the financial year 2025-26. A declaration signed by the
Managing Director affirming compliance with the Company's Code of Conduct by the Board of Directors and Senior
Management for the financial year 2025-26 as required under Regulation 26(3) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which forms part of
this Annual Report.

Pursuant to Regulation 26(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations"), all members of the Senior Management have made periodical disclosures to the Board
confirming that there are no material, financial and commercial transactions, wherein they have (or were deemed
to have had) a personal interest that may have a potential conflict with the interest of the Company, at large.

22. COMPLIANCE DOWNSTREAM INVESTMENT CONDITIONALITIES:

Your Company is a Foreign Owned and Controlled Company within the meaning of Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017 ("FDI Regulations"). The
Downstream Investment(s) made by your Company in Clean Max Yellowstone Private Limited are in compliance
with the applicable provisions of the Foreign Exchange Management Act, 1999 ('FEMA'), the Foreign Exchange
Management (Non-Debt Instruments) Rules, 2019, and the prevailing FDI Regulations.

Your Company has obtained a certificate from the Statutory Auditors of your Company for compliance, in respect
of the downstream investment made by your Company during financial year 2025-26. The Auditors have affirmed
compliance with downstream investment conditionalities by your Company and have issued an unqualified report.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by your
Company, work performed by the internal, statutory, cost and secretarial auditors and/or external consultant(s)
including audit of internal financial controls over financial reporting by the statutory auditors and the reviews
performed by Management and the relevant Board Committees, including the Audit and Compliance Committee,

the Board is of the opinion that your Company's internal financial controls were adequate and effective during the
financial year 2025-26.

Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their
knowledge and ability, confirm that:

(i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable
accounting standards have been followed and there are no material departures;

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

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

(iv) the Directors had prepared the annual accounts on a going concern basis;

(v) the Directors had laid down internal financial controls to be followed by the Company and that such internal
financial controls are adequate and operating effectively during the financial year ended March 31, 2026; and

(vi) 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 during the financial year ended March 31, 2026.

24. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) Changes in the composition of the Board of Directors:

Appointments and Re-appointments

Ms. Vibha Paul Rishi (DIN: 05180796) was appointed by the Board as an Additional Director (Non-executive
and Independent) with effect from August 09, 2025, and was regularized as a Director (Non-executive and
Independent) by way of special resolution passed on October 07, 2025, through postal ballot conducted by
remote e-voting process, to hold the office for the period of five (5) consecutive years effective from August
09, 2025, to August 08, 2030, not liable to retire by rotation.

Mr. Thierry Bruno Pimi Nouyeuwe (DIN: 11225590) was appointed by the Board as an Additional Director
(Non-executive and Non-independent) with effect from August 09, 2025, and was regularized as a Director
(Non-executive and Non-independent), liable to retire by rotation, by way of an ordinary resolution passed on
October 07, 2025, through postal ballot conducted by remote e-voting process.

In accordance with the Companies Act, 2013 and Articles of Association of your Company, Mr. Donald Jackson
Gray (DIN: 08261104), Director (Non-executive and Non-independent) of your Company, retires by rotation
and being eligible, has offered himself for re-appointment. The proposal seeking Members' approval for his
re-appointment forms part of the Notice of 65th Annual General Meeting of your Company (Notice). The
Board has approved his re-appointment in its meeting held on May 27, 2026, on the recommendation of the
Nomination and Remuneration Committee.

As required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 and Secretarial Standard 2, particulars of Directors seeking appointment/re-appointment at the ensuing
Annual General Meeting are given in the Explanatory Statement to the Notice and the Board on the

recommendation of Nomination and Remuneration Committee, has recommended the respective
resolution(s) for the approval of the Members.

Cessation

Ms. Bonnie Jean Fetch (DIN: 09791477) resigned as Director (Non-executive and Non-independent) of your
Company with effect from May 29, 2025, pursuant to her role change within the Cummins Group.
Consequently, she also ceased to be a member of Nomination and Remuneration Committee and Corporate
Social Responsibility and Sustainability Committee (erstwhile known as Corporate Social Responsibility
Committee) of your Company effective the same day. She had confirmed vide her resignation letter that,
there were no other material reasons for her resignation.

Ms. Rama Bijapurkar (DIN: 00001835) expressed her intention not to continue as an Independent Director
of your Company for second term due to preoccupations, developments in her professional portfolio and
shift in her ongoing commitments. Accordingly, Ms. Bijapurkar ceased to be a Non-executive Independent
Director of your Company upon completion of her first term of five years with effect from June 16, 2025.
Consequently, she also ceased as to be a Chairperson of Nomination and Remuneration Committee and
Corporate Social Responsibility and Sustainability Committee (erstwhile known as Corporate Social
Responsibility Committee) of your Company effective same day. She had confirmed vide her letter that, there
were no other material reasons, for not offering herself for re-appointment for a second term other than
those mentioned in the letter.

The Board places on record its appreciation for the outgoing Directors' invaluable contribution and guidance
during their respective tenure.

The details of Board composition, details of directorships of Directors etc., details of attendance of meetings
of the Board and Committees thereof and the Annual General Meeting are provided in the Corporate
Governance Report, which forms part of this Annual Report.

b) Changes in Key Managerial Personnel

The changes in Key Managerial Personnel (KMP) during the financial year under review were as below:

The Board at its meeting held on May 28, 2025, based on the recommendation of the Nomination and
Remuneration Committee and Audit and Compliance Committee, had approved the appointment of
Ms. Soma Dilip Ghosh as the Chief Financial Officer (CFO) and KMP of your Company with effect from July 21,
2025. Consequent to the aforesaid appointment Mr. Prasad S Kulkarni, who was appointed as the Interim
CFO and KMP of your Company, ceased to be the Interim CFO and KMP with effect from July 21, 2025. He
continued as Finance Controller Distribution Business Unit of your Company.

c) Committees of the Board:

The Board of Directors have constituted following Committees in order to effectively cater its duties towards
diversified role under the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015:

• Audit and Compliance Committee;

• Stakeholders' Relationship Committee;

Nomination and Remuneration Committee;

• Corporate Social Responsibility and Sustainability Committee w.e.f. February 4, 2026 (erstwhile known
as Corporate Social Responsibility Committee); and

• Risk Management Committee

Details of the constitution, broad terms of references of each Committee and number of meetings held,
number of meetings attended by individual Director etc. are provided in the Corporate Governance Report
which forms part of this Annual Report.

d) Policy on Director's Appointment and Remuneration:

The Policy of your Company on Director's Appointment and Remuneration, including criteria for determining
qualifications, positive attributes, independence of the Directors and other matters provided under Section
178(3) of the Companies Act, 2013, adopted by the Board
viz. Nomination and Remuneration Policy, is
appended as
Annexure '8' which forms part of this Annual Report.

Details of the remuneration paid to the Directors is provided in the Corporate Governance Report. It is
affirmed that the remuneration paid to the Directors is as per the terms laid down in the Nomination and
Remuneration Policy of your Company.

e) Board Performance Evaluation Mechanism:

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of
its own performance and the Directors, Chairperson individually, as well as the evaluation of working of its
Committees. Details of the evaluation mechanism is provided in the Corporate Governance Report which
forms part of this Annual Report.

f) /nter-se relationships between the Directors:

There are no relationships between the Directors inter-se.

g) Familiarization Programme for Independent Directors:

During the year, various documents, background notes etc. were shared with the Independent Directors to
have a deeper insight into state of affairs of your Company.

The Chairperson and/or the Managing Director also have periodic discussions with the newly appointed
Directors to provide them, details of initiatives of your Company, for better understanding of your Company,
its business and the regulatory framework in which your Company operates and equip him/her to effectively
fulfil his/her role and responsibilities as a Director of your Company.

The familiarisation programme as specified under Regulation 46 of the SEBI Listing Regulations is
available on the website of your Company at the link:
https://www.cummins.com/en/in/investors/india-corporate-governance.

h) Declarations from the Independent Directors:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, read along with Rules framed
thereunder and Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended from time to time, the Independent Directors have submitted
inter-alia declarations that, each of them meets the criteria of independence as provided in Section 149(6) of
the Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Independent Directors have also confirmed compliance with the provisions of Rule 6 of Companies
(Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in
the databank of Independent Directors.

Further, the Independent Directors have also confirmed that, there has been no change in the circumstances
affecting their status as Independent Directors of your Company. The said Certificates(s) were taken on
record by Board after their requisite assessments.

The Board took on record the declaration and confirmation submitted by the Independent Directors with
respect to meeting the prescribed criteria of independence, after undertaking due assessment and veracity of
the same as required under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

25. NUMBER OF MEETINGS OF THE BOARD:

Six (6) meetings of the Board of Directors were held during the financial year. The details of the meetings held and
attendance thereat are provided in the Corporate Governance Report which forms part of this Annual Report. The
maximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act,
2013.

26. PARTICULARS OF EMPLOYEES AND REMUENRATION:

The details in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is appended as
Annexure '10' which forms part of this Annual Report.

A statement containing particulars of top 10 employees and particulars of employees as required under Section
197(12) of the Companies Act, 2013, read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, is a separate Annexure. In terms of proviso to Section 136(1) of the
Companies Act, 2013, the Report and Accounts are being sent to the Members, excluding the aforesaid Annexure.
The said Statement is also open for inspection. Any Member interested in obtaining a copy of the same may write
to Company Secretary at
Cil.Investors@cummins.com. None of the employees listed in the said Annexure are
related to any Director of your Company.

27. INDUSTRIAL RELATIONS:

Industrial relations across the Company's manufacturing locations remained generally cordial during the financial
year, with minimal labor disruptions. Industrial harmony was sustained through constructive employee engagement,
transparent communication, and focused labor relations initiatives that strengthened governance and
employee engagement.

The Company continued to focus on constructive union engagement, statutory compliance, and uninterrupted
business operations. Discussions on the Long-Term Settlement (LTS) with the union are progressing in accordance
with established processes.

The Company continued to drive its performance management system for shop-floor, technician, and office
employees, enabling differentiation and recognition of employee contributions to business success.

The Company continued to enhance employees' access to digital tools and learning platforms to improve capability
and effectiveness. Internal Job Postings (IJP) remained a key enabler of career growth and internal mobility, including
opportunities for talent from the non-exempt workforce.

The Company remained committed to providing a safe, inclusive, and respectful workplace. Employee engagement
was fostered through initiatives such as sports tournaments, Family Day celebrations, and participation in Corporate
Responsibility programme's, contributing to both employee well-being and positive social impact.

28. AUDITORS:

STATUTORY AUDITORS:

At the 60th Annual General Meeting held on August 12, 2021, M/s. Price Waterhouse & Co Chartered Accountants
LLP, Chartered Accountants (Firm Registration No.: 304026E/E-300009), were appointed as Statutory Auditors
of your Company to hold office till the conclusion of 65th Annual General Meeting.

Accordingly, M/s. Price Waterhouse & Co Chartered Accountants LLP completed audit for financial year 2025-26
and issued Auditor's Report. The Auditor's Report on the Financial Statement for the year ended March 31, 2026, is
unmodified i.e., it does not contain any qualification, reservation, adverse remark or disclaimer and notes thereto
are self- explanatory and do not require any explanations.

In terms of the Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014,
the Board of Directors of your Company at their meeting held on May 27, 2026, based on the recommendation of the
Audit and Compliance Committee, re-appointed M/s. Price Waterhouse & Co Chartered Accountants LLP, Chartered
Accountants (Firm Registration No.: 304026E/E-300009) as Statutory Auditors of your Company for a second term
of five (5) consecutive years from the conclusion of 65th AGM till the conclusion of 70th AGM, subject to the approval
of the shareholders at the ensuing AGM of your Company. M/s. Price Waterhouse & Co Chartered Accountants LLP
have informed your Company that they are eligible to continue, and their appointment, if approved, shall be within the
limits prescribed under Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS:

M/s. Makarand M. Joshi & Co., Practicing Company Secretaries, a peer reviewed firm (Firm Registration Number:
P2009MH007000) ("MMJC") was appointed as the Secretarial Auditors of your Company for a period of five (5)
consecutive years commencing from financial year 2025-26 till 2029-30, as required under Section 204 of the
Companies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
and SEBI Listing Regulations. The Board noted the continued appointment of MMJC as the Secretarial Auditors of
your Company for the financial year 2026-27 in its meeting held on May 27, 2026. MMJC have informed your
Company that they are eligible to continue, and their appointment is within the limits prescribed under SEBI
Listing Regulations.

The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 is appended as Annexure '5' which
forms part of this Report.

The Annual Secretarial Compliance Report issued by MMJC in accordance with Regulation 24A of the SEBI Listing
Regulations read with Circulars issued thereunder by Securities and Exchanges Board of India shall be submitted to
the Stock Exchange within the prescribed timelines. The same shall also be uploaded on the website of your
Company at
https://www.cummins.com/en-in/en/in/investors/india-investors-notices.

The below observation has been provided by the Secretarial Auditor in Secretarial Audit Report, Annual Secretarial
Compliance Report and Compliance certificate of corporate governance.

During the audit period the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines
and Standards etc, as mentioned above except pursuant to cessation of Ms, Rekha, Independent Director, as a
member of Audit and Compliance committee with effect from August 09,2025, the composition of Audit and
Compliance Committee comprised of 5 members, out of which only 3 members were Independent Directors
resulting in non-compliance with the requirements of the Regulation 18(V(b) of the SEBI Listing Regulations read
with Corporate Governance FAQ with respective to rounding off. However, the Company has reconstituted the
composition of Audit and Compliance committee by appointing Ms, Vibha Paul Rishi, Independent Director with
effect from November V, 2025, Also, Company has received communications from both the Stock Exchanges
imposing penalty of H 2360/- each w.r.t. one day non-compliance with Regulation 181) of SEBI Listing Regulations,
Company has paid the same.

The Board noted that the treatment of fractional numbers i.e., rounding to the next whole number as clarified in
Corporate Governance FAQs, was missed inadvertently, resulting in non-compliance of Regulation 18(1)(b) of the
SEBI Listing Regulations. Further, the Board noted Company's steadfast commitment to maintaining adherence to
all the applicable regulatory provisions and frameworks. The Board also took note of the corrective actions
undertaken by the Company, including the reconstitution of the Audit and Compliance Committee, effective
November 11, 2025 and that the fine levied as above, was duly paid by the Company.

COST AUDITORS AND COST RECORDS:

Your Company maintained cost accounts and records as required under Section 148 of the Companies Act, 2013,
read with the Companies (Cost Records and Audit) Rules, 2014 as amended, from time to time.

Pursuant to Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules,
2014, as amended from time to time, the cost audit records maintained by your Company in respect of its
manufacturing activity is required to be audited. The Directors, on the recommendation of the Audit and
Compliance Committee, had appointed M/s. C S Adawadkar & Co., Cost Accountants (Firm Registration Number:
100401), to audit the cost accounts of your Company for the financial year 2025-26 at a remuneration of
H 9,50,000/- plus taxes as applicable and re-imbursement of out of pocket expenses.

The remuneration was ratified by Members in the 64th Annual General Meeting held on August 08, 2025.

Pursuant to recommendation of the Audit and Compliance Committee, the Board in its meeting held on May 27,
2026, has appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No.: 000240), to audit the
cost accounts and records of your Company for the financial year 2026-27 at a remuneration of
H 9,50,000/- plus taxes as applicable and re-imbursement of out of pocket expenses. As required under the
Companies Act, 2013, the Members ratification for the remuneration payable to M/s. Joshi Apte & Associates, Cost
Auditors, is being sought at the ensuing Annual General Meeting.

M/s. Joshi Apte & Associates, Cost Auditors, under Section 139(1) of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, have,
inter-alia, furnished a certificate of their eligibility and consent
for appointment.

Reporting of Frauds by Auditors

During the financial year under review, the Auditors have not reported any instance of fraud committed in your
Company by its Officers or Employees to the Audit and Compliance Committee under Section 143(12) of the
Companies Act, 2013, details of which needs to be mentioned in this Annual Report.

29. CORPORATE SOCIAL RESPONSIBILITY POLICY AND ITS REPORT:

Your Company is an early adopter of the Corporate Social Responsibility (CSR) initiatives. Corporate Social
Responsibility continues to be the core value of your Company embedded in the core value of caring, which
focuses on 'serving and improving the communities in which we live'. Cummins India Foundation serves as the
implementation agency for executing your Company's CSR initiatives, aligned with its core focus areas: Education,
Environment, Equity and Strategic Projects.

Details of the CSR Policy and initiatives taken by your Company during the financial year are available on website of
your Company at
https://www.cummins.com/en/in/investors/india-corporate-governance. The CSR Policy was
last revised by the Board in its meeting held on February 04, 2026. The Annual Report on CSR Activities inter-alia
including the amount spent, unspent together with reasons therefore is appended as Annexure '11' which forms
part of this Annual Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations read with SEBI Master Circular No.
HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 last updated on January 30, 2026, your Company presents the
Business Responsibility and Sustainability Report ('BRSR') for financial year 2025-26, which provides enhanced
disclosures on Environment, Social and Governance (ESG) practices and focused areas of your Company, which is
appended as
Annexure '12' and forms a part of this Annual Report.

In terms of SEBI Listing Regulations, your Company has obtained, BRSR Reasonable assurance on BRSR
Core Indicators from Price Waterhouse & Co Chartered Accountants LLP on a standalone basis for the financial
year 2025-26.

31. SECRETARIAL STANDARDS:

Your Company is in compliance with applicable Secretarial Standards issued by the Institute of Company
Secretaries of India, specifically Secretarial Standards on Meetings of the Board of Directors (SS-1) and Secretarial
Standards on General Meetings (SS-2).

32. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI Listing Regulations, your Company has formulated a Dividend
Distribution Policy stipulating factors to be considered in case of Dividend declaration which is appended as
Annexure '9' and forms part of this Annual Report. The Policy was last revised by the Board in its meeting
held on February 05, 2025. The policy is also available on the website of your Company at
https://www.cummins.com/en/in/investors/india-corporate-governance.

33. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to Section 124 and Section 125 of Companies Act, 2013, and IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, during the financial year under review, your Company has transferred the following
unclaimed and unpaid dividend and corresponding shares to IEPF, upon completion of period of seven years:

Date of declaration

Type of dividend

Amount

No of equity shares

transferred (?)

transferred

August 09, 2018

Final Dividend (FY 2017-18)

1,31,16,940

69,002

February 06, 2019

Interim Dividend (FY 2018-19)

90,09,406

12,244

34. DETAILS OF INSOLVENCY AND BANKRUPTCY CODE:

During the financial year under review, your Company has neither made any application nor any application is
pending against your Company under the Insolvency and Bankruptcy Code, 2016.

35. DETAILS REGARDING VALUATION REPORT:

During the financial year under review, your Company has not entered into any one-time Settlement with Banks or
Financial Institutions and therefore, hence details of valuation are not applicable.

36. GENERAL:

Further, the Directors state that no disclosure or reporting is required in respect of the following items as there
were no transactions or applicability with respect to these items during the financial year under review:

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

b. Issue of shares (including sweat equity shares) by the Company to its employees;

c. The Company had not appointed any other Whole-time Director except the Managing Director;

d. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going
concern status and Company's operations. However, Members' attention is drawn to the Statement on
Contingent Liabilities, commitments in the notes forming part of the Financial Statement;

e. No material changes and commitments occurred since April 01, 2026, till the date of this Report which would
affect the financial position of your Company;

f. The Company has complied with the requirements of stock exchange(s) or SEBI or other statutory authority
on capital markets and no penalties /strictures have been imposed against it in the last 3 years unless
otherwise disclosed in this report.

g. Details as prescribed under Section 134 of the Companies Act, 2013, and Rules made thereunder, applicable to
the Company, have been specifically given in this Report, wherever applicable.

ACKNOWLEDGEMENT

The Directors would like to express their sincere appreciation for the assistance and co-operation received from the
financial institutions, banks, government authorities, customers, vendors and members during the financial year under
review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the
employees of your Company.

For and on behalf of the Board of Directors,

Jennifer Mary Bush Shveta Arya

Date: May 27, 2026 Chairperson Managing Director

Place: Mumbai DIN: 09777114 DIN: 08540723

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