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 alongwith respective Auditors' Report and notes thereon) for the Financial Year ended March 31, 2026. The consolidatedperformance of your Company, its joint venture and associate has been referred to wherever required.
During the Financial Year 2025-26, revenue fromoperations was H 12,143.19 Crores as compared toH 10,339.40 Crores during the previous year (17%higher). Profit after tax increased to H 2,330.18Crores from H 1,905.78 Crores recorded for theprevious year (22% higher).
During the Financial Year 2025-26, revenue fromoperations was H 12,143.19 Crores as compared toH 10,390.69 Crores during the previous year (17%higher). Profit after tax increased to H 2,361.75Crores from H 1,999.94 Crores recorded for theprevious year (18% higher).
1. FINANCIAL RESULTS:
Financial Summary
Standalone
Consolidated
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
* 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 andConsolidated Financial Statements respectively.
The closing balance of reserves, including retained earnings, of your Company as at March 31, 2026, was H 7,842.37Crores. During the financial year, no amount was proposed to be transferred to the Reserves.
The information on Company's affairs and related aspects is provided under Management Discussion and AnalysisReport, which has been prepared, inter-alia, in compliance with Regulation 34 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, and forms part of this Annual Report.
Your Directors have recommended a final dividend of H 46/- (i.e. 2,300%) per equity share of H 2/- each fullypaid-up in their meeting held on May 27, 2026, in addition to the interim dividend of H 20/- (1,000%) per equityshare of H 2/- each fully paid-up declared on February 04, 2026, aggregating to H 66/- (i.e. 3,300%) per equityshare of H 2/- each fully paid-up for the financial year ended March 31, 2026 (previous year H 51.50/- per equityshare i.e. 2,575%). The final dividend is subject to approval of the Members at the ensuing Annual General Meetingand 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 asset out in the Dividend Distribution Policy of your Company.
The paid-up share capital of your Company is H 55,44,00,000/- divided into 27,72,00,000 fully paid-up equityshares of H 2/- each as on March 31, 2026. Your Company has not come up with any issue (public, rights orpreferential) during the year. There was no change in the share capital during financial year 2025-26.
The Board is pleased to provide details of the following subsidiaries, joint ventures and associates as onMarch 31, 2026:
a) Cummins Sales & Service Private Limited (CSSPL):
Your Company has sold 100% stake in its wholly owned subsidiary, namely, Cummins Sales & Service PrivateLimited ("CSSPL") and gain amounting to H 44.15 Crores and H 12.59 Crores has been recorded in the standaloneand consolidated financial statements respectively for the year ended March 31, 2026. Consequent to thetransfer 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 lubricantsand engine oils, and your Company, VCPL generated a revenue of H 3,010.66 Crores from its operations forthe 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 businessof design, manufacturing, marketing, sales and service of alternators and related spare parts. CGTIPLgenerated revenue of H 2,334.16 Crores from its operations for the year ended March 31, 2026, as comparedto 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 YellowstonePrivate Limited ("Clean Max") a Special Purpose Vehicle, by investing an amount up to H 2.70 Crores aggregating to8.78% of the equity share capital of Clean Max, for procuring renewable power (Solar/wind/hybrid) for thefactories/premises of the Company.
As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consolidatedfinancial statements of your Company, its joint venture and associate companies, prepared in accordance with theapplicable 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, associatecompany and joint venture in the prescribed Form AOC-1 is appended as Annexure '1' which forms part of thisAnnual 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 yourCompany on https://www.cummins.com/en/in/investors/india-financials.
During the year under review, there was no change in the nature of the business pursuant to Section 134 of theCompanies Act, 2013, and the Companies (Accounts) Rules, 2014.
No loan or guarantee was given, or investment was made by your Company during the financial year 2025-26pursuant to Section 186 of the Companies Act, 2013.
Your Company has not accepted any Public Deposits under Chapter V of the Companies Act, 2013, read with theCompanies (Acceptance of Deposits) Rules, 2014, during the financial year 2025-26.
Pursuant to SEBI Circular No. SEBI/HO/DDHS/CIR/P/2018/144 dated November 26, 2018, read with SEBI CircularNo. SEBI/HO/DDHS/DDHS-RACPOD1/P/CIR/2023/172 dated October 19, 2023, the Directors confirm that yourCompany is not defined as a "Large Corporate" as per the framework provided in the said Circular. Further, yourCompany has not raised any funds by issuance of debt securities.
During the financial year 2025-26, no materially significant related party transactions were entered into by yourCompany, 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 yourCompany'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 partytransactions have been disclosed under significant accounting policies and notes forming part of the FinancialStatements in accordance with relevant accounting standards.
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the resolution for seekingapproval of the Members on material related party transactions is being placed at the ensuing Annual GeneralMeeting scheduled on August 06, 2026.
During the financial year 2025-26, your Company remained committed to enhancing energy efficiency through theimplementation 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 energygeneration (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 continuedoperation of rooftop solar installations and implementation of Solar Phase VI comprising a 160 kWp PV car portinstallation, along with continued offsite procurement of solar and wind power. With a cumulative installed solarcapacity of 4,400 kWp, KEP generated 40.84 lakh units (kWh) of electricity during the financial year 2025-26. Inaddition, 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 improvedenergy efficiency.
At India Parts Distribution Centre (IPDC), initiatives such as HVAC automation, installation of energy-efficientcompressors, deployment of High Volume Low Speed (HVLS) fans, and application of engineering controlsresulted 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 ofconventional lighting with energy-efficient LED fixtures across shop floors, test cells, and outdoor areas resulted inenergy 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 installationof HVLS fans in test cell areas resulted in cumulative energy savings of 27,540 kWh and cost savings of H 3.31 lakhduring the financial year.
At the Power System Business Unit (PSBU) Test Cell operations, energy optimization initiatives including unpluggedactions, PLC-based cooling tower optimization, chilled water system logic modification, lighting upgrades, andautomated lighting controls resulted in energy savings of 5,01,637 kWh and cost savings of approximatelyH 59.02 lakh.
Your Company is committed to introducing new products and improving existing products to have betterperformance levels, lower life cycle costs, excellent safety, recyclability characteristics and meet stringent emissionnorms tailored for the specific needs of the Indian industry.
Your Company continues this endeavor by developing the next generation of systems and solutions incollaboration with the parent company i.e., Cummins Inc., USA.
Improved technical productivity, through new methodologies and technologies, is being continuously pursued toreduce the costs associated with new product development and customer support. An example of this is thefurther enhanced use of analysis-led design and simulation based tools for product development throughcomputer models that help minimize hardware testing and therefore accelerate product development cycle timeswith reduced product testing.
A. New Product Development:
The following new Products were developed or marketed or sold or launched as part of the above initiativesduring 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 tosupport extensive development validations.
• New bench testing rig was introduced for cylinder block buster test supporting development testing ofIndia manufactured blocks for global use.
• CEV BS V, new regulatory emission rollout for Construction Equipment Vehicles (CEVs) and Trem IV andV 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 todeliver improved engine performance;
2. Enhanced capability to tailor engine designs to improve value proposition for customers throughdelivering 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 benchdevelopment 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
On capital account
5.89
7.23
On revenue account
4.65
3.28
10.54
10.51
Total R&D expenditure as a percentage of total sales turnover
0.09%
0.10%
Your Company continues to be Net Foreign Exchange Earner. During the financial year under review, your Companyexported 5,022 engines and 6,369 generator sets. Foreign exchange earned in terms of actual inflows and foreignexchange outgo in terms of actual outflows were as follows:
1 Particulars
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
The Management Discussion and Analysis Report and the Corporate Governance Report which forms part of thisReport are appended as Annexure '3' and '4' respectively.
Your Company has obtained a Certificate from Practicing Company Secretary confirming compliance withconditions of the Code of Corporate Governance as stipulated in Schedule V of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 (including amendments thereof) and the same is appended asAnnexure '6' which forms part of this Report.
Your Company has received a Certificate from Practicing Company Secretary confirming that none of the Directorson the Board of your Company have been debarred or disqualified by Ministry of Corporate Affairs or Securitiesand Exchange Board of India or any such statutory authority from being appointed/continuing as Director and thesame is appended as Annexure '7' which forms part of this Annual Report.
As per the requirement under Section 92(3) of the Companies Act, 2013, the draft Annual Return for financial year2025-26 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. YourCompany shall upload a copy of Annual Return for financial year 2025-26 post filing with Registrar of Companies.
Business Risk Evaluation and Management is an ongoing process within the Organization. Your Company has arobust Enterprise Risk Management (ERM) Framework to identify, monitor and minimize risks. As a process, therisks 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 ManagementCommittee and the Board on a regular basis. Your Company has a structured governance mechanism where risksidentified under the ERM Framework are categorized based on level of oversight required. Subsequently, RiskOwners and appropriate review forums are identified for each of the risk and metrics are developed for monitoringand reviewing the risk mitigation efforts. The established comprehensive Risk Management Framework ensuresthat risk areas having a potential impact on your Company's continued existence as a going concern and to itsdevelopment are identified and addressed on timely basis.
The Risk Management Committee of the Board of Directors of your Company assists the Board in (a) overseeingand approving your Company's enterprise wide risk management framework including the risk managementprocesses, systems and practices of your Company; (b) overseeing that all existing risks and new risks that theorganization faces including cyber security risks have been identified and assessed; and (c) overseeing thatadequate resources have been allocated to effectively manage those risks. Further details on Risk ManagementCommittee is included in the Corporate Governance Report.
The details and process of Enterprise Risk Management implemented by your Company through Risk ManagementPolicy, are included in the Management Discussion and Analysis, which forms part of this Annual Report.
Your Company has established adequate internal financial controls for ensuring orderly and efficient conduct of itsbusiness, including adherence to Company's policies, safeguarding of its assets, prevention and detection of fraudsand errors, accuracy and completeness of the accounting records and the timely preparation of reliable financialinformation.
Details of internal financial control and its adequacy are included in the Management Discussion and AnalysisReport which forms part of this Annual Report.
Your Company has a 'Whistle Blower Policy & Vigil Mechanism' which inter-alia provides adequate safeguardsagainst victimization of persons who blows the whistle. This Policy may be accessed on your Company's websiteat 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 SexualHarassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has a well governedethics investigations process. Regular workshops and awareness programmes against sexual harassment areconducted 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.
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 greatleadership culture begins with exceptional leaders who create an outstanding place to work, inspiring andencouraging 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 senseof 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 feedbackthrough several ways.
Your Company is committed to having openness, integrity and accountability in all its affairs and to providing aworkplace conducive to open discussion of its business practices. Your Company has laid out infrastructures andpolicy through which the employees can voice their concerns about suspected unethical or improper practice, orviolation of Cummins Code of Business Conduct or complaints regarding accounting, auditing, internal controls ordisclosure practices of your Company. Reports by a whistle blower may be raised with direct manager or memberof management in chain of supervision. If discussions with direct manager or member of management in chainof supervision are not feasible or do not resolve concerns, the whistle blower may contact a member ofHuman 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 isavailable 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 andCompliance Committee of the Company.
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.
All Directors on the Board and Senior Management have affirmed compliance to the Code of Conduct andCummins Code of Business Conduct respectively for the financial year 2025-26. A declaration signed by theManaging Director affirming compliance with the Company's Code of Conduct by the Board of Directors and SeniorManagement for the financial year 2025-26 as required under Regulation 26(3) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which forms part ofthis 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 Boardconfirming that there are no material, financial and commercial transactions, wherein they have (or were deemedto have had) a personal interest that may have a potential conflict with the interest of the Company, at large.
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"). TheDownstream Investment(s) made by your Company in Clean Max Yellowstone Private Limited are in compliancewith the applicable provisions of the Foreign Exchange Management Act, 1999 ('FEMA'), the Foreign ExchangeManagement (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 respectof the downstream investment made by your Company during financial year 2025-26. The Auditors have affirmedcompliance with downstream investment conditionalities by your Company and have issued an unqualified report.
Based on the framework of internal financial controls and compliance systems established and maintained by yourCompany, 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 reviewsperformed 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 thefinancial year 2025-26.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of theirknowledge and ability, confirm that:
(i) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicableaccounting 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 andestimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as on March 31, 2026, and of the profit and loss of the Company for that financial year ended onthat date;
(iii) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company andfor 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 internalfinancial 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 andthat such systems were adequate and operating effectively during the financial year ended March 31, 2026.
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-executiveand Independent) with effect from August 09, 2025, and was regularized as a Director (Non-executive andIndependent) by way of special resolution passed on October 07, 2025, through postal ballot conducted byremote e-voting process, to hold the office for the period of five (5) consecutive years effective from August09, 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 onOctober 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 JacksonGray (DIN: 08261104), Director (Non-executive and Non-independent) of your Company, retires by rotationand being eligible, has offered himself for re-appointment. The proposal seeking Members' approval for hisre-appointment forms part of the Notice of 65th Annual General Meeting of your Company (Notice). TheBoard has approved his re-appointment in its meeting held on May 27, 2026, on the recommendation of theNomination 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 ensuingAnnual 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 respectiveresolution(s) for the approval of the Members.
Cessation
Ms. Bonnie Jean Fetch (DIN: 09791477) resigned as Director (Non-executive and Non-independent) of yourCompany 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 CorporateSocial Responsibility and Sustainability Committee (erstwhile known as Corporate Social ResponsibilityCommittee) 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 Directorof your Company for second term due to preoccupations, developments in her professional portfolio andshift in her ongoing commitments. Accordingly, Ms. Bijapurkar ceased to be a Non-executive IndependentDirector 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 andCorporate Social Responsibility and Sustainability Committee (erstwhile known as Corporate SocialResponsibility Committee) of your Company effective same day. She had confirmed vide her letter that, therewere no other material reasons, for not offering herself for re-appointment for a second term other thanthose mentioned in the letter.
The Board places on record its appreciation for the outgoing Directors' invaluable contribution and guidanceduring their respective tenure.
The details of Board composition, details of directorships of Directors etc., details of attendance of meetingsof the Board and Committees thereof and the Annual General Meeting are provided in the CorporateGovernance 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 andRemuneration Committee and Audit and Compliance Committee, had approved the appointment ofMs. 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 InterimCFO and KMP of your Company, ceased to be the Interim CFO and KMP with effect from July 21, 2025. Hecontinued 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 towardsdiversified 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 knownas 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 Reportwhich 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 determiningqualifications, positive attributes, independence of the Directors and other matters provided under Section178(3) of the Companies Act, 2013, adopted by the Board viz. Nomination and Remuneration Policy, isappended 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 isaffirmed that the remuneration paid to the Directors is as per the terms laid down in the Nomination andRemuneration 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 andDisclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation ofits own performance and the Directors, Chairperson individually, as well as the evaluation of working of itsCommittees. Details of the evaluation mechanism is provided in the Corporate Governance Report whichforms 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 tohave a deeper insight into state of affairs of your Company.
The Chairperson and/or the Managing Director also have periodic discussions with the newly appointedDirectors 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 effectivelyfulfil his/her role and responsibilities as a Director of your Company.
The familiarisation programme as specified under Regulation 46 of the SEBI Listing Regulations isavailable 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 framedthereunder and Regulation 16(1)(b) and Regulation 25 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations, 2015, as amended from time to time, the Independent Directors have submittedinter-alia declarations that, each of them meets the criteria of independence as provided in Section 149(6) ofthe 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 inthe databank of Independent Directors.
Further, the Independent Directors have also confirmed that, there has been no change in the circumstancesaffecting their status as Independent Directors of your Company. The said Certificates(s) were taken onrecord by Board after their requisite assessments.
The Board took on record the declaration and confirmation submitted by the Independent Directors withrespect to meeting the prescribed criteria of independence, after undertaking due assessment and veracity ofthe same as required under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015.
Six (6) meetings of the Board of Directors were held during the financial year. The details of the meetings held andattendance thereat are provided in the Corporate Governance Report which forms part of this Annual Report. Themaximum interval between any two meetings did not exceed 120 days, as prescribed under the Companies Act,2013.
The details in accordance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, is appended asAnnexure '10' which forms part of this Annual Report.
A statement containing particulars of top 10 employees and particulars of employees as required under Section197(12) of the Companies Act, 2013, read with Rule 5(2) and (3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules, 2014, is a separate Annexure. In terms of proviso to Section 136(1) of theCompanies 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 writeto Company Secretary at Cil.Investors@cummins.com. None of the employees listed in the said Annexure arerelated to any Director of your Company.
Industrial relations across the Company's manufacturing locations remained generally cordial during the financialyear, with minimal labor disruptions. Industrial harmony was sustained through constructive employee engagement,transparent communication, and focused labor relations initiatives that strengthened governance andemployee engagement.
The Company continued to focus on constructive union engagement, statutory compliance, and uninterruptedbusiness operations. Discussions on the Long-Term Settlement (LTS) with the union are progressing in accordancewith established processes.
The Company continued to drive its performance management system for shop-floor, technician, and officeemployees, 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 capabilityand effectiveness. Internal Job Postings (IJP) remained a key enabler of career growth and internal mobility, includingopportunities for talent from the non-exempt workforce.
The Company remained committed to providing a safe, inclusive, and respectful workplace. Employee engagementwas fostered through initiatives such as sports tournaments, Family Day celebrations, and participation in CorporateResponsibility programme's, contributing to both employee well-being and positive social impact.
At the 60th Annual General Meeting held on August 12, 2021, M/s. Price Waterhouse & Co Chartered AccountantsLLP, Chartered Accountants (Firm Registration No.: 304026E/E-300009), were appointed as Statutory Auditorsof 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 2025-26and issued Auditor's Report. The Auditor's Report on the Financial Statement for the year ended March 31, 2026, isunmodified i.e., it does not contain any qualification, reservation, adverse remark or disclaimer and notes theretoare 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 theAudit and Compliance Committee, re-appointed M/s. Price Waterhouse & Co Chartered Accountants LLP, CharteredAccountants (Firm Registration No.: 304026E/E-300009) as Statutory Auditors of your Company for a second termof five (5) consecutive years from the conclusion of 65th AGM till the conclusion of 70th AGM, subject to the approvalof the shareholders at the ensuing AGM of your Company. M/s. Price Waterhouse & Co Chartered Accountants LLPhave informed your Company that they are eligible to continue, and their appointment, if approved, shall be within thelimits prescribed under Section 141 of the Companies Act, 2013.
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 theCompanies Act, 2013, and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014and SEBI Listing Regulations. The Board noted the continued appointment of MMJC as the Secretarial Auditors ofyour Company for the financial year 2026-27 in its meeting held on May 27, 2026. MMJC have informed yourCompany that they are eligible to continue, and their appointment is within the limits prescribed under SEBIListing Regulations.
The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 is appended as Annexure '5' whichforms part of this Report.
The Annual Secretarial Compliance Report issued by MMJC in accordance with Regulation 24A of the SEBI ListingRegulations read with Circulars issued thereunder by Securities and Exchanges Board of India shall be submitted tothe Stock Exchange within the prescribed timelines. The same shall also be uploaded on the website of yourCompany 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 SecretarialCompliance Report and Compliance certificate of corporate governance.
During the audit period the Company has complied with the provisions of the Act, Rules, Regulations, Guidelinesand Standards etc, as mentioned above except pursuant to cessation of Ms, Rekha, Independent Director, as amember of Audit and Compliance committee with effect from August 09,2025, the composition of Audit andCompliance Committee comprised of 5 members, out of which only 3 members were Independent Directorsresulting in non-compliance with the requirements of the Regulation 18(V(b) of the SEBI Listing Regulations readwith Corporate Governance FAQ with respective to rounding off. However, the Company has reconstituted thecomposition of Audit and Compliance committee by appointing Ms, Vibha Paul Rishi, Independent Director witheffect from November V, 2025, Also, Company has received communications from both the Stock Exchangesimposing 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 inCorporate Governance FAQs, was missed inadvertently, resulting in non-compliance of Regulation 18(1)(b) of theSEBI Listing Regulations. Further, the Board noted Company's steadfast commitment to maintaining adherence toall the applicable regulatory provisions and frameworks. The Board also took note of the corrective actionsundertaken by the Company, including the reconstitution of the Audit and Compliance Committee, effectiveNovember 11, 2025 and that the fine levied as above, was duly paid by the Company.
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 itsmanufacturing activity is required to be audited. The Directors, on the recommendation of the Audit andCompliance 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 ofH 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 thecost accounts and records of your Company for the financial year 2026-27 at a remuneration ofH 9,50,000/- plus taxes as applicable and re-imbursement of out of pocket expenses. As required under theCompanies Act, 2013, the Members ratification for the remuneration payable to M/s. Joshi Apte & Associates, CostAuditors, 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 theCompanies (Audit and Auditors) Rules, 2014, have, inter-alia, furnished a certificate of their eligibility and consentfor appointment.
Reporting of Frauds by Auditors
During the financial year under review, the Auditors have not reported any instance of fraud committed in yourCompany by its Officers or Employees to the Audit and Compliance Committee under Section 143(12) of theCompanies Act, 2013, details of which needs to be mentioned in this Annual Report.
Your Company is an early adopter of the Corporate Social Responsibility (CSR) initiatives. Corporate SocialResponsibility continues to be the core value of your Company embedded in the core value of caring, whichfocuses on 'serving and improving the communities in which we live'. Cummins India Foundation serves as theimplementation 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 ofyour Company at https://www.cummins.com/en/in/investors/india-corporate-governance. The CSR Policy waslast revised by the Board in its meeting held on February 04, 2026. The Annual Report on CSR Activities inter-aliaincluding the amount spent, unspent together with reasons therefore is appended as Annexure '11' which formspart of this Annual 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 theBusiness Responsibility and Sustainability Report ('BRSR') for financial year 2025-26, which provides enhanceddisclosures on Environment, Social and Governance (ESG) practices and focused areas of your Company, which isappended 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 BRSRCore Indicators from Price Waterhouse & Co Chartered Accountants LLP on a standalone basis for the financialyear 2025-26.
Your Company is in compliance with applicable Secretarial Standards issued by the Institute of CompanySecretaries of India, specifically Secretarial Standards on Meetings of the Board of Directors (SS-1) and SecretarialStandards on General Meetings (SS-2).
Pursuant to Regulation 43A of the SEBI Listing Regulations, your Company has formulated a DividendDistribution Policy stipulating factors to be considered in case of Dividend declaration which is appended asAnnexure '9' and forms part of this Annual Report. The Policy was last revised by the Board in its meetingheld on February 05, 2025. The policy is also available on the website of your Company athttps://www.cummins.com/en/in/investors/india-corporate-governance.
Pursuant to Section 124 and Section 125 of Companies Act, 2013, and IEPF Authority (Accounting, Audit, Transferand Refund) Rules, 2016, during the financial year under review, your Company has transferred the followingunclaimed 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
During the financial year under review, your Company has neither made any application nor any application ispending against your Company under the Insolvency and Bankruptcy Code, 2016.
During the financial year under review, your Company has not entered into any one-time Settlement with Banks orFinancial Institutions and therefore, hence details of valuation are not applicable.
Further, the Directors state that no disclosure or reporting is required in respect of the following items as therewere 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 goingconcern status and Company's operations. However, Members' attention is drawn to the Statement onContingent 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 wouldaffect the financial position of your Company;
f. The Company has complied with the requirements of stock exchange(s) or SEBI or other statutory authorityon capital markets and no penalties /strictures have been imposed against it in the last 3 years unlessotherwise disclosed in this report.
g. Details as prescribed under Section 134 of the Companies Act, 2013, and Rules made thereunder, applicable tothe 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 thefinancial institutions, banks, government authorities, customers, vendors and members during the financial year underreview. The Directors also wish to place on record their deep sense of appreciation for the committed services by theemployees 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