Cummins India Ltd

TO THE MEMBERS,

The Board of Directors take pleasure in presenting the Sixty-Fourth Annual Report including inter-alia Directors' Report, its annexures and audited financial statements (including standalone & consolidated financial statements along with respective Auditors' Report thereon) for the year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. FINANCIAL RESULTS:

*Includes Exceptional Items amounting to H NIL (F.Y. 2023-24: H (1.70) Crores)

2. RESERVES:

The closing balance of reserves, including retained earnings, of the Company as at March 31, 2025 was H 6,962.59 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 the Annual Report.

4. DIVIDEND:

The Directors have recommended a final dividend of H 33.50/- (i.e. 1,675%) per equity share of H 2/- each fully paid-up share in their meeting held on May 28, 2025, in addition to the interim dividend of H 18/- (900%) per equity share of H 2/- each fully paid-up share declared on February 05, 2025, aggregating to H 51.50/- (i.e. 2,575%) per equity share of H 2/- each fully paid-up share for the year ended March 31, 2025 (previous year H 38/- per equity share i.e. 1,900%). The final dividend is subject to approval of the Members at the ensuing Annual General Meeting and shall be subject to deduction of income tax at source as per applicable laws.

The final dividend recommended, and the interim dividend is paid in accordance with the principles and criteria as set out in the dividend distribution policy.

5. SHARE CAPITAL:

The paid-up share capital of the Company is H 55,44,00,000/- divided into 27,72,00,000 equity shares of H 2/- each as on March 31, 2025. Your Company has not come up with any issue (public, rights or preferential) during the year. There is no change in the share capital during Financial Year 2024-25.

6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES:

Your Board is pleased to provide details of the following subsidiary, joint ventures and associates as on March 31, 2025:

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

CSSPL, a wholly owned subsidiary, of the Company focuses on sales of Cummins engines, parts, accessories and providing service support to engines and generators in parts of Northern India close to the National Capital Region (NCR). CSSPL generated a revenue of H 200.40 Crores from its operations for the year ended March 31, 2025, as compared to H 199.02 Crore during the previous year (1 % higher).

The Board in its meeting held on February 07, 2025, had approved the sale of 100% stake in its subsidiary CSSPL to PAL SVAM Power Solutions Private Limited (Buyer). In pursuance of the completion of the closing conditions mentioned in Share Purchase Agreement between the Company, CSSPL and the Buyer, 100% equity shares of CSSPL were transferred to the Buyer. Consequently, CSSPL ceased to be a wholly-owned subsidiary of the Company with effect from April 1, 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 2,353.37 Crores from its operations for the year ended March 31, 2025, as compared to H 2,255.59 Crores during the previous year (4% higher).

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

Your Company owns 48.74% (March 31, 2024: 48.54%) 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 H2,011.89 Crores from its operations for the year ended March 31, 2025, as compared to H 1,805.38 Crores during the previous year (11% higher).

The shareholders of CGTIPL at their Extra-ordinary General Meeting held on March 17, 2022, approved a scheme for reduction of the issued, subscribed and paid-up share capital of the CGTIPL (the ‘Scheme'), cancelling and extinguishing, in aggregate, 7,433 equity shares of CGTIPL (‘Capital Reduction') as recommended by the Board of Directors in their meeting held on February 11, 2022. CGTIPL had filed a petition with Hon'ble National Company Law Tribunal (‘NCLT'), Mumbai Bench seeking approval on the said Scheme of Capital Reduction on April 7, 2022. The NCLT has approved the reduction in share capital corresponding to 6,532 equity shares of H 10 each with effect from December 18, 2024. Consequent to the reduction, the shareholding % of the

Company in CGTIPL has increased to 48.74%.

As required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, consolidated financial statements of the Company, its subsidiary, 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 the Annual Report.

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

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the financial statements of the

Company, consolidated financial statements along with relevant documents and separate financial statements in respect of CSSPL, are available on the website of the Company on https://www.cummins.com/en/in/ investors/india-financials.

The Company will make the said financial statements and related detailed information of CSSPL available upon request by any Member of the Company. These financial statements will also be kept open for inspection by any Member at the Registered Office of the Company and of CSSPL.

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 inter-alia Section 134 of the Companies Act, 2013 and 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 2024-25 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 2024-25.

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

Pursuance 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 the 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 Financial Year 2024-25, no materially significant related party transactions were entered into by the Company, that may have potential conflict with the interests of 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 Report.

The Policy on materiality of related party transactions as approved by the Board can be accessed on the 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 08, 2025.

12. CONSERVATION OF ENERGY:

During the Financial Year 2024-25, the Company has consistently endeavored to integrate energy conservation practices and initiatives throughout all its facilities.

The Company generated a total of 62,07,742 kWh of electricity from existing and new onsite solar installations. Facility wise details of the same are mentioned below:

*Kothrud plant has extended 550 kWp Solar power plant installed in February 2025.

Apart from the solar energy projects, the Company also undertook various other energy conservation initiatives. Details of the same are mentioned below:

Kothrud Engine Plant (KEP) of the Company focused on efforts to reduce compressed air leakages from 664 to 480 CFM, implemented energy-efficient systems (ventilation, air circulator automation, PIV battery chargers) and low cost no cost projects, which created an impact. KEP achieved the highest solar installation (4,400 kWp) so far with its own investment, generating 44.52 lakh units of green power from the Solar PV Rooftop system in FY 2024-25, resulting in approximately H 4.13 Cr savings in energy costs.

At Power Generation plant of the Company in Phaltan, fluorescent lamps on the shop floor were replaced with 120-watt LED lamps, achieving an annual energy saving of 168,480 kWh.

At High Horsepower plant of the Company at Phaltan Rebuild Centre, HVLS fans were installed in the upfit, tear down, and test cell areas leading to energy saving of 1,080 kWh. Additionally, humidity sensors are installed for controlling the heater system in the HT room, saving 5,040 kWh.

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 in collaboration with the parent company - 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 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 as part of the above initiatives during the year:

1. A Hotel Load Converter was successfully developed for the Rail business, marking the Company's strategic entry into the rail electrification space. The product has completed demonstration, type testing, and certification phases.

2. CPCBIV+ range of products are now well established in the market through a rigorous infant care program to support technological transition of the customers & end-users;

3. Developed a new product for export to the EU region, meeting the most stringent Euro Stage V emission norms; supplies have already commenced.

4. Launched a comprehensive range of products with engines exceeding 800 kWm, designed to meet the stringent CAQM norms for diesel generators in specific regions — significantly contributing to improved air quality.

5. Introduced new products in the 2000 kVA and 2500 kVA segments, featuring innovative engine solutions through an uprate program — effectively serving both Commercial & Industrial (C&I) and data centre markets.

6. The marine product portfolio was expanded to address the high power output needs of frontline defense applications, aligning with the Government's ‘Make in India' initiative;

7. As part of decarbonization strategy, evaluation of use of alternative fuels is being explored in India in relation to company's product offerings;

8. Telematics and analytics capabilities have been developed to improve uptime and fuel efficiency performance of our products;

9. Developing ‘fit-for-market' solutions to meet export emission requirements.

Further, your Company continues to strengthen its channel presence through its Genset Original Equipment Manufacturers partners who 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. Component indigenization capability was improved through enhanced test capability.

C. Future plans include:

1. Technological innovation to add value to products in the areas of alternate fuels, battery energy storage systems, hybrid engines and recycle / re-use;

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, 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:

14. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Your Company continues to be Net Foreign Exchange Earner. During the year under review, your Company exported 5,022 engines and 6,369 generator sets. Foreign exchange in terms of actual inflows during the year 2024-25 and foreign exchange outgo in terms of actual outflows during the year 2024-25 were as follows:

*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.

The 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.

The Company has received a Certificate from Practicing Company Secretary confirming that none of the Directors on the Board of the Company have been debarred or disqualified by MCA or SEBI or any such statutory authority from being appointed / continuing as Director and the same is appended as Annexure ‘7' which forms part of this Report.

16. ANNUAL RETURN:

As per the requirement under Section 92(3) of the Companies Act, 2013, the draft Annual Return for Financial Year 2024-25 is available on the website of the Company at the link: https://www.cummins.com/en/in/investors/india-annual-reports. The Annual General Meeting is proposed to be held on August 08, 2025. The Company shall upload a copy of Annual Return for Financial Year 2024-25 on the website, as soon as it has filed the said Annual Return with Registrar of Companies.

17. RISK MANAGEMENT:

Business Risk Evaluation and Management is an ongoing process within the Organization. The Company has a robust Enterprise Risk Management 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. We have 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 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 the Company's enterprise wide risk management framework including the risk management processes, systems and practices of the 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 are included in the Corporate Governance Report.

The details and process of Enterprise Risk Management implemented by the Company through Risk Management Policy, are included in the Management Discussion and Analysis, which forms part of 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 is appended as Annexure ‘3' and forms part of 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 may blow the whistle. The Policy was last revised in the Board Meeting held on August 06, 2024. This Policy may be accessed on the Company's website at the link: https://www.cummins.com/en/in/ investors/india-corporate-governance.

In addition, 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 stable well governed ethics investigations process. Regular workshops and awareness programmes against sexual harassment are conducted across the organization. During the year under review, one complaint pertaining to sexual harassment of woman employee was reported to the Committee which was resolved. No complaints remained unresolved as on March 31, 2025.

Your Company's leadership culture is to inspire and encourage all employees to reach their full potential. A great leadership culture begins with outstanding 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 the company, motivating them and giving them a higher sense of purpose. Leaders also build trust in our teams and in our organizations and align on key goals and priorities. Leaders foster open communications and offer various opportunities to employees to express their feedback through several ways.

The Company is committed to the highest possible standards of 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 the Company. Protected disclosures can be made by a whistle blower through an email or dedicated telephone line or letter to the Managing Director of the Company or Letter to the Head of Legal Department or Letter to the Chairman of Audit and Compliance Committee or via the Ethics helpline/ Webpage, details of which are available on website www.cumminsindia.com.

20.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 2024-25. 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 2024-25 as required under Regulation 26(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in the Corporate Governance Report which is appended as Annexure ‘4' and forms part of this Report.

Pursuant to regulation 26(5) of the SEBI Listing Regulations, senior management has made periodical disclosures to the Board relating to all material financial and commercial transactions, where they had (or were deemed to have had) personal interest that might have been in potential conflict with the interest of the Company.

21. DIRECTORS' RESPONSIBILITY STATEMENT:

Based on the framework of internal financial controls and compliance systems established and maintained by the 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 the Company's internal financial controls were adequate and effective during the Financial Year 2024-25.

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 year ended March 31, 2025, the applicable accounting standards have been followed and there was no material departure from the same; (ii) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2025 and of the profit and loss of the Company for the period April 01, 2024 to March 31, 2025; (iii) they have 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 annual accounts are prepared on a going concern basis; (v) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the year; and (vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Appointments and Re-appointments

Mr. Sekhar Natarajan (DIN: 01031445) was appointed by the Board as an Additional Director (Non-executive and Independent) with effect from May 29, 2024, and was regularized as a Director (Non-executive and independent) in 63rd Annual General Meeting of the Company held on August 07, 2024, to hold the office for the period of five (5) consecutive years effective from May 29, 2024, to May 28, 2029, not liable to retire by rotation. The members of the Company also approved continuation of his appointment even after he attains the age of 75 years, till expiry of his first term up to May 28, 2029.

Mr. Farokh N. Subedar (DIN: 00028428) was appointed by the Board as an Additional Director (Non-executive and Independent) with effect from May 29, 2024, and was regularized as a Director (Non-executive and Independent) in 63rd Annual General Meeting of the Company held on August 07, 2024, to hold the office for the period of five (5) consecutive years effective from May 29, 2024 to May 28, 2029, not liable to retire by rotation.

Ms. Shveta Arya (DIN: 08540723) was appointed by the Board as an Additional Director and Managing Director (Designate) (Executive and Non-independent) effective August 08, 2024, and was appointed/designated as Managing Director effective September 01, 2024, for a term of three (3) years, effective from September 01, 2024, to August 31, 2027, not liable to retire by rotation. The members of the Company approved the said appointment by way of an ordinary resolution passed on October 17, 2024, through postal ballot conducted by remote e-voting process.

Mr. Cornelius O'Sullivan (DIN: 10829830) was appointed by the Board as an Additional Director (Non-executive and Non-independent) with effect from November 08, 2024, and regularized as a Director (Non-executive and Non-independent), liable to retire by rotation, by way of an ordinary resolution passed on January 07, 2025, through postal ballot conducted by remote e-voting process.

In accordance with the Companies Act, 2013 and Articles of Association of the Company, Ms. Jennifer Mary Bush (DIN: 09777114), Chairperson, Director (Non-executive and Non-independent) of the Company, retires by rotation and being eligible, offer herself for re-appointment. The proposal seeking Member's approval for her re-appointment forms part of the Notice, which is also approved by the Board 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 Director seeking appointment/ re-appointment at this Annual General Meeting are given in the Explanatory Statement to the Notice and the Board on the recommendation of Nomination and Remuneration Committee, recommends the respective resolution further to the Members for approval.

Cessation

During the year, Mr. Ashwath Ram (DIN: 00149501) resigned as Managing Director (Executive and Non-independent) of the Company effective from close of business hours of August 31, 2024, on account of assuming full-time global role with Cummins Inc., USA. Consequently, he also ceased to be a member of the Stakeholders Relationship Committee, Risk Management Committee and Corporate Social Responsibility Committee of the Company with effect from close of business hours of August 31, 2024. He had confirmed vide his resignation letter that there were no other material reasons for his resignation.

Ms. Bonnie Jean Fetch (DIN: 09791477) resigned as Director (Non-executive and Non-independent) of the 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 Committee of the Company with effect from May 29, 2025. She had confirmed vide her resignation letter that there were no other material reasons for her resignation.

Ms. Rama Bijapurkar (DIN: 00001835) has expressed her intention not to continue as an Independent Director of the Company for second term due to preoccupations, recent developments in her professional portfolio and shift in her ongoing commitments. Accordingly, Ms. Bijapurkar will cease to be a Non-executive Independent Director of the Company upon completion of her first term of five years with effect from June 16, 2025. Consequently, she will also cease to be Chairperson/ member from respective Committee positions with effect from June 16, 2025. She had confirmed vide her letter that there were no other material reasons for her resignation.

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

Retirement

The Board in its meeting scheduled on May 29, 2024, took note of Mr. Nasser Munjee's (DIN: 00010180) and Mr. Rajeev Bakshi's (DIN: 00044621) retirement as Non-executive Independent Directors of the Company effective July 31, 2024, upon completion of their second term.

The Board places on record the deepest appreciation and gratitude for the valuable contributions made by them during their tenure on the Board.

The details of Board composition, number of meetings held, details of directorships of Directors etc. are provided in the Corporate Governance Report which is appended as Annexure ‘4' and forms part of this Report.

b) Changes in Key Managerial Personnel

In addition to the changes in the Managing Director and Key Managerial Personnel (KMP) mentioned above, the following additional changes in KMP have also taken place, during the period under review:

Mr. Ajay S. Patil resigned as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from close of business hours on January 09, 2025. Consequent to resignation of Mr. Patil, Mr. Prasad Kulkarni was appointed as the Interim Chief Financial Officer and Key Managerial Personnel of the Company with effect from January 10, 2025, till the time a new Chief Financial Officer is appointed by the Board.

The Board at its meeting held on May 28, 2025, based on the recommendation of the Nomination and Remuneration Committee and Audit & Compliance Committee, has approved the appointment of Ms. Soma Dilip Ghosh as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from July 21, 2025, upon her joining the Company.

Except as stated above, there were no other changes in the directors and key managerial personnel of the Company during the year under review since the last report.

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 Committee; and Risk Management Committee

Details of the constitution, broad terms of references of each Committee and number of meetings attended by individual Director etc. are provided in the Corporate Governance Report which is appended as Annexure ‘4' and forms part of this Report.

d) Policy on Director's Appointment and Remuneration:

The Policy of the 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 Report. The Policy was last revised in the Board Meeting held on May 28, 2025.

Details of the remuneration paid to the Board of Directors are 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 the 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 is appended as Annexure ‘4' and forms part of this Report.

f) Inter-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 in to state of affairs of the Company.

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

The details of familiarization programmes imparted are available at 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 the 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 the 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 regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

23. NUMBER OF MEETINGS OF THE BOARD:

Seven meetings of the Board of Directors were held during the year. The details of the meetings held and attendance there at are provided in the Corporate Governance Report which is appended as Annexure ‘4' and forms part of this Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Companies Act, 2013.

24. PARTICULARS OF EMPLOYEES AND REMUNERATION:

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 Report.

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 the Company Secretary at Cil.Investors@cummins.com. None of the employees listed in the said Annexure are related to any Director of the Company.

25. INDUSTRIAL RELATIONS:

Industrial Relations at all the plants of the Company continue to be cordial with minimal labour issues. Multiple initiatives and Labour Relations projects have been rolled out for shop employees to ensure better management & governance. Our unionized plant, KEP concluded long term wage settlement with the Union in December 2023, and the settlement was inclusive of productivity increase, linkage to new performance categories along with wage rise was signed off and implemented amicably and currently is in force. This settlement is helping the company to reward better performance and help employees to grow in the organization. We have introduced a performance management system for our shop, office & technician employees with updated performance categories which is helping us to differentiate and recognize employees' contribution in the business's success. We are taking the right steps to provide them with access to technology with which employees can leverage our online systems for better learning and bringing effectiveness in their daily work. We have also introduced an internal job posting system for all new positions across organizations which helps us to grow talent from non-exempt category. Our emphasis on "Right Environment" for all our employees is continued to ensure that all our employees feel comfortable and secure at their workplace. We ensured our employees are engaged through various sports activities and family functions such as cricket tournaments for all our employees/ Family Day celebration etc. Employee participation in various Corporate Responsibility projects has been commendable during the Financial Year. They joined hands with Company to drive some critical social impact projects.

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) ("PWC"), was appointed as Statutory Auditor of the Company to hold office till the conclusion of 65th Annual General Meeting.

Accordingly, PWC completed audit for Financial Year 2024-25 and issued Auditor's Report. There are no qualifications, reservations, adverse remarks or disclaimers made by the auditors in the Audit Report for the Financial Year 2024-25.

In terms of the Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the appointment of Statutory Auditors does not require ratification by the Members in Annual General Meeting. Accordingly, the Board noted the continued appointment of PWC as the Statutory Auditors of the Company for the Financial Year 2025-26 in its meeting held on May 28, 2025. PWC have informed the Company that they are eligible to continue, and their appointment is within the limits prescribed under Section 141 of the Companies Act, 2013.

SECRETARIAL AUDITORS:

M/s MMJB & Associates LLP, Practicing Company Secretaries, (LLPIN: AAR-9997) was appointed to conduct the secretarial audit of the Company for the Financial Year 2024-25, as required under Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Secretarial Audit Report in Form MR-3 for the Financial Year 2024-25 is appended as Annexure ‘5' which forms part of this Report. Both the reports do not contain any qualification, reservation or adverse remark.

The Annual Secretarial Compliance Report has been submitted to the Stock Exchanges as required under Regulation 24A of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

The Board at its meeting held on May 28, 2025, on the recommendation of the Audit and Compliance Committee, has approved the appointment of M/s. Makarand M. Joshi & Co., a firm of Company Secretaries in practice, a peer reviewed firm (Firm Registration Number: P2009MH007000) as the Secretarial Auditors of the Company for a period of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of shareholders of the Company at the ensuing Annual General Meeting.

COST AUDITORS:

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 the 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 the Company for the Financial Year 2024-25 at a remuneration of H 950,000/- plus taxes as applicable and re-imbursement of out of pocket expenses.

The remuneration was ratified by Members in the 63rd Annual General Meeting held on August 07, 2024.

Pursuant to recommendation of the Audit and Compliance Committee, the Board in its meeting held on

May 28, 2025, has appointed M/s C S Adawadkar & Co. (Firm Registration No.: 100401), to audit the cost accounts of the Company for the Financial Year 2025-26 at a remuneration of H 950,000/- 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. C S Adawadkar & Co, Cost Auditors, is being sought at the ensuing Annual General Meeting.

M/s. C S Adawadkar & Co, Cost Auditors, under Section 139(1) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, have furnished a certificate of their eligibility and consent for appointment.

27. 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 the Company's CSR initiatives, aligned with its three core focus areas: Higher Education, Energy and Environment, and Equality of Opportunity. In addition, the Company undertakes other strategic initiatives as part of its broader commitment to social responsibility.

Details of the CSR Policy and initiatives taken by the Company during the year are available on our website https:// www.cummins.com/en/in/investors/india-corporate-governance. The CSR Policy was last revised in the Board Meeting held on February 05, 2025. The Annual Report on our CSR Activities inter-alia including the amount spent, amount unspent together with reasons therefore is appended as Annexure ‘11' which forms part of this Report.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

As stipulated under the Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with the SEBI Circular dated May 10, 2021, your Company presents the Business Responsibility and Sustainability Report (‘BRSR') for Financial Year 2024-25, which provides enhanced disclosures on Environment, Social and Governance (ESG) practices and focused areas of the Company, and is appended as Annexure ‘12' and forms a part of this Report.

Pursuant to SEBI Listing Regulations, the Company has obtained, BRSR Reasonable assurance on BRSR Core Indicators from Price Waterhouse & Co Chartered Accountants LLP on a standalone basis for the FY 2024-25.

29. SECRETARIAL STANDARDS:

The 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).

30. DIVIDEND DISTRIBUTION POLICY:

The Board of Directors of the Company have formulated a Dividend Distribution Policy which is appended as Annexure ‘9' and forms part of this Report. The Policy was last revised in the Board Meeting held on February 05, 2025. The policy is also available on our website https://www.cummins.com/en/in/investors/ india-corporate-governance.

31. 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 year under review, the Company has transferred the following unclaimed and unpaid dividend and corresponding shares to IEPF, upon completion of period of seven years:

32. DETAILS OF INSOLVENCY AND BANKRUPTCY CODE:

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

33. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered into any One-Time Settlement with Bank's or Financial Institutions and therefore, no details of valuation in this regard is available.

34. 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 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 Managing Director of the Company did not receive any remuneration or commission from any of its subsidiaries. Further, the Company had not appointed any other Whole-time Director except the Managing Director;

d. No frauds were reported by Auditors under Section 143(12) of the Companies Act, 2013 and rules frame thereunder

e. 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;

f. No material changes and commitments occurred during April 01, 2025 till the date of this Report which would affect the financial position of your Company;

g. No penalties, strictures were imposed on the Company by Stock Exchange(s) or SEBI or any statutory authority, on any matter related to capital markets during the last three financials years; and

h. 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 year under review. The Directors also wish to place on record their deep sense of appreciation for the committed services by the Company's executives, employees, staff and associates.