Annual Report for the financial year 2025-26

SAL AUTOMOTIVE LIMITED Works : Kakrala Road, Nabha-147201 Distt. Patiala, Punjab (INDIA) Tel.: 01765-516870, 516816 E-mail: info@salautomotive.in GIN : L45202PB1974PLC003516 GSTIN : 03AABCP0383K1ZL SAL702/SP/BS E/2026-27 24th August, 2026 The Manager BSE Limited Department of Corporate Services Floor 25, P. J. Towers, Dalai Street Mumbai - 400 001 BSE Scrip Code: 539353 Sub: Annual Report for the Financial Year 2025-26 Dear Sir/Madam Pursuant to Regulation 34(1) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we are enclosing herewith a copy of Annual Report of the Company for the financial year 2025-26 which is being sent to the members of the Company for their adoption, at the 51st Annual General Meeting of the Company scheduled to be held on Monday, September 21, 2026 at 03:00 P.M. 1ST through Video Conference/Other Audio-Visual Means (“VC/OAVM"). The copy of Annual Report for the financial year 2025-26 is also being hosted on the website of the Company at https://salautomotive.in/annual-reports/. You are requested to take the above information on records. For SAL Automotive Limited Gagan Kaushik Company Secretary & General Counsel F8080 Enel. As above Other Works : Dharwad (Karnataka), Rudrapur (Uttarakhand), Pune (Maharashtra) Regd. Office : C-127, IV Floor, Satguru Infotech, Phase-VIII, Industrial Area, SAS Nagar (Mohali), Punjab -160062 Website: www.salautomotive.in bsi bsi (SO14001 (SO45001 AIT16949 SAL AUTOMOTIVE LIMITED SAL Automotive Limited Company Secretary & General Counsel BOARD OF DIRECTORS GAGAN KAUSHIK RAJIV SHARMA Finance Controller & KMP (Chairman) KULVINDER SINGH R.K. SHARMA Statutory Auditor (Managing Director) M/S MANGLA ASSOCIATES Chartered Accountants JAMIL AHMAD (Non-Independent Director) Bankers ICICI Bank Ltd. K.N. AGARWAL STATE BANK OF INDIA (Independent Director) AXIS BANK LIMITED NAMRATA JAIN Registered Office (ED –Finance & CFO) C-127, IV Floor, Satguru Infotech Phase VIII, Industrial Area, UTTAM SAHAY S.A.S.Nagar (Mohali) (Independent Director) Punjab -160 062 CIN : L45202PB1974PLC003516 Tel. : 0172-4650377 Email : kaushik.gagan@salautomotive.in Works (1) Focal Point, Kakrala Road, Nabha Distt. Patiala, Punjab -147 201 (2) 183/I, Belur Industrial Area, Dharwad, Distt. Dharwad, Karnataka-580011 (3) Khasra No. 11, Rameshpur, Rudrapur Distt. Udham Singh Nagar, Uttrakhand-263153 (4) Gate No. 436, Alandi Phata, Chakan, Pune, Maharashtra-410501 (5) Plot No. 44 & 45, Sector 2, IIE SIIDCUL, Haridwar, Uttrakhand-249403 Website www.salautomotive.in Registrar and Transfer Agent M/s MCS Share Transfer Agent Limited Unit: SAL Automotive Ltd. 179-180, 3rd Floor, DSIDC Shed Okhla Industrial Area, Phase - I New Delhi - 110020 Tel: 011-41406149 Fax: 011-41709881 Email: helpdeskdelhi@mcsregistrars.com SAL AUTOMOTIVE LIMITED ANNUAL GENERAL MEETING on Monday, 21st September, 2026 Through Video Conferencing CONTENTS PAGE NO. Notice of Annual General Meeting 3 Report of the Directors 26 Management Discussion and Analysis 47 Corporate Governance Report 54 Independent Auditors’ Report 77 Balance Sheet 86 Statement of Profit and Loss 87 Significant Accounting Policies 88 Notes on Accounts 95 Cash Flow Statement 122 SAL AUTOMOTIVE LIMITED NOTICE OF ANNUAL GENERAL MEETING Notice is hereby given that the 51st Annual General Meeting of the members of SAL Automotive Limited ("Company") will be held on Monday, 21st September 2026 at 03:00P.M. (IST) through Video Conferencing (VC)/ Other Audio-Visual Means ('OAVM') to transact the following businesses: ORDINARY BUSINESS 1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2026 and the Reports of the Auditors' and the Directors' thereon. 2. To declare a final dividend of Rs. 2 per Equity Share of the face value of Rs. 10 each (i.e. 20%), of the Company for the financial year ended March 31, 2026. 3. To re-appoint Mr. Rajiv Sharma (DIN: 07418337), Non-Executive Non Independent Director, who retires by rotation and, being eligible, offers himself for re-appointment. SPECIAL BUSINESSES 4. To ratify remuneration of the Cost Auditor for the financial year ending March 31, 2027. To consider and, if thought fit, to pass, the following Resolution as an Ordinary Resolution: "RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) and pursuant to the recommendation of the Audit Committee, the remuneration payable to M/s. SDM & Associates, Cost Accountants (Firm Registration No. 000281), appointed by the Board of Directors of the Company as Cost Auditors of the Company to conduct the audit of the cost records of the Company for the financial year ending March 31, 2027, amounting to Rs. 85,000/- (Rupees Eighty-Five Thousand only) plus taxes as may be applicable and reimbursement of such other out of pocket expenses as may be incurred by the said Cost Auditors during the course of the audit, be and is hereby ratified. RESOLVED FURTHER THAT the Board of Directors of the company or Company secretary be and are hereby severally authorized on behalf of the Company to do all acts, deeds, matters and take all such steps as may be necessary, proper or expedient to give effect to this resolution." 5. To approve adoption of new set of Memorandum of Association of the Company as per the provisions of the Companies Act, 2013. To consider and, if thought fit, to pass, the following Resolution as a Special Resolution: "RESOLVED THAT pursuant to the provisions of Section 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 ("Act") read with Companies (Incorporation) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and in conformity with Table A of the Schedule I of the Act and subject to such approvals, permissions and sanctions as may be necessary, consent of the Members be and is hereby accorded for adoption of the new set of Memorandum of Association of the Company in substitution of and to the exclusion of the existing Memorandum of Association of the Company, inter-alia, incorporating the following changes: 1. All references to the "Companies Act, 1956" and the corresponding provisions/sections thereunder appearing in the existing Memorandum of Association be substituted with references to the "Companies Act, 2013" and the corresponding applicable provisions/sections thereof, wherever applicable. 2. In accordance with the Table A of the Schedule I of the Act, the Clause III (A), III (B) and Clause IV of the Memorandum of Association of the Company, be renamed and read as under: Clause III (A) The objects to be pursued by the Company on its incorporation are: Clause III (B) Matters which are necessary for furtherance of the objects specified in Clause III (A) are: Clause IV The liability of the member(s) is limited, and this liability is limited to the amount unpaid, if any, on the shares held by them. SAL AUTOMOTIVE LIMITED 3. Existing Clause III (C) - "Other Objects of the Company not included in Clause III Sub Clause 'A' and 'B' above" is merged into Clause III (B). RESOLVED FURTHER THAT for the purpose of giving full effect to this resolution, any of the Directors or Company secretary of the Company be and are hereby severally authorized on behalf of the Company to do all such acts, deeds, matters and things as it may, in its absolute discretion, deem necessary, expedient, proper or desirable and to settle all questions, difficulties or doubts that may arise in this regard at any stage including acceptance of any changes as may be suggested by the Registrar of Companies and/or any other competent authority, without requiring the Boa [Showing first 8,000 characters — download PDF for full document]