Key Decisions and Approvals

1. Financial Results Approval

The Board of Directors approved the audited standalone and consolidated financial results for the fourth quarter and year ended on March 31, 2026, on the recommendation of the Audit Committee. The financial results were duly signed by the Managing Director and Statutory Auditors of the Company along with the Auditor's Report both Standalone and Consolidated.

2. Statutory Auditor Appointment

The Board approved the appointment of M/s. MSKA & Associates LLP (Formerly known as MSKA & Associates), Chartered Accountants (ICAI Firm Registration Number: 105047W / W101187), with peer review certificate number 016966, as the Statutory Auditor of the Company. The appointment is for a term of 5 consecutive years from the conclusion of the ensuing 42nd Annual General Meeting (AGM) until the conclusion of the 47th Annual General Meeting to be held in Financial Year 2031-32, subject to shareholder approval.

3. Director Appointment Recommendation

The Board, on the recommendation of the Nomination and Remuneration Committee, approved recommending to shareholders the appointment of Mr. Paul Francis Kuttukaran (DIN: 11727635) as a Non-Executive Director effective from the ensuing 42nd AGM.

4. Committee Re-composition

The Board re-composed several committees with new compositions effective 26th May, 2026:

Audit Committee:

  • Chairman: Mr. Neeraj Jain, Independent Director (DIN: 00348591)
  • Members: Mr. George Joseph, Independent Director (DIN: 00253754); Mr. Jacob Kurian, Independent Director (DIN: 00213259); Ms. Preeti Reddy, Independent Director (DIN: 07248280)

Corporate Social Responsibility Committee:

  • Chairman: Mr. John Kuttukaran Paul, Whole Time Director (DIN: 00016513)
  • Members: Mr. Naveen Philip, Managing Director (DIN: 00018827); Mr. Jacob Kurian, Independent Director (DIN: 00213259)

Risk Management Committee:

  • Chairman: Mr. Murali Narayanan, Independent Director (DIN: 11356917)
  • Members: Mr. Neeraj Jain, Independent Director (DIN: 00348591); Mr. George Joseph, Independent Director (DIN: 00253754); Mr. Naveen Philip, Managing Director (DIN: 00018827)

Finance and Authorisation Committee:

  • Chairman: Mr. Naveen Philip, Managing Director (DIN: 00018827)
  • Member: Mr. John Kuttukaran Paul, Whole Time Director (DIN: 00016513)

5. Management Changes

  • Mr. Gopikrishnan J, Head Operations-Tamil Nadu, was appointed as the Chief Risk Officer of the Company effective from 26th May, 2026, replacing Ms. Jarly Manjesh.
  • Ms. Jarly Manjesh was re-designated as Head – Group Finance Transformation.
  • Both continue as Senior Management Personnel of the Company.
  • Mr. P. Jayaprakash, Vice President Service; Mr. Manoj J Chethimattam, Head Supply Chain Management; and Mr. Jobin Thomas, Head Human Resource ceased to be considered as Senior Management Personnel from their separation dates.

6. Revenue Growth Correction Disclosure

The Board approved a detailed clarification regarding inadvertent misstatements in financial numbers across segments for Q4FY26 disclosed in the Business Update published on April 17, 2026. The misstatement arose due to erroneous calculation during data compilation, resulting in higher revenue growth numbers being reported.

After necessary rectifications, the revenue growth for Q4FY26 over Q4FY25 has been restated to 28% from the previously disclosed 69%. The revenue growth numbers for full year FY26 compared to FY25 across various segments remain broadly in line with the figures disclosed in the Business Update.

Financial Highlights (Standalone)

Balance Sheet (as at 31 March 2026 vs 31 March 2025)

  • Total Assets: ₹14,850.09 million (vs ₹12,314.42 million)
  • Non-current Assets: ₹10,112.06 million (vs ₹7,440.70 million)
  • Current Assets: ₹4,738.03 million (vs ₹4,865.29 million)
  • Equity: ₹4,052.11 million (vs ₹4,550.02 million)
  • Total Liabilities: ₹10,797.98 million (vs ₹7,764.40 million)

Key Financial Metrics

  • Loss before tax and exceptional items: ₹(695.03) million for year ended 31 March 2026
  • Finance costs: ₹676.77 million
  • Depreciation and amortisation expenses: ₹783.18 million
  • Cash and cash equivalents: ₹402.20 million (vs ₹85.58 million)

Business Acquisition Details

The Company acquired a Maruti Suzuki India Limited dealership business from R K S Motor Private Limited through a slump sale effective 15 October 2025. The aggregate consideration was ₹930 million payable in tranches, plus inventory acquisition of ₹50.02 million. Goodwill of ₹14.87 million was recognized from this acquisition.

Labour Code Impact

The Company accounted for an incremental impact of ₹8.70 million under 'Exceptional items' due to the implementation of new Labour Codes, comprising ₹6.24 million for gratuity and ₹2.46 million for long-term compensated absences.

Subsidiary Disinvestment

The Company completed disinvestment of its stake in Kuttukaran Green Private Limited on 31 August 2025 for a consideration of ₹20 million, recording a gain of ₹11.57 million.

Meeting Details

The Board meeting commenced at 03:30 PM and concluded at 07:00 PM on 26th May, 2026.