Annual report
Page 1
castrol.co.in Registered address: Castrol India Limited CIN: L23200MH1979PLC021359 Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400093 Tel: +91 22 7177 7111/ Fax: +91 22 6698 4101 Customer Service Toll Free No: 1800222100 / 18002098100 25 February 2026 To The BSE Limited National Stock Exchange of India Limited Phiroze Jeejeebhoy Towers, Exchange Plaza, C-1, Block G, Dalal Street Bandra Kurla Complex, Bandra East, Mumbai – 400 001 Mumbai – 400 051 Scrip Code: 500870 Symbol : CASTROLIND Subject: Notice of 48th Annual General Meeting and Annual Report for the financial year ended 31 December 2025 Dear Sir/Madam, We wish to inform you that the 48th Annual General Meeting (‘AGM’) of the Company is scheduled to be held on Monday, 30 March 2026 at 10:00 a.m. IST , through Video Conferencing/Other Audio-Visual Means. In terms of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, the Company has fixed Monday, 23 March 2026 as the cut-off date to determine the eligibility of the shareholders to cast their vote by remote e-voting and e-voting during the 48th AGM. Further, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, we are enclosing the Notice of the 48 th AGM and the Annual Report for the financial year ended 31 December 2025. These documents are being sent by email to those shareholders whose email ids are registered with the Registrar and Transfer Agent / Depository Participant(s). For those shareholders whose email ids are not registered, web-link of the documents is being sent via registered post. The documents are also available on the website of the Company at: https://www.castrol.com/en_in/india/home/investors/annual-reports.html. Request you to take the above on record. Thank you. Yours faithfully, For Castrol India Limited Hemangi Ghag Company Secretary & Compliance Officer Encl.: A/a (castrol (castrol
Page 2
(c a s tr o (c a s tr o
Page 3
CORPORATE Information Board of Directors Rakesh Makhija Chairman and Independent Director Sangeeta Talwar Independent Director Satyavati Berera Independent Director Kartikeya Dube Nominee Director Nisha Trivedi Nominee Director Saugata Basuray Wholetime Director and Interim CEO Mrinalini Srinivasan Wholetime Director and Chief Financial Officer Company Secretary & Compliance Officer Hemangi Ghag Auditors Deloitte Haskins & Sells LLP Chartered Accountants Bankers Deutsche Bank HDFC Bank Ltd. The Hongkong and Shanghai Banking Corporation Ltd. State Bank of India Citibank N.A. DBS Bank Ltd. JPMorgan Chase Bank N.A. Standard Chartered Bank Registered Office Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai - 400 093, India CIN: L23200MH1979PLC021359 Tel: +91-22-71777111 Fax: +91-22-6698 4101 Email: investorrelations.india@castrol.com Website: www.castrol.co.in Registrar & Transfer Agent KFin Technologies Limited Selenium Tower-B, Plot No. 31-32 Gachibowli, Financial District, Nanakramguda, Hyderabad - 500 032 Toll-free No.: 1800-3094-001 Email: einward.ris@kfintech.com Website: www.kfintech.com Growing with Discipline. Delivering with Consistency ...........................02 Corporate overview .......................................... 04 Growing with Discipline ...................................22 Delivering with Consistency ...........................32 People and our planet.......................................42 Awards & accolades ......................................... 48 Corporate Overview Management discussion and analysis report ............................................50 Board’s report ......................................................61 Report on corporate governance .................83 Business responsibility and sustainability report .......................................104 Statutory Reports CONTENTS TABLE OF 1 2 Independent auditor’s report .....................149 Balance sheet ....................................................160 Statement of profit and loss .......................161 Statement of changes in equity .................162 Cash flow statement ......................................163 Notes of financial statements ....................165 Notice for Annual General Meeting .........215 Financial Reports and Notice3
Page 4
India is moving at a fast pace, shaped by changing expectations across mobility and industry. Performance, for Castrol India, has never been about rushing ahead, it has been about moving with purpose, from engineering precision, to building reliability, and earning trust, one decision at a time. From engines that endure extreme heat to machines that power entire industries, we are present wherever movement matters. That has been our role in India’s journey for over a century now. That responsibility took a sharper meaning last year, with an accelerated pace of change, across mobility, industry, and customer expectations. We stayed anchored in what has always defined us: Disciplined execution and consistent delivery. Across the country’s most diverse markets, we kept supply flowing. Our blending plants operated with focus and reliability. Digital tools strengthened our network, and workshops, distributors, and OEMs continued to receive performance they could depend on, every day, without exception. This is what delivering with consistency looks like: Precision in how we operate, dependability in how we serve, and the same standard of performance in every drop that reaches our customers and consumers. Scan the code to watch our brand film At the same time, we recognise that speed— Raftaar, is not about haste. It is about momentum built the right way. Growth that is deliberate. Innovation that is purposeful. Expansion that is sustainable. That is why we are growing with discipline. From advancing lubricant technology to extending our reach across segments, every step forward is measured, intentional, and designed to endure. This balance between momentum and control is what allows Castrol India to keep India moving, confidently today, and responsibly into the future. GROWING with DISCIPLINE. DELIVERING with CONSISTENCY. Castrol India Limited | Annual R eport 2025 02 03 Statutory Reports Corporate OverviewFinancial Statements - mm - mm
Page 5
A Consistent PERFORMER. A DISCIPLINED Leader. ₹8.75 Dividend per share ₹5,722 Cr Revenue from operations ₹1,348 Cr EBITDA ₹9.60 Earnings per share ₹950 Cr Profit after tax ₹190 Bn Market capitalisation Castrol India’s leadership has been shaped by decades of disciplined execution. This discipline defines how we operate every day, through clarity of priorities, rigour in decisions, and consistency in action. Across more than a century of operations, our strength has not come from chasing momentum, but from applying disciplined thinking to what truly drives performance. We engineer with precision, operate with control, and execute with focus. This is how Castrol India leads; not by doing more, but by doing the fundamentals exceptionally well, year after year. 8 Litres of Castrol is sold in India every second #1 Market share across automotive categories CONSISTENCY Across EVERY MILE Wherever industries thrive, engines rumble, and wheels turn, we are nearby, bringing reliable performance to every corner of India and growing our presence to be closer to consumers and business partners. 32,000+ Multi-brand bike workshops 1,50,000+ Outlets in India 750+ Castrol Auto Service (CAS) outlets 40,000+ Retail stores in rural India 23 Chemical Management and Services sites 4 Offices in Mumbai, Delhi, Kolkata, and Chennai 14 Depots and distributor centre hubs 3 Manufacturing facilities in Silvassa, Patalganga, and Paharpur 400+ Distributors 950+ Sub-distributors 90+ OEMs Corporate overview Numbers that defined us in 2025 Castrol India Limited | Annual R eport 2025 04 05 Statutory Reports Corporate OverviewFinancial Statements ' j ' j
Page 6
MILESTONES of MOMENTUM Our Journey Pre-independence to 1950s: FOUNDATION 1899: Launched C.C. Wakefield & Co. 1909: Wakefield registered lubricant under brand name ‘Castrol’ 1910: Introduced C.C. Wakefield’s automobile lubricants in India 1919: First branch set up in Bombay for overseas operations 1926: Featured on Mumbai’s first motorised BEST bus 1960s to 1990s: EXPANSION AND MANUFACTURING 1961: Commenced manufacturing operations in Mumbai 1963: Paharpur plant inaugurated 1979: Indian branch became ‘Indrol Lubricants & Specialities’ 1983: Indrol went public with 40% equity held by Castrol UK 1985: Patalganga plant established 1990: Castrol India Limited formed 1996: Silvassa plant commissioned 2000s to present: INNOVATION AND LOCALISATION 2000: bp acquired Burmah Castrol 2009: Launched Castrol Eklavya 2022: PCR (Post-Consumer Recycled) Packs introduced in India 2022: Collaborated with Jio bp for e-mobility solutions 2024: State of the technology centre inaugurated at Patalganga 2025: Introduced India’s first-of-its-kind engine oil with re-refined base oil. FastScan crossed 50 million digital transactions with mechanics nationwide. Our journey of more than a century is steeped in expanding our manufacturing footprint, continuous innovation, and optimising India’s mobility and industrial progress. Castrol India Limited | Annual R eport 2025 06 07 Statutory Reports Corporate OverviewFinancial Statements
Page 7
OUR Unique DNA In-house R&D Robust supply chain Future-ready portfolio Widespread distribution network Digitalising customer experience On-ground relationships with mechanics & truckers Innovation + + Heritage + Community Castrol India Limited | Annual R eport 2025 08 09 Statutory Reports Corporate OverviewFinancial Statements
Page 8
My Dear Shareholders, LEADING with DISCIPLINE, building ENDURING VALUE Chairman’s message “Growing with discipline. Delivering with consistency.” is not a slogan for us. It is a simple description of how Castrol India was run through 2025. I am delighted to provide an update on your company’s performance and progress during the year. The Board and the management worked closely to ensure that Castrol India remained true to its legacy as a leader in the lubricants business, while staying firmly focused on execution. Automotive continued to be the backbone of our company. We hold a strong position with original equipment manufacturers (OEMs) and in the aftermarket, built over years of trust and performance. At the same time, as India advances towards becoming a more industrialised and consumer-led economy, newer and bigger opportunities are opening up. We are approaching these thoughtfully and intend to build on them over the near to medium term. The year presented a familiar mix of opportunity and pressure. Demand across mobility and industry remained steady, but the environment was far from easy. Input costs were volatile, currencies worked against us, and competition stayed intense. Instead, the focus stayed firmly on execution. Castrol India closed the year with a solid performance. We grew volumes (establishing a new milestone), we protected margins, and strengthened our market position. This was a result of multiple, well thought-out decisions, driven by focus on maintaining financial discipline, concentrated brand investments, and a clear understanding of where we could win and where restraint was necessary. Our core automotive brands continued to outperform, commercial mobility saw broader participation across applications, and our Industrial business progressed by staying close to customer needs rather than chasing scale for its own sake. What gives me confidence is not just what we delivered, but how we delivered it. While the Indian lubricant market continues to evolve, it follows a non-linear trajectory. Despite new, emerging technologies, internal combustion engines will continue to dominate in the coming years. Hybrids, CNG, and electric mobility will grow, but at different speeds and in different use cases. Our strategy reflects this reality. We are supporting today’s vehicles while preparing for tomorrow’s requirements, without overcorrecting or losing focus on our core strengths. As we look ahead, our direction is clear. Automotive lubricants remain the core foundation of the business. Around this, we are deliberately building adjacencies: auto care, service and maintenance, and application-led industrial solutions, where Castrol’s brand, technical capability, and reach give us an advantage. This is not a shift away from who we are, but a natural extension of it. We will continue to pursue growth aggressively, with an emphasis on profitability and execution excellence. During the year, we strengthened our organisation to address the industrial business. Our primary focus was on segments where our engineering and technical capabilities can deliver meaningful value towards reduced operating costs and enhanced performance. Steel, cement, and heavy engineering are some of the segments where our solutions are now being applied. In addition, our Chemical Management Solutions (CMS), a service initiative, gained significant traction, with several customers entrusting Castrol with end-to-end lubricant management on a turnkey basis. Consistency, however, depends on capability. Castrol India benefits from a strong leadership bench, experienced teams, and reliable manufacturing operations. Over the years, we have built an organisation that knows how to execute at scale. We are now strengthening our technical and R&D capabilities in India. A state-of-the-art Technical Centre is being established at Patalganga to provide product development and application expertise closer to our customers and to the wider Castrol organisation. This is a long-term investment, aimed at resilience and relevance rather than short-term wins. Finally, discipline also extends beyond the balance sheet. Our long-standing social initiatives, such as Eklavya for mechanics and Sarathi Mitra for truck drivers, continue to expand in reach and depth. These programmes reflect our ‘shared future’ ecosystem, beyond products and profits. Alongside this, we remain committed to responsible operations and reducing our environmental footprint in practical, measurable ways. During the year, bp’s strategic review of its global lubricants business led to an agreement to induct Stonepeak as a majority shareholder while retaining a meaningful minority interest. Subject to necessary approvals, the transaction is expected to be completed by the end of 2026. For Castrol India, this does not change how we operate: ͕ Our governance and strategic priorities remain firmly in place. ͕ The business continues as usual, with a clear focus on safety, customers, innovation and people. Before I close, I would like to thank all our employees and our management for their hard work and commitment that helped us deliver a strong and resilient performance. Even while we had a change of leadership during the latter part of the year, our new Interim CEO, Saugata Basuray, ensured that the Castrol ship continued to sail forward smoothly. Also, I would like to thank my colleagues on the Board for their guidance, stewardship and support to me and the management. Castrol India moves forward with confidence, not because markets are predictable, but because our approach is. We will continue to grow with discipline and deliver with consistency. Warm regards, Mr. Rakesh Makhija Chairman Castrol India Limited | Annual R eport 2025 10 11 Statutory Reports Corporate OverviewFinancial Statements
Page 9
Dear Shareholders, DELIVERING CONSISTENTLY through INNOVATION and RESILIENCE Letter from the Interim CEO Commitment has always been at the core of Castrol India’s ethos. We are a company that has lived this commitment in India since 1910. Be it customers or business associates, we are driven by our focus on solving our stakeholders’ needs through continuous engagement led by innovation, and superior products and services. Castrol’s legacy is rich, but our eyes are firmly set on the future. We remain focused on keeping the business competitive and relevant, while maintaining safety as a core value upon which we operate. It has been my privilege to take on the role of Interim CEO recently from Mr Kedar Lele, whose brief but impactful tenure has generated strong momentum in your company’s performance. My team and I are working to build on that strong momentum and position your company to grow in a world shaped by low-carbon energy systems and mobility. 2025: Bharat and India continue to grow, evolve and change Our FY 2025 performance reinforced our disciplined execution and clear focus. At the same time, we maintained the agility needed to respond to a constantly evolving environment. We managed to steer volatile raw material costs and adverse currency movements with strong cost- control measures across the supply chain. We delivered eight consecutive quarters of volume growth ahead of the market and gained market share. While our core business scaled up its distribution footprint deeper into rural India, now reaching over 40,000 customers. We also brought new innovations to the market, such as the launch of an engine oil made with RRBO in collaboration with a leading OEM, and upgrading our digital stack to reach over five lakh mechanics, 400+ distributors and over 1.5 lakh customers. Our industrial business recorded double-digit growth while adding new customers in the cement and steel sectors. Record volumes meant a very high level of capacity utilisation at our three plants, underlining operational efficiencies. Castrol India enters FY 2026 from a position of stability. Our volume grew by 8%. This translated into revenue growth of 7% and EBITDA growth of 5%. We continue to generate strong cash flow, which enables us to invest in new and adjacent areas to create future growth sources. A changing market landscape is the only thing that remains constant Global political events drove volatility in commodity prices and currencies and impacted supply chains. While the mobility sector continues to evolve, battery-powered electric vehicles (BEVs) remain a small but growing portion of new vehicle sales and are gaining ground. Similarly, hybrids are scaling up while reducing carbon intensity. Internal combustion engines (ICE), however, continue to become more efficient and cleaner, powering the majority of the new vehicles sold in the country. We expect Hybrids and ICE technologies to remain dominant in the medium term. BEVs will continue to grow, particularly in two- and three- wheelers. Castrol is associated with leading BEV OEMs in the country, with a majority of them using Castrol EV fluids. Rural India remains a bright spot, especially for two- wheelers. Robust agricultural activity, supported by favourable monsoon, has driven demand for tractors and small commercial vehicles. In addition, the expanding services sector and mechanisation in farming have translated to more resilient demand for energy and lubricants. But there are bigger changes at play. Digital has penetrated deep into rural India. Services are increasingly becoming a bigger source of livelihood in rural areas. This has led the rural economy to become less sensitive to the agricultural cycles. Beyond mobility, emerging sectors are creating new opportunities. Data centres and specialised infrastructure are driving demand for advanced thermal management and cooling fluids. Our nascent thermal management fluids business continues to take shape as we engage with customers investing in data centre infrastructure. Overall, the automotive lubricants market continues to evolve and grow. Our core business rests on two pillars: a distribution network we keep investing in, and brands people trust. Furthermore, the industrial sector continues to generate sustained demand, supported by favourable policies and an enhanced focus on domestic production. We are well positioned to tap into these evolving trends. 2026: Castrol India, part of India’s future In FY 2026, our priorities remain consistent. We will continue to strengthen our mobility and industrial businesses, deepen our rural presence, and expand across relevant geographies. Our rural strategy will be supported by fit-for-purpose products, targeted consumer engagements, and mechanic outreach to drive trials at scale. We will continue to build adjacencies, such as auto care. Strengthening Castrol’s service network remains important. It is not only a channel but also a means to build trust and long-term growth. In the industrial business, we will stay focused on application-led solutions, backed by technical expertise and closer collaboration with global OEMs. What the strategic review delivered: Clarity and continuity The bp group, which owns the Castrol brand globally, undertook a strategic review of its portfolio, including the global Castrol business, and announced an agreement to sell a 65% shareholding in the global Castrol lubricant business to Stonepeak, while retaining a 35% minority interest. The transaction, subject to regulatory approvals, is expected to be completed by the end of 2026. For Castrol India, this development does not change how we operate our business. In fact, our leadership team remains focused on driving growth and improving operational performance, while maintaining the standard of governance you expect of us. Closing reflections I extend heartfelt gratitude for your continued trust and support. Castrol has thrived in India for over a century, built on the trust of customers, shareholders, suppliers, employees, and the community at large. We do not take this lightly. We enter FY 2026 with a stronger foundation. We will continue to execute with discipline, operate with integrity, and focus on delivering sustainable value for our shareholders, every day and in everything we do. Sincerely, Saugata Basuray Wholetime Director and Interim CEO Castrol India Limited | Annual R eport 2025 12 13 Statutory Reports Corporate OverviewFinancial Statements
Page 10
PRODUCTS DESIGNED for PROGRESS, built with DISCIPLINE Every product we create serves a clear purpose: to keep engines, machines, and businesses operating at their best. Mobility solutions Designed for India’s varied mobility ecosystem, our portfolio delivers reliable engine performance, protection, and efficiency across diverse operating conditions. Castrol EDGE Castrol GTX Castrol MAGNATEC Cars & SUVs Our comprehensive range of 4-wheeler vehicle oils includes engine oils, transmission oils, brake fluids, and coolants. We cater to 12 industries through 45 brands and ~600 brand variants. 2-Wheelers Complete range of two-wheeler oils designed for every kind of motorcycle and scooter. Engineered to deliver superior protection and performance across riding conditions. Commercial vehicles Full fluid portfolio across engine oils and specialties support commercial vehicles across truck, agri and off-road. Castrol POWER1 Castrol POWER1 ULTIMATE Castrol TURBOMAX+ Castrol CRB PLUS Castrol Activ Castrol Activ ESSENTIAL Product portfolio Castrol TRANSMAX AGRI UTTO Castrol SPHEEROL 40K Red Grease Castrol RADICOOL Pink Coolant Castrol CRB ESSENTIAL Castrol Activ SCOOTER Castrol India Limited | Annual R eport 2025 14 15 Statutory Reports Corporate OverviewFinancial Statements - l - .. - 1 a - l - .. - 1 a
Page 11
Industrial lubricants and fluids Cooling & digital infrastructure Built on deep technical and application expertise, our industrial portfolio supports industries such as steel, automotive, textile, and energy. It is designed to endure demanding industrial processes, manufacturing environments, and large infrastructure operations. Recognising ‘immersion cooling’ as a critical, sustainable technology to save the energy required for efficient operation of data centres, we offer a comprehensive solution of single-phase immersion cooling fluids. Electric vehicles We are redefining standards for EV fluids with a range of high-quality lubricants, including EV greases. Castrol ON EV TRANSMISSION FLUID Hysol OptigearRustilo Alusol Techniclean Tribol Auto care portfolio Rider Care Aesthetic Care Mechanical CareNew product categories are expanding our auto care portfolio with mechanic care, aesthetic care, and rider care ranges, moving towards an assortment of futuristic solutions for vehicle maintenance. While our products deliver consistent performance across varied sectors, we continue to build on Castrol’s proven credentials as we prepare for India’s evolving mobility and industrial scenario, emphasising our commitment to Growing with Discipline. Delivering with Consistency. Castrol ALL-IN-ONE HELMET CLEANER Castrol ULTRA PROTECT SHAMPOO Castrol CHAIN LUBE Castrol ANTI RUST Castrol 3-IN-1 SHINER Castrol SHINER SPONGE Castrol MICROFIBRE CLOTH Castrol ULTRA PROTECT WAX Castrol GLASS CLEANER Castrol DASH & LEATHER DRESSER Castrol BRAKE CLEANER Castrol THROTTLE BODY CLEANER Castrol FUEL INJECTOR & CARBURETTOR CLEANER Castrol India Limited | Annual R eport 2025 16 17 Statutory Reports Corporate OverviewFinancial Statements I / castrol castrol (castrol (castrol (castrol (castro l lill I I 11 castrol O v I / castrol castrol (castrol (castrol (castrol (castro l lill I I 11 castrol O v
Page 12
DISCIPLINED Operations. RELIABLE Output. Manufacturing and Supply Chain We focus on disciplined processes, strong operational control, and continuous improvement to ensure every drop meets our performance standards. To serve the nation’s diverse mobility and industrial needs, we run three blending facilities in India: Patalganga, Silvassa, and Paharpur. Our supply chain is guided by an organised Sales & Operations Planning (S&OP) framework, focusing on: Topline growth through state-of-the-art manufacturing, increased productivity, and process optimisation Future-readiness through digital transformation, advanced formulation, and infrastructure development 1 2 3 Responsible operations through reduced emissions, energy intensity, and virgin plastic usage H ow w e d e li v e r S ilv a s sa P la n t ( U n io n T e rrito r y ) P a ta lg an g a P lan t , M ah ar a s h t ra O ur m a n u fa c t ur in g p la n t s : Whe re p e r fo rma nc e tak e s s h ap e 10 % Im p ro v e m e nt i n O v e ra ll E q u ip m e nt E ff e c t iv e n e s s (OE E ) a nd pr o d u c t iv it y 10 % Im p ro v e m e nt i n O E E a n d p ro d u c t iv it y 20 % R e d uc ti on i n w a s te gen er a ti on 85 + Mi llio n l it re s * 30 % R e d uc ti on i n en er g y i n ten s it y 13 Mi llio n l it re s p e r an nu m c ap a c it y a d d e d th rou g h deb o t tl en e c k in g 4 .6% R e d uc ti on i n m anu fa c t u r in g c o s t s 100+ Mi llio n l it re s * 10 Ye a rs o f D A F W C - f r e e ope r at ion s * * Paharpur Plant, West Bengal 10% Improvement in OEE 45+ Million litres* 12% Decline in specific power consumption from FY24 28% Improvement in productivity 8 Years of DAFWC-free operations** 2 Years of DAFWC-free operations** * Production as of 31 December 2025 ** Days away from work cases Castrol India Limited | Annual R eport 2025 18 19 Statutory Reports Corporate OverviewFinancial Statements el [J 5000 □ □ □ el [J 5000 □ □ □
Page 13
OUR Value Creation PROCESS We create value at Castrol India through a connected, end-to-end process where disciplined design, rigorous quality, efficient delivery, and customer insight work together to drive reliable outcomes. Procurement and sourcing Manufacturing Distribution, sales, and trade R&D, demand planning, and innovation Consumer and market insights Demand signals Supply and raw material planning Finished goods Production planning Product usage Customer excellence and operations Dispatch and marketing Warehouse Castrol India Limited | Annual R eport 2025 20 21 Statutory Reports Corporate OverviewFinancial Statements
Page 14
GROWING DISCIPLINE with Strong fundamentals, consistent performance, and strategic discipline continue to power our performance. Castrol India Limited | Annual R eport 2025 22 23 Statutory Reports Corporate OverviewFinancial Statements23 L L
Page 15
REACHING the AUDIENCE with CONSISTENCY and PURPOSE Brand outreach Our #GarmiMeinBhi3xProtection campaign for Castrol Activ reached ~258 million consumers through 10 languages and multiple channels, featuring Shah Rukh Khan. A year of integrated brand, trade and digital engagement delivered at scale, reaching ~300 million consumers Castrol POWER1 connected ~5 million biking enthusiasts through city-level activations in key markets and maintained a focused experiential presence at MotoGP, in partnership with Honda HRC and select KOLs. Castrol EDGE engaged ~6 million motorsports enthusiasts through performance-led platforms including the ‘300 kmph Club’, ‘NATRAX’, and ‘Valley Run’, while 25,000+ consumer trials were enabled through SuperDrive activations across India. Scan the code to view the campaign Castrol India Limited | Annual R eport 2025 24 25 Statutory Reports Corporate OverviewFinancial Statements GAR/MI..s. SX PnorecnoN ge # 1 � GAR/MI..s. SX PnorecnoN ge # 1 �
Page 16
Within the commercial vehicle segment, CRB TURBOMAX+ engaged with ~8 million truckers digitally, supported by 120,000 km of endurance testing, and the ‘Best Oil. Guaranteed.’ campaign. Mechanic engagements continued to scale through FastScan, with ~1 million mechanics onboarded and 200,000+ daily transactions. In rural markets, Castrol’s first WhatsApp outreach reached ~500,000 farmers, combined with on-ground activations that enabled 37,000 tractor trials. The industrial portfolio was showcased on multiple industry platforms, reinforcing Castrol’s focus on application-led growth. Scan the code to view the campaign Castrol India Limited | Annual R eport 2025 26 27 Statutory Reports Corporate OverviewFinancial Statements 0 ' - 0 00 - 3 we,~. e u .. '+ YR9 [e= 0 ' - 0 00 - 3 we,~. e u .. '+ YR9 [e=
Page 17
Stronger connections ASSOCIATIONS BUILT on TRUST and CONSISTENT PERFORMANCE Our associations are grounded in engineering credibility and long-term reliability, enabling us to provide customised solutions to our customers. Signed a supply agreement with Triumph Motorcycles for Castrol POWER1, a full synthetic two-wheeler engine oil for high-performance motorcycles. Launched India’s first-of-its-kind engine oil blended with locally- sourced re-refined base oil, advancing circularity within automotive lubricants. Entered into an MoU with VinFast Auto India to provide reliable EV after-sales support through select Castrol Auto Service workshops. Introduced a new engine oil for CEV-V compliant JCB machines, supporting regulatory transitions with consistent performance delivery. Castrol India Limited | Annual R eport 2025 28 29 Statutory Reports Corporate OverviewFinancial Statements ) TRIUMPH T7 1 \/ v I r A s r ) TRIUMPH T7 1 \/ v I r A s r
Page 18
IDEAS that DRIVE EFFICIENCY Research & Innovation Product: Research-led formulation for real-world operating conditions Technology: Facilitating uniform interaction and execution AI: Leading decision intelligence, building for scale Innovation for us is simple: stay close to our customers, understand what they need next, and build solutions that make their experience better every day. Our R&D efforts are focused on strengthening product performance while supporting customers with technical guidance that enables engines and equipment to operate more efficiently. We do this through product upgrades, new product introductions and localisation. In 2025, we introduced targeted upgrades across our portfolio, including enhancements to Castrol Activ and Castrol MAGNATEC and launched new products like Spheerol SM 00, RADICOOL pink coolant, Power Steering Our approach to innovation ensures the creation of systems that improve every interaction between mechanics, retailers, workshops, and customers. We are improving customer experience, reaching a wider audience, and speeding up operational turnaround times—all made possible by digitalisation. Artificial intelligence supports decision making across supply chain operations. Through Decision Intelligence in Supply Chain (DISC), we are moving from manual, data-intensive processes to automated, insight-led decision-making. With Kinaxis, we are utilising AI capabilities to elevate customer service through synchronised and real-time planning. 170+ Workshops organised for pickup-and-drop service under CASTROL CONNECT 43,000+ Users on YUKTI Yukti: A first-of-its-kind generative AI WhatsApp chatbot that offers customers, mechanics, and dealers 24/7 support. 40% Improvement in claims turnaround time Key developments Key enablers Fluid, TRANSMAX TRANS 80W and Alusol 5505. In parallel, our High-Performance Lubricants (HPL) range continued to gain momentum. Through localisation, we take our understanding of Indian driving conditions, operating environment and usage patterns to ensure that our products deliver consistent performance in real-world conditions. Elevate Castrol Elevate launched to enable seamless user experience. The dashboard was rolled out on mobile, making every day conversations between distributors and distributor managers more efficient and transparent. To help frontline teams choose the best portfolio for each outlet, SMART 3.0 introduced machine learning-based SKU recommendations with insights ranging from outlet-specific cross-sell opportunities to must-sell priorities. Smart 8% Inactive users converted through FastScan and Scan & Win 2,00,000 Single-day scan count We implemented straightforward, timely nudges through FastScan, like welcoming newly verified mechanics, tier-jump alerts, daily scan incentives, reminders after periods of inactivity, and thrilling ‘Scan & Win’ prompts. Project D.R.I.V.E accumulated insights to support expansion planning through a detailed mapping of urban and rural markets across the country. Castrol India Limited | Annual R eport 2025 30 31 Statutory Reports Corporate OverviewFinancial Statements31 #8 YUKTI (castrol K In a X Is $ JECT .I.V.E. (castro l #8 YUKTI (castrol K In a X Is $ JECT .I.V.E. (castro l
Page 19
with VERING DELI CON NCY SISTE Strong leadership, clear governance, and focused action define how we continue to grow, steadily, responsibly, and with discipline. Castrol India Limited | Annual R eport 2025 32 33 Statutory Reports Corporate OverviewFinancial Statements33 r e e e r e e e
Page 20
DISCIPLINE in LEADERSHIP. TRUST in ACTION. Our governance practices are built on transparency and accountability, ensuring that we operate with consistency and responsibility in all our actions. 7 1 23 4 6 5 Our governance philosophy Our shareholder composition Our shareholder base reflects the confidence placed in our long-term performance and the trust in how we continue to grow in a responsible and disciplined manner. bp Public Institutional investors 24%51% At Castrol India, our governance philosophy is based on the values and principles that have shaped Castrol’s journey for more than a century. We believe responsible stewardship is more than just a requirement; it is a disciplined approach to conducting business that influences how we make decisions, fuels long-term value creation, enhances trust, and ensures consistent performance. Ms. Satyavati Berera Mr. Rakesh Makhija Ms. Sangeeta Talwar Ms. Nisha Trivedi Ms. Sangeeta Talwar Mr. Rakesh Makhija Ms. Satyavati Berera Mr. Kartikeya Dube Ms. Sangeeta Talwar Mr. Rakesh Makhija Mr. Kartikeya Dube Mr. Saugata Basuray Ms. Mrinalini Srinivasan Mr. Rakesh Makhija Mr. Saugata Basuray Ms. Mrinalini Srinivasan Mr. Saugata Basuray Ms. Satyavati Berera Ms. Mrinalini Srinivasan Mr. Siddharth Shetty Audit Committee Board Committees Nomination & Remuneration Committee CSR Committee Stakeholders' Relationship Committee Risk Management Committee CHAIRPERSONMEMBERS Governance 25% The custodians behind our consistent performance MR. RAKESH MAKHIJA Chairman & Independent Director MS. SANGEETA TALWAR Independent Director and Chairperson of the Nomination & Remuneration and CSR Committees MS. SATYAVATI BERERA Independent Director and Chairperson of the Audit Committee MS. NISHA TRIVEDI Nominee Director MS. MRINALINI SRINIVASAN Wholetime Director and Chief Financial Officer MR. SAUGATA BASURAY Wholetime Director and Interim CEO MR. KARTIKEYA DUBE Nominee Director Castrol India Limited | Annual R eport 2025 34 35 Statutory Reports Corporate OverviewFinancial Statements 9 ■ ■ □ 9 ■ ■ □
Page 21
With a career spanning over three decades, Ms. Sangeeta Talwar is an accomplished business leader who has worked across Europe, America, and Asia. During her tenure at Nestlé, she played a pivotal role in launching and establishing Maggi Noodles in India, and went on to serve as HR Director and Executive Vice President – Marketing. She later took on the role of Managing Director at Mattel Toys. Ms. Talwar has also held several senior leadership positions, including Executive Director at Tata Tea, President – South Asia at Tata Global Beverages, and Managing Director of NDDB Dairy Services, where she helped shape innovative business models in the social sector. Recognised among Business Today’s 30 Most Powerful Women in Indian Business, she is also an author and an ICF-certified leadership coach. MS. SANGEETA TALWAR Independent Director and Chairperson of the Nomination & Remuneration and CSR Committees 2 Mr. Rakesh Makhija brings over 40 years of global leadership and strategic management experience to his role as Chairman of Castrol India, a position he assumed in October 2024. A Chemical Engineer from IIT Delhi and recipient of the CNBC Business Leader Award for Talent Management in 2007, Mr. Makhija has held several prominent global roles, including President – Industrial Market at SKF Group in Sweden and Managing Director for Honeywell International in South Asia. His experience spans governance, enterprise leadership, and industrial innovation. He has previously served as Chairman of Axis Bank Ltd. and SKF India Ltd. MR. RAKESH MAKHIJA Chairman & Independent Director 1 Mrinalini Srinivasan is the Chief Financial Officer of Castrol India Limited, leading our finance agenda across planning, performance management, compliance, and investor relations. She partners closely with the leadership team on long-term strategy and supports transformation programmes, driving the next phase of growth. Before joining Castrol, Ms Srinivasan spent over 17 years with Procter & Gamble across multiple markets, most recently as CFO of P&G Hygiene and Health Care Ltd., where she strengthened the Vicks and Whisper portfolios. Her experience spans Sales Finance, Business Planning, and Category Leadership, and she was part of the core team that established one of P&G’s largest manufacturing hubs in Hyderabad. A strong advocate for gender diversity, she led P&G’s inclusion agenda in India, contributing to its recognition among the Best Workplaces for Women. MS. MRINALINI SRINIVASAN Wholetime Director and Chief Financial Officer7 Ms. Satyavati Berera is the former Chief Operating Officer of PwC India, where she led multiple portfolios over a distinguished 40-year career. A fellow member of the ICAI, she qualified as a Chartered Accountant in 1984 and became a partner at Price Waterhouse in 1995. Her experience spans key areas including finance, people practices, IT, and cybersecurity. An Economics graduate from Lady Shri Ram College, Ms. Berera has worked across diverse industries, providing expertise in assurance, risk management, controls, and compliance. Over the years, she has served as Audit Partner, headed the consulting practice, and acted as Regional Managing Partner for North India, before taking on the role of COO. MS. SATYAVATI BERERA Independent Director and Chairperson of the Audit Committee 3 Mr. Kartikeya Dube serves as Head of Country for bp in India and is a Senior Vice President within the bp group. With nearly three decades of experience across business, commercial, strategy, M&A, and joint ventures, primarily during his 20+ years at bp, he has played an influential role in shaping India’s energy landscape. Mr. Dube chairs the Board of bp India Private Ltd and sits on the Boards of Reliance bp Mobility Ltd, India Gas Solutions Ltd, and Bhavnagar Port Infrastructure Private Ltd. He also serves as an Independent Director on the Board of Navin Fluorine Internation Limited. A Chartered Accountant by qualification, he previously served as Vice President – Investor Relations at bp plc, and earlier as Chief Financial Officer at Reliance bp Mobility Ltd. He has also chaired the Fiscal Affairs Committee for India’s oil and gas operators. MR. KARTIKEYA DUBE Nominee Director 4 Nisha Trivedi is the Global CFO of Castrol, bringing over 20 years of experience across finance, trading, and supply chain roles in global energy markets. She has a strong track record in driving commercial growth, leading transformation, and building high-performing teams in complex, high-pressure environments. Ms. Trivedi began her career with bp in 2003 and went on to hold senior financial and commercial leadership roles across Trading & Shipping businesses in the U.S., U.K., and Asia, spanning oil, biofuels, and low- carbon portfolios. Prior to joining Castrol, she served as CFO for bp’s Trading & Shipping business in Asia Pacific and later led renewables supply chain and procurement, supporting the scale-up of wind, solar, and hydrogen projects. Known for her strategic thinking and inclusive leadership style, Ms. Trivedi brings a global perspective and deep understanding of evolving energy markets. MS. NISHA TRIVEDI Nominee Director5 Mr. Saugata Basuray is the Interim Chief Executive Officer and Wholetime Director of Castrol India Limited. A Castrol veteran with over 25 years of experience, he joined the company as a Management Trainee in 1999 and has since held several senior leadership roles across sales, marketing, and general management in India and overseas. Mr. Basuray has worked across four countries and two continents, including leadership stints in the UK, the Philippines, and Indonesia. His career includes roles such as Head of Marketing of Castrol India, a global marketing role at Castrol’s headquarters in the UK, CEO-equivalent responsibility as Managing Director of Castrol Indonesia, and Head of Country in Philippines. Most recently, as Wholetime Director and Head of the B2C business, Mr. Basuray led a multi-year transformation of Castrol India’s go-to-market model and expanded the company’s reach, particularly in rural markets. As Interim CEO, he is focused on ensuring execution of Castrol India’s strategy while positioning the business for sustained growth in the future. MR. SAUGATA BASURAY Wholetime Director and Interim CEO6 Castrol India Limited | Annual R eport 2025 36 37 Statutory Reports Corporate OverviewFinancial Statements
Page 22
Leaders who drive our growth Particulars 2025 2024 2023 2022 2021 2020 2019 Revenue from Operations 5721.50 5,364.85 5,074.61 4,774.49 4,192.06 2,996.92 3,876.82 Other Income 67.43 88.61 83.15 67.05 48.43 62.03 64.77 Cost of Materials Consumed 2,919.41 2 ,727. 832,636.41 2,499.92 2,058.82 1,266.34 1 ,747.65 Employee Benefits and Other Expenses 1,454.57 1,358.87 1,240.29 1,163.47 1 ,0 67. 28 916.47 976.10 Depreciation and Amortisation Expense 100.82 99.77 92.43 81.39 82.7 86.62 69.74 Finance Costs 9.29 9.38 7. 53 4.01 2.41 4.16 1.19 Profit before exceptional item and tax 1304.84 1 , 257.611,181.10 1,092.75 1,029.28 785.36 1,146.91 Exceptional item* 22.53 - - - - - - Profit Before Tax 1,282.31 1,257.61 1,181.10 1,092.75 1,029.28 785.36 1,146.91 Current Taxation (Net of reversal of earlier years) 343.08 336.87 325.53 274.49 280.03 207.4 0 323.33 Deferred Taxation (10.7) (6.49) (8.56) 3.11 (8.84) (4.98) (3.79) Profit After Taxation 949.93 927.23 864.13 815.15 758.09 582.94 827. 37 Other Comprehensive Income / (Expense) for the Year (44.44) (1.30) (2.96) (0.94) (0.79) 3.67 (4.29) Total Comprehensive Income for the Year 905.49 925.93 861.17 814.21 757. 30 586.61 823.08 Net Fixed Assets 405.67 378.90 367. 21 321.55 251.22 252.75 227.03 Share Capital 494.56 494.56 494.56 494.56 494.56 494.56 494.56 Other Equity 1,405.74 1,783.81 1 ,627.13 1,391.47 1,150.95 919.67 872.39 Net Worth 1,900.30 2,278.37 2,121.69 1,886.03 1,645.51 1,414.23 1,366.95 Rupees Earning per Share 9.60 9.37 8.74 8.24 7.66 5.89 8.36 Dividend per Share 8.75 13.00** 7.50 6.50 5.50 5.50 5.50 Book Value per Share 19.21 23.03 21.45 19.07 16.64 14.30 13.82 * Incremental estimated obligations of ₹22.53 crore on account of New Labour codes notified effective November 21, 2025. ** Includes special dividend of ₹4.50 per share Financial highlights 1. Siddharth Shetty Managing Counsel 2. Priyanka Ghosh Vice President - Industrial Sales 3. Mayank Pandey Vice President - B2C Sales 4. Chikita Sobti Head - Communications 5. Kaushik Vedula Vice President - Marketing 6. Maria P Valles Vice President - People and Culture 7. Rajesh Madathingal Head – Technology 8. Rajeev Govil Vice President - B2B Sales 9. Mrinalini Srinivasan Wholetime Director and Chief Financial Officer 10. Jyoti Prakash Vice President - Supply Chain 11. Anoop Jindal Vice President - Customer Excellence and Operations 12. Saugata Basuray Wholetime Director and Interim CEO 11 10 12 9 8 76 5 1 2 3 4 Castrol India Limited | Annual R eport 2025 38 39 Statutory Reports Corporate OverviewFinancial Statements38 I I I I I ■ I I I I I ■
Page 23
7.66 8.24 8.74 9.37 9.60 Earnings per share in ` FY25 FY24 FY23 FY25 2,996.92 FY21 FY22 FY23 FY24 FY25 Revenue ` in Crore FY21 FY22 FY23 FY24 FY25 EBITDA ` in Crore KEY PERFORMANCE Indicators Numbers igniting Castrol India’s metrics 4,192.06 1,065.96 4,774.49 1,111.10 5,074.61 1,197.91 5,364.85 1,278. 15 5721.50 1347.52 FY22 FY23 FY24 FY25 Return on capital employed (ROCE) in % 63 58 56 55 67 FY21 Dividend pe r share in ` 5.50 6.50 7.50 *13.00 8.75 758. 09 815. 15 864. 13 927.23 949.93 Profit after Tax (PAT) ` in Crore FY25 FY24 FY21 FY22 FY23 FY21 FY22 FY23 FY24 FY22 FY21 * Includes one time special dividend of Rs 4.5 to commensurate 125 years of Castrol Castrol India Limited | Annual R eport 2025 40 41 Statutory Reports Corporate OverviewFinancial Statements
Page 24
RESPONSIBLE growth. Lasting IMPACT. For decades, our business has been built on precision, reliability, and consistency. Those same principles shape how we think about sustainability. PATH360 is Castrol’s global sustainability framework, guiding our actions toward a more sustainable future through our products and services. Responsibility at Castrol India Limited is not defined by programmes or policies. It shows up in choices, sometimes small, sometimes complex, but always deliberate. With this PATH our priorities remain clear: 1 Castrol defines its plastic footprint as the amount of virgin plastic included in our packaging that isn’t recycled 2 PCR refers to post-consumer recycled plastic 3 Most of Castrol’s scope 3 emissions are from category 1 “Purchased Goods and Services”, progress is largely dependent on the practicality and availability of lower-carbon alternatives. * As part of bp’s ambition to be net zero by 2050 or sooner, and to help the world get to net zero. People and our planet Saving waste and reducing our plastic footprint1 to continue helping our customers and the users of our products towards their sustainability goals related to energy, waste, water and carbon. At Silvassa, teams focused on onsite water conservation, rainwater harvesting, and offsite groundwater recharge by installing three check dams and four recharge shafts. These efforts replenished 35.5 million litres of groundwater, fully offsetting the site’s water use. Continued efforts to reduce our plastic footprint led us to a successful collaboration with authorised waste plastic recyclers. Together, we collected and recycled 9,424 metric tonnes of equivalent plastic packaging waste, thereby achieving our Extended Producer Responsibility (EPR) target for 2025. Post-Consumer Resins (PCR)2 are now incorporated into our packaging design which reduced virgin plastic use by 3,200 metric tonne in 2025. Reducing carbon intensity of our products and offer customers lower carbon and more circular products3. Across our manufacturing locations, renewable energy adoption continued to gather momentum. Electricity at all three plants is enabled through solar power systems and procurement of International Renewable Energy Certificates (IREC). Operation improvements further strengthened this trajectory. As of 2025, we achieved 79% reduction in scope 1 and 2 emissions (manufacturing) against the 2019 baseline by transitioning to lower- emission heating fuels and renewable electricity in our plants. Continuing our efforts on circularity we collaborated with an OEM which led to the development of a more sustainable engine oil formulated using Re-Refined Base Oil (RRBO), designed specifically for BS IV vehicles. 1. Saving waste 2. Reducing carbon Castrol India Limited | Annual R eport 2025 42 43 Statutory Reports Corporate OverviewFinancial Statements Aiming to be Net Zero by 2050 or sooner The Target 0 Guiding principles 6 3 /, Reducing uu-' Carbon z] saving lb-] w aste gg Improving ' y ' people's Lives ·e _ e n 6y Aiming to be Net Zero by 2050 or sooner The Target 0 Guiding principles 6 3 /, Reducing uu-' Carbon z] saving lb-] w aste gg Improving ' y ' people's Lives ·e _ e n 6y
Page 25
3a. For our employees 3. Improving people’s lives Performance at Castrol India is built on individual accountability and collective ownership. Across our business, results are driven by the capability, judgement and commitment of our teams. This is reflected in everything we do and every decision we take. When our people grow, the organisation moves forward with confidence and discipline. Learning & development Our approach to learning is focused: Build skills that matter. During 2025, capability building continued across the organisation through structured programmes and hands-on development. Learning pathways on Grow@bp, along with initiatives such as the Drona Line Manager Programme and Insights Discovery, supported leaders in sharpening both technical and people-management skills. Learning also remained closely linked to day-to-day work. Monthly engagement clinics enabled open dialogue across leaders, while Early Careers initiatives and campus engagements brought fresh perspectives into the organisation. At our plants, development stayed deeply experiential. Programme Kaushal and other technical learning initiatives emphasised real-world skill building, supported by disciplined talent reviews and Pulse Action Planning. Equally important, we continued to celebrate individual career journeys, recognising the stories that reflect how opportunity and trust help our people progress. Employee wellbeing and safety People have always been at the heart of Castrol’s performance. We believe people perform best when they feel genuinely safe, supported and cared for. This year, we prioritised employee wellbeing by offering access to medical assistance, mental health resources, preventive check-ups, wellness camps and insurance coverage for employees and their families. Meanwhile, safety continued to be our first priority and a core part of our identity through the year. Our HSSE goals of no accidents, no harm to people, and no damage to the environment remain fundamental to our operational discipline. The ‘Stop Work’ principle empowers all employees and contractors to intervene and halt any hazardous work immediately upon identification. During the year under review, we strengthened quality and process safety through engineering interventions, including QR-code vision systems and automated packaging lines. Diversity and inclusion Our aspiration to build an inclusive workplace drives our consistent and deliberate actions. In 2025, targeted hiring and development initiatives contributed to improved representation of women across roles and levels. Networks such as Women in Sales continued to provide mentoring and peer support. 49% Female apprentices across our three plants 95% Participation rate in Drona Line Manager Programme 18% Female employees in executive roles 4,500+ Hours of employee training and capability development Improving people’s lives by supporting our employees and local communities through the energy transition4. 4 These aims are contingent on supportive policy action by our suppliers and market development. Z E R 0 LTIFR per one million-person hours worked Recordable work-related injuries Fatalities Castrol India Limited | Annual R eport 2025 44 45 Statutory Reports Corporate OverviewFinancial Statements
Page 26
3b. For communities Our endeavour is to bring enduring positive value to communities we work with. Therefore, across locations, our initiatives continue to focus on safety, skills, and livelihoods. Two Wheels, One Life is based on our belief that every life matters, and every journey should be safe. Therefore, we continued our efforts in road safety by expanding the two-wheeler riding safety awareness and training programme to Pune, building on our Mumbai chapter. Castrol Sarathi Mitra continued to support truck drivers through road safety, financial literacy, and health interventions. Expanded delivery models, including camps, mobile units, and digital platforms, enabled wider and more inclusive reach. 95,000+ Youth participation since 2015 10,000+ community members 5 MOUs signed in FY2025 300,000+ Truck drivers trained since 2017 Presence across 38 districts in 9 states Castrol Eklavya sustained its focus on upskilling mechanics, evolving content to reflect changing automotive technologies. Castrol Ujwal Kal strengthened community development initiatives across Silvassa, Patalganga, and Paharpur, where our blending plants operate. The programmes focused on education, upskilling, employment, health and wellbeing for youth and women. Environmental sustainability & institutional partnerships Aimed at partnering with top IITs, science colleges, and industry bodies to support research and development in sustainable and circular economy initiatives. 288,000+ Mechanics trained since 2009 Trainings conducted in 240+ districts across 17 states Castrol India Limited | Annual R eport 2025 46 47 Statutory Reports Corporate OverviewFinancial Statements castrot @ EKLAVYA castrot @ EKLAVYA
Page 27
RECOGNISED for CONSISTENT EXCELLENCE Awards & accolades Our awards celebrate the trust, consistency, and discipline that guide our work and growth. Top 30 Supply Chain Champion Teams, 2025 ISCM Rankings for excellence in supply chain operations Tata Motors Sustainability Excellence Award 2025 for RRBO-based engine oil for Tata Motors vehicles Golden Peacock Award for Occupational Health and Safety 2025 (Silvassa plant) Platinum at the LACP Spotlight Awards for 2024 Annual Report Gold at the ESG Global Award for maintaining excellent standards in Occupational Health, Safety, Sustainability, and Industrial Hygiene (Patalganga plant) First Runner Up in the IMC RBNQA - MQH Best Practices Competition 2025 for commitment to quality and operational excellence “Gold Awards” at Frost & Sullivan for manufacturing excellence (Patalganga plant) MMA for Social Impact Marketing and Brand Purpose for Pragati Ki Paathshala 6 Awards at Maddiesfor campaigns on CAS, Castrol POWER1, Castrol MAGNATEC and India's Ultimate Motostar 48 49 Statutory Reports Corporate OverviewFinancial Statements Castrol India Limited | Annual Report 2025 ISCM C ai 'Y - Me_ ·-· --------- ----- r Ce d $i ±EE =EE 2024/25 SPOTLIGHT AWARDS - TATA MOTORS ' peter c o t « c t v e c t t s Alway SUSTAINABILITY I ] ROL INDIA LTD I is i i &castrol Castrol India Lim ited Ranki r Supply Cha ' 24. Castrol . I . • • ISCM C ai 'Y - Me_ ·-· --------- ----- r Ce d $i ±EE =EE 2024/25 SPOTLIGHT AWARDS - TATA MOTORS ' peter c o t « c t v e c t t s Alway SUSTAINABILITY I ] ROL INDIA LTD I is i i &castrol Castrol India Lim ited Ranki r Supply Cha ' 24. Castrol . I . • •
Page 28
MANAGEMENT DISCUSSION AND ANALYSIS REPORT In compliance with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we present a concise overview of our business performance, market trends, and outlook. Strategic global ownership update In December 2025, bp plc announced its agreement to sell a 65% shareholding in Castrol’s global lubricants business to Stonepeak, at an enterprise value of approximately USD 10 billion. Under the terms of the agreement, bp will retain a 35% minority interest in the business. The deal underscores continued confidence in Castrol’s long-term potential while supporting bp’s wider strategic priorities. The transaction is expected to be completed by the end of 2026, subject to necessary approvals. For Castrol India, the strategic review and its outcome do not alter day-to-day operations, market presence, or customer commitments. The business will continue to operate with the same leadership team, governance framework, and strategic priorities, including a focus on safety, operational excellence, customer relevance, and people development. Any further changes will be implemented in line with regulatory requirements. Industry overview India remained among the world’s top three lubricant markets in 2025, accounting for approximately 10% of global lubricant demand and 21% of Asia-Pacific demand. 1 The long-term outlook stayed favourable, supported by sustained industrialisation, growth in vehicle parc, multi-fluid hybrid and evolving patterns of demand. The Indian lubricant industry is broadly segmented into automotive, industrial , and marine applications, with the industrial (54%) and automotive (45%) segments accounting for the largest share of demand.1 High volume of two-wheelers and commercial vehicles underpin demand in the automotive segment. Whereas engine oils, greases, gear oils, and coolants form the core product categories. Further, regulatory developments, including BS-VI norms, accelerated premiumisation, with rising adoption of synthetic and low-viscosity lubricants. While original equipment manufacturer (OEM) tie-ups and technology enhancements influenced product usage patterns. 1 In the industrial segment , lubricant demand was supported by ongoing industrialisation, particularly across steel, power, cement, and general manufacturing. Lubricants such as hydraulic fluids, metalworking fluids, and process oils remained critical for operational efficiency and maintenance.2 India’s data centre sector also grew notably, with its power demand seeing ~28%3 surge. This led to an increase in demand for advanced cooling systems and better HVACs, with data centres piloting deployments of immersion cooling to improve efficiency. Similarly, India’s expansive coastline and growing maritime trade continued to support demand for marine and energy lubricants. Although smaller in scale, the segment is supported by port-led infrastructure development and increasing maritime activity. Hence, it continued to remain relevant. Overall, India’s lubricant industry evolved alongside these market dynamics. Castrol India continued to hold a leading position in the automotive retail segment and remained a trusted supplier of industrial specialty fluids. Mobility trends Emerging trends 1. E lectric vehicles (EVs): Adoption of electric vehicles continues to increase, particularly across the two and three-wheeler segments. However, this growth is at a slower pace than originally projected. In 2025, EVs accounted for 4.1% of new car sales (3.9 million) and 6.2% of new two-wheeler sales (19.2 million) during the year.1 The EV segment growth is driving demand for specialised fluids such as battery coolants and EV gear oils. Although reliance on internal combustion engines (ICEs) is expected to remain strong until 2040, hybrid vehicles are likely to serve as a bridge in the transition from ICEs to EVs. C astrol is collaborating with OEMs to support this evolution. During the year, we signed a Memorandum of Understanding (MoU) with VinFast Auto India to strengthen after-sales support for its EV customers. Under the agreement, select Castrol Auto Service workshops will offer VinFast-branded service bays, certified EV technicians, and genuine parts, helping deliver a reliable and convenient service experience nationwide. 2. C NG powertrains: The shift towards lower-carbon mobility is progressing along multiple pathways, with CNG-powered cars and trucks emerging as an important transitional solution. Factors such as lower operating costs, reduced emissions, and supportive government policies are driving the adoption. Castrol is positioned to support evolving lubrication requirements in this segment. 3. D emand in rural markets: Rural markets contribute significantly to the demand for two-wheelers, accounting for approximately 55% of vehicle retail sales4. Alongside this, the second-hand car market is also a major force in the rural segment, with 2.24 million used cars sold in 2025. Rural consumers prioritise tangible performance benefits over just price, making it crucial to demonstrate clear value and product reliability. Castrol is well- positioned to address the demands of this market. 4. Industrial: Infrastructure buildout is driving demand for industrial products in the steel and cement sectors. Additionally, government policies designed to promote manufacturing in specific sectors, such as automotive and auto component manufacturing, electronics, and renewable energy, are supporting industrial growth. Manufacturers are placing greater focus on the total cost of ownership rather than just initial lubricant costs, leading to wider oil drain intervals with premium oils, which is driving strong growth 5. We are supporting this demand shift by providing reliable lubrication solutions for industries across the country. Further, the integration of IoT and real-time condition- monitoring technologies is helping fleet managers and industries track lubricant performance and drive predictive maintenance, thereby improving efficiency and reducing downtime. Our digital solutions are well- positioned to address this requirement. 5. E -commerce: Online sales channels are becoming increasingly important as distribution avenues for automotive lubricants. They are improving product accessibility, enhancing price transparency for end consumers and introducing more autonomy in decision-making. Castrol is taking conscious steps to address this shift by positioning products across key e-commerce websites. Demand drivers 1. E xpanding automotive sector: India’s expanding automotive sector continues to support lubricant demand. Growth is underpinned by India's growing middle class, increasing disposable incomes, rising vehicle ownership (especially two-wheelers and passenger cars), and recently, short-term cuts in GST rates. The expanding domestic vehicle fleet requires regular maintenance and oil changes, thereby sustaining the demand for core business. 2. Industrial expansion: Industrial lubricant demand is supported by increased manufacturing activities and infrastructure development. Government initiatives, such as Make in India, along with investments in highways, ports, power generation, mining, and construction, continue to drive lubricant consumption across industrial applications. 3. P remiumisation: Both consumers and businesses are increasingly adopting high-performance lubricants, since high-performance engines require high-spec fluids to enhance vehicle life, improve fuel efficiency, and reduce pollutants in line with the implementation of BS-VI emissions standards. Consumer automotive and commercial semi-synthetic and full-synthetic lubricants are expected to witness volumetric growth of 7 .3% and 9.7% CAGR, respectively, between 2023 and 2028.6 4. I ncreased maintenance awareness: There is an increasing awareness about the role of regular and high-quality lubrication. This is influencing maintenance practices and lubricant selection decisions. 5. D ata centre cooling: India’s growing data centres are driving the demand for specialised cooling fluids, presenting a new application area within the broader thermal management landscape. 1 Mordor Intelligence 2 Market Research Future 4 FADA 5 Kline 6 CRISIL 3 Reuters Castrol India Limited | Annual R eport 2025 50 51 Statutory Reports Corporate OverviewFinancial Statements G G
Page 29
Market highlights in 2025 Passenger vehicles: 4.3 million passenger vehicles were sold in FY 2025, reflecting 3.3% year-on-year growth6. Utility Vehicles (UVs) dominated the segment, accounting for about two- thirds of total sales5. FY 2026 is expected to remain modest with 2-4%6growth, supported by new models, festive demand, and government policies such as income tax relief and a GST rate cut, aimed at improving affordability. Two-wheelers: In FY 2025, two-wheeler (combustion engine) sales rose by 8%, with motorcycles accounting for nearly 60% of total sales6. Premium bikes continue to gain traction, while the scooters segment grew by 13% and accounted for 30% of 2-wheeler sales. In FY 2026, two-wheeler sales are expected to increase by 7-9% 7 due to continued economic activity, strong rural demand driven by two years of good monsoon, and GST rate cuts. Commercial vehicles: The commercial vehicles (CVs) segment witnessed a decline in FY 2025 due to reduced government spending. In FY 2026, the decline is expected to continue. However, the small vehicle segment will continue to grow, backed by increased activity in the intercity and last-mile commercial mobility segments, which are expected to grow by 2-4%.6 Tractors: Tractor sales grew by 18.7% in FY 2025. Demand is expected to strengthen further by 10-15% in FY 2026 due to favourable monsoon conditions (anticipated), higher Kharif sowing, increased MSPs, a GST reduction from 12% to 5%, and ongoing government financing initiatives. 6 Overall growth: The total vehicle parc grew by ~4% during the year6[SC15.1], reflecting steady expansion across mobility segments. The Indian automobile industry entered the second half of FY 2025-26 on a steady footing, supported by strong festive season momentum, stable macroeconomic conditions, and GST 2.0 reforms that improved overall affordability and consumer sentiment.4 External challenges In 2025, crude oil and base oil prices remained volatile due to geopolitical events coupled with heavy rounds of refinery turnarounds. The depreciation of the Indian Rupee by another 5.5% further added to procurement costs, partly offset by falling base oil prices. The graph below indicates the FOREX trend in 2025: INR/USD Jan-25 82.0 83.0 84.0 85.0 86.0 87.0 88.0 89.0 90.0 91.0 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 The graph below indicates the trend of Brent crude & Base Oil price movement in 2025: Base Oil Jan-25 Feb-25 Mar-25 Apr-25 May-25 Jun-25 Jul-25 Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Castrol delivered volume, share, and profit growth by executing a growth-focused strategy, best-value sourcing, controlling costs, and enhancing operational efficiencies. Opportunities and threats The external environment for lubricants in India continues to change, but not in a single direction. Some shifts are gradual and predictable, while others are uneven and shaped by local realities. Segment What is happening in the market What could hold it back How is Castrol responding Personal mobility New two-wheelers and cars are added every year, and even as technology evolves, the country remains heavily ICE-led. There is visible growth in SUVs, CNG-powered cars, and premium two-wheelers and scooters. Modern engines are also changing lubricant requirements, particularly with the growing need for thinner grades. At the same time, rural markets are adding to overall vehicle sales and usage. Consumers are becoming more discerning of quality. Competition in this space is intense, and price pressure remains a reality. Moreover, broader inflationary pressures continue to influence how often vehicles are serviced. Castrol India continues to rely on what has consistently worked for the brand: differentiated credentials, visible brand presence, distribution and deep relationships across the trade. At the same time, the product portfolio is being strategically strengthened to stay relevant for newer engines and changing usage patterns. additionally, we are strengthening our rural reach, investing in brand visibility where purchase decisions are made, and continuing to expand Castrol’s service network. There have also been efforts improve the oil change experience itself with Castrol Service Express which is designed around speed and convenience. Commercial mobility Commercial mobility is closely tied to economic activity. Demand is supported by the growing parc of trucks, tractors, and off-road equipment, with infrastructure development, freight movement and farm mechanisation playing an important role. These vehicles require a wide range of fluids, including engine oils, greases and coolants. Newer vehicles are being designed with longer drain intervals that moderate lubricant volumes. However, higher-spec products translate into higher lubricant value. Fleet consolidation, currency- related input cost pressures, and intense competition add further complexity. We have broadened participation across the fluid spectrum, serving both premium and value-focused customers. While longer drain intervals present a structural shift, they also increase the importance of higher-specification oils suited to modern engines in trucks and tractors. We are preparing fit-for-purpose products to support the gradual adoption of alternative powertrains like CNG. Industrial opportunities Growth continues, with demand being shaped by ongoing industrialisation, infrastructure development and a renewed focus on domestic production, especially in steel, power, cement, textiles, electronics manufacturing, aerospace, and defence. Manufacturers are increasingly prioritising operational efficiency, equipment reliability and optimal cost of ownership. Together, this is driving a gradual shift towards higher-performance lubricants and application-specific solutions. The industrial lubricants segment is technically demanding, with longer decision cycles. Customers require application-specific solutions and compliance with evolving equipment performance, operational continuity and product trials. Castrol is responding to these dynamics by continuing to refine its industrial lubricant portfolio. This includes strengthening offerings across metalworking fluids, greases, and sector-specific applications, alongside the introduction of products aligned with sustainability considerations. We will continue to focus on customer engagement, facilitating product trials, technical support, and application-led solutions to support adoption and long-term use. Data centres and specialised infrastructure As India’s digital footprint grows, the need for reliable thermal management and specialised fluids is becoming more pronounced. Performance expectations are high, and tolerance for failure is low, as data centre projects typically have long build and commissioning timelines and are often marred by complex global supply chains. While still developing, this segment aligns with Castrol’s broader technical capabilities. Drawing from our global experience, we are building relevance in advanced fluid solutions that support energy efficiency and operational reliability. Across segments, the external environment is changing at different speeds, but the underlying expectation is consistent. Customers are looking for performance they can rely on, partners who understand their realities, and brands that continue to stay relevant as markets evolve. Our approach reflects this balance—protecting our strong foundations while adapting thoughtfully to what lies ahead. 4 FADA 6 CRISIL 7 ICRA Castrol India Limited | Annual R eport 2025 52 53 Statutory Reports Corporate OverviewFinancial Statements
Page 30
Product-wise performance Automotive lubricants Two-wheelers FY 2025 was a strong year for the two-wheeler category due to sustained market demand and favourable category fundamentals. Our core brand, Castrol Activ , remained central to this momentum. We strengthened our business model by activating three key growth levers: 1. S tepped up consumer demand through a new television campaign featuring brand ambassador Shah Rukh Khan, reinforcing Castrol Activ’s promise of superior 3X protection from engine overheating. 2. D eepened mechanic advocacy through digital platforms like Fast Scan and large-scale on-ground engagement. 3. C ontinued to expand our strong distribution footprint, with a sharp focus on rural markets. Within the portfolio, Castrol Activ ESSENTIAL and Castrol Activ Scooter recorded strong growth during the year, driven by continued preference for reliable and differentiated products suited to everyday riding conditions. For performance bikers, Castrol POWER1 remained a key growth driver, bolstered by: • Strengthened influencer-led activation at the 2025 Malaysia MotoGP, built on Castrol’s partnership with Honda HRC Castrol and Castrol LCR Honda. This helped sharpen Castrol POWER1’s performance imagery, reaching 9.5 million people and generating 5,41,000 engagements. • Visibility amplified through high-impact digital story formats, reaching ~6 million consumers and consistent presence at marquee on-ground properties such as Road Trip United (~2.4 million reach) and Spirit of Unity (~3.2 million reach). • Micro-influencer associations added incremental ~170,000 reach and 50,000 engagements on social channels for POWER1 campaigns. • E-commerce sales more than doubled year-on-year, reflecting growing traction in digital channels. Passenger cars Passenger car oil (PCO) volumes outpaced parc growth in FY 2025, delivering 7% growth, or nearly 1.5x overall vehicle parc expansion. Focused execution across key markets drove volume and share gain, while thinner viscosity oils (0W and 5W) grew, reflecting evolving vehicle technology and consumer preferences. We balanced our investments and actions across the spectrum on the key levers of consumer & mechanics to grow our premium and synth brands, with Castrol EDGE and MAGNATEC outperforming the category significantly. Castrol EDGE maintained strong performance imagery with consumers through: • High credibility touchpoints to reinforce performance leadership. • Digital campaigns, influencer collaborations and sponsorships at key motoring events such as The Valley Run and the Autocar 300 kmph Club. • Regular digital communication for mechanics to amplify MAGNATEC’s product and programme benefits. A focused execution playbook in priority geographies, which account for ~55% of the overall car PARC, helped us gain ~100bps on shares and accelerated growth in thinner viscosity oil (0W+5X) to 18%. Castrol remained the most- preferred brand among mechanics, with Castrol MAGNATEC leading targeted interventions designed around mechanics’ evolving needs. Both franchise and independent workshops continued to be strong drivers of volume and margin growth, supported by network expansion, premiumisation, specialised products, customised offers and digital ecosystem enablement, together delivering double-digit volume growth. With Castrol MAGNATEC , we reinforced our technology leadership and forged strong mechanic advocacy. • Castrol MAGNATEC became the first engine oil in India to meet the latest API SQ specification. • We introduced RRBO-based products for a key OEM partner. • On-ground activations engaged over 33,000 mechanics, strengthening product understanding and recommendations. Commercial mobility In 2025, we expande d our product range, strengthened distribution and executed targeted campaigns in the commercial mobility segment, addressing both premium and middle-tier markets: • Castrol Specialities, including driveline, greases and coolants, delivered strong growth, driven by a fit- for-purpose portfolio, pricing modulation, and new product launches. • In the mid-tier segment, increased availability of Castrol CRB ESSENTIAL supported continued momentum, delivering year-on-year growth. • At the premium end, Castrol CRB PLUS unlocked strong volume growth, particularly in important thinner CI4+ engine oils for next-generation tractors. • Deepened OEM associations and increased adoption across commercial applications. This was supported by: − The launch of India’s first-of-its-kind engine oil blended with locally procured Re-Refined Base Oil (RRBO), advancing circularity within automotive lubricants. − Launched a new engine oil for CEV-V-compliant JCB machines. − High-performance greases for mining applicatio ns. Castrol India Limited | Annual R eport 2025 54 55 Statutory Reports Corporate OverviewFinancial Statements g g = - nl=er &'g!Me Ruys OOOOTH! - � £ DG£ � � R ecoeoe% M BY EXPERTS, E D G E BINGING on+is8ZS STAY TUNED TO %e EXPERIENCE CASTROLBIKING ¢ POLER I cA si R oy 2) p o w ~ y G E r ~ M A N C F A i~r o s e M A LA Y A5 ! g g = - nl=er &'g!Me Ruys OOOOTH! - � £ DG£ � � R ecoeoe% M BY EXPERTS, E D G E BINGING on+is8ZS STAY TUNED TO %e EXPERIENCE CASTROLBIKING ¢ POLER I cA si R oy 2) p o w ~ y G E r ~ M A N C F A i~r o s e M A LA Y A5 !
Page 31
In the tractor segment, focused engagement across key agricultural markets delivered on-ground reach of over 70,000 farmers, supported by digital outreach to over 5,00,000 consumers. These initiatives centred on newer-generation, thinner oil formulations suited to modern agricultural equipment. • Brand investments supported premium lubricant offerings in the truck segment through the ‘Best oil. Guaranteed.’ campaign for Castrol CRB TURBOMAX+, our most advanced formulation. The product’s compatibility across BS-VI and earlier engines was validated through extensive field testing covering over 1,20,000 kilometres. The campaign achieved strong salience, generating more than 200 million digital impressions, complemented by high-impact on-ground visibility across 2.2 lakh square feet in key transport clusters and highway corridors. Service and maintenance We continued to strengthen our service and maintenance ecosystem by expanding the Castrol Auto Service network to over 750 workshops across 300+ towns, ensuring greater accessibility and high-quality service for vehicle owners. In auto care, after entering the segment two years ago, we expanded our portfolio with eight new products across three major categories in FY 2025: • Mechanical care range: Brake Cleaner, Throttle Body Cleaner, Fuel Injector Cleaner • Aesthetic care range: Ultra Protect Shampoo, Ultra Protect Wax, Dash and Leather Dresser and Glass Cleaner • Rider care range: Helmet Cleaner The entire range is now available across approximately 60,000 outlets. Growth has been accelerated through collaborations with biking influencers and digital platforms. Industrial lubricants In 2025, we expanded our Industrial lubricants portfolio with new product launches and scaled up recent introductions. • The Castrol Rustilo DW range was taken to a wider customer base, driving volume growth and supporting expansion of the overall Rustilo portfolio. There was greater emphasis on product trials and new customer acquisition for soluble metalworking fluids, including the Castrol Hysol and Castrol Alusol range. • Launched a premium range of boron- and biocide-free metalworking fluids with Castrol Hysol SL 20 XBB and Castrol Alusol SL 41 XBB. • Introduced sector-specific solutions such as Tribol BW 32 for the textile industry, Spheerol SM 00 for sugar mill roll bearings, and the Molub-Alloy range of high-performance greases for steel applications. Throughout the year, Castrol actively participated in key industry forums, showcasing its industrial product and service portfolio and technical capabilities. These engagements helped build brand advocacy, deepen customer relationships, and generate new business opportunities. We strengthened our quality assurance process through a combination of engineering interventions and tighter operational control. Our vision systems (capable of scanning QR codes on labels) help eliminate pack mix-up risks and ensure the supply of the right product to customers. Upgraded packaging lines at Castrol manufacturing sites and third- party locations help reduce dependency on manual processes and lowers quality risk through automation. We continually invest capital to automate critical blending and packaging processes, systematically reducing operational risk while improving consistency across plants. Customer experience continues to shape our quality agenda. Our Customer Relationship Management (CRM) tool supports faster, more effective complaint resolution, with insights consolidated into a Quality Dashboard. This enables closer tracking of response time, quicker corrective action and continuous improvement. Quality has been pivotal in: • Conducting feasibility studies for new products and packaging line trials; • Collaborating with technology teams to develop cost- effective, localised formulations that add value to the business; • Implementing process modifications to reduce waste and support sustainability; and • Increasing overall production capability of the plants, with all three plants achieving OEE > 70%. Furthermore, digitalisation continues to support our quality agenda. Wider adoption of digital tools and applications has simplified processes, standardised data management and strengthened real-time performance monitoring, while improving responsiveness to customers. The company operates 23 Chemical Management Services (CMS) sites to support customers in their lubricants management operations through specially curated programmes. This is a tailored offering, designed to improve efficiency, reduce waste, and optimise chemical usage across manufacturing operations. With CMS, Castrol works with one agenda—to keep lubes off the manufacturer’s mind. Going digital Digitalisation remains a key enabler of scale, efficiency and engagement at Castrol. During the year, we advanced several initiatives to improve customer experience and simplify operations. • Castrol India now has a strong, future-ready distributor management system (DMS)— Castrol Elevate . The tool is live across all indirect businesses and channels, supporting faster growth through better sales productivity and a seamless, omnichannel interface for retailers. • FASTSCAN 2.0 is now updated with a more intuitive interface to support the Mechanic Loyalty Programme (MLP 2.0). It has become a key tool for engagement with the mechanic community. • Launch of a new rural distribution management system— Rural DMS —to support sub-distributors, improving operational efficiency and visibility across the billing process. Quality In 2025, we remained firmly focused on our zero-defect journey across our three plants in Patalganga, Silvassa, and Paharpur, in line with our Global Quality Strategy. Our emphasis was on building consistent, end-to-end quality performance that strengthens customer trust and reinforces our competitive position. This approach is integrated across the organisation and is anchored around four core pillars: • Quality culture, • Quality related to customer-specific requirements, • Supplier quality, and • Quality management systems. Castrol India Limited | Annual R eport 2025 56 57 Statutory Reports Corporate OverviewFinancial Statements Clean and fresh is everyone's type s t $ p r o r u t wipe (castrol C R TURBOMAX + Best oil. Guaranteed. au~~uu t You have unlocked Platinum Tiet A[_u 1 0 sec 20 $ca 3 $ Sc 7$ $ca You are in Platinumn Teer < otters . o .1318o 80Poi nts »] . - 0 0 oo - • 8 . e e % ■ - - t i.t o ti € . .. • (castrol Fostscon Clean and fresh is everyone's type s t $ p r o r u t wipe (castrol C R TURBOMAX + Best oil. Guaranteed. au~~uu t You have unlocked Platinum Tiet A[_u 1 0 sec 20 $ca 3 $ Sc 7$ $ca You are in Platinumn Teer < otters . o .1318o 80Poi nts »] . - 0 0 oo - • 8 . e e % ■ - - t i.t o ti € . .. • (castrol Fostscon
Page 32
Future outlook India’s economic momentum is projected to remain robust in 2026, supported by infrastructure investment, structural reforms and steady consumer demand. The nation continues to rank among the fastest-growing major economies globally. These factors continue to foster a conducive environment for growth across mobility, industrial and energy sectors. Automotive lubricants In FY 2026, we anticipate continued growth in the commercial and personal mobility lubricants sectors. Our strategies to tap this growth will include expanding our reach across geographies, widening our product portfolio, strengthening our workshop presence, and investing in premium brands while strengthening relationships with key OEMs. Industrial lubricants Industrial lubricant demand closely follows the trends of economic activity. With the Index of Industrial Production’s robust growth, rising exports and steady economic growth, we are optimistic about continued demand for industrial lubricants. Marine and energy lubricants We anticipate continued growth in the marine and energy lubricants sectors. Accordingly, we are focusing on expanding our reach across key ports in this sector. We aim to increase availability across a broader geographic range while strengthening our distributor footprint. Our strategy will be centred on aggressive expansion, engaging in extensive prospecting across the full-fluid spectrum of the Global Marine and Energy (GME) segment. Channels of distribution We have a strong network of over 400 distributors, catering to over 1,50,000 outlets in urban, semi-urban and rural India. In 2025, we also launched the portable Castrol Rural Service Express, which now has ~500 units installed, helping us reach rural consumers with greater ease. Together, these have been a significant enabler of volume growth for Castrol India Limited. We will continue to invest in expanding this channel. We have also strengthened our connections with a broader network of independent workshops, with over 750 strong Castrol Auto Service workshops providing premium services to consumers. Furthermore, throughout FY 2025, we continued to streamline systems and processes, injecting speed and efficiency into back-end operations. The strategic incorporation of digital tools has enabled operational enhancements, offering customers a superior and more premium experience when interacting with us. Risks and concerns Risk management is central to our strategy and long-term goals. The Risk Management Committee continues to oversee key risks and regularly reviews mitigation actions. Key risks include foreign exchange fluctuations, potential macroeconomic slowdown, and fluctuations in input costs. During FY 2025, we responded through calibrated pricing actions, cost-efficiency initiatives and portfolio interventions. These measures are expected to support margin resilience while enabling volume growth in 2026. Cybersecurity remains an area of active focus, supported by robust systems, controls and awareness across the organisation. Health, safety, security and environmental considerations also remain a priority, with particular attention on road safety for frontline teams and transporters. Product quality and integrity continue to align with our zero-defect ambition, ensuring a consistently premium customer experience. Internal control systems and their adequacy We maintain an effective internal control system, corresponding to our organisation’s size and complexity, providing reasonable assurance of authorised and accurately recorded transactions. An independent internal audit function, supported by periodic reviews, ensures that the internal control system is robust. We remain committed to minimising identified risks through continuous monitoring and mitigating actions. Discussion on financial performance concerning operational performance Please note that Castrol India Limited follows the calendar year (January to December) for its financial reporting. For the full year ended 31 December 2025, the company registered Revenue from Operations of I5,722 Crore. It also marked an overall revenue growth of 7% compared to I5,365 Crore for the full year ended 31 December 2024. The company’s Gross Profit increased by 6% in FY 2025 over FY 2024. This was on account of higher volume and strategic price interventions. Operating and Other expenses increased by I97 Crore as compared to the previous year on account of investment in people, safety, brand, and business growth opportunities. Profit before exceptional item and tax by 4% over the previous year to I1,305 Crore. This generated a healthy cash flow from operations for FY 2025 of I1,090 Crore. Per the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is required to give details of significant changes (i.e., changes of 25% or more as compared to the immediately previous financial year) in key financial ratios. Key financial ratios Particulars Unit 2025 2024 % change Debtors’ turnover Times 12.56 12.47 1 Inventory turnover Times 5.45 5.16 5 Current ratio Times 1.66 2.02 (18) Operating profit % margin 22% 22% - Net profit margin % 17% 17% - EBITDA % 24% 24% - Return on net worth* % 45% 42% 7 *Return on net worth is a measure of the profitability of a company expressed as a percentage. It is calculated by dividing the profit for the year by the average capital employed during the year. Interest coverage ratio and debt-equity ratio are not applicable to the Company since there are no borrowings. The finance cost in the financial statements relates to leases (IND AS 116). The debtors’ turnover ratio indicates a company’s effectiveness in collecting its receivables from customers. It is computed by dividing the revenue from operations by average trade receivables. The inventory turnover ratio indicates the number of times a company sells and replaces its inventory during the period. It is calculated by dividing the cost of goods sold by the average inventory. The current ratio is a liquidity ratio that measures a company’s ability to pay obligations that are due within 12 months. It is calculated by dividing the current assets by the current liabilities. Operating profit margin is a profitability or performance ratio used to calculate the percentage of profit a company produces from its operations. It is calculated by dividing the earnings before interest and taxes (EBIT) by revenue from operations. Net profit margin is equal to how much net income or profit is generated as a percentage of revenue. It is calculated by dividing the profit for the year by revenue from operations. Key developments in human resources / industrial relations As of 31 December 2025, Castrol India employed 632 employees, including factory workers. During the year, we continued to focus on employee health, wellbeing, and engagement. Approximately 4,500 hours were dedicated to training on technical skills, behavioural safety, and leadership development. Initiatives like the Lakshya Manufacturing Excellence Programme enriched learning by providing external perspectives to the supply chain team. Career development remained a key focus, with grow@bp enabling structured learning pathways, career cameos, and small-team engagements. Internal candidates filled 42% of vacancies, reflecting a strong emphasis on talent development and internal mobility. • Throughout the year, Diversity and Inclusion (D&I) remained a key priority: − Women held 21% of managerial positions, with overall female representation at 18%. − Women in Sales Network (WISN) continued to be engaged through learning sessions and career conversations. • Career Fest 2025 was a campaign aimed at exploring growth opportunities and building capability. The event featured engaging sessions such as “The Power of My Profile”, “Ace an Interview” and “Storytelling in Presentations” to help employees better understand potential career pathways and how to tap the opportunity pool. • To strengthen leadership capability, Drona, a peer- learning classroom programme for line managers, was introduced. The programme covered critical aspects of the employee lifecycle, performance management, and talent development. Castrol also conducted internal audits during the year to ensure effective human resources and legal compliance. Employee relations were supported through leadership engagement, town halls, and recognition programmes. Mental health initiatives complemented physical wellbeing efforts, ensuring comprehensive employee wellness. Health, Safety, Environment And Carbon (HSE&C) Safety remained paramount in 2025 with the company achieving zero reportable safety and environmental incidents, reflecting strong governance, disciplined execution, and leadership commitment across operations. During the year, frontline staff travelled nearly 2.5 million kilometres using company vehicles and remained injury- free. Road safety initiatives such as the Castrol Road Safety Premier League and Eyes on the Road were implemented across the sales team to reinforce safe driving behaviours, supported by leadership-led interventions and structured safety engagements. Health, Safety, Environment & Carbon (HSE&C) performance across all three manufacturing sites improved significantly during the year. All sites achieved zero reportable HSE-related incidents. In addition, all manufacturing locations maintained DAFWC-free (Days Away from Work Case) operations, with Patalganga completing ten years, Paharpur eight years, and Silvassa two years without a DAFWC. Castrol India Limited | Annual R eport 2025 58 59 Statutory Reports Corporate OverviewFinancial Statements
Page 33
The year began with increased production activity alongside periods of extreme weather conditions. During this period, targeted safety intervention DRISHTI was implemented at the Patalganga and Silvassa blending plants to reinforce frontline risk awareness, ownership, and speak-up practices, supporting safe operations during peak activity. All three blending plants successfully demonstrated compliance with ISO 9001, ISO 14001, and ISO 45001 standards, with no non-conformities identified during audits. Additionally, process and safety audits were conducted at 10 existing Chemical Management Services (CMS) sites. Across these sites, we have achieved 12 years of injury-free operations, showcasing our strong commitment to safety. Environmentally responsible initiatives: Reduction in energy, water, and waste to minimise the environmental footprint. • Collaboration with authorised waste plastic recyclers to fulfil Extended Producer Responsibility (EPR) obligations under the Plastic Waste Management Rules. • 3,200 metric tonnes reduction per annum in virgin plastic consumption through PCR packaging design. • 100% collection of plastic packaging waste, amounting to 9,424 metric tonnes in FY 2024–25. • Integrated renewable electricity used in their operations across three plants through a solar power system and the procurement of IREC. • Concentrated efforts to lower product carbon intensity by transitioning to lower-emission heating fuels and developing low-carbon and circular products. This has led to 79% reduction in Scope 1 and 2 emissions (manufacturing) against the 2019 baseline. To learn more about our environmental responsibility, turn to page 104. Corporate communications Internal communications: In a year marked by change, Castrol focused on strengthening transparency and leadership connections to foster collective alignment across the organisation: • Monthly leadership connects through organisation-wide town halls and Straight Talk with Kedar to ensure clarity in stance. This led to enhanced transparency that helped colleagues navigate with ease while Castrol was under Strategic Review. • The National Conference brought Castrol India together to reflect on the year gone by and align on priorities and performance targets for 2025. Spread over three days, the event set a stage for conversations and connections that brought teams closer as they prepared to deliver growth through the year. • We created lasting impressions through a cycle-building engagement activity where teams assembled 51 bicycles. These were, in turn, donated to children in need, reinforcing our commitment to community impact. • We brought marketing initiatives closer to home through internal activations for the Castrol Activ relaunch and the launch of helmet cleaner. This move helped employees see and feel the excitement of the market during a product launch and brought them closer to the business. External communications: In FY 2025, we focused on amplifying Castrol’s voice across media to reach a wide spectrum of stakeholders, and the results were truly encouraging. • Wider reach: We continued our focus on regional media coverage and significantly extended our press release (31 of them) footprint, leading to getting a PR value of ~I40 Crore, doubling the total impressions, and growing share of voice mentions by ~20%. Castrol also appeared on TV 24 times. • Meri Castrol Kahaani 2.0: This initiative celebrated ex- employee journeys through short audio stories shared widely across platforms. It resulted in 250+ hours of listening time and amplified pride in our people and brand. • Life at Castrol: The campaign focused on the processes and policies that support an employee’s day-to-day life at Castrol. • Just Another Day at Castrol: In a ‘behind-the-scenes’ format, the campaign brought to life the rigour, thoughtfulness, research and evidently the fun that keeps Castrol running. On behalf of the Board of Directors Saugata Basuray Wholetime Director & Interim CEO DIN: 09522239 Mrinalini Srinivasan Wholetime Director & Chief Financial Officer DIN: 09682234 Place: Mumbai Date: 3 February 2026 Castrol India Limited | Annual R eport 2025 60
Page 34
61 Statutory Reports Corporate OverviewFinancial Statements To the Shareholders, The Board of Directors (‘Board’) of your Company is pleased to present the Forty-Eighth Annual Report of Castrol India Limited (‘Castrol’ or ‘Company’) for the financial year ended 31 December 2025 (‘year under review’ or ‘the year’ or ‘FY25’). In compliance with the applicable provisions of the Companies Act, 2013, (including any statutory modification(s) or re-enactment(s) thereof, for time being in force) (‘the Act’) and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations’), this report covers the financial results and other developments during the financial year ended 31 December 2025 and upto the date of the Board meeting held on 3 February 2026 to approve this report, in respect of Castrol India Limited. 1. F inancial Results T he Company’s financial performance for the financial year ended 31 December 2025 is summarized below: Particulars For the year ended 31 December 2025 (` in Crore) For the year ended 31 December 2024 (` in Crore) Revenue from operations (a) 5721.50 5364.85 Other Income (b) 67.43 88.61 Total Income (a+b) 5788.93 5453.46 Profit before tax and depreciation 1405.66 1357.38 Less: Depreciation and amortization 100.82 99.77 Profit before exceptional items and tax 1304.84 1257.61 Less: Exceptional Item* 22.53 - Profit before tax 1282.31 1257.61 Tax expense (including deferred tax) 332.38 330.38 Profit after tax 949.93 927.23 Other comprehensive income (net of tax) (44.44) (1.30) Total comprehensive income 905.49 925.93 Balance brought forward 1669.19 1534.56 Less: Dividend paid 1285.86 791.30 Balance carried forward 1333.52 1669.19 * incremental estimated obligations of ` 22.53 crore on account of New Labour codes notified effective November 21, 2025. 2. B usiness Performance R evenue from operations of the Company increased by 7% mainly on account of volume increase and strategic price interventions. Costs of materials were higher by about 7% over the previous year mainly due to incremental volumes, and adverse forex, offset by cost optimization and operational efficiencies. Operating and Other expenses increased by ` 97 Crore as compared to the previous year on account of investment in people, safety, brand and business growth opportunities. Profit before exceptional item & tax increased by 4% over previous year to ` 1,305 Crore. The Company’s performance has been discussed in detail in the ‘Management Discussion and Analysis Report’. The Company does not have any subsidiary or associate or joint venture company. There are no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the year and date of this report. Further, there has been no change in the nature of business of the Company. Reserves T here is no amount proposed to be transferred to the reserves. Cha nges in Share Capital D uring the year under review, there was no change in the paid-up share capital of the Company. Board's Report Q Q
Page 35
Castrol India Limited | Annual R eport 2025 62 3. U pdate on Castrol Strategic Review outcome I n December 2025, bp p.l.c. announced that it has agreed to sell 65% shareholding in Castrol’s global lubricants business to Stonepeak, a leading alternative investment firm, at an enterprise value of approximately USD 10 billion. Under the terms of the agreement, bp p.l.c. will retain a 35% minority interest in Castrol business and expects to complete the transaction by the end of 2026, subject to customary approvals. The deal underscores continued confidence in Castrol’s long-term potential while supporting bp’s wider strategic priorities. For your Company, the strategic review and its outcome do not alter day-to-day operations, market presence, or customer commitments. The business will continue to operate with the same leadership team, governance framework, and strategic priorities, including a focus on safety, operational excellence, customer relevance, and people development. Any further changes will be implemented in line with regulatory requirements and informed to the shareholders duly. 4. R eturns to Investors (Dividend) T he Board of Directors of the Company has approved and adopted the Dividend Distribution Policy in line with Regulation 43A of the SEBI Listing Regulations. The policy is uploaded on the website of the Company at https:/ /www.castrol.com/content/dam/castrol/ country-sites-new/en_in/india/home/documents/ investors/dividend_distribution_policy.pdf . T he Board at its meeting held on 3 February 2026 has recommended a Final dividend of ` 5.25 per share (105%) of the face value of ` 5 each, for the financial year ended 31 December 2025 (2024: Final cum Special dividend was ` 9.5 per share) subject to the approval of shareholders at the ensuing Annual General Meeting of the Company. The Board also declared Interim Dividend of ` 3.50 per share for the financial year ended 31 December 2025 on 5 August 2025 (2024: Interim dividend was ` 3.50 per share). T he dividend payout for the year under review is in accordance with the Company’s policy to pay sustainable dividend linked to long-term growth objectives of the Company to be met by internal cash accruals. 5. U nclaimed Dividend P ursuant to applicable provisions of the Companies Act, 2013 read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), all unpaid/ unclaimed dividends are required to be transferred by the Company to the Investor Education and Protection Fund (‘IEPF’ or ‘Fund’) established by the Central Government, after completion of seven years from the date the dividend is transferred to unpaid/ unclaimed account. Further, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. I n accordance with the IEPF Rules, the Company sent individual notices and also advertised in the newspapers seeking action from the shareholders who have not claimed their dividends for seven consecutive years or more. Thereafter, the Company has transferred such unpaid or unclaimed dividends, the details of which are given below: Dividend and the Y ear Amount transferred to IEPF (in `) Date of transfer to IEPF Final dividend 2017 105,09,287.50 3 July 2025 Interim dividend 2018 92,29,306.50 26 September 2025 F urther, the Company transferred 9,82,568 equity shares to the demat account of IEPF during the year under review. T he shareholders/claimants whose shares or unclaimed dividends have been transferred to the IEPF, may claim the shares or apply for refund from the IEPF Authority, by following the procedure prescribed in the IEPF Rules. The shareholders may request the Company for the issue of an Entitlement Letter by submitting all the required documents, before making an application to the IEPF Authority. D uring the year 2026, the Company will transfer following unclaimed dividend and the underlying shares to IEPF, within statutory timelines: Dividend Due date for transfer to IEPF Final dividend 2018 20 June 2026 Interim dividend 2019 3 September 2026 T he shareholders are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said Fund. The details of the other unclaimed dividends that are due to be transferred to IEPF in coming years are provided in the report on Corporate Governance. T he Company has appointed a Nodal Officer under the provisions of the Rules, the details of which are available on the website at https:/ /www.castrol.com/ en_in/india/home/investors/contact-us.html.
Page 36
63 Statutory Reports Corporate OverviewFinancial Statements Details of shares in respect of which dividend has not been claimed, are provided on website of the Company at https:/ /www.castrol.com/en_in/india/home/ investors/investor-education-and-protection-fund. html. The shareholders are encouraged to verify their records and claim their dividends of all the earlier seven years, if not claimed. 6. Su pply Chain T he supply chain priorities remain focused on three key areas: a ) Driving topline growth by enhancing customer experience and resilience, while supporting margin expansion. b ) Strengthening the bottom line through cost optimization, improving product cost competitiveness, and boosting productivity of both people and assets. c ) Acting responsibly by reducing manufacturing energy intensity, emissions, and virgin plastic usage. T he Company continues to emphasize these priorities alongside a strong commitment to compliant operations, delivering consistent product quality, and fostering a safety-first mindset. A disciplined focus on the Sales & Operations Planning (S&OP) process remains central to this approach. Additionally, new product introductions, supported by digital transformation as a key enabler, have empowered the team to meet customer demand and achieve business growth ambitions. L ogistics operations have sustained an outstanding safety record. A strong focus on cost competitiveness, digital transformation, and service excellence has delivered significant, measurable results. These initiatives have enabled the business to maintain cost stability despite an increasingly inflationary environment — demonstrating unwavering commitment to operational excellence without compromise. M anufacturing remains a key enabler and a strong differentiator for business growth. Our plants have delivered significant improvements in efficiency and productivity by optimizing processes and reducing waste across facilities, while maintaining the highest standards of safety and quality. The Company has initiated localization opportunities within the industrial segment, which will strengthen supply chain resilience and enhance cost competitiveness. In addition, our manufacturing sites have developed EV fluids capability and upgraded infrastructure to support advanced lubricants — positioning Castrol to meet evolving market demands and next-generation mobility solutions. C ontinuous efforts on sustainability and strengthening safety across plants earned prestigious recognitions for the Company with the Patalganga Plant receiving OHSSAI Gold and BSC Merit Awards, Silvassa Plant winning Golden Peacock Award for Occupational Health & Safety, and Paharpur Plant securing Diamond Award for Safety Quality and Sustainability Leadership. These achievements underscore the Company’s unwavering commitment to HSE&C excellence and continuous improvement. 7. D irectors and Key Managerial Personnel A s on 31 December 2025, the Board comprised three Executive Directors, two Non-Executive Nominee Directors and three Independent Directors. Out of the eight directors on the Board, there are four Women Directors. T he following changes have taken place in the Directors and Key Managerial Personnel during the year under review and upto the date of this report: a . Cessation and Appointment of Nominee Directors Mr. Udayan Sen (DIN: 02083527) ceased to be Nominee Director, effective close of business hours on 28 February 2025, following withdrawal of his nomination by Castrol Limited (UK). Ms. Nisha Trivedi (DIN: 10937145), was appointed as the Nominee Director of the Company, with effect from 3 February 2025, pursuant to nomination received from Castrol Limited (UK). Her appointment was approved by the shareholders at the 47 th Annual General Meeting ('AGM'). b . Cessation and Appointment of Chief Financial Officer & Wholetime Director Mr. Deepesh Baxi (DIN: 02509800) ceased to be Chief Financial Officer & Wholetime Director with effect from close of business hours on 13 March 2025 following his resignation from the services of the Company. Mr. Vishal Thakkar was appointed Interim Chief Financial Officer effective 12 June 2025 and ceased to hold the position upon the appointment of the Chief Financial Officer, Ms. Mrinalini Srinivasan (DIN: 09682234). Ms. Srinivasan was appointed as Chief Financial Officer & Wholetime Director for a term of five (5) years from 28 July 2025 to 27 July 2030. The said appointment was approved by the shareholder through postal ballot which concluded on 12 September 2025.
Page 37
Castrol India Limited | Annual R eport 2025 64 c . Cessation of Managing Director and appointment of Interim Chief Executive Officer (effective 1 January 2026) Mr. Kedar Lele (DIN: 06969319) ceased to be the Managing Director with effect from the close of business hours on 31 December 2025 following his resignation from the services of the Company. Mr. Saugata Basuray (DIN: 09522239) was appointed as an Interim Chief Executive Officer (‘CEO’) and was re-designated as ‘Wholetime Director & Interim CEO’ with effect from 1 January 2026. d . Retirement by rotation at 48 th AGM I n accordance with the provisions of the Act, Mr. Kartikeya Dube (DIN: 00929373), Non-Executive Nominee Director of the Company, shall retire by rotation at the ensuing 48th Annual General Meeting, and being eligible has offered himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board, at its meeting held on 3 February 2026, has recommended his re-appointment at the AGM. D etails of the Directors proposed to be appointed/re- appointed at the ensuing 48 th Annual General Meeting of the Company, as required under Regulation 36(3) of the SEBI Listing Regulations and SS - 2 (Secretarial Standards on General Meetings), are provided at the end of the Notice convening the 48 th Annual General Meeting. The Independent Directors of the Company have certified their independence to the Board, stating that they meet the criteria for independence as mentioned under Section 149(6) of the Act. T he Board is of the opinion that the Independent Directors of the Company have fulfilled the conditions as specified in the SEBI Listing Regulations, are independent of the management, possess requisite qualifications, experience, proficiency and expertise in the fields of finance, people management, strategy, auditing, tax and risk advisory services, banking and they hold highest standards of integrity. T he Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs (‘IICA’) as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. 8. P olicy on Nomination, Independence, Remuneration, Diversity and Evaluation T he Policy on Nomination, Independence, Remuneration, Diversity and Evaluation, approved by the Nomination and Remuneration Committee and adopted by the Board of Directors of the Company, is annexed as Annexure I to this report of the Board to the shareholders. This policy is also available on the website of the Company at https:/ /www.castrol.com/ content/dam/castrol/country-sites-new/en_in/india/ home/documents/investors/nrc_policy_cil_2018.pdf. 9. B oard Evaluation T he Nomination and Remuneration Committee specifies the criteria for annual performance evaluation process of Board, Committees and individual Directors. The Board is committed to evaluating its own performance as a Board, in order to identify strengths and areas in which it may improve functioning. Further, overall effectiveness of the Board is measured to decide the appointments and re-appointments of Directors. D uring the year, the Company engaged a reputed external agency to facilitate the Board evaluation process. The agency prepared an independent assessment report, which formed the basis for feedback to the Board, its Committees and Directors. The evaluations were carried out in a confidential manner and the Directors provided their feedback across defined evaluation metrics. Following are the key criteria applied for performance evaluation : • C omposition and dynamics of the Board as a whole and the Committees in terms of its diversity in skills, expertise and competence to conduct its affairs effectively. • T raining and support provided for performance of responsibilities and focus of the Board on the issues that affects Company’s performance. • O versight on operations, risk, strategy and on the functions of the Committees and management of the meetings in terms of agendas, quality of presentations, time allocation and interaction with management. • P riorities for change to increase focus on the strategy and review key issues. T he overall outcome of the performance evaluation for the year was positive with the Board identifying key areas for focus going forward and improving the Board effectiveness. This includes inter a lia continuing to dedicate more time on the Company’s business strategy, new business initiatives, Board skills development to meet the emerging needs, engagement with senior management and leadership talent and succession planning.
Page 38
65 Statutory Reports Corporate OverviewFinancial Statements 10. B oard and Committees T he Board met eight times during the year, details of which are given in the Corporate Governance Report that forms part of this annual report. The intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. During the year under review, the Board has accepted the recommendations of the Audit Committee. Details of all the Committees of the Board have been given in the Corporate Governance Report. 11. C orporate Governance T he Company has put in place governance practices as prevalent globally. The Corporate Governance Report and the Auditor’s Certificate regarding compliance of conditions of Corporate Governance are made part of the annual report. 12. C orporate Social Responsibility T he Company’s CSR efforts focus on bringing enduring positive value to the communities it works with. In line with the core theme to keep India moving, the Company will continue to build enduring and engaging relationships with key stakeholders in the mobility sector. Truck drivers and mechanics are two key stakeholders who play a significant role in keeping the wheels of this sector moving. Truck drivers carry the majority of freight traffic in the country while mechanics service one of the largest automotive markets in the world. However, their skills, livelihood opportunities and socio-economic conditions need more focus. T he Company is committed in making a positive impact in the lives of truck drivers and mechanics by preparing them to face today’s reality and leverage tomorrow’s opportunity. In line with this vision, the Company focusses on two key flagship CSR programmes: • P rogramme for holistic development of truck drivers - Castrol Sarathi Mitra • P rogramme for mechanics with an aim to strengthen skills development in automotive and industrial sectors, with a focus on technology – Castrol Eklavya A dditionally, Castrol continues to support community development initiatives around areas of operations and presence. The Company, from time to time, supports humanitarian aid activities in India, by providing relief and rehabilitation to people impacted by natural disasters. D uring the year, the Company refreshed the CSR policy to support environment sustainability programmes enabling funding towards technology development, innovation, circular economy solutions, contribution to incubators or research and development projects in the field of science, technology, and engineering, funded by Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government and contributions to public funded Universities engaged in conducting research in science, technology and engineering aimed at promoting Sustainable Development Goals (SDGs). T he Company, from time to time, also supports humanitarian aid activities in India, by providing relief and rehabilitation to people impacted by natural disasters. T he Company follows an approach of initiating pilot projects to test on-ground relevance with leading non-governmental organisations (NGOs). Based on stakeholder response, partner experience and contribution to agenda, the projects are accordingly scaled up or redesigned. Encouraged by the response, the portfolio continues to grow with expanding partnerships and investments. T he Corporate Social Responsibility Policy is available on the website of the Company at https:/ /www. castrol.com/content/dam/castrol/country-sites-new/ en_in/india/home/documents/about-castrol/cil-csr- policy-2025.pdf. The annual report on CSR activities is annexed to this report as Annexure II. 13. D irectors’ Responsibility Statement P ursuant to the requirement under Sections 134(3)(c) and 134(5) of the Act, with respect to the Directors’ Responsibility Statement, it is hereby confirmed: a . I n the preparation of the annual accounts for the year ended 31 December 2025, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b . The Directors have selected such accounting policies and applied them consistently and made judgements 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 31 December 2025 and of the profit of the Company for the year ended on that date; c . The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; Q Q
Page 39
Castrol India Limited | Annual R eport 2025 66 d . The Directors have prepared the annual accounts on a ‘going concern’ basis; e . The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and f . The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are efficient and operating effectively. T he aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company. 14. R isk Management and Adequacy of Internal Financial Controls The Company has set up a Risk Management Committee and has adopted a Risk Management Policy, the details of which are given in the Corporate Governance Report that forms part of this annual report. T he Company maintains an adequate and effective internal control system commensurate with its size and complexity. We believe that these internal control systems provide, among other things, a reasonable assurance that transactions are executed with management authorization and that they are recorded in all material respects to permit preparation of financial statements in conformity with established accounting principles and that the assets of the Company are adequately safeguarded against significant misuse or loss. The internal control system is supplemented through an extensive internal audit program and periodic reviews by the management and the Audit Committee. T he Company has in place, adequate Internal Financial Controls with reference to financial statements. During the year, such controls were tested and no reportable material weaknesse s in the design or operation were observed. 15. R elated Party Transactions T he Company has adopted a Related Party Transactions Policy. The Audit Committee reviews this policy periodically and also reviews and approves all related party transactions, to ensure that the same are in line with the provisions of applicable laws and the Policy. T he Committee approves the related party transactions and wherever it is not poss ible to estimate the value, approves limit for the financial year, based on best estimates. All related party transactions are reviewed by an independent accounting firm to establish compliance with policy and limits approved. A ll related party transactions entered during the year were in the ordinary course of the business and on arm’s length basis. No material related party transactions were entered into during the year by the Company. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable to the Company. T he policy was amended by the Board at its meeting held on 4 November 2025, to align with the amendment in law. In conformity with the requirements of the Act, read with the SEBI Listing Regulations, the Policy is also available on Company’s website at https:/ /www. castrol.com/content/dam/castrol/country-sites-new/ en_in/india/home/documents/investors/rpt-policy. pdf. 16. Deposits T he Company has not accepted any deposits under Chapter V of the Act during the financial year and as such, no amount on account of principal or interest on deposits from public is outstanding as on 31 December 2025. 17. P articulars of Loans given, Investments made, Guarantees given and Securities provided P ursuant to Section 186 of the Companies Act, 2013 and Schedule V to the SEBI Listing Regulations, disclosure on particulars relating to Loans, Guarantees and Investments are provided as part of the financial statements in Note No. 4.1 & 4.6. 18. C onservation of Energy, Technology Absorption, Research & Development (R&D) and Foreign Exchange Earnings and Outgo T he particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided as Annexure III. 19. M aterial Changes occurred after end of Financial Year N o material changes and commitments which could affect the Company’s financial position have occurred between the end of the financial year of the Company and date of this report. 20. A uditors S tatutory Auditor T he shareholders at the 44 th Annual General Meeting held on 8 June 2022 approved the appointment of
Page 40
67 Statutory Reports Corporate OverviewFinancial Statements Deloitte Haskins & Sells LLP, Chartered Accountants, for a second term of 5 (five) years to hold office till the conclusion of 49 th Annual General Meeting of the Company. The statutory auditors have confirmed their eligibility and submitted the certificate in writing that they are not disqualified to hold the office of the statutory auditor. The report given by the statutory auditor on the financial statements of the Company forms part of the annual report. There is no qualification, reservation, adverse remark or disclaimer given by the statutory auditor in their report. C ost Auditor M /s. Kishore Bhatia & Associates, Cost Accountants, carried out the cost audit for the Company for the year under review. They have been re-appointed as Cost Auditors for the financial year ending 31 December 2026. A remuneration of ` 4,50,000/- (Rupees Four Lacs Fifty Thousand only) plus applicable taxes and out of pocket expenses has been fixed for the Cost Auditors subject to the ratification of such fees by the shareholders at the 48 th AGM. Accordingly, the matter relating to ratification of the remuneration payable to the Cost Auditors for the financial year ending 31 December 2026 is placed at the 48 th AGM. The Company has maintained cost records as specified under sub-section (1) of Section 148 of the Companies Act, 2013 and the same shall be audited by the cost auditor i.e. M/s. Kishore Bhatia & Associates, Cost Accountants for the financial year 2026. S ecretarial Auditor I n terms of the amended provisions of Regulation 24A of the SEBI Listing Regulations, the Board of Directors, based on the recommendation of the Audit Committee, proposed appointment of M/s. Parikh & Associates, Company Secretaries (FRN No. P1988MH009800), as the Secretarial Auditors of the Company for a term of five (5) consecutive years from FY 2025 to FY 2029, at the remuneration of ` 3,00,000 (Rupees Three Lacs only) plus applicable taxes and out of pocket expenses for FY 2025. The said appointment was approved by the shareholders through Postal Ballot, the results of which were declared on 12 September 2025. M /s. Parikh & Associates conducted Secretarial Audit pursuant to the provisions of Section 204 of the Act and submitted the Secretarial Audit Report for the financial year ended 31 December 2025. The report does not contain any qualification and is annexed to this report as Annexure IV. 21. C ompliance with Secretarial Standards on Board and General Meetings D uring the financial year, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India. 22. P articulars of Employees I n line with Section 136 of the Act, the financial statements and the Board’s Report have been made available to the shareholders, excluding information on employee remuneration required under Section 197 of the Companies Act, 2013 and Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The said information will be made available upon request. Any shareholder interested in obtaining such details may write to the corporate secretarial department at the registered office of the Company. 23. Pr evention of Sexual Harassment at Workplace T he Company firmly believes in providing a safe, supportive and friendly workplace environment – a workplace where our values come to life through the supporting behaviors. Positive workplace environment and a great employee experience are integral part of our culture. T he Company continues to take various measures to ensure a workplace free from discrimination and harassment based on gender. T he Company educates its employees as to what may constitute sexual harassment and in the event of any occurrence of an incident constituting sexual harassment. The Company has created the framework for individuals to seek recourse and redressal to instances of sexual harassment. During the year, the Company conducted training and sensitization sessions on prevention of sexual harassment at workplace for its employees and others at various locations. The said sessions were facilitated by an external trainer and/or through e-learning module. T he Company has a Policy on Sexual Harassment Prevention and Grievance Handling at the Workplace to provide clarity around the process to raise such a grievance and how the grievance will be investigated and resolved. An Interna l Committee has been constituted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. D uring the year, no complaint of sexual harassment was reported. Q Q
Page 41
Castrol India Limited | Annual R eport 2025 68 The following is a summary of Sexual Harassment complaint(s) received and disposed of during the FY2025, pursuant to the POSH Act and Rules framed thereunder: Particulars Number Number of complaint(s) of Sexual Harassment received during FY 2025 Nil Number of complaint(s) disposed of during FY 2025 N.A. Number of cases pending for more than 90 days (stipulated timeline under POSH) N.A. Number of cases pending as on 31 December 2025 N.A. 24. D isclosure of Maternity Benefit Compliance Y our Company is in compliance of Maternity Benefit Act, 1961 for the year under review. 25. V igil Mechanism T he Company has a very strong whistle blower policy viz. ‘Open Talk’. Whistle blowers also have direct access to the Chairperson of the Audit Committee in case they wish to report any concern. The Company has a dedicated email id “ IndiaAuditCommitteec@bp.com .” for reporting such concerns. All cases registered under Whistle Blower Policy of the Company are reported to and are subject to review by the Audit Committee. 26. A nnual Return T he annual return of the Company as required under the Companies Act, 2013 will be available on the website of the Company at https:/ /www.castrol.com/ en_in/india/home/investors/general-meeting.html . 27 . G eneral Disclosures N o disclosure or reporting is required in respect of the following items as there were no such transactions during the year under review: 1 . I ssue of Equity Shares with differential rights as to dividend, voting or otherwise. 2 . I ssue of Equity Shares (including Sweat Equity Shares) to employees of the Company, under any scheme. 3 . The Company has not resorted to any buy back of its Equity Shares during the year under review. 4 . The Company does not have any subsidiaries. Hence, neithe r the Managing Director nor the Wholetime Directors of your Company received any remuneration or commission during the year, from any of its subsidiaries. 5 . No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future. 6 . No fraud has been reported by auditors under subsection (12) of section 143. 7 . The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not Applicable. The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) durin g the year along with their status as at the end of the financial year – Not Applicable. 28. Acknowledgement T he Board wishes to place on record its sincere appreciation of the efforts put in by the Company’s employees for achieving encouraging results. The Board also wishes to thank the shareholders, distributors, vendors, customers, bankers, government and all other business associates for their support during the year. On behalf of the Board of Directors Saugata Basuray Wholetime Director & Interim CEO DIN: 09522239 Mrinalini Srinivasan Chief Financial Officer & Wholetime Director DIN: 09682234 Place: Mumbai Date: 3 February 2026
Page 42
69 Statutory Reports Corporate OverviewFinancial Statements Annexure I Policy on Nomination, Remuneration, Diversity and Evaluation (Consolidated Policy approved by the Board of Directors on 6 February 2018) This Policy of Castrol India Limited (the ‘Company’) shall be referred to as ‘Policy on Nomination, Remuneration, Diversity and Evaluation (the ‘Policy’). This Policy shall act as a guideline for ‘Nomination and Remuneration Committee’ (the ‘Committee’) on matters relating to Appointment of Directors including Independent Directors, Remuneration of Directors, Key Managerial Personnel (KMPs) and Senior Management Personnel, Board evaluation and Board Diversity. This Policy has been prepared pursuant to the provisions of Section 178(3) of the Companies Act, 2013 (the ‘Act’), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the ‘SEBI Listing Regulations, 2015’) and is subject to the provisions of other applicable laws as amended from time to time. 1. Policy T he Committee is responsible for recommending this Policy to the Board including any amendments to be made in this Policy. 2. R eview of the Policy T he Board of Directors (the ‘Board’) is responsible for approving and overseeing implementation of this Policy and the same will be reviewed and reassessed by the Committee as and when required and appropriate. Recommendations shall be made to the Board to update this Policy for reasons that include but are not limited to regulatory changes. I mplementation of this Policy shall be the responsibility of the Company Secretary & Compliance Officer who shall advise the Board from time to time. All the terms like Director, Managing Director, KMP, Independent Director, Remuneration, Committee shall have the same meaning as assigned under the Act read with SEBI Listing Regulations, 2015. T he power to interpret and administer the Policy shall rest with the Chairperson of the Committee whose decision shall be final and binding. The Chairperson is also empowered to make any supplementary rules/ orders to ensure effective implementation of the Policy. These will, however, be reported to or placed before the Committee, from time to time, to ensure the Committee’s oversight on these issues. 3. P olicy on Appointment of Directors: a . I n accordance with Company’s Articles of Association, the Board determines, from time to time, the size of the Board and may fill any vacancies that occur between annual general meetings. The Committee periodically evaluates and makes recommendations to the Board concerning the appropriate size of the Board based upon the needs of the Board. b . Appointment of a Director will be based on the outcome of a proper planning. The Committee shall consider the standards of qualification, expertise and experience of the candidates for appointment as Director and accordingly recommend to the Board his/her appointment. The Committee will assess skill sets, the Board needs to have for the industry the Company operates in and also in view of Group corporate philosophy and governance standards. c . The Committee shall request reference internally for a candidate having relevant experience or from external consultants or any other source as deemed appropriate by the Committee. d . For inducting Directors, the Committee members shall personally meet the potential candidate and assess suitability of the candidate for the role in view of Castrol values and standards of governance. e . The Committee shall recommend appointment of the shortlisted candidate for directorship to the Board for its consideration. The Committee shall also recommend compensation that can be paid to a Director, commensurate to the industry norms and position. f . I f position of a Director suddenly becomes vacant by unanticipated occurrence of any event, the Committee shall meet at the earliest opportunity to discuss succession and fill such vacancy. g . Criteria for selection : i . The Board candidate should be of the highest ethical character and share the values of Castrol as reflected in the Code of Conduct and Corporate Governance principles. Board candidate should have reputation, both personal and professional, consistent with the image and reputation of Castrol. i i. The Board candidate should be of the highest moral and ethical character. The candidate must exhibit independence, objectivity and be capable of serving as a representative of the stakeholder. i ii. The Board candi date should have the personal qualities to be able to make a substantial active contribution to Board deliberations. These qualities include intelligence, self-assuredness, a high ethical standard, inter-personal skills, independence, courage, and willingness to ask the difficult questions, communication skills and commitment. Q Q
Page 43
Castrol India Limited | Annual R eport 2025 70 i v. The Board candidate must be willing to commit, as well as have, sufficient time available to discharge the duties of Board membership and should not have any prohibited interlocking relationships or conflict of interest. v . Board Candidate should be highly accomplished in its respective field, with superior credentials and recognition. v i. In recognition of the fact that the foundation of the Company is in lubricants industry, the Board should prefer person who has relevant experience. A candidate should have extensive and relevant leadership experience including understanding of the complex challenges of enterprise leadership. International experience will in many cases be considered a significant positive characteristic in a Board candidate’s profile. An ideal Board candidate will have gained this experience in one or more of the settings outlined below: • Business – The Board candidate is or has been the Chief Executive Officer, Chief Operating Officer or other major operating or officer of a major corporation, with a background in law / marketing / finance / business operations / strategic management. • Industry – The Board candidate has experience in the fast-moving consumer goods (FMCG) industry / automobile industry or another complementary field. • Information Technology – The Board candidate should have fair understanding of information technology, e-commerce or digital marketing and also of regulatory framework in which the industry operates. • I n considering candidates for election to the Board of Directors, the Board should constantly be striving to achieve the diversity of the communities in which the Company operates. The Committee shall work with the Board to determine the appropriate characteristics, skills and experience for the Board as a whole and its individual members with the objective of having a Board with diverse backgrounds and experience as per Diversity Policy of the Company. 4. P olicy on Independence of Directors F or the Independent Directors, the Committee shall assess the independence of Directors at the time of appointment/re-appointment and the Board shall assess the same annually as per the ‘Policy on Independence of Directors’. The Board shall re-assess determinations of independence when any new interests or relationships are disclosed by a Director. T he Independent Directors shall abide by the ‘Code for Independent Directors’ as specified in Schedule IV to the Act. This policy is subject to the provisions of the Companies Act, 2013 and Listing Regulations issued by Securities and Exchange Board of India (SEBI) from time to time and that the Nomination and Remuneration Committee/Board to assess the Independence of Independent Directors of the Company according to the criteria of Independence laid down by the Companies Act, 2013 read with Listing Regulations. 5. P olicy on Remuneration of Directors W hile determining Remuneration, the Committee shall take into account – a . Salary level of new director/employee is competitive, relative to the peer group. b . Variable remuneration is awarded within the parameters and is subject to a requirement of continued service and corporate performance condition. c . Where an existing employee is promoted to the Board, the Company will honour all existing contractual commitments including any outstanding share awards or pension entitlements. d . Where an individual is relocating in order to take up the role, the Company may provide certain one-off benefits such as reasonable relocation expenses, accommodation for a period following appointment and assistance with visa applications or other immigration issues and ongoing arrangements such as tax equalization, annual flights home, and housing allowance. e . Where an individual would be forfeiting valuable remuneration in order to join the Company, the Committee may award appropriate compensation based on evidence. I n making/revising remuneration package, the Committee would balance shareholder expectations, current best practice and the requirements of any new recruit.
Page 44
71 Statutory Reports Corporate OverviewFinancial Statements T he Committee may recommend to the Board, changes in remuneration terms of Directors, Key Managerial Personnel or Senior Management Personnel subject to the provisions of the Act and applicable Group policies, regulations of Service, Code of Ethics and Principles of legal compliance framed and adopted by the Company from time to time. The Directors and Key Managerial Personnel / Senior Management Personnel shall superannuate as per the applicable provisions of the regulation and prevailing policy of the Company. The Board of Directors will have the discretion to retain the Whole-time Director, Key Managerial Personnel and Senior Management Personnel in the same position / remuneration or revised remuneration after attaining the age of superannuation, for organizational development reasons. T he Committee will discuss succession plans for the Directors, Key Managerial Personnel and Senior Management Personnel in consonance with the Company’s policies, as applicable from time to time. I . Remuneration for Independent Directors (IDs) and Non-Independent Non-Executive Directors (NED) The remuneration should be sufficient to attract, motivate and retain world-class, non- executive talent. Remuneration practice should be consistent with recognized best practice standards for Chairman and NED remuneration. The aggregate annual remuneration payable to the NEDs is determined by shareholder resolution, subject to the limits of Law. The Non- Executive Directors nominated by Promoters are not entitled to receive any remuneration. a. Directors Sitting Fees – The NEDs are entitled to sitting fees as determined by the Board from time to time for attending Board/ Committee meetings thereof in accordance with the provisions of Act. Sitting fees amount may be subject to review on a periodic basis, as required. Within the parameters prescribed by law, the payment of sitting fees will be recommended by the Committee and approved by the Board. b. Profit - linked Commission – The profit- linked commission shall be paid to the NEDs within the monetary limit approved by the shareholders of the Company subject to the same not exceeding 1% of the net profits of the Company computed as per the applicable provisions of the Act. Amount of Commission would be determined considering the overall performance of the Company, attendance at the meetings of Board/Committees, Membership/Chairmanship of Committees and contribution by the respective NEDs. The Committee will recommend to the Board, the quantum of commission for each Director based upon the outcome of the evaluation process. c . The IDs and NEDs are not entitled to any stock options of the Company. NEDs are supported through the Company Secretary’s office. This support includes assistance with travel and transport, security advice (when needed) and administrative services. NEDs shall be issued letters of appointment that recognize, their service is at the discretion of shareholders. The quantum and structure of the Chairman’s remuneration is set by the Board based upon a recommendation from the Nominations Committee. The Chairman is not involved in setting his own remuneration. The Chairman’s office is not maintained by the Company, however he is provided administrative support and all reasonable travelling, communication and other expenses incurred in carrying out his duties are reimbursed. ii. Remuneration for Managing Director (MD) / Whole- time Directors (WTDs) / Key Managerial Personnel (KMPs) and Senior Management Personnel (SMPs) a. The remuneration policy for the Managing Director (MD) / Whole-time Directors (WTDs) / KMPs and Senior Management Personnel (SMPs) shall be guided by five key principles. i. Linked to strategy : A substantial proportion of remuneration is linked to success in implementing the Company’s strategy. ii. Performance related : A major part of total remuneration varies with performance, with the largest elements being share based, further aligning with shareholders’ interests. iii. Long term : The structure of pay is designed to reflect the long- term nature of Castrol’s business and the significance of safety and environmental risks. iv. Informed judgement : There are quantitative and qualitative assessments of performance with the Committee making informed judgement within a framework approved by shareholders. Q Q
Page 45
Castrol India Limited | Annual R eport 2025 72 v. Fair treatment : Total overall pay takes account of both the external market and Company conditions to achieve a balanced, fair outcome. b. The aim of this policy is to ensure that whole- time directors are remunerated in a way that reflects the Company’s long - term strategy. Consistent with this, a high proportion of directors’ total potential remuneration has been, and will be, strongly linked to the Company’s long-term performance. Salaries will normally be set in the home currency of the Director and reviewed annually. Remuneration shall comprise of two broad components; fixed and variable. Fixed portion comprises of Base pay and perquisites and variable pay termed as Performance Linked Bonus (PLB) comprises of a pre-determined maximum compensation that can be paid at the end of the performance year. Entire remuneration shall be paid as per the contract approved by the Board and terms approved by shareholders, as under: i. Fixed Component – This includes Salary and other perquisites/benefits. This provides base-level fixed remuneration to reflect the scale and dynamics of the business and to be competitive with the external market. Basic/fixed salary is provided to all employees to ensure that there is a steady income in line with their skills and experience. In addition to the basic/fixed salary, the Company may provide employees with certain perquisites, allowances and benefits to enable a certain level of lifestyle and to offer scope for savings and tax optimization, where possible. The Company may also provide all employees with a social security net (subject to limits) by covering medical expenses and hospitalization through re-imbursements or insurance cover and accidental death and dismemberment through personal accident insurance. ii. Performance Linked Bonus (PLB) – The specific amount payable to the MD/ EDs would be based on performance as evaluated by the Board. It provides a variable level of remuneration dependent on short- term performance against the annual plan. Total overall Bonus is based on performance relative to measures and targets reflected in the annual plan, which in turn reflects Company’s strategy. iii. Retirals in the form of contribution to Provident Fund, Superannuation and Gratuity be paid as per statutory requirements. iv. Based on the organizational need for retaining high performing employees and also those who are playing critical roles, from time to time, certain retention features may be rolled out as part of the overall compensation package. These may take form of Retention Bonuses, group Share Value Plan etc. v. Severance Pay may be awarded (under supervision and with approval of the Committee) to the eligible MD/ WTDs/KMPs/SMPs in case of major organizational structuring(s). vi. Long Term Incentives may be awarded (under supervision and with approval of the Committee) to the eligible MD/ WTDs/KMPs/SMPs based on their contribution to the performance of the Company, relative position in the organization, and length of service. c . Annual Compensation Review – The compensation review year will be financial year of the Company. The annual compensation review, as a part of the performance management system cycle, shall be guided by Industry/business outlook, employee differentiation based on individual performance rating achieved during the applicable performance year. 6. B oard Evaluation a . The Board is committed to assessing its own performance as a Board in order to identify its strengths and areas in which it may improve its functioning. Towards this end, the Committee shall establish the criteria and processes for evaluation of performance of Individual Directors, Chairperson of the Board, the Board as a whole and the Committees of the Board and recommend the same to the Board. b . The Board is responsible for monitoring and reviewing of the Board Evaluation framework.
Page 46
73 Statutory Reports Corporate OverviewFinancial Statements c . The Committee shall i . formulate criteria for evaluation of performance of independent directors and the board of directors; i i. carry out evaluation of every director’s performance; i ii. determine whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors. d . The performance evaluation shall take place annually. It shall be the responsibility of the Chairperson of the Committee to organize the evaluation process. e . The appointment/re-appointment/continuation of Directors on the Board shall be subject to the outcome of the yearly evaluation process. f . The process and criteria for evaluation shall be guided by the ‘Guidance Note on Board Evaluation’ issued by SEBI (No. SEBI/HO/ CFD/CMD/CIR/P/2017 /004 dated January 5, 2017), applicable provisions of the SEBI Listing Regulations, 2015 and the Act and amendments/ modifications thereto made from time to time. 7 . M eeting of Independent Directors T he Independent Directors of the Company shall hold at least one meeting in a year, without the attendance of Non-Independent Directors and members of the management. S uch meeting shall: a . r eview the performance of Non-Independent Directors and the Board as a whole; b . r eview the performance of the Chairperson of the Company, taking into account the views of Executive Directors and Non-Executive Directors; c . assess the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. T he Independent Directors may call such meeting(s) at any point of time as desired. 8. B oard Diversity Policy 1 . The Board Diversity Policy aims to set out the approach to achieve diversity on the Board of Directors of the Company. Building a diverse and inclusive culture is integral to the success of Company. Ethnicity, age and gender diversity, underpinned by meritocracy are areas of strategic focus for the employee base and the same principle is applied to the composition of Board. 2. Policy Statement The Board of Directors shall comprise of Directors having expertise in different areas / fields like Strategic Planning, Finance, Law, Sales, Engineering or as may be considered appropriate. In designing the Board’s composition, Board diversity shall not be limited to gender, age, cultural and educational background, ethnicity, professional experience, skills and knowledge. The Board shall have at least one Board member who has accounting or related financial management expertise and at least one-woman director. The Board recognizes the benefits that diversity brings to the Board. In considering the composition of the Board, directors will be mindful of: a. Diversity: ensuring the Board and the Company reflects the global communities in which it works; b. Inclusiveness: creating an environment where all board members, employees and business partners are valued and can give of their best; c . Meritocracy: ensuring that Board appoint - ments are made on the basis of merit alone. d. The Board delegates the search and nomination of new directors to the Committee. When considering the nomination of new directors, the Committee will evaluate the balance of skills, knowledge and experience on the Board in order to identify the capabilities desirable for a particular appointment. Such evaluations will also consider the diversity the individual brings to the overall Board and will aim to ensure as diverse a mix as possible. Q Q
Page 47
Castrol India Limited | Annual R eport 2025 74 Annexure II THE ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) [Pursuant to The Companies (Corporate Social Responsibility Policy) Rules, 2014] 1. B rief outline on the CSR policy of the Company A t Castrol India Limited ('CIL '), we believe that we have a responsibility to bring enduring positive value to communities we work with. In line with our core theme to keep India moving, we have and will continue to build enduring and engaging relationships with key stakeholders in the mobility sector. T ruck drivers and mechanics are two key partners who play a significant role in keeping the wheels of this sector moving. Truck drivers carry the majority of freight traffic in the country while mechanics service one of the largest automotive markets in the world. However, their skills, livelihood opportunities and socio- economic conditions need more focus. A t CIL, we are committed to making a positive impact in the lives of truck drivers and mechanics by preparing them to face today’s reality and leverage tomorrow’s opportunity. Vision: T ransforming the lives of truck drivers and mechanics towards a sustainable livelihood and building pride in their professions. Mission: T o prepare truck drivers and mechanics in India for today’s reality and tomorrow’s opportunity by: i . Enabling sustainable livelihoods and making them future-ready through upskilling. i i. Providing opportunities for socio-economic growth through financial literacy and entrepreneurship development. i ii. Building pride in their professions through multiple programmatic interventions and platforms. I n line with this vision, CIL now focusses on two key flagship CSR programmes: • Programme for holistic development of truck drivers - Castrol Sarathi Mitra. • Programme for mechanics with an aim to strengthen skills development in automotive and industrial sectors, with a focus on technology – Castrol Eklavya. A dditionally, the Company continues to engage with communities around areas of operations and presence through various community development programmes focused on education and upskilling for youth and women. T he Com pany aims to support environment sustainability programmes by: a) Providing funds towards technology development, innovation, circular economy solutions and pilot programmes. b) Contribution to incubators or research and development projects in the field of science, technology, and engineering, funded by Central Government or State Government or Public Sector Undertaking or any agency of the Central Government or State Government. c) Contributions to public funded Universities engaged in conducting research in science, technology and engineering aimed at promoting Sustainable Development Goals (SDGs) T he Company, from time to time, supports humanitarian aid activities in India, by providing relief and rehabilitation to people impacted by natural disasters. T he Company follows an approach of initiating pilot projects to test on-ground relevance with leading non-governmental orga nisations (NGOs). Based on stakeholder response, partner experience and contribution to agenda, the projects are accordingly scaled up or redesigned. En couraged by the response, the portfolio continues to grow with expanding partnerships and investments. Composition of CSR Committee: S r. No. Name of the Director Designation/ Nature of Directorship No. of meetings held during the year No. of meetings attended during the year 1 Ms. Sangeeta Talwar Chairperson 2 2 2 Mr. Rakesh Makhija Member 2 2 3 Mr. Kartikeya Dube Member 2 2 4 Mr. Kedar Lele* (Up to 31 December 2025) Member 2 2 5 Mr. Deepesh Baxi (Up to 13 March 2025)^ Member 2 1 6 Ms. Mrinalini Srinivasan# (w.e.f. 5 August 2025) Member 2 1 7 Mr. Saugata Basuray@ (w.e.f. 1 January 2026) Member NA NA # Appointed as member of the committee w.e.f. 5 August 2025. @ Appointed as member of the committee w.e.f. 1 January 2026. ^ Ceased as member of the committee w.e.f. 13 March 2025. * Ceased as member of the committee w.e.f. 31 December 2025.
Page 48
75 Statutory Reports Corporate OverviewFinancial Statements 2. P rovide the web-link where Composition of CSR Committee, CSR policy and CSR projects approved by the Board are disclosed on the website of the Company - https:/ /www.castrol.com/content/dam/castrol/country-sites-new/en_in/ india/home/documents/about-castrol/cil-csr-policy-2025.pdf. 3. P rovide the executive summary along with web-link(s) of Impact Assessment of CSR projects carried out in pursuance of sub-rule (3) of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, if applicable - https:/ /www. castrol.com/en_in/india/home/about-castrol/corporate-social-responsibility.html T he Company had appointed Soulace Consulting Pvt Ltd to undertake impact assessment for the two flagship CSR programmes, – Castrol Sarathi Mitra and Castrol Eklavya. The key findings from the assessment study are as follows: C astrol Sarathi Mitra – programme for holistic development of truck drivers Modules Overall score (1-5, 5 being the highest) Key Impact Road Safety 4.5 • E nhanced knowledge for road safety rules • R educed risks of accident & injury • E nhanced efficiency in attending breakdowns • Impr oved knowledge related to rules has decreased the number of challans Financial Literacy 4.3 • R educed need to carry cash • Incr eased savings and investments for management for their earnings • Incr eased social security Health and Hygiene 4.0 • Impr oved vision • M ental wellbeing • W ell informed for balanced diet • E nergised while driving • R educed body pain Overall Sarathi Mitra Training Programme 4.5 • S ense of pride in profession • Incr eased motivation C astrol Eklavya – programme for upskilling of mechanics Modules Overall score (1-5, 5 being the highest) Key Impact Skilling – technical skills 4.8 • S afer workplace • Incr eased productivity • Incr eased income • E nhanced morale & continuous improvement Skilling - financial literacy 4.1 • Incr eased savings per month • Incr eased investments per month • Be tter standard of living • Decr ease in cash transaction Skilling – life skills 4.2 • Impr oved ability to deal with customers • Impr oved work etiquette • Impr oved entrepreneurial skills Overall Eklavya programme 4.5 • S ense of pride in profession • Incr eased self esteem 4. ( a) A verage net profit of the Company as per sub-section (5) of Section 135 Average net profit of the Company for last three financial years (2022, 2023 and 2024) calculated in accordance with the provisions of the Section 198 of the Companies Act, 2013 is ` 1238.84 Crore Q Q
Page 49
Castrol India Limited | Annual R eport 2025 76 ( b) T wo percent of average net profit of the Company as per sub-section (5) of Section 135 is ` 24.78 Crore ( c) Surplus arising out of the CSR projects or programmes or activities of the previous financial years – Nil ( d) Amount required to be set-off for the financial year, if any – ` 0.14 Crore ( e) T otal CSR obligation for the financial year [(b)+(c)-(d)] - ` 24.64 Crore 5. ( a) A mount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) – ` 23.89 Crore ( b) Amount spent in Administrative Overheads – ` 1.27 Crore ( c) Amount spent on Impact Assessment, if applicable – ` 0.12 Crore ( d) T otal amount spent for the financial year [(a)+(b)+(c)] – ` 25.28 Crore ( e) CSR amount spent or unspent for the Financial Year: T otal Amount spent for the financial year (` in Crore) Amount unspent (` in Crore) 25.28 Nil ( f) Excess amount for set-off, if any: S r. No. Particular Amount (` in Crore) (1) (2) (3) i. Two percent of average net profit of the Company as per sub-section (5) of Section 135 24.64* ii. Total amount spent for the financial year 25.28 iii. Excess amount spent for the financial year [(ii)-(i)] 0.64 iv. Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any - v. Amount available for set-off in succeeding financial years [(iii)-(iv)] 0.64 * Net of excess contribution from FY 2024 set-off in the current financial year 6. D etails of Unspent Corporate Social Responsibility amount for the preceding three financial years: Nil 7. Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the financial year: No 8. S pecify the reason(s), if the company has failed to spend two per cent of the average net profit as per subsection (5) of Section 135: NA Saugata Basuray Sangeeta T alwar Whole Time Director & Interim CEO Chairperson, CSR Committee DIN: 09522239 DIN: 00062478 Place: Mumbai Date: 3 February 2026
Page 50
77 Statutory Reports Corporate OverviewFinancial Statements Annexure III Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo required under the Companies (Accounts) Rules, 2014 A. C onservation of Energy I. C apital investment on energy conservation equipment • I nvestment of ` 42 Lacs towards Energy efficient compressors. • I nvestment of ` 32 Lacs towards Inverter type / Tower ACs. • I nvestment of ` 13 Lacs towards installation of new energy meter for getting the solar energy from open access system. I I. Steps taken or impact on conservation of energy • R educed temperature blending and optimization of Thermic Fluid system burner resulting in saving of annual HSD consumption of the plant by 15%. • R eduction of Batch cycle and batch mixing time resulting in annual electricity consumption by 3%. • O ptimization of Electrical Heat Tracing (EHT) use as per the process requirement, resulting in annual energy saving by 9.4%. • I ntroduction of PLC-based controller with predefined logic to reduce compressor power consumption. • R eview and optimization of heating requirements for identified grades resulting in PNG consumption reduction by 5% per thousand liters of volume produced from plant. • C onversion of compressed-air-powered pump in drum decanting system in the industrial blending section to an energy- efficient, PLC-controlled, VFD-driven pump. I II. Sustainability • U sage of Green energy across all plants. • 2 0 KL of freshwater extraction saved through rainwater harvesting. • R eduction of water consumption by around 7 KL per day. • O perationalization of Sewerage Treatment Plant with 10KL/day capacity, resulting in zero sewerage discharge and reduction of ground water extraction by 25%. • I nstallation of an Organic Waste Converter to process canteen waste into manure for use in gardening. • R eduction of over 45% in cotton rags consumption through awareness campaigns, targeted issuance & digital tracking. • U sage of the Absorbent pads in place of traditional cotton rags, reducing the hazardous waste generation. • I nfrastructure developed to handle Re- refined Base oil. B. T echnology Absorption I. E fforts made towards technology absorption • T he Company continued to derive sustainable benefits from technology activities (analytical testing and blending) operating out of Patalganga Laboratory and technology development and deployment activities carried out for India region. • T his was another year where the Company’s product development and deployment capability helped the business meet pressing consumer needs, partner closely with its customers and leverage strengths of its global affiliates to meet the needs of the local market. • T he Company launched products throughout financial year 2025 in motorcycle, cars, commercial vehicles, Industrial & HD, EV spaces, with superior benefits to consumers. The Company continued with its introduction of products suited for new ethanol-fuels and BS VI, which will help the country with its low carbon future. This also included low-viscosity products for OEM’s and retail consumers. • C ompany upgraded its products for cars segment with its GTX, MAGNATEC and EDGE portfolio. These products were formulated with technology that help protect the critical engine parts providing better protection. • C ompany continues to upgrade its products for bikes segment with upgrading ACTIV & POWER 1 portfolio which gives superior protection. Q Q
Page 51
Castrol India Limited | Annual R eport 2025 78 • C ompany launched new products in its EDGE portfolio to unlock the very edge of performance to get on-demand performance. The products launched were EDGE HYBRID 0W-16, EDGE SUV 0W-30, EDGE EURO CAR 0W-20. • T he Company continued to work with major local and global OEMs in motorcycles, passenger cars, commercial vehicle segment to develop products tailor made for their requirement in Indian market. • T he company is continuing to work with its advanced product offering for electric vehicles and data center customers. • K ey products were upgraded with latest specifications for API & ACEA specifications for their performance across the portfolio of ACTIV, POWER 1, POWER 1 ULTIMATE, GTX, MAGNATEC, EDGE, CRB. • N ew grease products were introduced into the market under the SPHEEROL brands. These included products in the non-lithium ranges. • F ield trials were carried out in India conditions to generate performance data for products in local conditions which were used to build claims across the portfolios. • T he Company continued with localization projects across the three plants for industrial and automotive portfolio. These projects aimed at looking at cost optimized formulations and raw materials. I I. I mported technology • A utomotive: High performance automotive lubricants were introduced into Indian market within the last 3 years including some EDGE brand products. Thermal management and transmission oil play a significant role in an electric vehicle. • T he Company continued to work with OEMs to develop e-fluids for their requirement as they continued to develop newer platforms. The Company supplies e-fluids to top EV OEM’s in India. • I ndustrial: High performance and metal working lubricants were introduced into the Indian market within last 3 years. Some of the products were used in various industrial applications in the XBB, Alusol, Techniclean, Optigear portfolio. C. F oreign Exchange Earnings and Outgo 1 . Activities relating to Export There were no significant exports by the Company during the year. However, some quantities of the products were exported to, China, Middle East, Thailand and Malaysia. 2 . Earnings and Outgo (` in Crore) Foreign Exchange Earnings 15.48 Foreign Exchange Outgo 1,551.51 On behalf of the Board of Directors Saugata Basuray Whole Time Director & Interim CEO DIN: 09522239 Mrinalini Srinivasan Chief Financial Officer & Wholetime Director DIN: 09682234 Place: Mumbai Date: 3 February 2026
Page 52
79 Statutory Reports Corporate OverviewFinancial Statements Annexure IV Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2025 (Pursuant t o S ection 2 04 ( 1) of t he C ompanies A ct, 2 013 and R ule N o. 9 of t he C ompanies ( Appointment a nd Remuneration of Managerial Personnel) Rules, 2014) To, The Members, Castrol India Limited We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Castrol India Limited (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon. Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records maintained by the Company, to the extent the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representations made by the Management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on 31 December 2025, generally complied with the statutory provisions listed hereunder and also that the Company has proper Board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter: We have examined the books, papers, minute books, forms and returns filed and other records made available to us and maintained by the Company for the financial year ended on 31 December 2025 according to the provisions of: (i) T he Companies Act, 2013 (the ‘Act’) and the rules made thereunder; (ii) T he Securities Contract (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) T he Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; (iv) F oreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings; (v) T he following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’) - ( a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; ( b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; ( c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (Not applicable to the Company during the audit period) ( d) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (Not applicable to the Company during the audit period) ( e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021; (Not applicable to the Company during the audit period) ( f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 and The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 regarding the Companies Act and dealing with client; (Not applicable to the Company during the audit period) ( g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not applicable to the Company during the audit period) and ( h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (Not applicable to the Company during the audit period) (vi) O ther laws applicable specifically to the Company namely: ( a) The Petroleum Act, 1934 and Rules made thereunder. Q Q
Page 53
Castrol India Limited | Annual R eport 2025 80 We have also examined compliance with the applicable clauses of the following: ( i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings. ( ii) The Listing Agreements entered into by the Company with BSE Limited and National Stock Exchange of India Limited read with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. During the period under review, the Company has generally complied with the provisions of the Act, rules, regulations, guidelines, standards, etc. mentioned above. As reported in the secretarial audit report for FY 2024-2025, the application made to Central Government for the appointment of Mr. Mayank Pandey as a Whole-Time Director during earlier financial period FY 2021-2022, was pending for approval of Central Government. During the year, the application has been sent for adjudication by the MCA. The decision on the same is awaited. We further report that: The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were in compliance of the applicable provisions. Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance for meetings other than those held at shorter notice, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. As per the minutes, the decisions at the Board Meetings were taken unanimously. We further report that there are adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines. We further report that during the audit period there were no events which had bearing on the Company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc. For Parikh & Associates Company Secretaries PR No.: 7327/2025 Jigyasa N. Ved Partner FCS No: 6488 CP No: 6018 UDIN: F006488G003850119 Place: Mumbai Date: 3 February 2026
Page 54
81 Statutory Reports Corporate OverviewFinancial Statements Annexure A To, The Members, Castrol India Limited Our report of even date is to be read along with this letter. 1. M aintenance of secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit. 2. W e have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the process and practices, we followed provide a reasonable basis for our opinion. 3. W e have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company. 4. W herever required, we have obtained the Management Representation about the Compliance of laws, rules and regulations and happening of events etc. 5. T he Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedure on test basis. 6. T he Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Company Secretaries PR No.: 7327/2025 Jigyasa N. Ved Partner FCS No: 6488 CP No: 6018 UDIN: F006488G003850119 Place: Mumbai Date: 3 February 2026 Q Q
Page 55
Castrol India Limited | Annual R eport 2025 82 Annexure V DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 (i) Ratio of the remuneration of each Director to the median remuneration of employees of the Company for the Financial Year 2025, percentage increase in remuneration of the Managing Director, the Chief Financial Officer and other Executive Directors and the Company Secretary during the Financial Year 2025: S r. No. Name of Director /KMP Designation Percentage increase in Remuneration in the Financial Y ear 2025 Ratio of remuneration of each Director / KMP to median remuneration of employees 1 Mr. Kedar Lele* (upto 31 December 2025) Managing Director NA 19.4 2 Ms. Mrinalini Srinivasan# (w.e.f 28 July 2025) Chief Financial Officer & Wholetime Director NA 4.1 3 Mr. Saugata Basuray Wholetime Director & Interim CEO 11.0 9.6 4 Ms. Sangeeta Talwar@ Independent Director - - 5 Mr. Rakesh Makhija@ Independent Director - - 6 Ms. Satyavati Berera@ Independent Director - - 7 Mr. Kartikeya Dube^ Nominee Director - - 8 Ms. Nisha Trivedi^ (w.e.f. 3 February 2025) Nominee Director - - 9 Ms. Hemangi Ghag Company Secretary 9.0 4.8 * M r. Kedar Lele ceased to be the Managing Director w.e.f. 31 December 2025. # Ms. Mrinalini Srinivasan was appointed as Chief Financial Officer & Whole Time Director w.e.f. 28 July 2025. @ T he Independent Directors of the Company are entitled to sitting fees and fixed commission as per the statutory provisions and within the limits approved by the Board of Directors and shareholders. The details of remuneration of Independent Directors are provided in the Corporate Governance Report. ^ The other Non-Executive Directors are not entitled to any remuneration. (ii) O ther details: Permanent employees* on the rolls of the Company as on 31 December 2025 627 Percentage increase in the median remuneration of employees in the Financial Year (remuneration includes one-time RSU grant awarded in FY 2025. The average gross salary increase, excluding such RSUs, was 10.3%) 23.8% (iii) The average percentage increase made in salaries of employees (other than managerial personnel)* was 7%, the median remuneration has increased by 23.8%. This includes a one-time equity grant vested in 2025 for all Castrol employees. The change in salary for managerial personnel* is -1%. * Represent employees who have served for the whole of the financial year. On behalf of the Board of Directors Saugata Basuray Mrinalini Srinivasan Whole Time Director & Interim CEO Chief Financial Officer & Wholetime Director DIN: 09522239 DIN: 09682234 Place: Mumbai Date: 3 February 2026
Page 56
83 Statutory Reports Corporate OverviewFinancial Statements 1. C ompany’s Philosophy on Code of Governance G ood governance practices stem from the value system and philosophy of the organization and at Castrol, we are committed to create shareholder value, governance processes and an entrepreneurial, performance focused and conducive work environment. T he values of the Company i.e. Live our purpose, Play to win and Care for others in its ways of working, are fundamental drivers of sustainable business performance. T he Board is collectively responsible to ensure that corporate governance processes are structured to direct the Company’s actions to achieve this purpose, while complying with the Code of Governance. The Company’s policies cover aspects such as ethical conduct, care for health, safety and environment, control and finance, commitment to employees and relationships as rooted in the Company’s Governance Principles. Key aspects of the Company’s Governance processes are: C lear statements of Board processes and the Board’s relationship with the Management; A f ramework of prudent and effective controls which enable risks to be identified, assessed and mitigated; S et the Company’s values and standards and ensure that obligations to shareholders and other stakeholders are understood and fulfilled. The Board recognizes that in conducting its business, the Company should be responsive and considerate to other relevant stakeholders; R eview and where appropriate determine the long-term strategy and the annual plan for the Company based on proposals made by the Management, for achieving the Company’s purpose. 2. B oard of Directors C omposition and Category T he Board of Directors of the Company comprises an optimum combination of Executive, Non-Executive and Independent Directors, which is in conformity with the Companies Act, 2013 (‘the Act’) and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the SEBI Listing Regulations’) as amended from time to time. As on the year ended 31 December 2025, the Board consisted of eight Directors comprising three Executive Directors including one Woman Director, two Non-Executive Nominee Directors including one Woman Director and three Independent Directors including two Women Directors. The Chairperson of the Board is a Non-Executive, Independent Director. None of the Directors of the Company are related to each other. D etailed profiles of all the Board members, their experience, expertise, directorship and full-time positions in body corporates, etc., form part of this Annual Report and are also available on the Company’s website at https:/ /www.castrol.com/en_in/india/ home/investors/board-of-directors.html . C hanges in the Board of Directors T he following changes have taken place in the composition of the Board of Directors, during the year under review and up to the date of this report. a . Cessation and Appointment of Nominee Directors Mr. Udayan Sen (DIN: 02083527) ceased to be Nominee Director, effective close of business hours on 28 February 2025, following withdrawal of his nomination by Castrol Limited (UK). Ms. Nisha Trivedi (DIN: 10937145), was appointed as the Nominee Director of the Company, with effect from 3 February 2025, pursuant to nomination received from Castrol Limited (UK). Her appointment was approved by the shareholders at the 47 th Annual General Meeting (‘AGM’). b . Cessation and Appointment of Chief Financial Officer & Wholetime Director Mr. Deepesh Baxi (DIN: 02509800) ceased to be Chief Financial Officer & Wholetime Director with effect from close of business hours on 13 March 2025 following his resignation from the services of the Company. Mr. Vishal Thakkar was appointed Interim Chief Financial Officer effective 12 June 2025 and ceased to hold the position upon the appointment of the Chief Financial Officer, Ms. Mrinalini Srinivasan (DIN: 09682234). Ms. Srinivasan was appointed as Chief Financial Officer & Wholetime Director for a term of five (5) years from 28 July 2025 to 27 July 2030. The said appointment was approved by the shareholders through postal ballot which was concluded on 12 September 2025. Report on Corporate Governance [Pursuant to Part C of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] Q Q
Page 57
Castrol India Limited | Annual R eport 2025 84 c . Cessation of Managing Director and appointment of Interim Chief Executive Officer (effective 1 January 2026) Mr. Kedar Lele (DIN: 06969319) ceased to be the Managing Director with effect from the close of business hours on 31 December 2025 following his resignation from the services of the Company. Mr. Saugata Basuray (DIN: 09522239), Wholetime Director and Head B2C Sales, was appointed as an Interim Chief Executive Officer (‘CEO’) and was re-designated as ‘Wholetime Director & Interim CEO’ with effect from 1 January 2026. A ppointment and Tenure T he appointment of Directors of the Company were recommended by the Nomination and Remuneration Committee and approved by the Board of Directors and the shareholders at the general meeting/through postal ballot. Two-third of the total number of Directors (other than Independent Directors) are liable to retire by rotation, out of which one-third retire by rotation at every Annual General Meeting, pursuant to the provisions of the Companies Act, 2013. The Executive Directors serve in accordance with the terms of their contract of service with the Company. N o Permanent Board Seat A s on 31 December 2025, there are no Directors holding permanent Board seats. They are either holding a fixed term of upto five years and/or are subject to retirement by rotation. B oard Independence B ased on the confirmation/disclosures received from the Directors and on evaluation of the relationships disclosed, in the opinion of the Board, Independent Directors fulfil the conditions specified in SEBI Listing Regulations and are independent of the management. Composition of the Board, Directorship and Memberships/Chairpersonships of Committees: The composition of the Board, directorships and committee membership/chairpersonship positions in other companies as on year ended 31 December 2025, are as below: Name of Director Date of joining the Board Directorships Board Committees# Names of other listed entities along with the category Number* Member$ Chairperson$ Non-Executive Independent Director & Chairperson Mr. Rakesh Makhija 1 October 2019 - - - - Non-Executive Independent Directors Ms. Sangeeta Talwar 23 July 2018 a. M ahindra Holidays & Resorts India Limited – Non-Executive Independent Director b. S EIL Energy India Limited – Non Executive Independent Director 2 3 - Ms. Satyavati Berera 1 October 2024 a. Birlasoft Limited – Non-Executive Independent Director b. Dabur India Limited – Non-Executive Independent Director 2 3 2 Non-Executive Nominee Directors (representing Castrol Limited, UK) Mr. Kartikeya Dube 30 July 2024 a. Navin Fluorine International Limited Non-Executive Independent Director 6 - - Ms. Nisha Trivedi 3 February 2025 - - - -
Page 58
85 Statutory Reports Corporate OverviewFinancial Statements Name of Director Date of joining the Board Directorships Board Committees# Names of other listed entities along with the category Number* Member$ Chairperson$ Managing Director Mr. Kedar Lele@ 1 November 2024 - - - - Wholetime Director & Chief Financial Officer Ms. Mrinalini Srinivasan 28 July 2025 - - - - Wholetime Director Mr. Saugata Basuray 1 April 2022 - - - - * D irectorships number includes directorship in all companies registered under the Companies Act, 2013 or any earlier enactments, excluding directorship in Castrol India Limited and companies registered under Section 8 of the Act. # Board committees include Audit Committee and Stakeholders’ Relationship Committee of public limited companies, whether listed or not except Castrol India Limited. $Membership includes Chairpersonship. @Ceased to be Managing Director with effect from 31 December 2025 close of business hours. The number of directorship(s), committee membership(s)/ chairpersonship(s) of all Directors is within the respective limits prescribed under the Act and the SEBI Listing Regulations as amended from time to time for each of the directors. None of the Independent Directors of the Company resigned from the Company during the year. Equity shares held by Directors in the Company as on 31 December 2025: Name of the Director No. of equity shares held Mr. Rakesh Makhija 2,000 Ms. Sangeeta Talwar 5,000 Mr. Kedar Lele 8,000 Mr. Saugata Basuray 400 Apart from above, no other Director holds any shares in the Company. The Company has not issued any convertible instruments. Board Meetings The Board meets at regular intervals to discuss the business strategy of the Company apart from other matters. A tentative annual calendar of the meetings of Board and Committees is circulated to the Directors well in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. However, in case of urgent matters, the Board’s/Committee’s approval is taken by passing resolutions by circulation, as permitted by law, which are noted and confirmed in the subsequent Board/Committee meeting. Usually, meetings of the Board are held in Mumbai. Video conferencing facilities are used to enable the Directors to participate in the meeting should they need to attend the meetings virtually. The notice, agenda and supplementary documents are circulated well in advance before each meeting, to all Directors, for facilitating effective discussion and decision making. The agenda is structured thoughtfully separating items requiring approval and items which are to be taken note of by the Board and/or are circulated for the information of the members. Considerable time is spent by the Directors on discussions and deliberations at the Board meetings. The Company has adopted a web-based application for sharing the agenda and background notes in electronic form for the meetings of the Board and its Committees. The application maintains high standards of security and integrity that are required for sharing and storage of Board agenda and background notes in electronic form. The Company Secretary & Compliance Officer is responsible for preparation of the agenda including background papers and convening of the Board and Committee meetings. The Company Secretary & Compliance Officer attends all meetings of the Board and its Committees, advises and assures the Board on compliance and governance principles and ensures appropriate recording of minutes of the meetings. The Managing Counsel of the Company, who is designated as a Key Managerial Personnel, attends all meetings of the Board and its Committees, advises and assures the Board on legal affairs, compliance and other matters of governance on a periodic basis. The management team members are invited to attend the meetings of the Board/Committees to present updates on business segments and operations. In addition to the formal meetings, interactions outside the Board meetings also take place between the Chairperson and the Independent Directors and with other Directors and Key Managerial Personnel. The Board of Directors together with the Senior Management Personnel meet separately to discuss and review the business strategy. Additionally, Board of Directors is apprised on a monthly basis on business, operations and other developments of the Company. These interactions allow the Board members to get a better understanding of the Company and its business and allows the senior management to solicit different perspectives from the Board. Q Q
Page 59
Castrol India Limited | Annual R eport 2025 86 During the financial year, total eight (8) meetings of the Board were held i.e. on 3 February 2025, 28 April 2025, 10 June 2025, 7 July 2025, 5 August 2025, 10 October 2025, 4 November 2025 and 9 December 2025. The maximum interval between any two meetings was within the maximum gap permitted under the Act and the SEBI Listing Regulations. The Board members were either present in person or through video conference for the meetings of the Board and its Committees. The necessary quorum was present for all the meetings of the Board and its Committees. The composition of the Board along with the attendance of each member is given below: Name of Director Designation No. of Meetings Attendance at the AGM held on 25 March 2025Held Attended Mr. Rakesh Makhija Chairperson & Independent Director 8 8 Yes Ms. Sangeeta Talwar Independent Director 8 8 Yes Ms. Satyavati Berera Independent Director 8 8 Yes Mr. Kartikeya Dube Nominee Director 8 8 Yes Mr. Udayan Sen (upto 28 February 2025) Nominee Director 1 1 - Ms. Nisha Trivedi (w.e.f. 3 February 2025) Nominee Director 7 6 Yes Mr. Kedar Lele (upto 31 December 2025) Managing Director 8 8 Yes Mr. Deepesh Baxi (upto 13 March 2025) Chief Financial Officer & Wholetime Director 1 1 - Ms. Mrinalini Srinivasan (w.e.f. 28 July 2025) Chief Financial Officer & Wholetime Director 4 4 - Mr. Saugata Basuray Wholetime Director 7* 5 Yes *Mr. Saugata Basuray, was required to attend 7 out of 8 meetings held during the year. Leave of absence was granted to the respective Directors wherever they were not able to attend the meeting. Independent Directors’ Meeting During the year, the Independent Directors of the Company met separately on 3 February 2025 and 3 November 2025 without the presence of other Directors or management representatives, to review the performance of directors, Board and its Committees and to assess the quality, quantity and timeliness of flow of information between the management and the Board. The composition and attendance of each Independent Director is given below: Name of the Director No. of Meetings Held Attended Mr. Rakesh Makhija 2 2 Ms. Sangeeta Talwar 2 2 Ms. Satyavati Berera 2 2 Post Meeting Follow-up Mechanism The Company has an effective governance mechanism wherein important decisions and suggestions of the Board and Committees are promptly communicated to the respective functional departments immediately after the meetings. Post-meeting follow-up, reviews, action taken report and status updates thereon for the discussions are placed at the subsequent meetings of the Board and the Committees. Directors’ Induction and Familiarization The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize themselves with the Company’s procedures and practices. Periodic presentations are made at the Board and the Committee meetings, on business and performance updates of the Company, global business environment, business strategy and risks involved. Additionally, monthly updates are shared with the Board on business, operations and other events of the Company to keep it abreast on the ongoing developments. The Board Familiarization Programme comprises: i. I nduction program for new Directors; ii. D eep dive sessions on business and enabling functions iii. B usiness Strategy updates; iv. I ndustry updates; v. R egulatory updates. All Directors on their appointment are taken through a detailed induction and familiarization program which includes interactive sessions with other Board members, Key Managerial Personnel, senior management, business and functional heads and others. The Directors also visit the
Page 60
87 Statutory Reports Corporate OverviewFinancial Statements Company’s manufacturing locations, make market visits to understand the business and operations of the Company and also the sites where the Company runs its CSR programs. The Directors are oriented on the Board and Committees constitution, terms of reference, legal duties, roles and responsibilities of Directors, corporate governance, regulatory requirements, company procedures, risks management systems and mitigation plans, internal controls and audit. This results into an in- depth knowledge sharing on each function, understanding of Company’s history, culture and business, key opportunities and risks, strategy to mitigate the risks, changes in regulatory landscape, etc. Every year, Board strategy sessions are organized which provides an opportunity to the Board to get updates on the business strategy and interact with the Company’s leadership team. Upon appointment, Independent Directors and Executive Directors are issued letter of appointment setting out in detail, the terms of appointment, duties, responsibilities and expected time commitments. Web link giving the details of familiarization programme imparted to the Independent Directors — https:/ /www.castrol.com/ content/dam/castrol/country-sites-new/en_in/india/home/documents/investors/familiarization_prog_updated.pdf . The table below highlights the core areas of Expertise/Skills/Competencies of the Board members. However, absence of mention of a Skill/Expertise/Competency against a Director’s name does not indicate that the Director does not possess that competency or skill: Skills / Expertise / Competence Rakesh Makhija Sangeeta T alwar Satyavati Berera Kartikeya Dube Nisha T rivedi Kedar Lele Mrinalini Srinivasan Saugata Basuray Business Leadership & Operations- Knowledge of the lubricant industry to provide important insights and perspectives to the Board on the Company’s commercial, strategic, manufacturing, legal and other functions. Leadership experience resulting in a practical understanding of the Company’s processes, develop talent, succession planning and driving the long-term growth strategy of the Company. Risk Management & Governance- Knowledge and understanding of business risks to provide insights and perspective to the Board on enterprise risk. Develop highest levels of governance practices, provide insights about maintaining Board and management accountability and to protect stakeholders’ interest. Finance & Accounting- Provide financial expertise to the Board, including an understanding and analysis of statements, corporate finance, accounting and capital markets. Business Expertise- Understanding of the lubricant operating and business environment, market access and healthcare solutions. Respond to change with agility, optimism and innovation. Sound knowledge of Business Technology, Digital Marketing, Strategic Development, Public Affairs, etc. Understanding of Consumer and Customer Insights in diverse environments and conditions- Experience of having managed organisations with large customer interface in vital business environment and economic conditions which helps in leveraging consumer insights for business benefits. Understanding use of Digital / Information Technology across the FMCG value chain- Understanding the use of Information Technology across the value chain, ability to foresee technological driven changes and disruption impacting business and appreciation of the need of cyber security and controls across the organisation. Q Q
Page 61
Castrol India Limited | Annual R eport 2025 88 Directors seeking appointment / re-appointment The details of Directors seeking appointment / re-appointment forms part of the Notice of the 48 th Annual General Meeting of the Company. 3. C ommittees of the Board T he Board Committees are set up with clearly defined roles. Minutes of the proceedings of Committee meetings are circulated to the Directors and placed before Board meetings for noting. Following are the Committees constituted by the Board. A. A udit Committee T he Audit Committee is constituted in terms of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations. Members of the Audit Committee have wide exposure and knowledge in areas of finance and accounting. The Audit Committee, inter alia, provides reassurance to the Board on the existence of an effective internal controls environment. T he terms of reference of the Audit Committee drawn up in line with Regulation 18 of the SEBI Listing Regulations and Section 177 of the Act, 2013 are briefly described below: 1 . Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible; 2 . Recommendation for appointment, remuneration and terms of appointment of auditors of the Company; 3 . Approval of payment to statutory auditors for any other services rendered by the statutory auditors; 4 . Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the Board for approval, with particular reference to: a) Matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013; b) Changes, if any, in accounting policies and practices and reasons for the same; c ) Major accounting entries involving estimates based on the exercise of judgment by management; d) Significant adjustments made in the financial statements arising out of audit findings; e) Compliance with listing and other legal requirements relating to financial statements; f ) Disclosure of any related party transactions; g) Modified opinion(s) in the draft audit report; 5 . Reviewing, with the management, the quarterly financial statements before submission to the Board for approval; 6 . Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter; 7 . Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process; 8 . Approval or any subsequent modification of transactions of the listed entity with related parties; 9 . Scrutiny of inter-corporate loans and investments; 1 0. Valuation of undertakings or assets of the listed entity, wherever it is necessary; 1 1. Evaluation of internal financial controls and risk management systems; 1 2. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems; 1 3. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit; 1 4. Discussion with internal auditors of any significant findings and follow up there on; 1 5. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a
Page 62
89 Statutory Reports Corporate OverviewFinancial Statements failure of internal control systems of a material nature and reporting the matter to the Board; 1 6. Discussion with statutory auditors before the audit commences, about th e nature and scope of audit as well as post-audit discussion to ascertain any area of concern; 1 7 . T o look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors; 1 8. T o review the functioning of the whistle blower mechanism; 1 9. Approval of appointment of Chief Financial Officer after assessing the qualifications, experience and background, etc. of the candidate; 2 0. Carrying out any other function as is mentioned in the terms of reference of the audit committee; 2 1. Reviewing the utilization of loans and / or advances from / investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of co ming into force of this provision; 2 2. Consider and comment on rationale, cost- benefits and impact of schemes involving merger, demerger, amalgamation, etc., on the listed entity and its shareholders; 2 3. Reviewing mandatorily the following information: ( 1) Management discussion and analysis of financial condition and results of operations; ( 2) Management letters / letters of internal control weaknesses issued by the statutory auditors; ( 3) Internal audit reports relating to internal control weaknesses; and ( 4) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee; ( 5) Statement of deviations: (a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations. ( b) annual statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice in terms of Regulation 32(7) of the SEBI Listing Regulations. M eetings of Audit Committee are also attended by the Managing Director, the Wholetime Directors, the Chief Financial Officer, the Managing Counsel, the Statutory Auditors and the Internal Auditors. The Cost Auditors attend the Audit Committee meeting where cost audit reports are discussed. Starting FY 2025, the Audit Committee invited the Statutory Auditors as well as Internal Auditors for one-on-one discussions on a periodic basis, and such meetings are independent of the management of the Company. S ix (6) meetings of the Audit Committee were held during the financial year ended 31 December 2025 on 3 February 2025, 28 April 2025, 10 June 2025, 7 July 2025, 5 August 2025 and 4 November 2025. The Chairperson of the Committee attended the 47th Annual General Meeting of the Company for the year ended 31 December 2024, held on 25 March 2025 to answer shareholder queries. The Company Secretary & Compliance Officer acts as the Secretary to the Committee. T he composition of the Audit Committee along with attendance of each member is given below: Name of the Director Nature of Membership No. of Meetings Held Attended Ms. Satyavati Berera Chairperson 6 6 Mr. Rakesh Makhija Member 6 6 Ms. Sangeeta Talwar Member 6 6 Mr. Udayan Sen (upto 28 February 2025) Member 1 1 Ms. Nisha Trivedi (w.e.f. 1 March 2025) Member 5 5 B. N omination and Remuneration Committee T he Nomination and Remuneration Committee (‘NRC’) has been constituted in terms of Section 178(1) of the Act and Regulation 19 of the SEBI Listing Regulations. T he terms of reference of the NRC drawn up in line with Regulation 19 of the SEBI Listing Regulations and Section 178 of the Act, 2013 are briefly described below: 1 . Formulate criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy relating to the remuneration for the Directors, Key Managerial Personnel and other employees; Q Q
Page 63
Castrol India Limited | Annual R eport 2025 90 2 . I dentify persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment / removal; 3 . For every appointment of an Independent Director, evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director; 4 . Devise a policy on Board diversity; 5 . Formulate criteria for evaluation of performance of the Board, its Committees and individual Directors (including Independent Directors). Specify the manner for evaluation which is to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance; 6 . T o decide whether to extend or continue the term of appointment of the Independent Director, on the basis of the report of performance evaluation of Independent Directors; 7 . Recommend to the Board, all remuneration, in whatever form, payable to senior management. The Company adopted a policy on Nomination, Independence, Remuneration, Diversity and Evaluation (‘the Policy’). The Policy complies all applicable provisions of the Act, particularly Section 178 read together with the applicable rules thereto and Regulation 19(4) of the SEBI Listing Regulations. The Policy which is based on the principle that the Company’s Board of Directors should have a balance of skills, experience and diversity of perspectives appropriate to the Company’s business. The Company recognizes that a Board composed of appropriately qualified people with a broad spectrum of experience relevant to the business is important for effective corporate governance and sustained commercial success of the Company. The Company aims to achieve a sustainable and balanced development by building a diverse and inclusive culture. The Policy is annexed to the Board’s Report. Seven (7) meetings of the NRC were held during the year ended 31 December 2025 on 3 February 2025, 24 April 2025, 10 June 2025, 7 July 2025, 4 August 2025, 10 October 2025 and 3 November 2025. The Chairperson of the Committee attended the 47th Annual General Meeting of the Company for the year ended 31 December 2024, held on 25 March 2025. The Company Secretary & Compliance Officer acts as the Secretary to the Committee. The composition of the NRC along with attendance of each member is given below: Name of the Director Nature of Membership No. of Meetings Held Attended Ms. Sangeeta Talwar Chairperson 7 7 Mr. Rakesh Makhija Member 7 7 Ms. Satyavati Berera Member 7 7 Mr. Kartikeya Dube Member 7 7 Remuneration of Directors i. P ecuniary relationship or transactions of Non-Executive Directors T he Company has no pecuniary relationship or transaction with its Non-Executive Directors and Independent Directors other than payment of sitting fees to the Independent Directors for attending Board and Committee meetings and commission as approved by the shareholders and the Board of Directors. ii. R emuneration paid to Directors T he Executive Directors are paid salary and performance linked bonus, which is calculated, based on pre-determined parameters of performance. T he Independent Directors are paid sitting fees and fixed commission as determined by the Board from time to time and approved by the shareholders. Sitting fees to the Independent Directors are being paid as permissible under Rule 4 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The other Non-Executive Directors do not receive any remuneration including sitting fees. The criteria of making payments to the Non-Executive Directors are disclosed in the Policy and the same is available on https:/ /www.castrol.com/ content/dam/castrol/country-sites-new/en_in/india/ home/documents/investors/nrc_policy_cil_2018.pdf. D uring the year, the Board of Directors, based on the recommendation of NRC, approved a revision in the sitting fees and fixed commission payable to the Independent Directors as below: Fixed Commission Per annum (in `) For Independent Director - Chairman of the Board 28,00,000 For Independent Directors – other than Chairman 22,00,000
Page 64
91 Statutory Reports Corporate OverviewFinancial Statements Sitting Fees Per meeting (in `) For meetings of the Board and Audit Committee 100,000 For meetings of Nomination & Remuneration Committee, Corporate Social Responsibility Committee, Stakeholders’ Relationship Committee and the Independent Directors meeting 75,000 The details of fixed commission and sitting fees for FY 2025 are as under: (Amount in `) Name of Independent Director Fixed Commission Sitting Fees Mr. Rakesh Makhija 28,00,000 16,00,000 Ms. Sangeeta Talwar 22,00,000 15,50,000 Ms. Satyavati Berera 22,00,000 15,50,000 * F ixed commission will be paid after the adoption of Financial Statements by the shareholders at the ensuing AGM. The details of remuneration paid to Executive Directors for the financial year ended 31 December 2025 is as under: (Amount in `) Name of the Director Salary Perquisites Retiral Benefits Performance Based Incentives To t a l Mr. Kedar Lele 7,33,19,903 54,620 20,60,445 38,40,261 7,92,75,229 Mr. Deepesh Baxi (upto 13 March 2025) 41,88,553 57,89,738 2,46,569 46,14,561 1,48,39,421 Ms. Mrinalini Srinivasan (w.e.f. 28 July 2025) 1,62,96,642 - 4,66,742 - 1,67,63,384 Mr. Saugata Basuray 2,08,84,650 95,05,003 24,57,844 63,74,038 3,92,21,535 a. R etiral benefits consist of Provident Fund and Pension Fund. b. P erformance based incentives for FY 2024 paid in FY 2025. c. P erquisites of Mr. Deepesh Baxi includes an amount of ` 0.55 Crore towards perquisite value of s tock options exercised d uring t he y ear u nder t he e mployee s tock option scheme of bp p.l.c. d. P erquisites of Mr. Saugata Basuray includes an amount of ` 0.94 Crore towards perquisite value of stock options exercised d uring t he y ear u nder t he e mployee s tock option scheme of bp p.l.c. • T he key parameters for the performance-based pay/variable component of remuneration availed by the Executive Directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee. Variable pay/Performance Linked Bonus (PLB) is linked to short-term performance against the annual plan. The total overall bonus is linked to performance relative to measure and targets reflected in the annual plan which in turn reflects Company’s strategy. • T he agreement with each Wholetime Director is made for a period of five (5) years and may be terminated by either party by giving not less than three months’ notice in writing. • T he appointment of Executive Directors, Key Managerial Personnel, the management and other employees is by virtue of their employment with the Company and therefore, their terms of employment vis-à-vis salary, variable pay, service contract, notice period and severance fee, if any, are governed by the applicable policies of the Company at the relevant point in time. • P resently, the Company does not have a scheme for grant of stock options to its employees. However, the Wholetime Directors and eligible Key Managerial Personnel and senior managerial personnel are entitled to the shares of bp p.l.c. (ultimate holding company) under the employee stock option scheme of bp p.l.c. as in force. Board Evaluation The Nomination and Remuneration Committee specifies the criteria for annual performance evaluation process of Board, Committees and individual Directors. The Board is committed to evaluating its own performance as a Board, in order to identify strengths and areas in which it may improve functioning. Further, overall effectiveness of the Board is measured to decide the appointments and re-appointments of Directors. During the year, the Company engaged an external agency to facilitate the Board evaluation process. The agency prepared an independent assessment report, which formed the basis for feedback to the Board, its Committees and Directors. The evaluations were carried out in a confidential manner, and the Directors provided their feedback across defined evaluation metrics. Q Q
Page 65
Castrol India Limited | Annual R eport 2025 92 Following are the key criteria applied for performance evaluation — • C omposition and dynamics of the Board as a whole and the Committees in terms of its diversity in skills, expertise and competence to conduct its affairs effectively. • T raining and support provided for performance of responsibilities and focus of the Board on the issues that affects Company’s performance. • O versight on operations, risk, strategy and on the functions of the Committees and management of the meetings in terms of agendas, quality of presentations, time allocation and interaction with management. • P riorities for change to increase focus on the strategy and review key issues. The overall outcome of the performance evaluation for the year was positive with the Board identifying key areas for focus going forward and improving the Board effectiveness. This includes inter alia continuing to dedicate more time on the Company’s business strategy, new business initiatives, Board skills development to meet the emerging needs, engagement with senior management and leadership talent and succession planning. C. S takeholders’ Relationship Committee S takeholders’ Relationship Committee (‘SRC’) has been constituted in terms of Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI Listing Regulations. Ms. Hemangi Ghag, Company Secretary & Compliance Officer, acts as the Secretary to the Committee and is the Compliance Officer for redressal of investors’ complaints. One (1) meeting of the Committee was held during the year ended 31 December 2025 on 3 February 2025. The Chairperson of the Committee attended the 47 th Annual General Meeting for the year ended 31 December 2024 held on 25 March 2025. The composition of SRC along with attendance of each member is given below: Name of the Director Nature of Membership No. of Meetings Held Attended Mr. Rakesh Makhija Chairperson 1 1 Mr. Kedar Lele (upto 31 December 2025) Member 1 1 Mr. Deepesh Baxi (upto 13 March 2025) Member 1 1 Mr. Saugata Basuray (w.e.f. 1 January 2026) Member - - Ms. Mrinalini Srinivasan (w.e.f. 5 August 2025) Member - - The terms of reference of the SRC drawn up in line with Regulation 20 of the SEBI Listing Regulations and Section 178 of the Act, 2013 are briefly described below: 1. R esolving the grievances of the security holders of the listed entity including complaints related to transfer/ transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/ duplicate certificates, general meetings etc. 2. R eview of measures taken for effective exercise of voting rights by shareholders. 3. R eview of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent. 4. R eview of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company. Details of Shareholders’ /Investors’ Complaints During the Financial Year ended 31 December 2025, complaints were received from the shareholders. Out of the total complaints received during the year, one was pending as on 31 December 2025. The complaints relate to non- receipt of dividend, TDS Certificates, IEPF claims, etc. All complaints were resolved during the year except one which was resolved subsequently. Opening as on 1 January 2025 0 Received during the year 34 Disposed of during the year 33 Closing as on 31 December 2025 1 Investor Grievance Redressal Policy The Board of Directors based on the recommendation of SRC, adopted Investor Grievance Redressal Policy and the same is available on the website of the Company – ht t p s:// www.castrol.com/content/dam/castrol/country-sites- new/en_in/india/home/documents/investors/cil-investor- grievance-redressal-policy.pdf . D. C orporate Social Responsibility Committee T he composition of the Corporate Social Responsibility (‘CSR’) Committee is detailed below. The Company Secretary & Compliance Officer acts as the Secretary to the Committee. T wo (2) meetings of the Committee were held during the year ended 31 December 2025 on 3 February 2025 and 3 November 2025.
Page 66
93 Statutory Reports Corporate OverviewFinancial Statements The composition of the CSR Committee along with attendance of each member is given below: Name of the Director Nature of Membership No. of Meetings Held Attended Ms. Sangeeta Talwar Chairperson 2 2 Mr. Rakesh Makhija Member 2 2 Mr. Kartikeya Dube Member 2 2 Mr. Kedar Lele (upto 31 December 2025) Member 2 2 Mr. Deepesh Baxi (upto 13 March 2025) Member 1 1 Mr. Saugata Basuray (w.e.f. 1 January 2026) Member - - Ms. Mrinalini Srinivasan (w.e.f. 5 August 2025) Member 1 1 Please refer to the Board’s Report and its annexures for details regarding CSR activities carried out by the Company during the year ended 31 December 2025. E. R isk Management Committee I n terms of Regulation 21 of the SEBI Listing Regulations, the Risk Management Committee (‘RMC’) has been constituted. T he terms of reference of the RMC drawn up in line with Regulation 21 of the SEBI Listing Regulations are briefly described below: 1 . T o formulate a detailed Risk Management Policy which shall include: a) A framework for identification of internal and external risks specifically faced by the listed entity, in particular including financial, reputational, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any other risk as may be determined by the Committee. b) Measures for risk mitigation including systems and processes for internal control of identified risks. c ) Business continuity plan. 2 . T o ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company; 3 . T o monitor and oversee implementation of the Risk Management Policy, including evaluating the adequacy of risk management systems; 4 . T o periodically review the Risk Management Policy, at least once in two years, including by considering the changing industry dynamics and evolving complexity; 5 . T o keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be taken; 6 . T o consider appointing, removing and deciding the terms of remuneration of the Chief Risk Officer; 7 . T o seek information from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with relevant expertise, if it considers necessary; 8 . Review and evaluate development and execution of risk mitigation strategies and opportunities proposed by management and selected by the Committee for further review; 9 . Review of the Company’s disclosure of risks; and 1 0. T ogether with the Audit Committee, review, assess and discuss any significant risks or exposures. T he Company Secretary & Compliance Officer acts as the Secretary to the Committee. T wo (2) meetings of the RMC were held during the year ended 31 December 2025 on 6 March 2025 and 23 September 2025. The composition of the RMC along with attendance of each member is given below: Name Designation No. of Meetings Held Attended Mr. Kedar Lele (upto 31 December 2025) Chairperson 2 2 Ms. Satyavati Berera Member 2 2 Mr. Deepesh Baxi (upto 13 March 2025) Member 1 1 Ms. Mrinalini Srinivasan (w.e.f. 5 August 2025) Member 1 1 Mr. Saugata Basuray (w.e.f. 1 January 2026) Member - - Mr. Siddharth Shetty Member 2 2 I nternal Controls and Risk Management: T he Company has laid down internal financial controls framework through a combination of entity level controls, process level controls and IT general controls, inter a lia, to ensure orderly and efficient conduct of business, including adherence to the Company’s Q Q
Page 67
Castrol India Limited | Annual R eport 2025 94 policies and procedures, accuracy and completeness of accounting records and timely preparation and reporting of reliable financial statements/information, safeguarding of assets, prevention and detection of frauds and errors. T he evaluation of these internal financial controls was done through the internal audit process, established within the Company and also through appointing professional firm to carry out such tests by way of systematic annual internal audit program. Based on the review of these reported evaluations, the Directors confirm that, for the preparation of financial statements for the year ended 31 December 2025, the applicable Accounting Standards have been followed, and the design of the internal financial controls were found to be adequate and that no significant deficiencies were noticed. E rnst & Young LLP, Chartered Accountants are the Internal Auditors of the Company. 4. P articulars of Senior Management Personnel and changes during the financial year Name of Senior Management Personnel (‘SMP’) Designation Changes if any, during the year 2025 (Y es / No) Nature of change and Effective date Mr. Jyoti Prakash Vice President & Head – Supply Chain No - Mr. Rohit Talwar Vice President & Head – Marketing Yes Ceased as SMP w.e.f. 8 August 2025 Mr. V Kaushik Vedula Vice President & Head – Marketing Yes Appointed as SMP w.e.f. 2 February 2026 Mr. Rajeev Govil Vice President & Head – B2B Sales No - Ms. Priyanka Ghosh Vice President & Head – Industrial Sales No - Mr. Anoop Jindal Vice President & Head – Customer Excellence & Operations No - Ms. Maria P Valles Vice President & Head – People & Culture No - Mr. Rajesh Madathingal Head – Technology No - Ms. Chikita Sobti Head – Communications No - Mr. Mayank Pandey Vice President & Head – B2C Sales Yes Appointed as SMP w.e.f. 1 January 2026 5. A ffirmation and Disclosure • T here were no material financial or commercial transaction, between the Company and members of the management that may have a potential conflict with the interest of the Company at large. • A ll details relating to financial and commercial transactions where Directors may have a pecuniary interest are provided to the Board and the interested Directors neither participate in the discussion nor vote on such matters. C ode of Conduct The Company’s Code of Conduct (CoC) is based on its values and clarifies the principles and expectations for everyone who works at Castrol India Limited. It applies to all Castrol India Limited employees, officers and members of the Board. The Code of Conduct is available on the website of the Company https:/ /www.castrol.com/content/ dam/castrol/country-sites-new/en_in/india/home/ documents/investors/our-code-our-responsibility.pdf. The Board of Directors are responsible for ensuring that rules are in place to avoid conflict of interest by the Board members and the management. The Board has adopted the Code of Conduct for the members of the Board and senior management team. The Code provides that the Directors are required to avoid any interest in contracts entered into by the Company. If such an interest exists, they are required to make adequate disclosures to the Board and to abstain from discussion, voting or otherwise influencing the decision on any matter in which the concerned Director has or may have such interest. The members of the Board and the management annually confirm the compliance of the Code of Conduct to the Board. The Code of Conduct for the members of the Board and senior management team is in addition to the Code of Conduct of the Company. A copy of the said Code of Conduct is available on the website of the Company at – ht t p s:// www.castrol.com/content/dam/castrol/country-sites- new/en_in/india/home/documents/investors/coc- board-members.pdf .
Page 68
95 Statutory Reports Corporate OverviewFinancial Statements 6. G eneral Body Meetings L ocation and time of the last three AGMs of the Company Location Date Time (IST) Special Resolution Video Conferencing/Other Audio Visual Means 25 March 2025 2:30 P.M. None Video Conferencing/Other Audio Visual Means 28 March 2024 2:30 P.M. Re-appointment of Mr. Rakesh Makhija (DIN: 00117692) as an Independent Director of the Company for a term of five consecutive years from 1 October 2024 to 30 September 2029. Video Conferencing/Other Audio Visual Means 11 May 2023 10:00 A.M. None P ostal Ballot D uring the year, following Resolutions were passed by the Company through Postal Ballot: S r. No. Particulars of Resolution % of votes in favour on votes polled % of votes against on votes polled Status of Resolution Ordinary Resolution(s) 1. Appointment of Ms. Mrinalini Srinivasan (DIN: 09682234) as a Director of the Company. 99.02% 0.98% Passed with requisite majority 2. Appointment of Ms. Mrinalini Srinivasan (DIN: 09682234) as Wholetime Director of the Company for a term of five consecutive years from 28 July 2025 to 27 July 2030. 99.25% 0.75% 3. Appointment of M/s. Parikh & Associates, Company Secretaries as Secretarial Auditors of the Company for a term of five consecutive years. 99.90% 0.10% P rocedure for Postal Ballot P ursuant to the provisions of Section 110 of the Act read with Rule 22 of the Companies (Management and Administration) Rules, 2014 (‘Management Rules’), as amended, the Company issued Postal Ballot Notice dated 5 August 2025 to the shareholders, seeking their consent on the above stated resolutions. In compliance with provisions of Section 108 and Section 110 and other applicable provisions of the Act read with the Management Rules and general circulars issued in this regard by the Ministry of Corporate Affairs (‘MCA’), the Company provided remote e-voting facility to all the shareholders of the Company. The Company engaged the services of Central Depository Services (India) Limited (‘CDSL ’) for facilitating e-voting to enable the shareholders to cast their votes electronically. The Board of Directors has appointed Mr. K. G. Saraf, Proprietor of M/s. Saraf and Associates, Company Secretaries (COP No. 642), as the Scrutinizer for Postal Ballot process. The voting period commenced on Thursday, 14 August 2025 at 9:00 a.m. IST and ended on Friday, 12 September 2025 at 5:00 p.m. IST. The cut- off date, for the purpose of determining the number of shareholders was Friday, 8 August 2025. The Scrutinizer, after the completion of scrutiny, submitted his report to Ms. Hemangi Ghag, Company Secretary, who was duly authorized to accept, acknowledge and countersign the Scrutinizer’s Report as well as declare the voting results in accordance with the provisions of the Act, the rules framed thereunder and the Secretarial Standard - 2 issued by the Institute of Company Secretaries of India. N o special resolution is proposed to be conducted through postal ballot as on the date of this Report. 7. M eans of Communication with shareholders T he Company regularly interacts with shareholders through multiple channels of communication such as results’ announcements, annual report, media releases, Company’s website and subject specific communications. All official press releases are hosted on the website of the Company. The quarterly, half yearly and annual results of the Company’s performance are published in leading newspapers such as Financial Express and Sakal. T he aforesaid results are also made available on the website of the Company – https:/ /www.castrol.com/ en_in/india/home/investors/financial-results.html . Q Q
Page 69
Castrol India Limited | Annual R eport 2025 96 The website also displays vital information relating to the Company and its performance and official press releases. The quarterly results, shareholding pattern and all other corporate communication to the stock exchanges are filed through NSE Electronic Application Processing System (NEAPS) portal and BSE Listing Centre, for dissemination on their respective websites. Presentations, if any, made during analysts and institutional investors’ meets / calls are displayed on the Company’s website https:/ /www.castrol.com/en_in/ india/home/investors/intimation-to-share-holders.html . 8. G eneral Shareholder Information F orty Eighth (48th) Annual General Meeting Date : Monday, 30 March 2026 Time : 10:00 A.M. IST Meeting Format : Annual General Meeting through Video Conferencing / Other Audio-Visual Means Deemed Venue for Meeting : Registered Office: Technopolis Knowledge Park, Mahakali Caves Road, Chakala, Andheri (East), Mumbai – 400 093 Last date for receipt of proxy forms : Not Applicable Record Date : Monday, 23 March 2026 Dividend Payment Date : on or before Monday, 27 April 2026 Financial Year : 1 January to 31 December T he Company has obtained approval from the Company Law Board vide order no. 19 dated 23 April 2015 to follow financial year other than April to March. T entative calendar of Board Meetings for financial year ending 31 December 2026 First Quarter Financial Results 28 April 2026 Second Quarter and Half Yearly Financial Results 4 August 2026 Third Quarter Financial Results 27 October 2026 Fourth Quarter and Annual Results 2 February 2027 L isting on Stock Exchanges — Equity Shares BS E Limited (‘BSE’) S crip Code: 500870 P hiroze Jeejeebhoy Towers, D alal Street, Mumbai – 400 001 N ational Stock Exchange of India Limited (‘NSE’) N SE Symbol: CASTROLIND E xchange Plaza, C-1, Block G, B andra-Kurla Complex, B andra (East), Mumbai – 400 051 D uring the financial year ended 31 December 2025, securities of the Company were not suspended from trading on any of the stock exchanges where they are listed. P ayment of Listing Fees A nnual listing fees for the financial year 2025-26 were paid by the Company to BSE and NSE. T he Registrar and Share Transfer Agent of the Company K Fin Technologies Limited was the Registrar and Share Transfer Agent of the Company. A ddress for Correspondence: K Fin Technologies Limited ( Registrar and Share Transfer Agent) A dd.: Selenium Building, T ower-B Plot No. 31 & 32, Fi nancial District Nanakramguda, H yderabad – 500 032, Telangana, India T oll free number: 1800-3094-001 E mail: einward.ris@kfintech.com P lant Locations T he Company’s plants are located at Patalganga in Maharashtra, Paharpur in West Bengal and Silvassa (Union Territory). A ddress for Correspondence (other than queries relating to shares) C astrol India Limited T echnopolis Knowledge Park, Mahakali Caves Road, A ndheri (East), Mumbai – 400 093 E mail Id: investorrelations.india@castrol.com P hone: +91 22 7177 7111 U npaid/Unclaimed Dividends I n accordance with the provisions of Section 124(6) of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘IEPF Rules’), as amended from time to time, dividends that remain unpaid or unclaimed for a period of seven (7) years are to be transferred from the unclaimed dividend account to the Investor Education and Protection Fund (‘IEPF’), established by the Central Government. Further, the aforesaid provisions also mandate companies to transfer shares of those shareholders whose dividends remain unclaimed for a period of seven (7) consecutive years, to the demat account of IEPF authority.
Page 70
97 Statutory Reports Corporate OverviewFinancial Statements D ue Dates for transfer of Unclaimed Dividend to IEPF Y ear Dividend Date of Declaration Due Date for transfer to IEPF 2018 Final 15 May 2019 20 Jun 2026 2019 Interim 29 Jul 2019 3 Sept 2026 2019 2nd Interim 17 Jun 2020 23 Jul 2027 2020 Interim 27 Oct 2020 2 Dec 2027 2020 Final 30 Apr 2021 5 Jun 2028 2021 Interim 2 Aug 2021 7 Sept 2028 2021 Final 8 Jun 2022 21 Jul 2029 2022 Interim 1 Aug 2022 6 Sept 2029 2022 Final 11 May 2023 16 Jun 2030 2023 Interim 31 Jul 2023 5 Sept 2030 2023 Final 28 Mar 2024 3 May 2031 2024 Interim 30 Jul 2024 4 Sept 2031 2024 Final 25 Mar 2025 30 April 2032 2025 Interim 5 Aug 2025 10 Sept 2032 S hare Transfer System T he Board has delegated the authority for approving transmission, dematerialisation of shares, etc. to the Share Transfer Committee / Company Secretary & Compliance Officer. I n accordance with the proviso to Regulation 40(1) of the SEBI Listing Regulations, effective from 1 April 2019, transfers of shares of the Company shall not be processed unless the shares are held in the dematerialized form with a Depository. Accordingly, shareholders holding equity shares in physical form are urged to have their shares dematerialized so as to be able to freely transfer them. F urther, as per the notifications / circulars / guidelines issued by SEBI from time to time, listed entities are required to issue securities in demat mode only while processing any investor service requests, such as deletion of name, issuance of duplicate share certificates, transmission of securities and claim from Suspense Escrow Demat Account. SEBI had also clarified that listed entities / RTAs shall issue a ‘Letter of Confirmation’ in lieu of physical share certificates while processing any of the aforesaid investor service requests. D istribution of shareholding by size class No. of Shares held No. of Shareholders* % of Shareholders No. of shares % of shareholding Upto 500 4,74,124 89.56 3,96,06,425 4.00 501 – 1000 24,967 4.72 1,95,12,064 1.97 1001 – 2000 13,436 2.54 2,01,17,497 2.03 2001 – 3000 5,003 0.95 1,26,69,128 1.28 3001 – 4000 2,607 0.49 93,22,119 0.94 4001 – 5000 2,067 0.39 96,04,602 0.97 5001 – 10000 3,687 0.70 2,69,72,356 2.73 10001 and above 3,516 0.66 85,13,18,193 86.07 Total 5,29,407 100.00 98,91,22,384 100.00 *Based on PAN D istribution of shareholding by ownership S r. No. Category No. of Shareholders* No. of Shares held % of the total paid-up capital I Foreign Promoter Company 1 50,44,52,416 51.00 II Foreign Institutional Investors & FPI & Foreign National 228 9,58,38,863 9.69 III Non-Resident Indians 7462 1,30,51,013 1.32 IV Public Financial Institutions 1 768 0.00 V Indian Mutual Funds & Alternate Investment Fund 37 2,87,20,695 2.90 VI Nationalised Banks 21 23,548 0.00 VII Other Banks (Foreign Bank) 2 19,276 0.00 VIII Domestic Companies (Other Bodies Corporate) 1617 1,64,97,111 1.67 IX Resident Individuals 512642 20,39,18,926 20.62 Q Q
Page 71
Castrol India Limited | Annual R eport 2025 98 S r. No. Category No. of Shareholders* No. of Shares held % of the total paid-up capital X Directors and Relatives 4 15,400 0.00 XI IEPF 1 30,81,922 0.31 XII Others (Clearing Member, HUF, Insurance Companies, NBFC, Trust) 7391 12,35,02,446 12.49 Total 5,29,407 98,91,22,384 100.00 * Based on PAN A s on 31 December 2025, about 99.67% of the paid-up share capital of the Company has been dematerialized. Trading in equity shares of the Company is permitted only in dematerialized form. Promoter’s holding is held in dematerialized form. E quity Shares in the Unclaimed Suspense Account I n terms of Regulation 39 of the SEBI Listing Regulations, details of the equity shares lying in the Unclaimed Suspense Account are as follows: Particulars No. of Shareholders No. of Shares Opening balance: Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year (i.e. 1 January 2025) 605 4,42,559 Less: Number of shareholders who approached listed entity and their shares were transferred from suspense account during the Financial Year 2025 20 41,014 Less: Number of shareholders whose shares were transferred from suspense account to IEPF during the Financial Year 2025 463 3,20,379 Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year (i.e. 31 December 2025) 122 80,566 T he Company confirms that the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares. O utstanding GDRs / ADRs / Warrants or any convertible instruments, conversion date and likely impact on equity T he Company has not issued any GDRs/ADRs/ Warrants or any convertible instruments. C ommodity price risks / Foreign exchange risk and hedging activities A p art of the Company’s payables is in foreign currencies and due to fluctuations in foreign exchange prices, it is subject to foreign exchange risks. The Company has in place a robust risk management framework for identification and monitoring and mitigation of foreign exchange risks. T he Company does not hedge commodities. 9. O ther Disclosures ( a) Disclosures on materially significant related party transactions having potential conflict with the interests of the Company at large I n line with the applicable statutory requirements, the Company has formulated a Policy on Related Party Transactions which is also available on Company’s website at https:/ /www.castrol.com/ content/dam/castrol/country-sites-new/en_in/ india/home/documents/investors/rpt-policy.pdf . The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties. There were no related party transactions that may have potential conflict with the interest of the Company at large. (b) There has not been any non-compliance, penalties or strictures imposed on the Company by the Stock Exchanges, SEBI or any other statutory authority, on any matter relating to the capital markets during the last three years. ( c) Whistle Blower Policy/Vigil Mechanism The Company has a robust whistle-blower mechanism called “OpenTalk’’. The employees are encouraged to raise any of their concerns by way of whistle-blowing and all employees have been given access to the Audit Committee Chairperson through a dedicated email id indiaauditcommitteec@bp.com . No person has been denied access to the Audit Committee pertaining to the Whistle Blower Policy.
Page 72
99 Statutory Reports Corporate OverviewFinancial Statements ( d) Details of payment to Statutory Auditors Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No. 117366W/W- 100018) have been appointed as the Statutory Auditors of the Company. During the year ended 31 December 2025, the Company has paid a consolidated sum of INR 2.07 Crores to the Statutory Auditors. (e) The Company has no subsidiary and hence there is no policy for determining material subsidiary. (f) D isclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013: S r. No. Particulars No. of Complaints a. Number of complaints filed during the Financial Year 0 b. Number of complaints disposed of during the Financial Year 0 c. Number of complaints pending as on the end of the Financial Year 0 (g) Loans and advances in the nature of loans to firms/companies in which Directors are interested by name and amount’: NIL (h) T here is no non-compliance of any requirement of Corporate Governance Report of sub-para (2) to (10) of the Part C of Schedule V to the SEBI Listing Regulations. (i) The Company has complied with all mandatory requirements of the SEBI Listing Regulations. (j) A s per Clause 13 of Part C of Schedule V to the SEBI Listing Regulations, the Company has complied with corporate governance requirements specified in Regulations 17 to 27 and Clauses (b) to (i) and (t) of Regulation 46(2) of the SEBI Listing Regulations. ( k) Disclosure of certain types of agreements binding listed entities I n December 2025, bp plc (Ultimate Holding Company) announced that it has agreed to sell a 65% shareholding in Castrol’s global lubricants business to Stonepeak, at an enterprise value of approximately USD 10 billion subject to legal clearances. Under the terms of the agreement, ultimate holding company will retain a 35% minority interest in the business and expects to complete the transaction by the end of 2026, subject to necessary approvals. 10. D iscretionary Requirements A . The Board The Chairperson of the Board does not maintain a Chairperson’s office at the Company’s expense. However, the Company, from time to time, reimburses the expenses in relation to the Chairperson’s office in connection with performance of his duties as the Chairperson of the Company. B . Shareholders’ Rights – Half yearly results As the Company’s quarterly, half yearly and yearly results are published in one English national newspaper having circulation all over India and in regional newspaper (Marathi) having circulation in Maharashtra, the same are not sent separately to the shareholders, but hosted on the website of the Company. C . Audit Qualification There are no qualifications contained in the audit report. D . Separate positions of the Chairperson and the CEO/Managing Director The positions of the Chairperson and the Managing Director are separate. E . Reporting of Internal Auditors The internal auditors of the Company report to the audit committee and make detailed presentation at quarterly meetings. F . Independent Directors During the year, the Independent Directors of the Company met separately twice on 3 February 2025 and 3 November 2025, without the presence of other Directors or management representatives. Q Q
Page 73
Castrol India Limited | Annual R eport 2025 100 DECLARATION ON COMPLIANCE WITH CODE OF CONDUCT OF THE COMPANY In accordance with requirements under the Part B Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, I, Saugata Basuray in my capacity as the Wholetime Director & Interim Chief Executive Officer of the Company hereby confirm that all members of the Board of Directors and the Senior Management Personnel of the Company have affirmed their compliance with the Company’s Code of Conduct for the Board of Directors and the Senior Management, for the Financial Year ended 31 December 2025. For Castrol India Limited Saugata Basuray Wholetime Director & Interim Chief Executive Officer DIN: 09522239 Place: Mumbai Date: 3 February 2026
Page 74
101 Statutory Reports Corporate OverviewFinancial Statements CEO-CFO CERTIFICATION [Pursuant to Regulation 17(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015] To The Audit Committee / The Board of Directors Castrol India Limited, We, the undersigned, in our respective capacities as Interim Chief Executive Officer (Wholetime Director & Interim Chief Executive Officer) and Chief Financial Officer (CFO & Wholetime Director) of Castrol India Limited (‘the Company’), to the best of our knowledge and belief certify that: A. W e have reviewed the financial statements and the cash flow statement for the year ended on 31 December 2025 and based on our knowledge and belief, we state that: ( 1) t hese statements do not contain any materially untrue statement or omit any material fact or contain any statements that might be misleading; ( 2) t hese statements together present a true and fair view of the Company's affairs and are in compliance with the existing accounting standards, applicable laws and regulations. B. W e further state that to the best of our knowledge and belief, there are no transactions entered by the Company during the year, which are fraudulent, illegal or in violation of the Company's Code of Conduct. C. W e are responsible for establishing and maintaining internal controls and for evaluating the effectiveness of the same over the financial reporting of the Company and have disclosed to the auditors and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these deficiencies. D. W e have indicated, based on our most recent evaluation, wherever applicable, to the auditors and Audit Committee: ( 1) s ignificant changes in the internal control, over financial reporting during the year; ( 2) s ignificant changes in the accounting policies made during the year, and that the same has been disclosed in the notes to the financial statements; and ( 3) i nstances of significant fraud of which we have become aware and the involvement therein, if any, of the management or an employee having significant role in the Company's internal control system over financial reporting. For Castrol India Limited Saugata Basuray Mrinalini Srinivasan Wholetime Director & Interim CEO Chief Financial Officer & Wholetime Director DIN: 09522239 DIN: 09682234 Place: Mumbai Date: 3 February 2026 Q Q
Page 75
Castrol India Limited | Annual R eport 2025 102 CERTIFICATE BY A COMPANY SECRETARY IN PRACTICE (Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) To, The Members of Castrol India Limited Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai, 400 093 We have examined the relevant registers, records, forms, returns and disclosures received from the Directors of Castrol India Limited having CIN L23200MH1979PLC021359 and having registered office at Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai, 400 093 (hereinafter referred to as ‘the Company’), produced before me/us by the Company for the purpose of issuing this Certificate, in accordance with Regulation 34(3) read with Schedule V Para C Sub clause 10(i) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. In our opinion and to the best of our information and according to the verifications (including Directors Identification Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Financial Year ended on 31st December, 2025 have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such other Statutory Authority. S. No. Name of Director DIN Date of Appointment in Company* 1. Mr. Rakesh Makhija 00117692 01/10/2019 2. Ms. Sangeeta Talwar 00062478 23/07/2018 3. Ms. Satyavati Berera 05002709 01/10/2024 4. Mr. Kartikeya Dube 00929373 30/07/2024 5. Mr. Kedar Lele 06969319 01/11/2024 6. Mr. Saugata Basuray 09522239 01/04/2022 7. Ms. Mrinalini Srinivasan 09682234 28/07/2025 8. Ms. Nisha Trivedi 10937145 03/02/2025 * The date of appointment is as per the MCA Portal. Ensuring the eligibility for the appointment / continuity of every Director on the Board is the responsibility of the management of the Company. Our responsibility is to express an opinion on these based on our verification. This certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Practising Company Secretaries PR No.: 7327/2025 Jigyasa N. Ved FCS: 6488 CP: 6018 UDIN: F006488G003852814 Place: Mumbai Date: 3 February 2026
Page 76
103 Statutory Reports Corporate OverviewFinancial Statements CORPORATE GOVERNANCE CERTIFICATE [Pursuant to Regulation 34(3) and Schedule V Para E of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015] To The Members of CASTROL INDIA LIMITED We have examined the compliance of the conditions of Corporate Governance by Castrol India Limited (‘the Company’) for the year ended on 31 December 2025, as stipulated under Regulations 17 to 27 , clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and para C, D & E of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('SEBI Listing Regulations'). The compliance of the conditions of Corporate Governance is the responsibility of the management. Our examination was limited to the review of procedures and implementation thereof, as adopted by the Company for ensuring compliance with conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations given to us, and the representations made by the Directors and the management and considering the relaxations granted by the Ministry of Corporate Affairs and Securities and Exchange Board of India, we certify that the Company has complied with the conditions of Corporate Governance as stipulated in the SEBI Listing Regulations for the year ended on 31 December 2025. We further state that such compliance is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the management has conducted the affairs of the Company. For Parikh & Associates Practising Company Secretaries PR No.: 7327/2025 Jigyasa N. Ved FCS: 6488 CP: 6018 UDIN: F006488G003850361 Place: Mumbai Date: 3 February 2026 Q Q
Page 77
Castrol India Limited | Annual R eport 2025 104 Business Responsibility and Sustainability Reporting (BRSR) Guided by bp’s sustainability frame 1, Castrol launched PATH360 2, its sustainability programme, in 2021. PATH360 focuses on saving waste, reducing carbon, and improving people’s lives all with the aim to help deliver a more sustainable future of becoming net zero. Castrol’s new PATH360 strategy embraces circular thinking - looking at the life-cycle of Castrol’s existing and new products, to see how they can be improved, extended, reused or recycled and supports new and growing sectors, like renewable energy and e-mobility with products and services. At Castrol India (CIL), we aim to optimise energy consumption and integrate renewable energy alternatives into our operations. We have identified key focus areas across the guiding principles of PATH360 to set targets and detail initiatives for achieving our goals. These focus areas constitute our ESG strategy/framework to guide our future actions. Our Business Responsibility and Sustainability Report (BRSR) adheres to the National Guidelines on Responsible Business Conduct (NGRBC) issued by the Ministry of Corporate Affairs in July 2023. This report is compiled as per the amended 34 (2) (f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, following the Gazette notification no. SEBI/LAD-NRO/GN/2023/131 dated June 14, 2023. Alongside detailed information regarding our business and operations, this report details the ESG initiatives that Castrol India has implemented throughout the calendar year of 2025. SECTION A: GENERAL DISCLOSURES I. D etails of the listed entity 1. C orporate Identity Number (CIN) of the Listed Entity : L23200MH1979PLC021359 2. N ame of the Listed Entity : Castrol India Limited 3. Y ear of incorporation : 1979 4. R egistered office address : Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 5. C orporate address : Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 6. E -mail : investorrelations.india@castrol.com 7. T elephone : + 91 22 7177 7111 8. W ebsite : www.castrol.co.in 9. F inancial year for which reporting is being done : January - December 2025 (Calendar Year) 10. N ame of the Stock Exchange(s) where shares are listed : BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) 11. P aid-up Capital : ` 494.56 Crore 12. N ame and contact details (telephone, email address) of the person who may be contacted in case of any queries on the BRSR report : Ms. Rekha Pillai, Head – CSR and Castrol India Sustainability Group Lead investorrelations.india@ castrol.com 13. R eporting boundary- Are the disclosures under this report made on a standalone basis (i.e., only for the entity) or on a consolidated basis (i.e. for the entity and all the entities which form a part of its consolidated financial statements, taken together) : Standalone basis 14. N ame of assurance provider : - Not Applicable 15. T ype of assurance obtained : - Not Applicable 1Sustainability | Home 2www.castrol.com/en/global/corporate/sustainability/path360-strategy.html
Page 78
105 Statutory Reports Corporate OverviewFinancial Statements II. Products/services 1 6. Details of business activities (accounting for 90% of the turnover): S. No. Description of main activity Description of business activity % of turnover of the entity 1. Manufacturing Coke and Petroleum products 93.9% 1 7. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover): S. No. Product/Service NIC Code % of total turnover contributed 1. Petroleum 271000.61 – Lubricating oils 99.6% III. Operations 1 8. Number of locations where plants and/or operations/offices of the entity are situated: Location Number of plants Number of offices Total National 3 4 7 International - - - 1 9. Markets served by the entity: a. Number of locations Locations Number National (No. of States/UTs) 36* International (No. of Countries) None * Includes 28 states and 8 union territories b. What is the contribution of exports as a percentage of the total turnover of the entity? There were no significant exports by the Company during the year. c . A brief on types of customers CIL serves a diverse customer base with its product range that caters to both the business-to-business (B2B) and business-to-consumer (B2C) sectors. The Company’s products are distributed through 400+ distributors serving close to 145,000 + customers along with sub-distributors who extend the reach to additional outlets in semi-urban and rural markets. It also leverages its distribution channels to reach a wider network of independent workshops. The Company also serves close to 1900 key institutional accounts directly, apart from its distributors. With our alliance with Jio-bp (Reliance bp Mobility Limited), have expanded CIL ’s footprint to fuel forecourts across India. Over the last few years, the focus on priority channels including e-commerce has contributed to strong topline growth in the Company’s business. The Company has invested in a digitally enabled integrated service model to implement better market coverage and improve customer experience for our indirect customers. IV. Employees 2 0. Details as at the end of Financial Year: a. Employees and Workers (including differently abled): S. No. Particulars Total (A) Male Female No. (B) % (B / A) No. (C) % (C / A) EMPLOYEES 1. Permanent (D) 479 394 82% 85 18% 2. Other than Permanent (E) 82 55 67% 27 33% 3. Total employees (D + E) 561 449 80% 112 20% Q Q
Page 79
Castrol India Limited | Annual R eport 2025 106 S. No. Particulars Total (A) Male Female No. (B) % (B / A) No. (C) % (C / A) WORKERS 4. Permanent (F) 153 148 97% 5 3% 5. Other than Permanent (G) 115 113 98% 2 2% 6. Total workers (F + G) 268 261 97% 7 3% b. Differently abled Employees and Workers S. No Particulars Total (A) Male Female No. (B) % (B / A) No. (C) % (C / A) DIFFERENTLY ABLED EMPLOYEES 1. Permanent (D) 1 1 100% - - 2. Other than Permanent (E) - - - - - 3. Total differently abled employees (D + E) 1 1 100% - - DIFFERENTLY ABLED WORKERS 4. Permanent (F) - - - - - 5. Other than permanent (G) - - - - - 6. Total differently abled workers (F + G) - - - - - 2 1. Participation/Inclusion/Representation of women: Particulars Total (A) No. and percentage of Females No. (B) % (B / A) Board of Directors 8 4 50% Key Management Personnel 4 2 50% 2 2. T urnover rate for permanent employees and workers: CY 2025 CY 2024 CY 2023 Male Female Total Male Female Total Male Female Total Permanent Employees 5% 14% 7% 9% 8% 9% 8% 5% 8% Permanent Workers - - - - - - 1% - 1% V. Ho lding, Subsidiary and Associate Companies (including joint ventures) 2 3. ( a) Names of holding / subsidiary / associate companies / joint ventures: S. No. Name of the holding / subsidiary / associate companies / joint ventures (A) Indicate whether holding / Subsidiary / Associate / Joint Venture % of shares held by listed Entity Does the entity indicated at column A, participate in the Business Responsibility initiatives of the listed entity? (Yes/No) 1. Castrol Limited, U.K. Holding 51% Yes VI. C SR Details 24. ( i) Whether CSR is applicable as per section 135 of Companies Act, 2013: (Yes/No) - Yes (ii) T urnover (in ` ) - ` 5,721.50 Crore (iii) N et worth (in ` ) - ` 1,900.30 Crore
Page 80
107 Statutory Reports Corporate OverviewFinancial Statements VII. T ransparency and Disclosures Compliances 2 5. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on Responsible Business Conduct: Stakeholder group from whom complaint is received Grievance redressal mechanism in place (Yes/No) CY 2025 Current Financial year CY 2024 Previous Financial year Number of complaints filed during the year Number of complaints pending resolution at close of the year Remarks Number of complaints filed during the year Number of complaints pending resolution at close of the year Remarks Communities Y - - None - - None Investors (other than shareholders) Y - - None - - None Shareholders Y - - None - - None Employees and workers Y - - None - - None Customers Y 525 19 None *402 36 None Value Chain Partners Y - - None - - None *Previous year figures have been restated and corrected wherever required. 2 6. Overview of the entity’s material responsible business conduct issues: Please indicate material responsible business conduct and sustainability issues pertaining to environmental and social matters that present a risk or an opportunity to your business, rationale for identifying the same, approach to adapt or mitigate the risk along-with its financial implications, as per the following format S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 1. Energy and Emissions Management (Focus Area: Reducing Carbon) Opportunity CIL has plans in place to reduce carbon emissions in its operations by improving energy efficiency, renewable energy integration, and of its products through a focus on product formulation choices, packaging choices and by working with suppliers that share our values. All CIL operating sites (manufacturing) use renewable electricity. Solar photovoltaic plants have been set up in the Silvassa and Paharpur manufacturing units. Patalganga unit consumes green power from the state DISCOM (Distribution Company). For reduction of Scope 1 emissions, initiatives such as replacement of diesel and furnace oil with PNG (Piped Natural Gas) have been undertaken. Positive – Reduces emissions and operational costs. Q Q
Page 81
Castrol India Limited | Annual R eport 2025 108 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 2. Product Carbon footprint (Focus Area: Reducing Carbon) Opportunity CIL ’s commitment to lowering product carbon footprint3 is delivered through technology incorporation in product design to minimise waste generation and utilising waste prevention methods during manufacturing of the products. CIL products contribute to saving energy and driving efficiency in use, however there are carbon emissions associated with their life cycle. The aim is to reduce overall emissions by improving operational efficiency, promoting decarbonisation within supply chain, sourcing low carbon raw materials and collaborating with value chain partners to influence the environmental performance of products during use and post use phases. Positive – Reduce operational costs, boost sales, and market share, and enhance brand image, leading to an increase in the company’s overall performance. 3. Sustainable Packaging (Focus Area: Circularity) Opportunity To promote responsible design and management of plastic packaging along its lifecycle. CIL defines its plastic footprint3 as the amount of virgin plastic included in its packaging per litre that isn’t recycled. CIL continues to implement initiatives such as using post -consumer recycled plastic (PCR), and optimised pack designs to reduce use of virgin plastics in the packaging of its products. Positive - Reducing use of virgin plastic packaging can assist with adhering to regulations and reducing plastic waste in the environment through use of recycled materials. 4. Waste Management (Focus Area: Circularity) Opportunity CIL is committed to waste reduction and minimisation at various levels. All manufacturing plants are certified for Environment Management Systems (ISO 14001:2015). CIL ’s waste management is focused on minimising waste; arisings are monitored and managed in accordance with the reduce, re-use, recycle hierarchy. Waste generated in operations are collected and disposed off through authorised vendors enabling compliance with relevant regulations. Positive – Adhering to the principles of circular economy and effectively handling waste at each stage of the manufacturing process directly influences resource efficiency and ensures compliance with relevant regulations. 1 Sustainability | Home 2 See www.castrol.com/en/global/corporate/sustainability/path360-strategy.html for more information. 3 Castrol defines its plastic footprint as the amount of virgin plastic included in its packaging per litre that isn’t recycled.
Page 82
109 Statutory Reports Corporate OverviewFinancial Statements S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 5. Sustainable Supply Chain (Focus Area: Responsible Sourcing) Risk CIL is dependent on a network of suppliers and distributors for the manufacturing and delivery of their products to customers. Any disruptions in any segment of the supply chain may lead to delays in the manufacturing of certain products and shortages in inventory. CIL has adopted bp’s code of conduct and supplier expectation guidelines to state the ESG requirements. CIL conducts awareness programmes on aspects such as the Code of Conduct, with all the distributor partners annually. Negative – Supply chain disruption may result in increase in the cost of materials, as the company may be compelled to seek materials or products from alternate suppliers or manufacturer. 6. Occupational Health and Safety (Focus Area: Safety) Opportunity CIL is committed to safety, protecting the environment and respecting the communities in the areas of operation. CIL ’s Health, Safety, Security and Environment (HSSE) goals are no accidents, no harm to people and no damage to the environment. Safety is good business. CIL has set the foundations and standards for operational risk management through implementation of bp’s operating management system (OMS). Through experts, partners and assurance activities, CIL works with business groups to build operations capability to manage risk and enhance safety performance. CIL seeks to leverage digital, and data driven innovative solutions to improve OMS and assurance impact. Positive – Focus on health and safety to ensure no workplace injuries and illnesses and enhances employee productivity and morale, potentially improving overall business performance and profitability. 7. Diversity, and Inclusion (D&I) (Focus Area: People and Culture) Opportunity CIL aims for greater diversity, and inclusion for the workforce. CIL also envisions to further enhance D&I impact through ecosystem partners and suppliers. To promote D&I, the company has put in place a D&I council which continues to focus on diversity hiring, conducting D&I roadshows, recognizing on-ground efforts. CIL has established cohorts of women in both sales and supply chain, creating a dedicated platform where participants can connect, share concerns, exchange best practices, and learn from one another’s experiences. This platform aims to inspire and empower women Positive - Adopting and promoting a diverse and inclusive culture can improve creativity and productivity. Q Q
Page 83
Castrol India Limited | Annual R eport 2025 110 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) in these fields by fostering a supportive community where knowledge is shared, challenges are addressed, and success stories are celebrated. 8. Corporate Social Responsibility (Focus area: Empowering communities) Opportunity CIL engages with communities around areas of operations through its flagship CSR programmes, community development programmes focused on skilling & wellbeing, and environmental sustainability programmes focused on research in circularity. CIL adopts an approach of implementing pilot projects in collaboration with leading non-governmental organisations (NGOs) to test on-ground relevance. Based on responses from stakeholders, experiences shared by partners and contributions towards achieving the defined agenda, the projects are either scaled up or re- strategised. Encouraged by the positive feedback, the company continues to expand its portfolio of activities with partnerships and investments. Positive – Enables continuous engagement with communities empowering sustainable livelihoods. 9. Employee Wellbeing (Focus Area: People and Culture) Opportunity Wellbeing is not just about preventing illness. It is about feeling good and functioning well and covers the physical, psychological, and social factors which influence our health and happiness. A focus on wellbeing with supporting programmes provided within the workplace can help individuals to learn and maintain good habits for health and to build resilience to cope with everyday stress. CIL supports people to perform at their best by promoting wellbeing to maximise personal and business value(s). Various health and wellbeing resources, training, publications, health moments, guidance and other digital tools are provided by bp and used by CIL, an example is Connect & Heal, an integrated health tech company providing end- to-end coordinated care and support. Positive - Better health and wellbeing of employees leads to improved employee engagement and higher productivity.
Page 84
111 Statutory Reports Corporate OverviewFinancial Statements S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) “Thrive” is bp’s global personal wellbeing portal, it is designed to help employees make positive change no matter where they are on their wellbeing journey. "Healthy Minds", a mental health education programme for leaders and colleagues launched in early 2024. It is designed to help an individual to look after their own mental health, invest in oneself and deal with change. Another support provided is the Employee Assistance Programme (EAP) - employees and their family members can access free, confidential and independent advice, and practical support to help manage issues that are worrying them at work or at home. 10. Human Rights and Ethical Operations Risk CIL is committed to ethical operations while engaging workers and communities and conducting its business. CIL encourages its people and businesses to care for others and participate in the local community. CIL maintains an open-minded, ethical stance and respects diversity, local cultures and customs to make a positive impact in its areas of operation. CIL has adopted a human rights policy applicable to all staff, backed by grievance and disciplinary policy to handle workplace concerns. We have a structured investigation process overseen by the Ethics & Compliance function. Human rights standards are extended through contracts, integrating clauses concerning respect for Human Rights, including labour rights, across all agreements. Positive - CIL has mechanisms in place to support respect for human rights and compliance with related regulations at the workplace. Q Q
Page 85
Castrol India Limited | Annual R eport 2025 112 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 11. Customer Satisfaction Opportunity Customer satisfaction directly affects overall business. CIL aims to focus on improving its products, services, and customer connect, to provide innovative solutions that meet customer needs and add value to the company. Our ‘Onward, Upward, Forward’ strategy embodies our dedication to accelerating our customers’ progress, helping them to face the challenges of tomorrow. We aim to grow our core business in new ways, using our cutting-edge technology and our trusted global brand to stay at the forefront of our sector. We’re developing more circular offers to help customers achieve their sustainability goals and exploring exciting new growth opportunities beyond lubricants. Positive - Customer satisfaction will lead to lower financial risk, increased business valuation and strong customer loyalty. 12. Corporate Governance Risk CIL is part of the bp group with its corporate governance framework and code of conduct. Key aspects of CIL governance processes are: Clear statements of Board processes and Board relationships with executive management of CIL, set of Company’s beliefs and purpose embedded in the Code of conduct. It lays down the expectations for safe operations, people, working with our business partners, government and communities and our commitment to maintain the integrity of assets and financial information of the Company. Positive – CIL is committed to responsible governance that underlines its dedication to responsible business practices, ensuring adherence to regulatory standards, ethical principles, and stakeholder expectations with the evolving dynamic and regulatory landscape.
Page 86
113 Statutory Reports Corporate OverviewFinancial Statements S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 13. Risk Management Risk Risk management has a significant impact on an organization’s ability to achieve its objectives. Identifying and managing risks proactively is essential to ensure success of the company. CIL has adopted bp’s Risk Management policy, which outlines the identification and assessment of risks, including safety and operational risks. These primarily include hazards that could potentially harm people and the environment. The policy also emphasizes the necessity of maintaining a risk register. CIL has a risk-governance structure, which consists of the Risk Management Committee (RMC) that oversees risks and/ or opportunities from both business and ESG perspectives. This process is aptly supported by departmental heads. Negative – Failure in managing risks can lead to unexpected financial losses, compliance fines, reputational damage, and missed growth opportunities. 14. Data Privacy and Data Security Risk Cyber threats are a risk for business today to conduct business with its stakeholders in a secure environment without compromising on digital security of information and data used in conduct of business operations. CIL ’s digital security team collaborates with business units to assess security risks, provide training, and disseminate information that encourages safe behaviors among users and safeguards the business from data breaches. The Digital Security team has created a series of ‘cyber moments’ that are integrated into meetings and other gatherings to increase awareness of the cyber threats faced by CIL. Negative - Cybersecurity breaches could put CIL, as well as its customers, at significant risk and cause reputational damage. Q Q
Page 87
Castrol India Limited | Annual R eport 2025 114 S. No. Material issue identified Indicate whether risk or opportunity (R/O) Rationale for identifying the risk / opportunity In case of risk, approach to adapt or mitigate Financial implications of the risk or opportunity (Indicate positive or negative implications) 15. Technology and Innovation Opportunity Leverage technology and innovation to enhance the digital experience for customers and consumers, and to gain operational advantages. As part of its digitalization strategy, the company continues to implement digital initiatives such as FASTSCAN, Castrol SMART Castrol DIGICLAIM, YUKTI Castrol Connect and the new Rural DMS (distributor management system) These applications enable streamlining of customer experiences across channels, enhance sales conversations and reduce manual interventions in claim processing etc, thereby reducing time spent on non-value addition activities and releasing working capital for customers and channel partners. Positive - Technology can enhance work efficiency, expand a business’s customer reach and increase convenience. Additionally, it can help with accurate claim tracking and business growth. SECTION B: MANAGEMENT AND PROCESS DISCLOSURES This section is aimed at helping businesses demonstrate the structures, policies and processes put in place towards adopting the NGRBC Principles and Core Elements. Disclosure Questions P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9 Policy and management processes 1. a . Whether your entity’s policy/ policies cover each principle and its core elements of the NGRBCs. (Yes/No) Yes Yes Yes Yes Yes Yes Yes Yes Yes b . Has the policy been approved by the Board? (Yes/No) Yes No Yes Yes Yes Yes No Yes No
Page 88
115 Statutory Reports Corporate OverviewFinancial Statements c. Web Link of the Policies, if available bp Code of Conduct, *Materiality policy, RPT Policy, Code of Conduct for Insider Trading, Whistle Blower Policy, Code of Conduct for Board Members and Senior Management Personnel Supplier expectations and *Supplier Information Security Castrol Code of Conduct And bp Code of Conduct Castrol CSR policy Code of Conduct DDP Policy Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information, Investor Grievance Redressal Policy, Investor Relations Policy bp Human Rights policy and * Sexual Harassment policy Castrol HSSE policy Castrol Customer policy Castrol CSR policy *Manage IT Security and *Data privacy CIL follows the Castrol global policies and policies of bp, its parent company, identified at 1c above. The Castrol and bp policies with links provided are available in the public domain and accessible to all relevant stakeholders. *Policies available internally 2. Whether the entity has translated the policy into procedures. (Yes/ No) Yes Yes Yes Yes Yes Yes Yes Yes Yes 3. Do the enlisted policies extend to your value chain partners? (Yes/No) Yes. 1. Cast rol Code of Conduct is relevant to all the value chain partners in business with Castrol. 2. bp Human rights policy applies to every employee and officer in every bp wholly owned entity, and in bp-operated JVs and is relevant to our value chain partners in business with Castrol. 3. HS SE policy is relevant to everyone who works for Castrol. 4. Customer policy covers all customers and consumers. 5. CS R policy is relevant to communities where our plants are located. 6. ‘bp’s expectations of its suppliers’ document is relevant to all our vendors. 4. N ame of the national and international codes/ certifications/ labels/standards (e.g. Forest Stewardship Council, Fairtrade, Rainforest Alliance, Trustea) standards (e.g. SA 8000, OHSAS, ISO, BIS) mapped to each principle. Majority of CIL’s policies are aligned with the bp group’s policies. CIL is an ISO 9001:2015 certified company and our manufacturing locations are ISO 14001:2015 and ISO 45001:2018 certified. The bp group operates an enterprise corporate IT infrastructure to provide centralized IT services to the group (the “bp IT infrastructure”), including CIL. bp operates and maintains a documented digital security management system, including policies and procedures, which govern our approach to security, governance, and risk management of the bp IT infrastructure (the “IT control framework”). The relevant requirements from bp’s IT control framework are maintained in a central requirements library. The technical and organizational measures from the IT control framework are aligned with best industry practices within the energy sector and, where relevant, to industry standards such as NIST, and PCI-DSS.
Page 89
Castrol India Limited | Annual R eport 2025 116 5. Specific commitments, goals and targets set by the entity with defined timelines, if any. PATH360 is our strategy to help Castrol reach net zero by 2050 or sooner*. By 2030, Castrol aims are: Saving waste: Continuing to help our customers and the users of our products towards their sustainability goals related to energy, waste, water and carbon, as well as continuing to work to reduce our plastic footprint 3. Reducing Carbon: Continue to work to reduce the carbon intensity of our products and to offer lower carbon and more circular products to our customers 4,5. Improving People’s Live: Support our employees and local communities through the energy transition. 6. Performance of the entity against the specific commitments, goals and targets along-with reasons in case the same are not met. CIL shall endeavour to report on the performance of the above targets every year. As of CY 2025, CIL has accomplished the following: 1. 79% reduction in operational (manufacturing) Scope 1 and 2 emissions against the 2019 baseline. 2. 100% of total electricity consumed in manufacturing operations is from renewables. 3. 60% recycled content in bottles and 30% recycled content in Pail packaging. 4. CIL collaborated with an OEM customer to develop sustainable lubricant technology (RRBO-based engine oil), specifically designed for BS IV vehicles. Governance, leadership and oversight 7. Statement by director responsible for the business responsibility report, highlighting ESG related challenges, targets and achievements (listed entity has flexibility regarding the placement of this disclosure) CIL is committed to being a socially and environmentally responsible company. PATH360 is Castrol’s holistic sustainability strategy to help contribute to a more sustainable future. The strategy has three focus areas and six guiding principles, all with the aim to be net zero by 2050 or sooner* Our business practices incorporate PATH360 sustainability concepts, influencing our aim to create a long-lasting organisation that meets clients’ expectations and long-term demands. We implemented specific interventions in our operations, packaging, and distribution to advance our sustainability mission in India with a focus on waste reduction, carbon reduction, and human welfare. On the social front, we have developed an even stronger bond with independent auto technicians and truck drivers as a result of our interactions with them over the years. In order to properly address the continuously changing scenario, the company implemented a business continuity plan. To safeguard the company’s well-being and long-term viability, response strategies were created and closely followed. In order to reduce its environmental impact, the Company concentrated on decreasing energy, water, and waste as part of resource optimization. In accordance with its sustainability objective, the Company is also running several programmes. Safety comes first for the company, with the main goal being that everyone returns home safely each day. 8. De tails of the highest authority responsible for implementation and oversight of the Business Responsibility policy/policies Mr. Kedar Lele, Managing Director- up to 31 st December, 2025. Mr. Saugata Basuray, Interim CEO – Effective 1 st January, 2026 9. Doe s the entity have a specified Committee of the Board/ Director responsible for decision making on sustainability related issues? (Yes / No). If yes, provide details. Yes, The Company has established a ESG Committee which is supported by an operational Sustainability Sub-Committee (SSC) and a working group comprising representatives from specific functions. This working group shares a quarterly update with SSC. These committees collectively oversee the sustainability framework and ensure the integration of sustainable practices into core operations, addressing Environmental (E), Social (S), and Governance (G) aspects. 2 See www.castrol.com/en/global/corporate/sustainability/path360-strategy.html for more information. 3 Castrol defines its plastic footprint as the amount of virgin plastic included in our packaging that isn’t recycled 4 These aims are contingent on supportive policy action by our suppliers and market development. 5 Most of Castrol’s scope 3 emissions are from category 1 “Purchased Goods and Services”, progress is largely dependent on the practicality and availability of lower-carbon alternatives. * As part of bp’s ambition to be net zero by 2050 or sooner and to help the world get to net zero.
Page 90
117 Statutory Reports Corporate OverviewFinancial Statements 10. D etails of Review of NGRBCs by the Company: Subject for Review Indicate whether review was undertaken by Director / Committee of the Board/ Any other Committee Frequency (Annually / Half yearly / Quarterly/ Any other – please specify) P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9 P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9 Performance against above policies and follow up action Business Responsibility policies are reviewed by departmental heads and business heads On a periodic basis The Board of Directors of the Company assesses various initiatives forming part of the Business performance At least once a year Necessary changes to the policies as a result of the assessments are implemented. Compliance with statutory requirements of relevance to the principles, and rectification of any non-compliances CIL complies with all statutory requirements to the extent applicable. 11. H as the entity carried out independent assessment/ evaluation of the working of its policies by an external agency? (Yes/No). If yes, provide name of the agency. P 1 P 2 P 3 P 4 P 5 P 6 P 7 P 8 P 9 Environmental policies and procedures are evaluated as per the Environment management system guidelines followed by CIL. These safety policies and procedures are evaluated as per the Occupational health and safety management system guidelines and are externally verified by a third-party certifying agency. 12. I f answer to question (1) above is “No” i.e., not all Principles are covered by a policy, reasons to be stated: Questions P1 P2 P3 P4 P5 P6 P7 P8 P9 The entity does not consider the principles material to its business (Yes/No) Not applicable The entity is not at a stage where it is in a position to formulate and implement the policies on specified principles (Yes/No) Not applicable The entity does not have the financial or/ human and technical resources available for the task (Yes/No) Not applicable It is planned to be done in the next financial year (Yes/No) Not applicable Any other reason (please specify) Not applicable Q Q
Page 91
Castrol India Limited | Annual R eport 2025 118 SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE This section is aimed at helping entities demonstrate their performance in integrating the Principles and Core Elements with key processes and decisions. The information sought is categorized as “Essential” and “Leadership”. While the essential indicators are expected to be disclosed by every entity that is mandated to file this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher level in their quest to be socially, environmentally and ethically responsible. Principle 1: Businesses should conduct and govern themselves with integrity, and in a manner that is Ethical, Transparent and Accountable. Essential Indicators 1. P ercentage coverage by training and awareness programmes on any of the principles during the financial year: A t CIL, our primary focus is to utilise the skills and capabilities of our workforce through targeted talent development efforts. Our initiatives are designed to empower employees to pursue personal and professional objectives that align with our organisation’s strategies and their individual career aspirations. The company offers a variety of training and leadership development programmes for its employees, including skill and competency development initiatives and leadership enhancement sessions. Segment Total number of training and awareness programmes held Topics / principles covered under the training and its impact Percentages of persons in respective category covered by the awareness programmes Board of Directors (BoD) and Key Managerial Personnel (KMPs) 19 Updates and awareness sessions are regularly provided to the Board of Directors on key governance and compliance matters. Areas of focus include the Code of Conduct, Insider Trading Regulations, Code of Conduct for Board Members and Senior Management Personnel, Code of Fair Disclosure of UPSI, Related Party Transactions (RPT), Risk Management and Vigil Mechanism, Sustainability initiatives, and Corporate Social Responsibility (CSR) updates. Additionally, the Board Familiarization Programme includes an induction for Directors, deep dive sessions on business functions, and strategy updates. All Directors on their appointment undergo detailed induction which includes interactive sessions with other Board members, Key Managerial Personnel, senior management, business and functional heads and others. They also visit company’s manufacturing locations and make market visits to understand the business and operations of the company. 100% Employees other than BoD and KMPs Grow@bp: 180+ trainings (includes mandatory and voluntary courses applicable across business functions and other trainings such as Code of Conduct, cybersecurity and health and safety) ‘Grow@bp’ is a personalised learning platform for employees to take ownership of their career and development. The platform contains various resources, including training programmes, awareness campaigns, and leadership training. The learning content addresses topics like code of conduct, ethics and compliance, cyber security, POSH; helping employees to enhance their technical skills and awareness of compliance requirements in the Company. In addition, training related to environment, diversity, safety, health, and wellness is also available to all employees on e-learning platform. Additionally, health and safety related training and awareness sessions are conducted and provided to the workers at regular intervals. ‘Healthy Minds’, a mental health education programme for leaders and colleagues. 100%
Page 92
119 Statutory Reports Corporate OverviewFinancial Statements Segment Total number of training and awareness programmes held Topics / principles covered under the training and its impact Percentages of persons in respective category covered by the awareness programmes It is designed to help an individual to look after their own mental health, invest in oneself and deal with change. Through our grow@bp platform, some of the new offers being added are AI digital fluency and digital badges. Employee training is provided under ESG with emphasis on following aspects: Social: The Grow@bp platform covers topics including the Code of Conduct and ethics and compliance, helping employees to enhance awareness of compliance requirements within the company. Health and safety related training and awareness sessions are carried out regularly for employees and workers. In addition, there are curated learnings in smaller groups around our cultural framework “who we are” focusing on psychological safety, bias at work, inclusion. To strengthen leadership across Castrol India, we introduced Drona, a peer-learning classroom program for all line managers. The program covered critical aspects such as the role of line managers in the employee lifecycle, performance management, and talent management. Career Fest 2025 was an event aimed at exploring growth opportunities and building capability. The event featured engaging sessions such as “The power of My Profile”, Ace an Interview equipping participants with tools for career advancement. Environment: Training focused on industry-specific environmental topics are made available to all employees via various e-learning platforms. Governance: The Grow@bp platform offers training programmes, awareness campaigns, and leadership talks aimed at reinforcing both individual and collective compliance efforts. Cybersecurity training is also provided to ensure employees are well-informed about essential online safety measures. Workers 19 In-house training and awareness sessions regarding health and safety, cybersecurity, and the Code of Conduct are regularly conducted for workers. Additionally, training with regards to scope of work is also organised to enhance their technical skills. 100% Q Q
Page 93
Castrol India Limited | Annual R eport 2025 120 2. D etails of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in proceedings (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/judicial institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) Regulations, 2015 and as disclosed on the entity’s website): a . Monetary NGRBC Principle Name of the regulatory/ Enforcement agencies/ judicial institutions Amount (In `) Brief of the Case Has an appeal been preferred? (Yes/No) Penalty/ Fine - - - - - Settlement - - - - - Compounding fee - - - - - b . Non-monetary NGRBC Principle Name of the regulatory/ enforcement agencies/ Judicial institutions Brief of the Case Has an appeal been preferred? (Yes/No) Imprisonment - - - - Punishment - - - - 3. O f the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where monetary or non- monetary action has been appealed: Case Details Name of the regulatory/ enforcement agencies/ judicial institutions - - 4. D oes the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if available, provide a web-link to the policy: T he Company’s Code of Conduct, rules and regulations adopted conform to the legal and statutory framework on anti- corruption and anti-bribery legislation prevalent in India. The policy reflects the commitment of the Company and its management for maintaining highest ethical standards while undertaking open and fair business practices. We have implemented appropriate systems to identify and prevent bribery and corrupt business practices. 5. N umber of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law enforcement agency for the charges of bribery/ corruption: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Directors - - KMPs Employees - - Workers - - 6. D etails of complaints with regard to conflict of interest: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Number Remarks Number Remarks Number of complaints received in relation to issues of Conflict of Interest of the Directors - - - - Number of complaints received in relation to issues of Conflict of Interest of the KMPs - - - -
Page 94
121 Statutory Reports Corporate OverviewFinancial Statements 7. P rovide details of any corrective action taken or underway on issues related to fines / penalties /action taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts of interest: N ot applicable 8. N umber of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the following format: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Number of days of accounts payables 93 days 94 days 9. O pen-ness of business: P rovide details of concentration of purchases and sales with trading houses, dealers, and related parties along-with loans and advances & investments, with related parties, in the following format Parameter Metrics CY 2025 Current calendar year CY 2024 Previous calendar year Concentration of Purchases a. Pur chases from trading houses as % of total purchases - - b. N umber of trading houses where purchases are made from - - c. Pur chases from top 10 trading houses as % of total purchases from trading houses - - Concentration of Sales* a. S ales to dealers / distributors as % of total sales 74.43% 75.17% b. N umber of dealers / distributors to whom sales are made 460 426 c. S ales to top 10 dealers / distributors as % of total sales to dealers / distributor 9.97% 10.78% Share of RPTs in a. Pur chases (Purchases with related parties / Total Purchases) 3% 4% b. S ales (Sales to related parties / Total Sales) 0.36% 0.33% c. L oans & advances (Loans & advances given to related parties / Total loans & advances) 0% 0% d. In vestments (Investments in related parties / Total Investments made) - - * The products are sold to dealers who further distribute the products to retailers Leadership Indicators 1. A wareness programmes conducted for value chain partners on any of the Principles during the financial year: Total number of awareness programmes held Topics / principles covered under the training %age of value chain partners covered (by value of business done with such partners) under the awareness programmes 1 Compliance with the laws 100% 1 Health, Safety, Security and Environment (“HSSE”) 100% 1 Bribery and corruption, money laundering, conflict of interests and anti-competitive conduct 100% 1 International trade law 100% 1 Protecting confidential information 100% 1 Non-discrimination, grievance processes and freedom of association 100% Q Q
Page 95
Castrol India Limited | Annual R eport 2025 122 C IL conducts numerous awareness programmes on aspects such as compliance with the company’s code of conduct with all its distributor partners at least annually, laying down the guidelines for business ethics and compliances as per the code signed by them in the customer and supplier agreements. All key suppliers are engaged based on their risk and materiality profile, with expectations to comply with the code. 2. D oes the entity have processes in place to avoid/ manage conflict of interests involving members of the Board? (Yes/No) If yes, provide details of the same: Y es. The Board has adopted the Code of Conduct which stipulates that the Directors must act objectively and in accordance to their responsibilities, while making decisions. Each year, the Board members and management certify that the Code of Conduct is being followed. Further, the Audit Committee reviews matters pertaining to the Code of Conduct on a quarterly basis. The Company also obtains an annual declaration from its Board of Directors and Senior Management Personnel regarding their concerns and interests in other entities, along with any changes from time to time. It ensures that all requisite approvals, as mandated under applicable laws, are secured before entering into transactions with such entities. Additionally, Directors are required to abstain from participating in agenda items during Board or Committee meetings where they have an interest or are deemed to be interested. P lease refer to the bp’s Code of Conduct linked here: https:/ /www.bp.com/content/dam/bp/business-sites/en/global/ corporate/pdfs/who-we-are/bp-code-of-conduct.pdf Principle 2: Businesses should provide goods and services in a manner that is sustainable and safe Essential Indicators 1. P ercentage of R&D and capital expenditure (capex) investments in specific technologies to improve the environmental and social impacts of product and processes to total R&D and capex investments made by the entity, respectively: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Details of improvements in environmental and social impacts R&D 15% 15% For RRBO (Re-Refined Base Oil) finished goods. Capex 1% 1% Investments in energy monitoring and measurement systems, pump replacement, airline replacement, five- star rated equipment etc. 2. a . Does the entity have procedures in place for sustainable sourcing? (Yes/No) We are in the process of developing a framework for sustainable sourcing across the portfolio. b . I f yes, what percentage of inputs were sourced sustainably? Our sustainability sourcing agenda would be defined post development of the sustainable sourcing framework. 3. D escribe the processes in place to safely reclaim your products for reusing, recycling and disposing at the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste P ackaging waste: CIL is proactively working on reducing the use of virgin plastic material in its product packaging. The company has partnered with waste management agencies to identify authorized recyclers who collect and recycle plastic packaging waste across all states where its products are sold. The collected waste is then sent to authorized recyclers for the recycling process. These registered recyclers provide the corresponding credits on the Pollution Control Board (PCB)’s Plastic EPR portal, and annual returns are filed in line with the timelines set by the PCB. 4. W hether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). I f yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan submitted to Pollution Control Boards? If not, provide steps taken to address the same. Y es, Extended Producer Responsibility (EPR) is applicable to the entity’s activities. F or plastic waste: T he Company is registered under the Extended Producer Responsibility (EPR) framework and complies with the Plastic Waste Management Rules, as prescribed by the Central Pollution Control Board (CPCB) for plastic packaging. The waste collection plan is aligned with the EPR plan submitted to the Pollution Control Board.
Page 96
123 Statutory Reports Corporate OverviewFinancial Statements F or FY 2024–25, Castrol India Limited received a total of 9,424 MT of EPR credits (Apr 2024–Mar 2025) for the recycling of plastic waste through registered Plastic Waste Processors (PWPs) engaged via authorised Waste Management Agencies. The Company has fully met its EPR obligation of 9,697 MT for the year by utilising the credits received during FY 2024–25 along with the accumulated balance available in the EPR credit wallet from previous years. F or used Oil: U nder the Hazardous and Other Wastes (Management and Transboundary Movement) Second Amendment Rules, 2023, producers are required to register on the designated government portal and fulfil their EPR obligations through the procurement of EPR certificates from authorised recyclers. C astrol India Limited has successfully completed its registration as a producer, marking a significant milestone in its compliance journey. The Company is currently awaiting the issuance of detailed guidelines and timelines from the authorities for EPR fulfilment. Upon receipt of these guidelines, the waste collection plan will be aligned to ensure proper disposal of used oil through registered recyclers and authorised collection agents. Any gaps identified will be addressed in accordance with the prescribed requirement. Leadership Indicators 1. H as the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for manufacturing industry) or for its services (for service industry)? If yes, provide details in the following format? E RM, a third-party environmental consultancy, has conducted, on Castrol’s behalf, life cycle assessments, in accordance with the Greenhouse Gas Protocol Product Life Cycle Accounting and Reporting standard, of all products sold by Castrol globally. This includes all products sold by CIL. NIC Code Name of Product /Service % Of total Turnover Contributed Boundary for which the Life Cycle Perspective / Assessment was conducted Whether conducted by independent external agency (Yes/No) Results communicated in public domain (Yes/No) If yes, provide the web link - 2. I f there are any significant social or environmental concerns and/or risks arising from production or disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or through any other means, briefly describe the same along-with action taken to mitigate the same. Name of Product / Service Description of the risk / concern Action Taken - 3. P ercentage of recycled or reused input material to total material (by value) used in production (for manufacturing industry) or providing services (for service industry). Indicate input material Recycled or re-used input material to total material CY 2025 Current calendar year CY 2024 Previous calendar year Mixed oil 0.38% 0.25% 4. O f the products and packaging reclaimed at end of life of products, amount (in metric tons) reused, recycled, and safely disposed as per the following format: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Re-Used Recycled* Safely Disposed Re-Used Recycled* Safely Disposed Plastics (including packaging) - 9,424 - - 10,519 - E-waste - - - - - - Hazardous waste - - - - - - Other waste - - - - - - * D ata reported is for financial year Q Q
Page 97
Castrol India Limited | Annual R eport 2025 124 5. Re claimed products and their packaging materials (as percentage of products sold) for each product category: Indicate product category Reclaimed products and their packaging materials as % of total products sold in respective category - Principle 3: Businesses should respect and promote the well-being of all employees, including those in their value chains Essential Indicators 1. a . Details of measures for the well-being of employees: Category % of employees covered by Total (A) Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities No. (B) % (B/ A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/ A) No. (F) % (F/ A) Permanent employees Male 394 394 100% 394 100% - - 394 100% - - Female 85 85 100% 85 100% 85 100% - - 58 100% Total 479 479 100% 479 100% 85 100% 394 100% 58 100% Other than Permanent employees Male - - - - - - - - - - - Female - - - - - - - - - - - Total - - - - - - - - - - - b . Details of measures for the well-being of workers: Category % of workers covered by Total (A) Health Insurance Accident Insurance Maternity Benefits Paternity Benefits Day Care facilities No. (B) % (B/A) No. (C) % (C/A) No. (D) % (D/A) No. (E) % (E/A) No. (F) % (F/A) Permanent workers Male 148 148 100% 148 100% - - - - - - Female 5 5 100% 5 100% 5 100% - - - - Total 153 153 100% 153 100% 5 100% - - - - Other than Permanent workers Male - - - - - - - - - - - Female - - - - - - - - - - - Total - - - - - - - - - - - c . Spending on measures towards well-being of employees and workers (including permanent and other than permanent) in the following format: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Cost incurred on wellbeing measures as a % of total revenue of the company 0.2% 0.2%
Page 98
125 Statutory Reports Corporate OverviewFinancial Statements 2. D etails of retirement benefits: Benefits CY 2025 Current calendar year CY 2024 Previous calendar year No. of employees covered as a % of total Employees No. of workers covered as a % of total workers Deducted and deposited with the authority (Y/N/N.A.) No. of employees covered as a % of total employees No. of workers Covered as a % of total workers Deducted and deposited with the authority (Y/N/N.A.) PF 100% 100% Yes 100% 100% Yes Gratuity 100% 100% Yes 100% 100% Yes ESI NA NA NA NA NA NA Other - - - - - - 3. A ccessibility of workplaces: A re the premises / offices of the entity accessible to differently abled employees and workers, as per the requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by the entity in this regard. Y es, CIL premises/offices are acce ssible to differently abled employees and workers as per the requirements of the Rights of Persons with Disabilities Act, 2016. C IL has proactively ensured that new offices in Chennai and Delhi are compliant with regulatory requirements, thereby setting a precedent for disability friendliness and inclusivity across all its premises. As our commitment towards Diversity, and Inclusion continues, we are exploring a comprehensive approach to incorporate such regulatory requirements in our upcoming office premises as well. 4. D oes the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? If so, provide a web-link to the policy: O ur aim is to achieve greater diversity, and inclusion in workforce. We are an equal opportunity employer. Our Code sets out our expectation that we treat everyone with fairness and respect and expect everyone we work with to do the same. 5. Re turn to work and Retention rates of permanent employees and workers that took parental leave: Gender Permanent employees Permanent workers Return to work rate Retention rate Return to work rate Retention rate Male 100% 100% - - Female 100% 100% - - Total 100% 100% - - 6. I s there a mechanism available to receive and redress grievances for the following categories of employees and workers? If yes, give details of the mechanism in brief: Particulars Yes/No (If Yes, then give details of the mechanism in brief) Permanent Workers Open Talk: http:/ /www.opentalkweb.com/ A systematic investigation process exists in our business structure with clear roles, responsibilities, and accountabilities, along with trained investigators and decision-makers (People and Culture Line Manager/Business Head/ Legal representatives). This process is under the oversight of the Ethics and Compliance function. Other than Permanent Workers Permanent Employees Other than Permanent Employees C IL is committed to providing a safe and positive work environment. In order to achieve this, all have access to a helpline platform named Open Talk which is bp’s worldwide helpline. Employees can raise questions or concerns about ethics, compliance, or bp’s code of conduct through this dedicated channel. It is managed by a separate firm (NAVEX Global), is accessible twenty-four hours a day, seven days a week, and can handle calls in more than 75 languages over the phone or the internet. Anyone has the right to contact OpenTalk anonymously, except where this is prohibited by law. The employees and/or workers can also raise their concerns to their respective line manager, business head, P&C, Legal or the E&C department. A thorough inquiry procedure assures fairness for all parties concerned, including the ability to submit facts and any relevant evidence. Q Q
Page 99
Castrol India Limited | Annual R eport 2025 126 7 . Me mbership of employees and worker in association(s) or Unions recognized by the listed entity: Category CY 2025 Current calendar year CY 2024 Previous calendar year Total employees / workers in respective category (A) No. of employees / workers in respective category, who are part of association(s) or Union (B) % (B/A) Total employees / workers in respective category (C) No. of employees / workers in respective category, who are part of association(s) or Union (D) % (D/C) Total Permanent Employees 479 - - 482 - - Male 394 - - 393 - - Female 85 - - 89 - - Total Permanent Workers 153 153 100% 157 157 100% Male 148 148 100% 152 152 100% Female 5 5 100% 5 5 100% 8. D etails of training given to employees and workers: Category CY 2025 Current calendar year CY 2024 Previous calendar year Total (A) On Health and safety measures On Skill upgradation Total (D) On Health and safety measures On Skill upgradation No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D) Permanent Employees Male 394 299 76% 301 76% 393 250 64% 326 83% Female 85 62 73% 53 62% 89 41 46% 49 55% Total 479 361 75% 354 74% 482 291 60% 375 78% Permanent Workers* Male 148 148 100% 148 100% 152 152 100% 152 100% Female 5 5 100% 5 100% 5 5 100% 5 100% Total 153 153 100% 153 100% 157 157 100% 157 100% * A ll personnel in the manufacturing facilities are provided training on Health and Safety through offline mode and on the shopfloor. “Lakshya” is a Manufacturing Excellence programme initiated across all the three manufacturing sites based on three pillars: Efficiency, Capability and Continuous improvement and is being provided to all employees as a part of their skill upgradation programme. Kaushal is another technical capability development initiative for workmen across the three plants C IL upholds a strong commitment to Ethics and Compliance through mandatory training programmes and dedicated sessions, emphasizing crucial views such a s ‘Speak up’ and listening, maintaining integrity, zero retaliations, and a stringent stance against non-compliance. The company actively promotes cybersecurity across all teams and locations while investing in leadership development programmes for team leaders and managers to drive growth and success. F urther, we seek to enhance the skills of our employees by providing them with access to prominent learning platforms such as Coursera and LinkedIn via Grow@bp. These platforms offer a vast array of training modules, including numerous offerings on sustainability, that employees can select based on their developmental needs and career aspirations. O ther training is conducted on a voluntary basis which include additional basic safety, behavioural based safety programmes and other wellness programmes. In 2025, Castrol employees spent a total of around 4,500 hours attending various training programmes.
Page 100
127 Statutory Reports Corporate OverviewFinancial Statements 9. D etails of performance and career development reviews of employees and worker: Category CY 2025 Current calendar year CY 2024 Previous calendar year Total (A) No. (B) % (B/A) Total (C) No. (D) % (D/C) Permanent Employees Male 394 392 99% 393 393 100% Female 85 82 96% 89 86 97% Total 479 474 99% 482 479 99% Permanent Workers Male - - - - - - Female - - - - - - Total - - - - - - B uilding people’s functional capability is one of the key elements of the Company’s investment in people. There is an emphasis on employee engagement and building line manager and employee capability via training covering a range of key people and Human Resource (HR) processes. Robust talent management sessions are conducted with focus on managers having talent conversations with their teams. All eligible employees captured their development needs in a structured format following talent conversations with their line managers. 10. He alth and safety management system: a . Whether an occupational health and safety management system has been implemented by the entity? (Yes/ No). If yes, what is the coverage of such a system? HSSE is central to the company’s business activities and is a key enabler of its business strategy. The company is committed to the goal of ‘no accidents, no injuries to people and no damage to the environment’ and expects every employee/worker to be a safety leader. The OHS management system encompasses 100% of the company’s employees, workers, contractors and service providers working in manufacturing facilities and CIL offices. The company has implemented bp’s Operating Management System as relevant to CIL ’s operating activities to consistently improve the delivery of operations that are safe, responsible and reliable. The OMS has helped the company in effectively managing four key elements of operations - People, Plants, Processes and Performance. Road safety continues to be a priority for the company. All professional drivers (those driving for company business) undergo rigorous defensive driver training. All road safety related incidents, however minor, are reported and investigated in an attempt to learn and adopt improvements. All new employees, both permanent and contractual, undergo HSSE training as part of their onboarding within a month of joining the company. b . What are the processes used to identify work-related hazards and assess risks on a routine and non-routine basis by the entity? Health, Safety, Security and Environment are critical focus areas for the Company. Hazard Identification and Risk Assessment (HIRA) are conducted as per ISO 45001 and ISO 14001 standards for all routine activities within the manufacturing plants. Non-routine activities are monitored through OMS procedures such as Control of Work “CoW”. As part of the annual risk management process, various risk assurance tools are used to identify and mitigate risks. c . Whether you have processes for workers to report the work-related hazards and to remove themselves from such risks. Processes have been developed and implemented in accordance with the OMS for reporting work-related hazards by employees and workers, with the aim to prevent risks. These processes include Safety Observations, Safety Observation Conversations, and Focused Safety Observation Conversations. All instances of risk are documented in the ‘IRIS’ reporting tool. Additionally, workers are guided to follow Safety Leadership Principles. All safety observations and near-miss incidents are reported and investigated to prevent any injury or illness. Both offices and plants have established Q Q
Page 101
Castrol India Limited | Annual R eport 2025 128 Safety Committees, which provide a forum for reporting of work-related hazards. The company also follows the ‘Stop Work’ principle. In alignment with this principle, all employees, contractors, and visitors, are authorized to stop any work/activity deemed unsafe. d . Do the employees/workers of the entity have access to non-occupational medical and healthcare services? Yes. Employees have access to non-occupational medical and health services through the following provisions: • Connect and Heal (CNH): This online service, available 24/7 , offers medical consultation (both audio and video consultation) as well as emergency assistance. All employees and eligible dependents can avail this service. • Mediclaim facilities: The company has a Mediclaim tie-up with ICICI Lombard, supported by a Third-Party Administrator (TPA) i.e., Paramount Health Services & Insurance TPA Pvt. Ltd. • Employee Assistance Programme (EAP): This service offers personal, confidential, and professional counseling, available to employees and their family members via the telephone, email, or face-to-face interactions. Counseling can be availed in English and regional languages, at any given time. Furthermore, we also provide access to wellness apps such as Headspace and Thrive along with online counseling services through ICAS and informative webinars, emphasizing the company’s commitment towards the mental health and overall well-being of its employees. The company also actively promotes psychological safety to further strengthen the safety and wellness of employees through training programmes. 11. D etails of safety related incidents, in the following format: Safety Incident/Number Category CY 2025 Current calendar year CY 2024 Previous calendar year Lost Time Injury Frequency Rate (LTIFR) (per one million-person hours worked) Employees - - Workers - - Total recordable work-related injuries Employees - - Workers - - No. of fatalities Employees - - Workers - - High consequence work-related injury or ill-health (excluding fatalities) Employees - - Workers - - 12. D escribe the measures taken by the entity to ensure a safe and healthy workplace: C IL firmly believes in providing a safe, supportive, and friendly workplace environment – a workplace where our values come to life through supporting behaviors. A positive workplace environment and a great employee experience are integral parts of our culture. T he Company aims to provide an ergonomically safe and comfortable work environment at all offices and plants. The Company regularly provides annual preventive health checks for all employees. A c ore component of the Company’s diversity and inclusion ambition is agile working which encompasses a wide range of working options enabling employees to work flexibly at their full potential. Part-time working, work from home and flexible hours are some options granted under these initiatives. A ll three manufacturing plants of CIL are certified with the Environment Management System (ISO 14001:2015), Occupational Health and Safety Management System (ISO 45001:2018) and Quality Management System Standard (ISO 9001:2015), with two of the Company’s plants certified with Automotive Quality Management System IATF 16949:2016. Castrol Patalganga plant received the OHSSAI Gold and BSC Merit Awards, Silvassa won the Golden Peacock Award for Occupational Health & Safety. These achievements underscore our unwavering commitment to HSE&C excellence and continuous improvement. The leadership team maintains the highest standards of occupational HSSE by reviewing business safety performance on monthly basis.
Page 102
129 Statutory Reports Corporate OverviewFinancial Statements T he India Sexual Harassment Prevention and Grievance Handling Policy (the “Policy”) was rolled out in April 2014. This Policy provides guidance around the process to raise such a grievance and methodology for recourse and redressal of the grievance. While the Policy is based on the ‘The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013’, which deals specifically with acts committed against women, CIL follows this policy irrespective of gender. 13. N umber of complaints on the following made by employees and workers: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Filed during the year Pending resolution at the end of year Remarks Filed during the year Pending resolution at the end of year Remarks Working Conditions - - - - - - Health & Safety - - - - - - 14. A ssessments for the year: Particulars % of your plants and offices that were assessed (by entity or statutory authorities or third parties) Health and safety practices 100% Working Conditions 100% M anufacturing facilities are assessed on health and safety practices through the Occupational Health and Safety Management System (ISO 45001:2018) audit carried out by an external certifying agency. 15. P rovide details of any corrective action taken or underway to address safety-related incidents (if any) and on significant risks / concerns arising from assessments of health & safety practices and working conditions: N ot applicable. Leadership Indicators 1. D oes the entity extend any life insurance or any compensatory package in the event of death of (A) Employees (Y /N) (B) Workers (Y /N). ( A) Employee – Yes, the company provides life insurance benefit to its employees wherein in case of death of an employee, life insurance benefit is provided to the family/nominee. ( B) Workers – Yes, the company provides life insurance benefit to its workmen/technicians wherein in case of death of a worker/technician, life insurance benefit is provided to the family/nominee. 2. P rovide the measures undertaken by the entity to ensure that statutory dues have been deducted and deposited by the value chain partners: T he Company undertakes statutory compliance review, due diligence review, etc. from time to time to ensure that it adheres to the requirements of deduction and deposit of employee dues like income tax, provident fund, professional tax, ESIC, etc. In case of value chain partners, they are equally responsible to comply as per the requirements. 3. P rovide the number of employees / workers having suffered high consequence work related injury / ill-health / fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment: Particulars Total no. of affected employees/ workers No. of employees/workers that are rehabilitated and placed in suitable employment or whose family members have been placed in suitable employment CY 2025 Current calendar year CY 2024 Previous calendar year CY 2025 Current calendar year CY 2024 Previous calendar year Employees - - - - Workers - - - - Q Q
Page 103
Castrol India Limited | Annual R eport 2025 130 4. D oes the entity provide transition assistance programmes to facilitate continued employability and the management of career endings resulting from retirement or termination of employment? (Yes/No) Y es, we have established career placement services for handling severance cases. 5. D etails on assessment of value chain partners: % of value chain partners (by value of business done with such partners) that were assessed Health and safety conditions - Working conditions - 6. P rovide details of any corrective actions taken or underway to address significant risks / concerns arising from assessments of health and safety practices and working conditions of value chain partners: N ot applicable. Principle 4: Businesses should respect the interests of and be responsive to all its stakeholders Essential Indicators 1. D escribe the processes for identifying key stakeholder groups of the entity: A t CIL, stakeholder identification encompasses identifying potential stakeholders, categorizing them, analyzing their interest and influence, and prioritizing them accordingly. An engagement plan is developed, and Relationship Managers address specific concerns. This process is continuously reviewed to ensure effective engagement and to address each individual’s/group’s needs. 2. L ist stakeholder groups identified as key for your entity and the frequency of engagement with each stakeholder group: Stakeholder Group Whether identified as Vulnerable & Marginalized Group (Yes/No) Channels of communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify) Purpose and scope of engagement including key topics and concerns raised during such engagement Employees No Quarterly employee townhalls Senior leadership engagements Quarterly wellness sessions T raining programmes and onboarding sessions In ternal communication VIV A Engage One bp intranet portal Annual employee conference and pulse survey Ongoing/need based Business and performance updates bp pur pose and strategy, new culture frame ‘Who we are’ Ph ysical & mental well-being sessions C ode of conduct, Ethics & compliance, Cyber Security Diversity, and inclusion Gr owth week: new skills, learning & development
Page 104
131 Statutory Reports Corporate OverviewFinancial Statements Stakeholder Group Whether identified as Vulnerable & Marginalized Group (Yes/No) Channels of communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify) Purpose and scope of engagement including key topics and concerns raised during such engagement Shareholders and Investors No Annual General Meetings (AGM) Shareholder interactions at AGMs Pr ess conferences and media releases Announcement through stock exchanges C ompany website De dicated email ID for Investor Grievances Investor/Analyst meet Information disseminated on stock exchanges, company websites and through newspaper publications, where applicable: Quarterly financial statements In vestor presentations Annual report Proceedings and outcomes of general meetings S chedule of Investor/ Analyst meet and recordings of price earning calls Ongoing/ need based/ Annually/ Quarterly Financial performance Operational performance New product launches Business strategy Sustainability CS R programmes Corporate Governance Amendment in MOA Material changes / disclosures Collaborations with other stakeholders. M oU, partnerships Grie vance Redressal Customers No C ustomer Portal - Online customer portal for direct customers and distributors YUKTI- WhatsApp based chatbot for all customers. Ongoing/need based F or order placement by customers to CIL and relevant customer-related information. F or customer query and complaint resolution. Business Partners No Face-to-face engagements Online sessions C astrol academy Annually/half- yearly/quarterly/ need based Agreements Relationship Management Q Q
Page 105
Castrol India Limited | Annual R eport 2025 132 Stakeholder Group Whether identified as Vulnerable & Marginalized Group (Yes/No) Channels of communication (Email, SMS, Newspaper, Pamphlets, Advertisement, Community Meetings, Notice Board, Website), Other Frequency of engagement (Annually/ Half yearly/ Quarterly / others – please specify) Purpose and scope of engagement including key topics and concerns raised during such engagement Government and regulatory Bodies No Following, as applicable under the prevailing laws: S ubmission of reports and returns Dir ectives and circulars W ritten communication S tock exchange filings Indust ry associations Visiting regulatory offices Annually/half- yearly/quarterly/ need based Regulatory Compliance Propelling social leadership and empowerment Supporting a safe and secure workplace, respect for human rights and adherence to ethical standards of work Communities - truck drivers, mechanics and their family members, beneficiaries around plants - and NGOs Yes Trainings E co-system engagements M eetings and discussions Videos A wareness workshops Employee volunteering programme C ommunity programmes Annually/half- yearly/quarterly/ need based R oad safety training Technical upskilling for mechanics H ealth and wellbeing sessions F inancial and digital literacy training S takeholder meetings Entrepreneurship and LifeSkills training Behavior change programmes in communities around areas of operation Leadership Indicators 1. P rovide the processes for consultation between stakeholders and the Board on economic, environmental, and social topics or if consultation is delegated, how is feedback from such consultations provided to the Board: A t CIL, stakeholder consultation plays a critical role in identifying and addressing economic, environmental, and social concerns. The Risk Management Committee (RMC) is responsible for overseeing CIL ’s sustainability agenda. Stakeholders are engaged to consider and understand the broader environmental, social and governance contexts in which the company operates and its associated risks. E ach department deals with its respective stakeholders and collects feedback on various issues. These delegated departments engage in several forms of stakeholder consultation which may involve surveys, focus groups, public consultations, individual meetings, annual general meetings, or online engagements. The purpose is to gather thoughts, opinions, and concerns on various topics related to the organization’s operations impacting economy, environment, and society. All key points, concerns, and suggestions raised during these consultations are documented and analyzed to understand the concerns of stakeholders, their potential impacts, and possible responses. Regular reports summarizing the feedback from these consultations and analyses are submitted to various committees of the Board for their review. The guidance from these reviews is then passed down to the management for execution.
Page 106
133 Statutory Reports Corporate OverviewFinancial Statements 2. W hether stakeholder consultation is used to support the identification and management of environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs received from stakeholders on these topics were incorporated into policies and activities of the entity: Y es, stakeholder consultation is indeed used to support the identification and management of environmental and social topics. Stakeholder consultations play an instrumental role in helping us understand their concerns, expectations and the potential impact of our operations on them. This process is an important input as we implement our actions for inclusive growth and sustainable development. W e consistently engage in consultations with stakeholders in a variety of ways. Regular needs study, and impact assessments are undertaken as an integral part of our commitment to the community. This includes continuous updates to technical modules, based on feedback from local communities and to keep pace with external technological advancements. M oreover, we strive to maintain ongoing dialogue with communities and stakeholders, ensuring our services remain relevant and beneficial; example introduction of health and wellbeing programs, EV readiness training to mechanics and financial/digital literacy training to truck drivers. I n summary, stakeholder consultation significantly influences the shaping of our activities towards social and environmental issues, allowing us to balance our business objectives with our commitment to our stakeholders, society and the environment. 3. P rovide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/ marginalized stakeholder groups: A t CIL, we believe that we have a responsibility to bring enduring positive value to communities we work with. In line with our core theme to keep India moving, we have and will continue to build enduring and engaging relationships with key stakeholders in the mobility sector. T he Company’s CSR efforts are directed towards mechanics and truck drivers who play a significant role in keeping the wheels of this sector moving. Truck drivers carry most freight traffic in the country, while mechanics service one of the largest automotive markets in the world. However, their skills, livelihood opportunities and socio-economic conditions need more focus. At CIL, we are committed to making a positive impact in the lives of these truck drivers and mechanics by preparing them to face today’s reality and leverage tomorrow’s opportunity. More than 590,000 truck drivers and mechanics have benefited from these programmes. Contributing to the overall empowerment and upliftment of this community, enabling them to earn a sustainable livelihood and live with pride is the key motto of CIL ’s CSR programmes - Sarathi Mitra and Eklavya. T he Company continues to engage with the communities around its plant and other areas of presence through various community development programmes ‘Ujjwal Kal’ focused on women empowerment, upskilling for youth, education and sustainable development initiatives in the communities. Our employee engagement activities in the community include various program like awareness session on health and well-being, supporting self-help group in market linkages, factory visit for communities members etc. Principle 5: Businesses should respect and promote human rights Essential Indicators 1. E mployees and workers who have been provided training on human rights issues and policy(ies) of the entity, in the following format: Category CY 2025 CY 2024 Total (A) No. of employees / workers covered (B) % (B/A) Total (C) No. of employees / workers covered (D) % (D/C) Employees Permanent 479 479 100% 482 482 100% Other than permanent 82 82 100% 81 81 100% Total employees 561 561 100% 563 563 100% Q Q
Page 107
Castrol India Limited | Annual R eport 2025 134 Category CY 2025 CY 2024 Total (A) No. of employees / workers covered (B) % (B/A) Total (C) No. of employees / workers covered (D) % (D/C) Workers Permanent 153 153 100% 157 157 100% Other than permanent 115 115 100% 115 115 100% Total workers 268 268 100% 272 272 100% b p’s Human Rights Policy was launched in 2013 and as revised in 2020 it applies to every employee and worker at bp / Castrol. There are many ways in which human rights issues might be associated with our activities, including impacts on people’s livelihoods, access to water, land and resources, workforce rights – including modern slavery, and the actions of the security personnel who protect our sites. Applicable aspects in the Human rights policy such as child labor, discrimination, harassment and working conditions are covered as a part of mandatory Code of Conduct training for all employees and workers at CIL. Principles on Labour Rights and Modern Slavery (LRMS) such as clear employment status, protection of young persons, freedom from forced labour, grievance process, work environment, freedom of association training is also provided to all employees and contractors across the manufacturing facilities on an annual basis. O ur actions and operations can also bring about major benefits and improvements to individuals, communities and society. The policy document (link below) further details bp’s Commitment and outlines how these are delivered. https:/ /www.bp.com/content/dam/bp/business-sites/en/global/corporate/pdfs/sustainability/group-reports/bp- human-rights-policy.pdf 2. D etails of minimum wages paid to employees and workers, in the following format: Category CY 2025 Current calendar year CY 2024 Previous calendar year Total (A) Equal to Minimum Wage More than Minimum Wage Total (D) Equal to Minimum Wage More than Minimum Wage No. (B) % (B/A) No. (C) % (C/A) No. (E) % (E/D) No. (F) % (F/D) Employees Permanent 479 - - 479 100% 482 - - 482 100% Male 394 - - 394 100% 393 - - 393 100% Female 85 - - 85 100% 89 - - 89 100% Other than Permanent 82 82 100% 81 81 100% Male 55 55 100% 54 54 100% Female 27 27 100% 27 27 100% Workers Permanent 153 - - 153 100% *157 - - *157 100% Male 148 - - 148 100% 152 - - 152 100% Female 5 - - 5 100% 5 - - 5 100% Other than Permanent 115 115 100% - - 115 115 100% - - Male 113 113 100% - - 115 115 100% - - Female 2 2 100% - - - - - - - * Previous year figures have been restated and corrected wherever required.
Page 108
135 Statutory Reports Corporate OverviewFinancial Statements 3. D etails of remuneration/salary/wages, in the following format: a . Median remuneration / wages: (updated as on 31 Dec) Particulars Gender Total Number Median remuneration/salary/ wages of respective category (`) Board of Directors (BoD)* Male 2 5,92,48,382 Female - - Key Managerial Personnel Male 2 5,92,48,382 Female 1 1,96,04,122 Employees other than BoD and KMP# Male 388 48,33,979 Female 85 47,20,100 Workers## Male 150 14,19,613 Female 4 12,56,138 * Includes Whole-time Directors who have served for the full year, for median remuneration and excludes Independent Directors and Nominee Directors in order to give an appropriate representation. # Includes employees who have served for the full year, for median remuneration and excludes workers. ## Includes workers who have served for the full year, for median remuneration. b . Gross wages paid to females as % of total wages paid by the entity, in the following format: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Gross wages paid to females as % of total wages 16.9% 17.3% 4. D o you have a focal point (Individual/Committee) responsible for addressing human rights impacts or issues caused or contributed to by the business? (Yes/No) T he Company has a whistle-blower mechanism called “OpenTalk’’. Employees are encouraged to raise any of their concerns Via their line managers or can use OpenTalk if they feel unable to raise concerns directly using OpenTalk including any that could be considered whistleblowing. Also, employees have been given access to reach out to the Audit Committee Chairman through a dedicated e-mail address indiaauditcommitteec@bp.com . No employee has been denied access to the Audit Committee concerning the Whistle Blower Policy. The POSH committee members are responsible for addressing sexual discrimination issues caused or contributed by the business. Furthermore, Grievance Committees have also been established as per statutory requirements at plant-level to redress grievances/issues of workmen. 5. D escribe the internal mechanisms in place to redress grievances related to human rights issues: W e have developed a well-defined Grievance Policy and a Disciplinary Policy tailored to handle matters related to employee work conditions or issues which affect them personally. A systematic investigation process exists in our business structure with clear roles, responsibilities, and accountabilities, along with trained investigators and decision- makers (People and Culture Line Manager/Business Head/Legal representatives). This process is under the oversight of the Ethics and Compliance Liaison department. A dditionally, OpenTalk serves as a global helpline for bp, providing a confidential medium for people to raise their issues or seek explanations about our code. Every report made will be kept confidential to the fullest extent possible consistent with law and good business practices. Q Q
Page 109
Castrol India Limited | Annual R eport 2025 136 6. N umber of Complaints on the following made by employees and workers: Particulars CY 2025 Current calendar year CY 2024 Previous calendar year Filed during the year Pending Resolution at the end of year Remarks Filed during the year Pending Resolution at the end of year Remarks Sexual Harassment - - - - - - Discrimination at workplace - - - - - - Child Labour - - - - - - Forced Labour/ Involuntary Labour - - - - - - Wages - - - - - - Other human rights related issues - - - - - - 7. C omplaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, in the following format: CY 2025 Current calendar year CY 2024 Previous calendar year Total Complaints reported under Sexual Harassment on of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH) - - Complaints on POSH as a % of female employees / workers - - Complaints on POSH upheld - - 8. Me chanisms to prevent adverse consequences to the complainant in discrimination and harassment cases. C IL has a Grievance Policy, a Disciplinary Policy and Prevention of Sexual Harassment Policy. The Company on a regular basis sensitizes its employees on the prevention of sexual harassment at the workplace through workshops, group meetings, online training modules and awareness programme which are held on a regular basis. C IL does not tolerate retaliation of any kind. All complaints can be made without fear of reprisal and with the assurance that the Company stands with its employees. Retaliation of any type against someone who reports harassment in good faith, against someone who provides information, or against someone who otherwise assists in a harassment investigation is not permitted. I f an individual believes he or she has been retaliated against for reporting harassment, for making a complaint of harassment, or for participating in an investigation related to harassment, they should immediately report the alleged retaliation to their line manager or any of the speak up channels. Any employee who is found to have acted in retaliation against someone after an investigation will face disciplinary action, which may include termination of employment. 9. D o human rights requirements form part of your business agreements and contracts? (Yes/No) Y es. CIL extends human rights requirements as a part of its business agreements and contracts. Human Rights (HuRi) clauses are incorporated across contracts coming up for renewals. A formal Human Rights Policy was launched in 2013 and revised in 2020, which applies to every employee at CIL. 10. A ssessments of the year: % of your plants and offices that were assessed (by entity or statutory authorities or third parties) Child labour 100% Forced/involuntary labour 100% Sexual harassment 100% Discrimination at workplace 100% Wages 100% C IL does not engage in or tolerate any violations of human rights in any form or manner and does not adopt any discriminatory employment practices. CIL performs risk-based assessments at periodic intervals.
Page 110
137 Statutory Reports Corporate OverviewFinancial Statements 11. P rovide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 9 above: N ot applicable – there were no significant risks / concerns arising from the assessments conducted in our premises. Leadership Indicators 1. D etails of a business process being modified / introduced as a result of addressing human rights grievances/complaints: N ot applicable for CIL as no significant grievances/complaints were received on human rights. 2. D etails of the scope and coverage of any Human rights due diligence conducted: H uman rights due diligence process and mechanisms are being established to enhance the current human rights assessment in CIL. Risk based assessments are conducted at periodic internals which include events like onboarding and renewal of agreements. Set criteria and risk-based reviews are performed. 3. I s the premise/office of the entity accessible to differently abled visitors, as per the requirements of the Rights of Persons with Disabilities Act, 2016? Y es, CIL premises/offices are accessible to differently abled employees and workers as per the requirements of the Rights of Persons with Disabilities Act, 2016. C IL offices in Chennai and Delhi are designed in accordance with the accessibility requirements of differently abled individuals. Some measures undertaken include wheelchair availability, dedicated parking slots, meeting room signages in Braille, adjustable desk availability, Herman Miller’s chairs, disability friendly elevators and ramps. 4. D etails on assessment of value chain partners: Particulars % of value chain partners (by value of business done with such partners) that were assessed Sexual harassment - Discrimination at workplace - Child labour - Forced/involuntary labour - Wages - Others – please specify - 5. P rovide details of any corrective actions taken or underway to address significant risks / concerns arising from the assessments at Question 4 above: N ot applicable Principle 6: Businesses should respect and make efforts to protect and restore the environment Essential Indicators 1. D etails of total energy consumption (in Joules or multiples) and energy intensity, in the following format: Parameter Unit of measurement CY 2025 Current calendar year CY 2024 Previous calendar year From renewable sources Total electricity consumption (A) GJ 16,301 *12,730 Total fuel consumption (B) GJ - - Energy consumption through other sources (C) GJ - - Total energy consumed from renewable sources (A+B+C) GJ 16,301 12,730 From non-renewable sources Total electricity consumption (D) GJ 577 4560 Total fuel consumption (E) GJ 15,893 14,973 Energy consumption through other sources (F) GJ - - Q Q
Page 111
Castrol India Limited | Annual R eport 2025 138 Parameter Unit of measurement CY 2025 Current calendar year CY 2024 Previous calendar year Total energy consumed from non-renewable sources (D+E+F) GJ 16,470 19,533 Total energy consumed (A+B+C+D+E+F) GJ 32,771 *32,263 Energy intensity per rupee of turnover (Total energy consumed / Revenue from operations) GJ/Rupee turnover 0.00000057 0.00000060 Energy intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total energy consumed / Revenue from operations adjusted for PPP) GJ/USD Turnover 0.0000116 0.0000123 Energy intensity in terms of physical output Specific Power Consumption GJ/KL 0.14 *0.14 Energy intensity (optional) – the relevant metric may be selected by the entity - - - * Previous year figures have been restated and corrected wherever required. 2. D oes the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, Achieve and Trade (PAT) Scheme of the Government of India? (Y /N) If yes, disclose whether targets set under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial action taken, if any: C IL works in a sector that is not categorized under designated consumers (DCs), so none of the facilities are identified under the Performance, Achieve and Trade (PAT) scheme. 3. P rovide details of the following disclosures related to water, in the following format: Parameter CY 2025 Current calendar year CY 2024 Previous calendar year Water withdrawal by source (in kilolitres) 4(i) S urface water - - (ii) Groundwater 21,281 20,757 (iii) Thir d party water (Municipal water supplies) 19,713 24,303 (iv) S eawater / desalinated water - - (v) Others (Rainwater storage) - 150 Total volume of water withdrawal (in kiloliters) (i + ii + iii + iv + v) 40,994 45,210 Total volume of water consumption (in kiloliters) * 40,994 45,210 Water intensity per rupee of turnover (Total water consumption / Revenue from operations) 0.00000072 KL/ Rupee turnover 0.00000084 KL/ Rupee turnover Water intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total water consumption / Revenue from operations adjusted for PPP) 0.000015 KL/USD turnover 0.000017 KL/USD turnover Water intensity in terms of physical output 0.17 KL/Volume in KL 0.20 KL/Volume in KL Water intensity (optional) – the relevant metric may be selected by the entity - - No te: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y /N) If yes, name of the external agency N o.
Page 112
139 Statutory Reports Corporate OverviewFinancial Statements 4. P rovide the following details related to water discharged: Parameter CY 2025 Current calendar year CY 2024 Previous calendar year Water discharge by destination and level of treatment (in kilo liters) (i) T o Surface water - - - N o treatment - - - With treatment – please specify level of treatment - - (ii) T o Groundwater - - - N o treatment - - - With treatment – please specify level of treatment - - (iii) T o Seawater - - - N o treatment - - - With treatment – please specify level of treatment - - (iv) S ent to third parties - - - N o treatment - - - With treatment – please specify level of treatment (send to CETP after treatment) 52 55 (v) Others - - - N o treatment - - - With treatment – Tertiary treatment - - Total water discharged (in kilo liters) 52 55 No te: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y /N) If yes, name of the external agency N o. 5. H as the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage and implementation. C IL has been working to reduce freshwater consumption in its manufacturing facilities. Initiatives such as sprinkler systems and water-efficient taps have been implemented. Each facility has water balance flow charts to monitor freshwater usage and identify conservation measures. Silvassa: Fresh water is used only for domestic and cooling tower operations. The cooling tower blowdown water, which is minimal in quantity, is sent to CETP for treatment. The domestic wastewater is treated in an in-house sewage treatment plant, and the treated water is used for gardening within the plant premises. This plant operates as a Zero Liquid Discharge facility. The plant has also installed rainwater harvesting system which is expected to operate at capacity the following year. T he Paharpur and Patalganga plants send their wastewater to CETP for further treatment. 6. P lease provide details of air emissions (other than GHG emissions) by the entity, in the following format: Parameter Please specify unit CY 2025 Current calendar year CY 2024 Previous calendar year NOx Kg 125 *120 SOx Kg 485 *445 Particulate matter (PM2.5) Kg 261 251 Particulate matter (PM10) Kg - - Persistent organic pollutants (POP) Kg - - Volatile organic compounds (VOC) Kg - - Hazardous air pollutants (HAP) Kg - - * Previous year figures have been restated and corrected wherever required. Q Q
Page 113
Castrol India Limited | Annual R eport 2025 140 No te: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y /N) If yes, name of the external agency. Y es. The parameters and the schedule of monitoring along with the stack monitoring reports (emissions generated from DG sets) and the compliance with the regulatory requirements are audited through the Environment management system and verified by a certified third-party agency. 7. P rovide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the following format: Parameter Unit CY 2025 Current calendar year CY 2024 Previous calendar year Total Scope 1 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) Metric tons of CO2 equivalent 769 724 Total Scope 2 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) Metric tons of CO2 equivalent 114 1047 Total Scope 1 and Scope 2 emissions Metric tons of CO2 equivalent 883 1771 Total Scope 1 and Scope 2 emission intensity per rupee of turnover (Total Scope 1 and Scope 2 GHG emissions / Revenue from operations) Metric tons of CO2 equivalent/ turnover in Crore 0.15 0.33 Total Scope 1 and Scope 2 emission intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total Scope 1 and Scope 2 GHG emissions / Revenue from operations adjusted for PPP) Metric tons of CO2 equivalent/ turnover in USD 0.00000031 0.00000067 Total Scope 1 and Scope 2 emission intensity in terms of physical output Metric tons of CO2 equivalent/kilolitre 0.004 0.008 This Total Scope 1 and Scope 2 emission intensity (optional) – the relevant metric may be selected by the entity - - - No te: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y /N) If yes, name of the external agency. N o. 8. D oes the entity have any project related to reducing Green House Gas emission? If Yes, then provide details: C IL has been working towards reducing the GHG emissions through process improvements, energy monitoring systems, energy efficiency measures and renewable alternatives. Installation of Solar photovoltaic plant within premises and purchasing renewable energy are the different options studied with respective to the plant locations and the key actions implemented are listed below: Scope 1 emissions Transition to lower Emission Factor heating fuel has helped reduce Scope 1 emissions in operations Scope 2 emissions 1. S ilvassa plant: The solar plant is fully operational and solar electricity generated for its own consumption. Additionally, Renewable Energy Certificates have been procured. 2. P atalganga plant: The facility purchases green energy for 100% of its operations. 3. P aharpur plant: A rooftop solar photovoltaic system is currently in operation. Additionally, Renewable Energy Certificates have been procured. 4. C orporate office in Mumbai continues to procure green power for 100% operations. 5. C ontinuous improvement measures are undertaken across CIL ’s manufacturing operations resulting in consistent year-on-year energy efficiency.
Page 114
141 Statutory Reports Corporate OverviewFinancial Statements 9. P rovide details related to waste management by the entity, in the following format: Parameter CY 2025 Current calendar year CY 2024 Previous calendar year Total Waste generated (in metric tons) Plastic waste (A) 147.73 110.96 E- waste (B) 3.42 68.28 Bio-medical waste (C) 0.01 0.10 Construction and demolition waste (D) - - Battery waste (E) - - Radioactive waste (F) - - Other Hazardous waste -excluding e-waste and biomedical waste (G) 897.05 773.62 Other Non-hazardous waste generated (H) - excluding plastic waste 496.51 503.54 Total (A+B + C + D + E + F + G + H) 1544.72 1456.52 Waste intensity per rupee of Turnover (Total waste generated / Revenue from operations) 0.0000000270 MT/ Rupee turnover 0.0000000271 MT/ Rupee turnover Waste intensity per rupee of turnover adjusted for Purchasing Power Parity (PPP) (Total waste generated / Revenue from operations adjusted for PPP) 0.00000055 MT/USD turnover 0.00000055 MT/USD turnover Waste intensity in terms of physical output 0.007 MT/KL 0.006 MT/KL Waste intensity (optional) – the relevant metric may be selected by the entity - - For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in metric tons) Category of waste (i) Recycled 1527.24 1442.67 (ii) Re-used - - (iii) Other recovery operations - - Total 1527.24 1442.67 For each category of waste generated, total waste disposed by nature of disposal method (in metric tons) Category of waste (i) Incineration 16.59 13.33 (ii) Landfilling - - (iii) L andfilling after incineration - - Total 16.59 13.33 10. B riefly describe the waste management practices adopted in your establishments. Describe the strategy adopted by your company to reduce usage of hazardous and toxic chemicals in your products and processes and the practices adopted to manage such wastes: C IL employs the PATH360 guiding principles around circularity to minimize waste generated from its operations. Waste generated data is monitored and reviewed at the leadership level. The production process does not use any toxic chemicals. CIL ’s waste management practices are audited during the Environment Management System audit. Hazardous waste: Hazardous waste quantities are regularly monitored, recorded and sent to authorized recyclers as per the facility’s hazardous waste authorization rules stipulated by the Pollution Control Board. Corresponding manifests, forms and annual returns are maintained at the respective facilities. Non-Hazardous waste: Non-hazardous waste quantities are routinely monitored, recorded and sent to company authorized recyclers. Details about this are reported in the annual Environment statement. Q Q
Page 115
Castrol India Limited | Annual R eport 2025 142 11. I f the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) where environmental approvals / clearances are required, please specify details in the following format: S. No. Location of operations/ offices Type of operations Whether the conditions of environmental approval / clearance are being complied with? (Y/N) If no, the reasons thereof and corrective action taken, if any. No manufacturing facilities and offices are located or planned in/around ecologically sensitive areas. 12. D etails of environmental impact assessments of projects undertaken by the entity based on applicable laws, in the current financial year: Name and brief details of project EIA Notification No. Date Whether conducted by independent external agency (Yes / No) Results communicated in public domain (Yes / No) Relevant Web link EIA is not applicable as none of our projects are carried out in ecologically sensitive areas. 13. I s the entity compliant with the applicable environmental law/ regulations/ guidelines in India; such as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, Environment protection act and rules thereunder (Y /N). If not, provide details of all such non-compliances, in the following format: C IL is in compliance with all applicable environmental rules and regulations. Verification of this compliance is conducted during the Environment Management System audit. S. No. Specify the law / regulation / guidelines which was not complied with Provide details of the non-compliance Any fines / penalties / action taken by regulatory agencies such as pollution control boards or by courts Corrective action taken, if any No non-compliance has been noted. Leadership Indicators 1. W ater withdrawal, consumption and discharge in areas of water stress (in kilo liters): F or each facility / plant located in areas of water stress, provide the following information: ( i) Name of the area: ( ii) Nature of operations: ( iii) Water withdrawal, consumption, and discharge in the following format: Parameter CY 2025 Current calendar year CY 2024 Previous calendar year Water withdrawal by source (in kilolitres) (i) S urface water - - (ii) Groundwater - - (iii) Thir d party water - - (iv) S eawater / desalinated water - - (v) Others - - Total volume of water withdrawal (in kilolitres) - - Total volume of water consumption (in kilolitres) - - Water intensity per rupee of turnover (Water consumed / turnover) - - Water intensity (optional) – the relevant metric may be selected by the entity - - Water discharge by destination and level of treatment (in kilolitres) (i) In to Surface water - - - No treatment - - - With treatment – please specify level of treatment - -
Page 116
143 Statutory Reports Corporate OverviewFinancial Statements Parameter CY 2025 Current calendar year CY 2024 Previous calendar year (ii) In to Groundwater - - - No treatment - - - With treatment – please specify level of treatment - - (iii) In to Seawater - - - No treatment - - - With treatment – please specify level of treatment - - (iv) S ent to third parties - - - No treatment - - - With treatment – please specify level of treatment - - (v) Others - - - No treatment - - - With treatment – please specify level of treatment - - Total water discharged (in kilolitres) NA NA 2. P lease provide details of total Scope 3 emissions & its intensity, in the following format: Parameter Unit CY 2025 Current calendar year CY 2024 Previous calendar year Total Scope 3 emissions (Break-up of the GHG into CO2, CH4, N2O, HFCs, PFCs, SF6, NF3, if available) Metric tonnes of CO2 equivalent - - Total Scope 3 emissions per Crore of turnover - - - Total Scope 3 emission intensity (optional) – the relevant metric may be selected by the entity - - - Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external agency? (Y /N) If yes, name of the external agency. No 3. W ith respect to the ecologically sensitive areas reported at Question 10 of Essential Indicators above, provide details of significant direct & indirect impact of the entity on biodiversity in such areas along-with prevention and remediation activities: N ot applicable 4. I f the entity has undertaken any specific initiatives or used innovative technology or solutions to improve resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please provide details of the same as well as outcome of such initiatives, as per the following format: S. No. Initiative undertaken Details of the initiative (Web-link, if any, may be provided along-with summary) Outcome of the initiative 1. Reuse of flush oil generated in operations across operations Increasing circularity - Reduction in waste oil (hazardous waste) generation 2. Rainwater Harvesting Solution Increasing circularity - Reduction in freshwater consumption 3. Using Green Energy across manufacturing locations. Reduction in GHG emissions 4. Continuous Improvement measures through optimization of agitators, recirculation pumps, cooling systems 5. Formulation optimization to reduce process heating 6. Continue use of LNG & CNG Vehicles in the transportation network 7. 60% recycled content in bottles and 30% recycled content in Pail packaging Increasing circularity - Recycling of plastic for use in packaging Q Q
Page 117
Castrol India Limited | Annual R eport 2025 144 5. D oes the entity have a business continuity and disaster management plan? Give details in 100 words/web link: B usiness Continuity Plan: Failure to address an incident effectively could potentially disrupt our business. A robust Crisis Management process enables us to address any incident or issues (safety, environment or product quality) which may escalate into an internal or ext ernal crisis. We have a detailed Business Continuity Plan (BCP), Incident Management Plan, Crisis Communication Plan, Emergency Response Plan and Tactical Management Plan for all sites. Regular annual trainings and exercises are conducted for team members in charge of the above plans in case of emergencies. A detailed Business Continuity Plan provides guidance on the actions to be taken to remain operational at acceptable levels, during and after a disruptive event, and to resume normal operations as quickly and effectively as possible. The BCP includes eight possible business disruptions and has detailed contingency strategies and action plans to mitigate them. I ncident Management Plan: CIL has an Incident Management Plan (IMP) that outlines broadly the guidelines for emergency response and incident escalation and management. The IMP is applicable across CIL ’s operations (manufacturing units and offices). The Incid ent Management Team (IMT) operates in line with the IMP. The response of the IMT is defined through a structured process flowchart aligned to bp 3 Tier Response System. The primary role of the IMT is to verify safety of responders, manage incident impacts, direct emergency response to the incident and brief the BST (Business Support Team) and/or CST (Country Support Team) on status response activities. 6. D isclose any significant adverse impact to the environment, arising from the value chain of the entity. What mitigation or adaptation measures have been taken by the entity in this regard? C IL has not identified significant adverse environmental impact in our value chain. 7. P ercentage of value chain partners (by value of business done with such partners) that were assessed for environmental impacts: N il 8. Ho w many green credits have been generated or procures: a . By the listed entity Not applicable b . By the top ten ( in terms of value of purchases and sales, respectively) value chain partners Not applicable PRINCIPLE 7 Businesses, when engaging in influencing public and regulatory policy, should do so in a manner that is responsible and transparent Essential Indicators 1. a . Number of affiliations with and industry chambers/ associations: Eleven b . List the top 10 trade and industry chambers/ associations (determined based on the total members of such a body) the entity is a member of/ affiliated to: S. No. Name of the trade and industry chambers/ associations Reach of trade and industry chambers/ associations (State/National) 1 ASCI - The Advertising Standards Council of India National 2 Bombay Chambers of Commerce and Industry State 3 Confederation of Indian Industry National 4 Employer’s Federation of India (EFI) National 5 Federation of Indian Chambers of Commerce and Industry (FICCI) National 6 International Market Assessment India Pvt Ltd National 7 Patalganga and Rasayani Industrial Association State 8 Silvassa Industries Association State 9 The Indian Society of Advertisers (ISA) National 10 Automotive Component Manufacturers Association (ACMA) National
Page 118
145 Statutory Reports Corporate OverviewFinancial Statements 2. P rovide details of corrective action taken or underway on any issues related to anti-competitive conduct by the entity, based on adverse orders from regulatory authorities: N ot applicable Leadership Indicators 1. D etails of public policy positions advocated by the entity: S. No. Public policy advocated Method resorted for such advocacy Whether information available in the public domain? (Yes/No) Frequency of Review by Board (Annually/ Half yearly/ Quarterly / Others – please specify) Web Link, if available The company strategically channels industry-specific suggestions and contributions through active participation in trade bodies or associations, rather than direct public advocacy. PRINCIPLE 8 Businesses should promote inclusive growth and equitable development Essential Indicators 1. D etails of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable laws, in the current financial year: Name and brief details of project SIA Notification No. Date of notification Whether conducted by independent external agency (Yes / No) Results communicated in public domain (Yes / No) Relevant Web Link Not applicable. No assessments were undertaken or necessitated during the reporting period. 2. P rovide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being undertaken by your entity, in the following format: S. No. Name of Project for which R&R is ongoing State District No. of Project Affected Families (PAFs) % of PAFs covered by R&R Amounts paid to PAFs in the FY (In `) Not applicable as there are no ongoing projects as such. 3. D escribe the mechanisms to receive and redress grievances of the community: O penTalk serves as a global helpline for bp, providing a confidential medium for people to raise their issues or seek explanations about our code. This service is managed by an autonomous enterprise, accessible 24/7 and provides assistance in over 75 different languages. Anyone, including contractors, partners, suppliers, customers and local community members can use OpenTalk. Anyone has the right to contact OpenTalk anonymously, except where this is prohibited by law 4. P ercentage of input material (inputs to total inputs by value) sourced from suppliers: Parameter CY 2025 Current calendar year CY 2024 Previous calendar year Directly sourced from MSMEs/small producers 5% 5% Directly from within India 48% 47% 5. J ob creation in smaller towns – Disclose wages paid to persons employed (including employees or workers employed on a permanent or non-permanent / on contract basis) in the following locations, as % of total wage cost: Location CY 2025 Current calendar year CY 2024 Previous calendar year Rural 12% 10% Semi-urban 6% 6% Urban 1% 1% Metropolitan 82% 83% * (Place to be categorized as per RBI Classification System - rural / semi-urban / urban / metropolitan) Q Q
Page 119
Castrol India Limited | Annual R eport 2025 146 Leadership Indicators 1. P rovide details of actions taken to mitigate any negative social impacts identified in the Social Impact Assessments (Reference: Question 1 of Essential Indicators above): Details of negative social impact identified Corrective action taken Not applicable 2. P rovide the following information on CSR projects undertaken by your entity in designated aspirational districts as identified by government bodies: State Aspirational districts Beneficiaries Covered Amount (`) Karnataka Yadgiri 192 7,27,680 Madhya Pradesh Chhatarpur 165 4,69,425 Uttar Pradesh Fatehpur 559 15,90,355 Madhya Pradesh Khandwa 166 4,72,270 Rajasthan Karauli 70 1,99,150 West Bengal Birbhum 2870 1,05,93,170 Maharashtra Jalgaon 1289 47,57,699 3. ( a) Do you have a preferential procurement policy where you give preference to purchase from suppliers comprising marginalized/vulnerable groups? (Yes/No) No. The suppliers primarily considered for procurement of input materials include refineries and chemical industries. ( b) From which marginalized/vulnerable groups do you procure? Not applicable ( c) What percentage of total procurement (by value) does it constitute? Not applicable 4. D etails of the benefits derived and shared from the intellectual properties owned or acquired by your entity (in the current financial year), based on traditional knowledge: S. No. Intellectual Property based on traditional knowledge Owned/Acquired (Yes/No) Benefit shared (Yes / No) Basis of calculating benefit share - 5. D etails of corrective actions taken or underway, based on any adverse order in intellectual property related disputes wherein usage of traditional knowledge is involved: Name of authority Brief of the Case Corrective action taken - 6. D etails of beneficiaries of CSR Projects: @S. No. CSR Projects No. of persons benefited from CSR Projects 2025 % of beneficiaries from vulnerable and marginalized groups 1 Castrol Sarathi Mitra - The programme aims to holistically improve the lives of truck drivers through interventions that enable a sustainable livelihood and opportunities for socio-economic growth. 53,659 truck drivers 100% 2 Castrol Eklavya - The programme offers skilling initiatives in the automotive industry aiming to deliver inclusive growth for mechanics, covering the basics and focusing on diagnostic skills 26,243 mechanics 100% 3 Castrol Ujjwal Kal - Community development initiatives in key areas of education, upskilling and health. 4,804 beneficiaries in communities near plants 100%
Page 120
147 Statutory Reports Corporate OverviewFinancial Statements @S. No. CSR Projects No. of persons benefited from CSR Projects 2025 % of beneficiaries from vulnerable and marginalized groups 4 Programme for driving safety - Castrol 2 Wheels 1 Life – educating the youth on safe two-wheeler riding techniques and sensitizing them on road safety; encouraging the formation of Road Safety Clubs, with trained youth as ambassadors of Road Safety, to educate their peers. 21,075 two-wheeler riders in Mumbai and Pune - PRINCIPLE 9 Businesses should engage with and provide value to their consumers in a responsible manner Essential Indicators 1. D escribe the mechanisms in place to receive and respond to consumer complaints and feedback: T he company is committed to addressing consumer queries, complaints and feedback in a timely manner. To this end, it has established a dedicated call center, which operates in English and seven other regional languages. Customers can reach the call center at 18002098100 or 1800222100. Additionally, the company has set up an email address, customercare.india@castrol.com , for addressing queries and feedback. Each consumer pack prominently displays these contact details. Several efficient workflows are in place to ensure all queries are addressed in a timely manner. 2. T urnover of products and/services as a percentage of turnover from all products/service that carry information about: Parameter As a percentage to total turnover Environmental and social parameters relevant to the product - Safe and responsible usage 100% Recycling and/or safe disposal 100% P roduct Data Sheets and Material Safety Data Sheets list specific guidelines to ensure safe and responsible usage and disposal instructions for CIL ’s products. The company also includes requisite disclosures on the packaging of its products. Additionally, CIL also undertakes information sharing through multiple channels of engagement to provide information to stakeholders on responsible practices. 3. N umber of consumer complaints in respect of the following: Particulars CY 2025 (Current Calendar year) CY 2024 (Previous Calendar year) Received during the year Pending resolution at end of year Remarks Received during the year Pending resolution at end of year Remarks Data privacy - - - - - - Advertising - - - - - - Cyber-security - - - - - - Delivery of essential Services - - - - - - Restrictive Trade Practices - - - - - - Unfair Trade Practices - - - - - - Other - - - 4. D etails of instances of product recalls on account of safety issues: Particulars Number Reasons for recall Voluntary recalls - - Forced recalls - - 5. D oes the entity have a framework/ policy on cyber security and risks related to data privacy? (Yes/No) If available, provide a web-link of the policy: Y es, the organization has established a system and guidelines regarding cyber security and issues pertaining to data privacy. Q Q
Page 121
Castrol India Limited | Annual R eport 2025 148 A v ariety of measures are implemented to manage risks associated with cyber security. This includes the application of cyber security policies and procedures, the utilization of security defense tools, continuous monitoring of threats, and the capacities to detect events. Also, we have response strategies for incidents and routinely run drills to evaluate our recovery skills and response tactics to cyber-attacks. Our cyber security education and awareness initiative provides training to our staff on subjects like phishing and the proper classification and handling of our data. Actively engaging with governments, law enforcement agencies and peer industries allows us to gauge and respond appropriately to new and upcoming threats. T he cyber security guidelines and framework can be found on the company’s intranet. bp’s Privacy Policy outlines our privacy compliance framework, detailing the arrangement of central and local privacy resources. Best practices for managing personal data are promoted by a central team backed by local privacy coordinators appointed by local management, all in compliance with the bp Code of Conduct, bp privacy rules and any local legislative obligations. 6. P rovide details of any corrective actions taken or underway on issues relating to advertising, and delivery of essential services; cyber security and data privacy of customers; re-occurrence of instances of product recalls; penalty / action taken by regulatory authorities on safety of products / services: N IL 7. P rovide the following information relating to data breaches: a . Number of instances of data breaches b . Percentage of data breaches involving personally identifiable information of customers c . I mpact, if any, of the data breaches Leadership Indicators 1. C hannels / platforms where information on products and services of the entity can be accessed (provide web link, if available): D etails about all the products and services offered by the company can be found on its website at https:/ /www.castrol. com/en_in/india/home.html 2. S teps taken to inform and educate consumers about safe and responsible usage of products and/or services: P roduct Data Sheets and Material Safety Data Sheets for all CIL ’s products have been made available on the CIL website (https:/ /thelubricantoracle.castrol.com/). These sheets detail procedures for safe usage and disposal of the company’s products. Additionally, requisite disclosures have also been included on the packaging of these products. 3. Me chanisms in place to inform consumers of any risk of disruption/discontinuation of essential services: A t CIL, we do not deal with any essential services, however, in event of any disruption or discontinuation of services, the company proactively informs its stakeholders through its website, social media platforms, distributor and retailer networks, sales representatives, emails etc. Also, customers can reach the call centers at 18002098100 or 1800222100 or email at customercare.india@castrol.com , for addressing queries and feedback. 4. D oes the entity display product information on the product over & above what Is mandated as per local laws? (Yes/No/ Not Applicable) If yes, provide details in brief? Did your entity carry out any survey with regard to consumer satisfaction relating to the major products / services of the entity, significant locations of operation of the entity or the entity as a whole? (Yes/No) C IL has a wide range of products. In addition to mandate as per local laws, wherever space permits, information about benefits accrued from usage of a product and the product functionality towards the benefit are also elaborated on each product label. Su rveys carried out with principal customers have prompted implementation of strategies to enhance consumer experience. Regular evaluations are also conducted on significant brands to ascertain brand strength and cognitive impact among consumers. NIL l l
Page 122
149 Statutory Reports Corporate OverviewFinancial Statements To The Members of Castrol India Limited Report on the Audit of the Financial Statements Opinion We have audited the accompanying financial statements of Castrol India Limited (the “Company”), which comprise the Balance Sheet as at December 31, 2025, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year ended on that date, and notes to the financial statements, including a summary of material accounting policies and other explanatory information. In our opinion and to the best of our information and according to the explanations given to us, the aforesaid financial statements give the information required by the Companies Act, 2013 (the “Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at December 31, 2025, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date. Basis for opinion We conducted our audit of the financial statements in accordance with the Standards on Auditing (“SA”s) specified under section 143(10) of the Act. Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (“ICAI”) together with the ethical requirements that are relevant to our audit of the financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the financial statements. Key Audit matter Key audit matter is the matter that, in our professional judgment, was of most significance in our audit of the financial statements of the current period. This matter was addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on this matter. We have determined the matter described below to be the key audit matter to be communicated in our report. Sr . No. Key Audit Matter Auditor’s Response 1 Fair Valuation of Investments (Refer Note 4.6 to the financial statements) The Company has investments of ` 442.80 Crore in Equity and Compulsory Convertible Preference Shares of TVS Automobile Solutions Pvt Ltd which are measured at fair value through other comprehensive income as per Ind AS 109 – Financial Instrument read with Ind AS 113 – Fair Value Measurement. These investments are Level 3 investments as per the fair value hierarchy in Ind AS 113 and accordingly determination of fair value is based on a high degree of judgement and input from data that is not directly observable in the market. Accordingly, it has been considered as a key audit matter. Principal audit procedures performed included the following: Our audit approach consisted testing of the design and operating effectiveness of the internal controls and substantive testing as under: Ob tained a detailed understanding of the Company’s process and controls established by the Company in the process of determination of fair value of the investments. E valuated the design of the controls relating to determination of fair value of the investments, and testing implementation and operating effectiveness of the key controls. R eviewed the fair valuation report provided by the management by involvement of internal valuation specialists. Assessed the assumptions around the revenue multiples and the valuation methodology through involvement of the internal specialists. Discussed potential changes in key assumptions as compared to previous period / actual performance with management to evaluate the inputs and assumptions used in the determination of the fair value of the investment. Assessed the objectivity and competence of our internal specialist and Company’s external experts involved in the process. Ob tained management representation letter as regards to fair valuation of these investments. E valuated appropriateness and adequacy of disclosures in the financial statements. Independent Auditor’s Report Q Q
Page 123
Castrol India Limited | Annual R eport 2025 150 Information other than the Financial Statements and Auditor’s Report Thereon T he Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis Report, Director’s Report including annexures, Business Responsibility and Sustainability Report and Corporate Governance Report, but does not include the financial statements and our auditor’s report thereon. O ur opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. I n connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. I f, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of Management and Board of Directors for the Financial Statements The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these financial statements that give a true and fair view of the financial position, financial performance including other comprehensive income, cash flows and changes in equity of the Company in accordance with the accounting principles generally accepted in India, including Ind AS specified under section 133 of the Act. This responsibility also includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. In preparing the financial statements, management and Board of Directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intend to liquidate the Company or to cease operations, or has no realistic alternative but to do so. The Company’s Board of Directors is also responsible for overseeing the Company’s financial reporting process. Auditor’s responsibility for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. O btain an understanding of internal financial controls relevant to the audit in order to design audit procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls with reference to financial statements in place and the operating effectiveness of such controls. E valuate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the management. C onclude on the appropriateness of management’s use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
Page 124
151 Statutory Reports Corporate OverviewFinancial Statements on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. Materiality is the magnitude of misstatements in the financial statements that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the financial statements. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal financial controls that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. Report on other legal and regulatory requirements 1. A s required by Section 143(3) of the Act, based on our audit, we report that: a ) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b ) I n our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books. c) The Balance Sheet, the Statement of Profit and Loss including other comprehensive income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the books of account. d ) I n our opinion, the aforesaid financial statements comply with the Ind AS specified under Section 133 of the Act. e ) On the basis of the written representations received from the directors as on December 31, 2025 taken on record by the Board of Directors, none of the directors is disqualified as on December 31, 2025 from being appointed as a director in terms of Section 164(2) of the Act. f ) With respect to the adequacy of the internal financial controls with reference to financial statements of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company’s internal financial controls with reference to financial statements. g ) With respect to the other matters to be included in the Auditor’s Report in accordance with the requirements of section 197(16) of the Act, as amended, in our opinion and to the best of our information and according to the explanations given to us, the remuneration paid by the Company to its directors during the year is in accordance with the provisions of section 197 of the Act. h ) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and to the best of our information and according to the explanations given to us: i . The Company has disclosed the impact of pending litigations on its financial position in its financial statements - Refer Note 25 to the financial statements; G G
Page 125
Castrol India Limited | Annual R eport 2025 152 i i. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses. i ii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company. i v. (a) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note 36 to the financial statements, no funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other person(s) or entity(ies), including foreign entities (“Intermediaries”), with the understanding, whether recorded in writing or otherwise, that the Intermediary shall, directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (b) The Management has represented that, to the best of its knowledge and belief, as disclosed in the note 36 to the financial statements, no funds have been received by the Company from any person(s) or entity(ies), including foreign entities (“Funding Parties”), with the understanding, whether recorded in writing or otherwise, that the Company shall, directly or indirectly, lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (“Ultimate Beneficiaries”) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries. (c) Based on the audit procedures performed that have been considered reasonable and appropriate in the circumstances, nothing has come to our notice that has caused us to believe that the representations under sub-clause (i) and (ii) of Rule 11(e), as provided under (a) and (b) above, contain any material misstatement. v . The final dividend proposed in the previous year, declared and paid by the Company during the year is in accordance with section 123 of the Act, as applicable. The interim dividend declared and paid by the Company during the year and until the date of this report is in accordance with section 123 of the Act. As stated in note 9(b) to the financial statements, the Board of Directors of the Company has proposed final dividend for the year which is subject to the approval of the members at the ensuing Annual General Meeting. Such dividend proposed is in accordance with section 123 of the Act, as applicable. v i. Based on our examination, which included test checks, the Company has used accounting software system for maintaining its books of account for the financial year ended 31 st December, 2025 which has the feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software system. Further, during the course of our audit we did not come across any instance of the audit trail feature being tampered with and the audit trail has been preserved by the Company as per the statutory requirements for record retention with effect from October 19, 2024. 2. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order. For Deloitte Haskins & Sells LLP Chartered Accountants (Firm’s Registration No. 117366W/W-100018) Sampada S Narvankar Partner (Membership No. 102911) UDIN: 26102911YMQYSE8548 Place: Mumbai Date: February 3, 2026
Page 126
153 Statutory Reports Corporate OverviewFinancial Statements Report on the Internal Financial Controls with reference to financial statements under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (the “Act”) We have audited the internal financial controls with reference to financial statements of Castrol India Limited (the “Company”) as at December 31, 2025 in conjunction with our audit of the Ind AS financial statements of the Company for the year ended on that date. Management’s and Board of Directors’ responsibilities for internal financial controls The Company’s management and Board of Directors are responsible for establishing and maintaining internal financial controls with reference to financial statements based on the internal control with reference to financial statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013. Auditor’s responsibility Our responsibility is to express an opinion on the Company's internal financial controls with reference to financial statements of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls with reference to financial statements. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls with reference to financial statements was established and maintained and if such controls operated effectively in all material respects. Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls with reference to financial statements and their operating effectiveness. Our audit of internal financial controls with reference to financial statements included obtaining an understanding of internal financial controls with reference to financial statements, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls with reference to financial statements. Meaning of Internal Financial Controls with reference to financial statements A company's internal financial control with reference to financial statements is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control with reference to financial statements includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Inherent limitations of internal financial controls with reference to financial statements Because of the inherent limitations of internal financial controls with reference to financial statements, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may Annexure “A” to the Independent Auditor’s Report (Referred to in paragraph (g) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) G G
Page 127
Castrol India Limited | Annual R eport 2025 154 occur and not be detected. Also, projections of any evaluation of the internal financial controls with reference to financial statements to future periods are subject to the risk that the internal financial control with reference to financial statements may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls with reference to financial statements and such internal financial controls with reference to financial statements were operating effectively as at December 31, 2025, based on the criteria for internal financial control with reference to financial statements established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. For Deloitte Haskins & Sells LLP Chartered Accountants Firm‘s Registration No. 117366W/W-100018 Sampada S Narvankar Partner (Membership No. 102911) UDIN: 26102911YMQYSE8548 Place: Mumbai Date: February 3, 2026
Page 128
155 Statutory Reports Corporate OverviewFinancial Statements In terms of the information and explanations sought by us and given by the Company and the books of account and records examined by us in the normal course of audit and to the best of our knowledge and belief, we state that: i. I n respect of the Company’s Property, Plant and Equipment and Intangible Assets; a . (A) The Company has maintained proper records showing full particulars, including quantitative details and situation of Property, Plant and Equipment, capital work-in-progress and relevant details of right-of-use assets. ( B) The Company has maintained proper records showing full particulars of intangible assets. b . The Company has a program of verification of Property, Plant and Equipment (other than equipment board with dealers - Refer note 2.5 (f) of the financial statements), capital work-in-progress and right-of-use assets so to cover all the items once every two years which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain Property, Plant and Equipment (other than equipment board with dealers) capital work-in-progress and right-of-use of assets were due for verification during the year and were physically verified by the Management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification. c . With respect to immovable properties (other than properties where the Company is the lessee and the lease agreements are duly executed in favour of the Company) disclosed in the financial statements included in Property, Plant and Equipment, according to the information and explanations given to us and based on the examination of the registered sale deed / transfer deed / conveyance deed provided to us, we report that, the title deeds of such immovable properties are held in the name of the Company as at the balance sheet date, except for the following: Description of Property As at December 31, 2025 Held in the name of Whether Promoter , director or their relatives or employee Period held Reason for not held in the name of the CompanyGross carrying value Carrying value in the financial statement Freehold Land located at Mehsana, Gujarat ` 0.01 Crore ` 0.01 Crore Indrol Lubricants Specialist Ltd. NA Since 1988 The deed of conveyance is in the name of the erstwhile Company and it has filed an application for mutation of the name. d . The Company has not revalued any of its Property, Plant and Equipment (including right-of-use assets) and intangible assets during the year. e . No proceedings have been initiated during the year or are pending against the Company as at December 31, 2025 for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (as amended in 2016) and rules made thereunder. ii. I n respect of inventories; a . The inventories (except for Goods in Transit) were physically verified during the year by the Management at reasonable intervals. In our opinion and based on information and explanations given to us, the coverage and procedure of such verification by the Management is appropriate having regard to the size of the Company and the nature of its operations. In respect of goods in transit, the goods have been received subsequent to the year end or confirmations have been obtained from the parties. No discrepancies of 10% or more in the aggregate for each class of inventories were noticed on such physical verification of inventories, when compared with the books of account. b . According to the information and explanations given to us, at any point of time of the year, the Company has not been sanctioned any working capital facility from banks or financial institutions and hence reporting under clause 3(ii)(b) of the Order is not applicable. Annexure "B” to the Independent Auditor’s Report (Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date) Q Q
Page 129
Castrol India Limited | Annual R eport 2025 156 iii. ( a) The Company has not provided any loans or advances in the nature of loans or stood guarantee or provided security to any other entity, other than loans to its employees, the details of which are given below:- Particulars Loans to employees (` In Crore) Aggregate amount granted during the year 0.42 Balance outstanding as at Balance Sheet Date in respect of above cases* 1.18 *Includes opening balances Accordingly, the requirement to report on Clause 3(iii)(a)(A) of the Order is not applicable to the Company. ( b) The investments made, and the terms and conditions of the grant of loans to its employees, during the year are, in our opinion, prima facie, not prejudicial to the Company’s interest. ( c) I n respect of loans to its employees, the schedule of repayment of principal and payment of interest has been stipulated and the repayments of principal amounts and receipts of interest are regular. ( d) I n respect of loans granted to employees during the year, there are no amounts overdue for more than ninety days as at the balance sheet date. ( e) No loans to employees which have fallen due during the year, have been renewed or extended or fresh loans granted to settle the overdues of existing loans given to the same employees. ( f) According to information and explanations given to us and based on the audit procedures performed, the Company has not granted any loans to employees which are either repayable on demand or without specifying any terms or period of repayment during the year. Hence, reporting under clause 3(iii)(f) is not applicable. iv. I n our opinion and according to information and explanations given to us and based on the audit procedures performed, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of investments. The Company has not granted any loans or provided guarantees or securities under sections 185 and 186 of the Companies Act, 2013. v. T he Company has not accepted any deposit or amounts which are deemed to be deposits. Hence, reporting under clause 3(v) of the Order is not applicable. vi. T he maintenance of cost records has been specified by the Central Government under section 148(1) of the Companies Act, 2013 for the manufacturing activities of the Company. We have broadly reviewed the books of account maintained by the Company pursuant to the Companies (Cost Records and Audit) Rules, 2014, as amended, prescribed by the Central Government for maintenance of cost records under Section 148(1) of the Companies Act, 2013, and are of the opinion that prima facie, the prescribed cost records have been made and maintained by the Company. We have, however, not made a detailed examination of the cost records with a view to determine whether they are accurate or complete. vii. A ccording to the information and explanations given to us, in respect of statutory dues: ( a) Undisputed statutory dues, including Goods and Service tax, Provident Fund, Employees’ State Insurance, Income- tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, cess and other material statutory dues applicable to the Company have generally been regularly deposited by it with the appropriate authorities. There were no undisputed amounts payable in respect of Goods and Service tax, Provident Fund, Employees’ State Insurance, Income-tax, Sales Tax, Service Tax, duty of Custom, duty of Excise, Value Added Tax, Cess and Other material statutory dues in arrears as at December 31, 2025 for a period of more than six months from the date they became payable.
Page 130
157 Statutory Reports Corporate OverviewFinancial Statements ( b) Details of statutory dues referred to in sub-clause (a) above which have not been deposited as on December 31, 2025 on account of disputes are given below: (` in Crore) Name of statute Nature of dues Forum where dispute is pending Period to which the Amount Relates To t a l disputed dues Amount paid Amount unpaid Service Tax Rules 1994 Service Tax Commissioner 2005 to 2009, 2012 to 2018 3.36 0.33 3.03 Commissioner (A) 2014-2017 0.01 0.01 - High Court 1997 to 2003, 2005 to 2008, 2009 to 2013 89.36 - 89.36 Tribunal 2005 to 2008, 2007 to 2011, 2012, 2013 to 2017 11.22 0.04 11.18 Central Excise Act, 1944 Excise Duty Commissioner 1996 to 2016 4.26 0.08 4.18 High Court 1999 to 2002 0.10 - 0.10 Tribunal 1996 to 2000, 2003 to 2005, 2011 to 2012 0.64 0.13 0.51 Customs Act, 1962 Custom Duty Commissioner 2019 to 2021, 2023 4.01 - 4.01 Commissioner (A) 2023 0.32 - 0.32 Local Sales Tax Act, VAT Act and Central Sales Tax Act Local Sales Tax Act, VAT and CST Appellate Authority 2001 to 2003, 2009 to 2017 5.42 3.60 1.82 Commissioner 2001 to 2009, 2010 to 2013, 2015 to 2016 30.19 8.90 21.29 High Court 1999 to 2000 0.23 - 0.23 Tribunal 1999 to 2000, 2004 to 2005, 2007 to 2008, 2010 to 2011 3.41 1.54 1.87 Goods and Service Tax, 2017 Goods and Service Tax Commissioner 2017 to 2018, 2017 to 2021 10.58 0.55 10.03 Tribunal 2018 to 2020 2.63 0.31 2.32 The Income Tax Act, 1961 Income tax Income Tax Appellate Tribunal 2003 to 2004, 2005 to 2006, 2017 to 2018 3.69 - 3.69 Commissioner Income Tax (Appeals) 2020 to 2021 1.39 - 1.39 viii. T here were no transactions relating to previously unrecorded income that were surrendered or disclosed as income in the tax assessments under the Income Tax Act, 1961 (43 of 1961) during the year. ix. ( a) The Company has not taken any loans or other borrowings from any lender. Hence, reporting under clause 3(ix)(a) of the Order is not applicable to the Company. ( b) Based on the information and explanations given to us, the Company has not been declared wilful defaulter by any bank or financial institutions or government or any government authority. ( c) The Company has not taken any term loan during the year and there is no outstanding term loans at the beginning of the year and hence, reporting under clause 3(ix)(c) of the Order is not applicable.
Page 131
Castrol India Limited | Annual R eport 2025 158 ( d) On an overall examination of the financial statements of the Company, funds raised on short-term basis have, prima facie, not been used during the year for long-term purposes by the Company. ( e) The Company did not have any subsidiary or associate or joint venture during the year and hence, reporting under clause 3(ix)(e) of the Order is not applicable. ( f) The Company has not raised any loans during the year and hence reporting on clause 3(ix)(f) of the Order is not applicable. x. ( a) The Company has not issued any of its securities (including debt instruments) during the year and hence reporting under clause 3(x)(a) of the Order is not applicable. ( b) During the year the Company has not made any preferential allotment or private placement of shares or convertible debentures (fully or partly or optionally) and hence reporting under clause 3(x)(b) of the Order is not applicable to the Company. xi. I n respect of frauds: ( a) T o the best of our knowledge, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year. ( b) T o the best of our knowledge, no report under sub-section (12) of section 143 of the Companies Act has been filed in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central Government, during the year and upto the date of this report. ( c) We have taken into consideration the whistle blower complaints received by the Company during the year and provided to us, when performing our audit. xii. T he Company is not a Nidhi Company and hence reporting under clause 3(xii) of the Order is not applicable. xiii. I n our opinion, the Company is in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, for all transactions with the related parties and the details of related party transactions have been disclosed in the financial statements etc. as required by the applicable accounting standards. xiv. I n respect of internal audits: ( a) I n our opinion the Company has an internal audit system commensurate with the size and nature of its business. ( b) We have considered the internal audit reports issued to the Company till date, for the period under audit. xv. I n our opinion during the year the Company has not entered into any non-cash transactions with its directors or persons connected with them and accordingly the requirement to report on Clause 3(xv) of the Order is not applicable to the Company. xvi. I n respect of registration u/s 45-IA: ( a) The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act, 1934. Hence, reporting under clause 3(xvi)(a), (b) and (c) of the Order is not applicable. ( b) The Group does not have any Core Investment Company as part of the group and accordingly reporting under clause 3(xvi)(d) of the Order is not applicable. xvii. T he Company has not incurred cash losses during the financial year covered by our audit and in the immediately preceding financial year. xviii. T here has been no resignation of the statutory auditors of the Company during the year. xix. O n the basis of the financial ratios, ageing and expected dates of realization of financial assets and payment of financial liabilities, other information accompanying the financial statements and our knowledge of the Board of Directors and management plans and based on our examination of the evidence supporting the assumptions, nothing has come to
Page 132
159 Statutory Reports Corporate OverviewFinancial Statements our attention, which causes us to believe that any material uncertainty exists as on the date of the audit report indicating that Company is not capable of meeting its liabilities existing at the date of balance sheet as and when they fall due within a period of one year from the balance sheet date. We, however, state that this is not an assurance as to the future viability of the Company. We further state that our reporting is based on the facts up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities falling due within a period of one year from the balance sheet date, will get discharged by the Company as and when they fall due. xx. ( a) The Company has fully spent the required amount towards Corporate Social Responsibility (CSR) under subsection (5) of section 135 of the Companies Act, 2013 and there are no unspent CSR amount for the year requiring a transfer to a Fund specified in Schedule VII to the Companies Act, 2013. Accordingly, reporting under clause 3(xx)(a) of the Order is not applicable for the year. ( b) I n respect of ongoing projects, the Company does not have any unspent Corporate Social Responsibility (CSR) amount as at the end of the current financial year and the unspent CSR amount as at the end of the previous financial year has been spent by the Company within 30 days from the end of the previous financial year. Hence, reporting under clause 3(xx)(b) is not applicable for the year. For Deloitte Haskins & Sells LLP Chartered Accountants (Firm‘s Registration No.117366W/W-100018) Sampada S Narvankar Partner (Membership No. 102911) UDIN: 26102911YMQYSE8548 Place: Mumbai Date: February 3, 2026 G G
Page 133
Castrol India Limited | Annual R eport 2025 160 Balance Sheet as at December 31, 2025 Particulars Note No. As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Assets Non-current assets Pr operty, Plant and Equipment 3 259.85 224.17 Righ t-of-use asset 23 72.85 92.95 C apital work-in-progress 3 72.07 60.26 Other intangible assets 3 0.90 1.52 F inancial assets Investments 4.6 442.80 487.50 Loans 4.1 0.66 0.95 Other financial assets 4.2 9.28 9.44 Inc ome tax assets (net) 5 24.93 27.98 De ferred tax assets (net) 6 95.64 85.03 Other non-current assets 7 71.19 82.69 Total Non-current assets 1,050.17 1,072.49 Current assets Inventories 8 546.34 524.21 F inancial assets Trade receivables 4.3 473.21 437.69 Cash and cash equivalents 4.4 426.62 452.87 Bank balances other than above 4.5 714.37 946.10 Loans 4.1 0.52 0.52 Other financial assets 4.2 41.85 56.89 Other current assets 7 141.77 144.52 Total Current assets 2,344.68 2,562.80 Total assets 3,394.85 3,635.29 Equity and liabilities Equity E quity share capital 9 494.56 494.56 Other equity 10 1,405.74 1,783.81 Total equity 1,900.30 2,278.37 Liabilities Non-current liabilities F inancial liabilities Lease liabilities 23 41.54 61.98 Provisions 12 44.78 24.71 Total Non-current liabilities 86.32 86.69 Current liabilities F inancial liabilities Lease liabilities 23 21.27 20.04 Trade payables Total outstanding dues of micro enterprises and small enterprises 11.1 9.32 18.29 Total outstanding dues of creditors other than micro enterprises and small enterprises 11.1 776.73 685.36 Other financial liabilities 11.2 497.87 438.94 Other current liabilities 14 60.22 58.87 Provisions 12 35.45 34.03 C urrent tax liabilities (net) 13 7.37 14.70 Total Current liabilities 1,408.23 1,270.23 Total equity and liabilities 3,394.85 3,635.29 Summary of material accounting policies 2 The accompanying notes 1 - 37 are an integral part of the financial statements. As per our report even date attached For Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No. 117366W/W-100018 For and on behalf of Board of Directors Rakesh Makhija DIN : 00117692 Chairman Saugata Basuray DIN : 09522239 Whole time Director & Interim Chief Executive Officer Sampada S Narvankar Partner Membership No. 102911 Hemangi Ghag FCS No : 9329 Company Secretary Mrinalini Srinivasan DIN : 09682234 Chief Financial Officer & Whole time Director Place: Mumbai Date: February 3, 2026
Page 134
161 Statutory Reports Corporate OverviewFinancial Statements Statement of Profit and Loss for the year ended December 31, 2025 Particulars Note No. For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Income R evenue from operations 15 5,721.50 5,364.85 Other income 16 67.43 88.61 Total Income 5,788.93 5,453.46 Expenses C ost of raw and packing materials consumed 17.1 2,655.61 2,505.62 Pur chase of traded goods 17.2 254.06 236.55 Changes in inventories of finished goods / traded goods 17.3 9.74 (14.34) E mployee benefits expense 18 296.20 312.80 F inance costs 19 9.29 9.38 Depr eciation and amortization expense 20 100.82 99.77 Other expenses 21 1,158.37 1,046.07 Total Expenses 4,484.09 4,195.85 Profit before exceptional item and tax 1,304.84 1,257.61 Ex ceptional item 34 (22.53) - Profit Before T ax 1,282.31 1,257.61 Ta x expenses C urrent tax (including charge of earlier years - ` 1.19 Crore) (December 31, 2024 : ` 0.86 Crore) 6 343.08 336.87 De ferred tax 6 (10.70) (6.49) T otal tax expenses 332.38 330.38 Profit for the year 949.93 927.23 Other comprehensive income Items that will not be reclassified subsequently to profit or loss F air value loss on investments in equity instruments through OCI (44.70) - R e-measurement gains/(losses) on defined benefit plans 0.35 (1.74) Inc ome tax effect on defined benefit plans 6 (0.09) 0.44 Other comprehensive income for the year (44.44) (1.30) T otal comprehensive income for the year 905.49 925.93 Earnings per equity share - Basic and Diluted - Face Value ` 5.00 each (In ` per share) 22 9.60 9.37 Summary of material accounting policies 2 The accompanying notes 1 - 37 are an integral part of the financial statements. As per our report even date attached For Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No. 117366W/W-100018 For and on behalf of Board of Directors Rakesh Makhija DIN : 00117692 Chairman Saugata Basuray DIN : 09522239 Whole time Director & Interim Chief Executive Officer Sampada S Narvankar Partner Membership No. 102911 Hemangi Ghag FCS No : 9329 Company Secretary Mrinalini Srinivasan DIN : 09682234 Chief Financial Officer & Whole time Director Place: Mumbai Date: February 3, 2026 Q Q
Page 135
Castrol India Limited | Annual R eport 2025 162 Statement of Changes in Equity for the year ended December 31, 2025 (a) E quity share capital ` in Crore Particulars No. of shares Amount Balance as at January 01, 2024 989,122,384 494.56 Changes in equity share capital during the year - - Balance as at December 31, 2024 989,122,384 494.56 Changes in equity share capital during the year - - Balance as at December 31, 2025 989,122,384 494.56 (b) O ther equity ` in Crore Particulars Reserves & Surplus Items of Other Comprehensive Income T otal Other Equity Capital Reserve Retained Earnings Share based payment FVTOCI Equity Instruments Balance as at January 01, 2024 13.62 1,534.56 78.95 - 1,627.13 Profit for the year - 927.23 - - 927.23 Other comprehensive income, net of tax - (1.30) - - (1.30) Total comprehensive income for the year - 925.93 - - 925.93 Recognition of share based payment - - 22.05 - 22.05 Payment of dividend - (791.30) - - (791.30) Balance as at December 31, 2024 13.62 1,669.19 101.00 - 1,783.81 Profit for the year - 949.93 - - 949.93 Other comprehensive income, net of tax - 0.26 - (44.70) (44.44) Total comprehensive income for the year - 950.19 - (44.70) 905.49 Recognition of share based payment - - 2.30 - 2.30 Payment of dividend - (1,285.86) - - (1,285.86) Balance as at December 31, 2025 13.62 1,333.52 103.30 (44.70) 1,405.74 The accompanying notes 1 - 37 are an integral part of the financial statements. As per our report even date attached For Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No. 117366W/W-100018 For and on behalf of Board of Directors Rakesh Makhija DIN : 00117692 Chairman Saugata Basuray DIN : 09522239 Whole time Director & Interim Chief Executive Officer Sampada S Narvankar Partner Membership No. 102911 Hemangi Ghag FCS No : 9329 Company Secretary Mrinalini Srinivasan DIN : 09682234 Chief Financial Officer & Whole time Director Place: Mumbai Date: February 3, 2026
Page 136
163 Statutory Reports Corporate OverviewFinancial Statements Cash Flow Statement for the year ended December 31, 2025 Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Cash flow from operating activities Profit before tax 1,282.31 1,257.61 Adjustments for: Depr eciation and amortization expense 100.82 99.77 (Pr ofit) / Loss on disposal/write off of Property, Plant and Equipment and intangible assets (net) (1.77) 0.25 C apital work in progress write off - 0.64 Allo wance for doubtful debts (net) 1.87 1.38 Expense recognised in respect of share based payments 2.30 22.05 L oss / (Profit) on fair valuation of forward contract 0.35 (0.38) U nrealized foreign exchange loss (net) 0.25 0.93 U nrealized gain on overnight funds (0.18) (1.58) F inance costs 9.29 9.38 In terest income (49.18) (68.21) Ex cess accruals written back (0.72) (0.52) Cash flow generated from operations before working capital changes 1,345.34 1,321.32 Movements in working capital: (Incr ease) / Decrease in inventories (22.13) 8.71 Decr ease / (Increase) in other receivables 19.03 (8.35) (Incr ease) / Decrease in trade receivables (37.39) (16.25) Incr ease / (Decrease) in trade and other payables and provisions 132.79 52.74 Cash flow generated from operations 1,437.64 1,358.17 Income tax paid (net of refund) (347.50) (314.07) Net cash flow generated from operating activities (A) 1,090.14 1,044.10 Cash flow from investing activities Purchase of Property, Plant and Equipment (including capital work-in-progress and intangible assets) (97.33) (92.70) Proceeds from sale of Property, Plant and Equipment 3.08 - Placement of bank deposits (796.51) (1,489.98) Proceeds from maturity of bank deposits 1,030.00 1,249.98 Interest received 59.02 66.43 Loan to employees (net) 0.29 (0.62) Net cash flow generated from / (used) in investing activities (B) 198.55 (266.89)
Page 137
Castrol India Limited | Annual R eport 2025 164 Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Cash flow from financing activities Dividend paid (1,285.86) (791.30) Interest paid on other than lease liabilities (2.97) (1.89) Principal payment of lease liabilities (20.18) (19.26) Interest paid on lease liabilities (6.11) (6.68) Net cash flow used in financing activities (C) (1,315.12) (819.13) Net decrease in cash and cash equivalents (A+B+C) (26.43) (41.92) Add: unrealized gain on overnight funds 0.18 1.58 Cash and cash equivalents at the beginning of the year 452.87 493.21 Cash and cash equivalents at the end of the year 426.62 452.87 Components of cash and cash equivalents Balances with banks in current accounts 11.34 11.28 Deposits with banks 195.10 220.01 Ov ernight funds 220.18 221.58 Total cash and cash equivalents (note 4.4) 426.62 452.87 Cash Flow Statement (Contd.) for the year ended December 31, 2025 Non cash transactions: Share value plan: Equity settled share based payments of ` 2.30 Crore (Previous Year: ` 22.05 Crore) is expensed over the vesting period with a corresponding adjustment to other equity as the cost of such share value plan is borne by the ultimate holding Company [refer note 2.5 (d)] Note: (a) T he above cash flow statement has been prepared under the "indirect method" as set out in Ind AS 7 , 'statement of cash flows' The accompanying notes 1 - 37 are an integral part of the financial statements. As per our report even date attached For Deloitte Haskins & Sells LLP Chartered Accountants Firm’s Registration No. 117366W/W-100018 For and on behalf of Board of Directors Rakesh Makhija DIN : 00117692 Chairman Saugata Basuray DIN : 09522239 Whole time Director & Interim Chief Executive Officer Sampada S Narvankar Partner Membership No. 102911 Hemangi Ghag FCS No : 9329 Company Secretary Mrinalini Srinivasan DIN : 09682234 Chief Financial Officer & Whole time Director Place: Mumbai Date: February 3, 2026
Page 138
Notes to the Financial Statements for the year ended December 31, 2025 165 Statutory Reports Corporate OverviewFinancial Statements 1. C orporate information Castrol India Limited (the ‘Company’) having CIN L23200MH1979PLC021359 is a public limited Company incorporated in India with its registered office at Technopolis Knowledge Park, Mahakali Caves Road, Chakala, Andheri (East), Mumbai–400 093. The equity shares of the Company are listed on two recognised stock exchanges in India. The Company is principally engaged in the business of manufacturing & marketing of automotive and industrial lubricants and related services. 2. M aterial accounting policies 2 .1. Basis of preparation The Statement of Compliance with Indian Accounting Standards (Ind AS): The financial statements have been prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 as amended and notified under Section 133 of the Companies Act, 2013 (“the Act”) and other relevant provisions of the Act and other accounting principles generally accepted in India. Basis of measurement These financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting policies below. Historical Cost: Assets are recorded at the amount of cash or cash equivalents paid or the fair value of the other consideration given to acquire them at the time of their acquisition. Liabilities are recorded at the amount of proceeds received in exchange for the obligation, or in some circumstances (for example, income taxes), at the amounts of cash or cash equivalents expected to be paid to satisfy the liability in the normal course of business. 2 .2. Use of estimates and judgements The preparation of financial statements requires management to make judgments, estimates and assumptions in the application of accounting policies that affect the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Continuous evaluation is done on the estimation and judgments based on historical experience and other factors, including expectations of future events that are believed to be reasonable. Revisions to accounting estimates are recognised prospectively . 2 .3. Critical accounting estimates, judgments and assumptions A. Useful lives and residual values of Property, Plant and Equipment Property, Plant and Equipment represent a material portion of the Company’s asset base. The periodic charge of depreciation is derived after estimating useful life of an asset and expected residual value at the end of its useful life. The useful lives and residual values of assets are estimated by the management at the time the asset is acquired and reviewed periodically, including at each financial year end. The lives are based on various external and internal factors including historical experience, relative efficiency and operating costs and change in technology. B. Income taxes The Company’s tax jurisdiction is India. Significant judgments are involved in determining the provision for income taxes including amounts to be recovered or paid for uncertain tax positions. Management judgment is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and the level of future taxable profits. C. Defined benefit obligations Defined benefit obligations are measured at fair value for financial reporting purposes. Fair value determined by actuary is based on actuarial assumptions. Management judgement is required to determine such actuarial assumptions. Such assumptions are reviewed annually using the best information available with the management. D. Contingencies In the normal course of business, contingent liabilities may arise from litigation and other claims against the Company. Management judgment is required to determine the potential liabilities that are possible or remote but not probable of crystalizing or cannot be measured with sufficient reliability. Such liabilities are disclosed in the notes as contingent liabilities, unless the possibility of an outflow of resources embodying economic benefits is remote in management’s judgment. G G
Page 139
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 166 E. Fair Value Measurement For estimates relating to fair value of financial instruments Refer Note 30 of financial statements. 2 .4. Recent accounting pronouncements Standards notified but not yet effective The amendments to the standards that are notified by the Ministry of Corporate Affairs (MCA), but not yet effective, up to the date of issuance of the Company’s financial statements are disclosed below. The below amendments are effective for annual reporting periods beginning on or after 1 April 2025/2026. However, these amendments are not expected to have a material impact on the Company’s financial statements. (i) Ind AS 21 - The Effects of Changes in Foreign Exchange Rate - Provides guidance to specify when a currency is exchangeable and how to determine the exchange rate when it is not exchangeable and requirement of additional disclosures for the same. (ii) Ind AS 1 - Presentation of Financial Statements - specify the requirements for classifying liabilities as current or non-current and additional disclosure requirements regarding loan agreement. (iii) Ind AS 7- Statement of Cash Flows and Ind AS 107 Financial Instruments - Clarification on the characteristics of supplier finance arrangements and disclosure requirements of such arrangements. (iv) Ind AS 12 - Income Taxes - New paras added for applicability of income tax arising from implementation of Pillar Two model rules and certain related disclosures. (v) Certain minor clarificatory amendments have been made to Ind AS 101, IND AS 108, IND AS 109, IND AS 115, IND AS 10, IND AS 28 and IND AS 32. 2 .5. Summary of material accounting policies a. Current versus non-current classification An asset is treated as current when it is: Expected to be realised or intended to be sold or consumed in normal operating cycle H eld primarily for the purpose of trading E xpected to be realised within twelve months after the reporting period, or C ash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current. A liability is current when: I t is expected to be settled in normal operating cycle I t is held primarily for the purpose of trading I t is due to be settled within twelve months after the reporting period, or T here is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The Company classifies all other liabilities as non-current. Deferred tax assets and liabilities are classified as non-current assets and liabilities. The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. The Company has identified twelve months as its operating cycle. b. Revenue recognition Revenue Revenue from contracts with customers is recognised on transfer of control of promised goods or services to a customer at an amount that reflects the consideration to which the Company is expected to be entitled to in exchange for those goods or services. Revenue towards satisfaction of a performance obligation is measured at the amount of transaction price (net of variable consideration) allocated to that performance
Page 140
Notes to the Financial Statements for the year ended December 31, 2025 167 Statutory Reports Corporate OverviewFinancial Statements obligation. The transaction price of goods sold, and services rendered is net of variable consideration on account of various discounts and schemes offered by the Company as part of the contract. This variable consideration is estimated based on the expected value of outflow. Revenue (net of variable consideration) is recognised only to the extent that it is highly probable that the amount will not be subject to significant reversal when uncertainty relating to its recognition is resolved. Sale of products Revenue from sale of products is recognized when the control on the goods have been transferred to the customer. The performance obligation in case of sale of product is satisfied at a point in time i.e., when the material is shipped to the customer or on delivery to the customer, as may be specified in the contract. Income from services Revenue from services is recognized over time by measuring progress towards satisfaction of performance obligation for the services rendered. The Company uses input method for measurement of revenue from services as it is directly linked to the expenses incurred by the Company. Interest income Interest income is recorded using the effective interest rate (EIR) for debt instruments carried at amortized cost. EIR is the rate that exactly discounts the estimated future cash receipts over the expected life of the financial instrument to the gross carrying amount of the financial asset. c. Foreign currencies Functional currency The functional currency of the Company is the Indian rupee. These financial statements are presented in Indian rupees (rounded off to Crore). Transactions and balances Foreign currency transactions are recorded in the functional currency by applying to the foreign currency amount the exchange rate between the functional currency and the foreign currency at the date of the transaction. All foreign currency monetary assets and monetary liabilities as at the balance sheet date are translated into the functional currency at the applicable exchange rates prevailing on that date. All exchange differences arising on translation, are recognised in the statement of profit and loss. Non-monetary assets and non- monetary liabilities denominated in foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of the transaction. Gain or losses upon settlement of foreign currency transactions are recognized in the statement of profit and loss for the period in which the transaction is settled. d. Retirement and other employee benefits Gratuity The Company provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on respective employee’s salary and tenure of employment with the Company. Liabilities with regard to gratuity plan are determined by actuarial valuation, performed by an independent actuary, at each balance sheet date using projected unit credit method. The Company fully contributes all ascertained liabilities to the Castrol India Limited Employees’ Gratuity Fund Trust (‘the Trust’). Trustees administer contributions made to the Trusts and contributions are invested in insurance and deposit schemes. The Company recognises the net obligation of a defined benefit plan in its balance sheet as an asset or liability. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows with reference to market yields at the end of the reporting period on government bonds that have terms approximating to the terms of the related obligation. Net interest on the net defined benefit liability/(asset) G G
Page 141
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 168 is the change during the period in the net defined benefit liability/(asset) that arises from the passage of time. The net interest cost is calculated applying the discount rate to the net balance of the defined benefit obligation and the fair value of plan assets. This cost is included in the employee benefit expenses in the statement of profit and loss. Gains and losses through remeasurements of the net defined benefit liability/(asset) are recognized immediately in balance sheet with corresponding debit or credit to other comprehensive income. The actual return of the portfolio of plan assets, in excess of the yields computed by applying the discount rate used to measure the defined benefit obligation is recognised in other comprehensive income. They are included in retained earnings in the statement of changes in equity and in the balance sheet. Remeasurements of the net defined benefit liability/(asset) recognised in other comprehensive income are not reclassified to statement of profit and loss in a subsequent period. The effect of any plan amendments is recognised in net profit in the statement of profit and loss. Superannuation Certain employees of the Company are participants in a defined contribution plan. The Company has no further obligations to the plan beyond its monthly contributions which are periodically contributed to the Castrol India Limited Staff Pension Fund, the corpus of which is invested with the Life Insurance Corporation of India, HDFC Life Insurance Co. Ltd and Bajaj Allianz Life Insurance Co. Ltd. The Company’s contribution paid/payable during the year to superannuation fund is recognised in the statement of profit and loss. Provident fund Eligible employees of the Company receive benefits from a Provident fund, which is defined benefit plan. Both the eligible employees and the Company make monthly contributions to the provident fund equal to a specified percentage of the covered employee’s salary. The Company contributes a portion to the Castrol India Limited Employees’ Provident Fund Trust (‘The PF trust’). The PF trust invests in specific designated instruments as permitted by Indian Law. The rate at which the annual interest is payable to the beneficiaries by the PF trust is being administrated by the Government. The Company has an obligation to make good the shortfall, if any, between the return from the investments of the PF trust and the notified interest rate. The Company’s contribution paid/payable during the year to provident fund is recognised in the statement of profit and loss. Compensated absences The Company has a policy on compensated absences which is applicable to its executives joined upto a specified period and all workers. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each balance sheet date using projected unit credit method on the additional amount expected to be paid/ availed as a result of the unused entitlement that has accumulated at the balance sheet date. Termination benefits Termination benefits, in the nature of voluntary retirement benefits or termination benefits arising from restructuring, are recognised in the Statement of Profit and Loss. The Company recognises termination benefits at the earlier of the following dates: a) when the Company can no longer withdraw the offer of those benefits; or b) when the Company recognises costs for a restructuring that is within the scope of Ind AS 37: Provisions, Contingent Liabilities and Contingent Assets and involves the payment of termination benefits. Share-based compensation Share value plan BP PLC (“Ultimate Holding Company”) has a “Share Value Plan” whereby the specified employees of its subsidiaries are granted restricted share units of Ultimate Holding Company. Each restricted share
Page 142
Notes to the Financial Statements for the year ended December 31, 2025 169 Statutory Reports Corporate OverviewFinancial Statements unit represents a conditional entitlement to receive one share of Ultimate Holding Company in future, provided that certain terms and conditions are met. The main terms and conditions are a) continuous employment with the BP group until the end of restricted period and b) achievement of certain performance targets by the employee and/or BP Group. The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments on the date on which they are granted and is recognised as an expense over the restricted period. A corresponding credit is recognised within equity since the cost of such share value plan is borne by the Ultimate Holding Company. Restricted share unit and options BP plc (“Ultimate Holding Company”) has a “One time reinvent plan” whereby all the employees of its subsidiaries are granted restricted share units of Ultimate Holding Company. Each restricted share unit represents a conditional entitlement to receive one share of Ultimate Holding Company in future, provided that certain terms and conditions are met. Each Option consist of a defined number of shares of ultimate holding Company (lot) at a fixed price with a condition entitlement to sell the lot of shares in future after the vesting period. The main terms and conditions are a) continuous employment with the BP group until the end of vesting period and b) achievement of certain performance targets by the employee and/or BP Group. The cost of equity-settled transactions with employees is measured by reference to the fair value of the equity instruments on the date on which they are granted and is recognized as an expense over the vesting period. A corresponding credit is recognized within equity since the cost of such share value plan is borne by the Ultimate Holding Company. Share match plan The Ultimate Holding Company has a “Share Match Plan” whereby all executive employees of its subsidiaries have been given a right to purchase the shares of Ultimate Holding Company upto a specified amount. Every employee who opts for the scheme contributes by way of payroll deduction a specified amount towards purchase of share. The Company contributes equal amount and charges it to employee benefits expense. Other employee benefits Short term employee benefits are recognised as an expense at the undiscounted amount in the statement of profit and loss of the year in which the related service is rendered. Redundancy expenses are fully charged to the statement of profit and loss in the year in which they accrue. e. Taxes Income tax expense comprises current income tax and deferred income tax. Income tax expense is recognised in the statement of profit and loss except to the extent it relates to items recognised directly in equity, in which case it is recognised in other comprehensive income or other equity as the case may be. Current income tax Current tax is the amount of tax payable based on the taxable profit for the year as determined in accordance with the applicable tax rates and the provisions of the Income Tax Act, 1961. The current tax year for the Company being the year ending March 31, the provision for taxation for the year is aggregate of the provision made for the three months ended on March 31, 2025 and the provision for the remaining period of nine months ending on December 31, 2025. The provision for the remaining period of nine months has been arrived at by applying the applicable tax rate of the financial year 2025- 26 to Profit Before Tax of the said period. Deferred tax Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profits. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible temporary G G
Page 143
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 170 differences, the carry forward of unused tax credits and any unused tax losses to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax assets are re- assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the year when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the reporting date. Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off tax assets against tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority. f . Property, Plant and Equipment Property, Plant and Equipment are stated at cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises the purchase price, including import duties and non-refundable purchase taxes (Net of taxes credit wherever applicable) and any attributable cost of bringing the assets to its working condition for its intended use. Such cost also includes the cost of replacing part of the Property, Plant and Equipment and borrowing costs for long-term construction projects if the recognition criteria are met. When significant parts of Property, Plant and Equipment are required to be replaced at intervals, the Company depreciates them separately based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the Property, Plant and Equipment as a replacement if the recognition criteria are satisfied. All other repair and maintenance costs are recognised in statement of profit and loss as incurred. Depreciation on Property, Plant and Equipment is calculated on a straight-line basis, from the month of addition, using the estimated useful lives based on single shift, as specified in schedule II to the Companies Act, 2013, except in respect of the following assets: Assets description Useful life as per management (as technically assessed) Useful life under schedule II Residential and office buildings 5 years to 30 years 60 years Plant & Equipment 2 years to 21 years 15 years Office Equipment 1 year to 15 years 5 years Computer Hardware 3 years to 6 years 3 years Equipment board with dealers* 3 years 10 years Furniture and fixture 2 years to 15 years 10 years Motor vehicles 4 years to 10 years 8 years Laboratory equipment 5 years to 21 years 10 years *The Equipment board with dealers are derecognized at the end of the useful life of 3 years. The residual values, useful lives and methods of depreciation of Property, Plant and Equipment are reviewed at the end of each reporting period and adjusted prospectively, if appropriate.
Page 144
Notes to the Financial Statements for the year ended December 31, 2025 171 Statutory Reports Corporate OverviewFinancial Statements g. Intangible assets Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets are carried at cost less any accumulated amortisation and accumulated impairment losses. Internally generated intangibles are not capitalised and the related expenditure is reflected in statement of profit and loss in the period in which the expenditure is incurred. Intangible assets are amortized over the useful economic life i.e. 4-5 years based on management assessment and assessed for impairment whenever there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method for an intangible asset with a finite useful life are reviewed at least at the end of each reporting period. Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodied in the asset are considered to modify the amortisation period or method, as appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets is recognised in the statement of profit and loss. h. Leases The Company, at the inception of a contract, assesses whether a contract, is or contains a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. A lessee recognises a right-of-use (“ROU”) asset representing its right to use the underlying asset and a lease liability representing its obligation to make lease payments. Also, the Company has elected not to recognise right-of-use of assets and lease liabilities for short term leases that have a lease term of 12 months or less and leases of low value assets. The Company recognizes the lease payments associated with these leases as an expense on a straight-line basis over the lease term. The right-of-use assets are initially recognised at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses, if any. Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. The lease liability is initially measured at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. The lease liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments made. A lease liability is remeasured, with a corresponding adjustment to the ROU asset, upon the occurrence of certain events such as a change in the lease term or a change in an index or rate used to determine lease payments. Lease liabilities and ROU assets have been separately presented in the Balance Sheet and lease payments have been classified as financing cash flows. i. Inventories Inventories consist of raw and packing materials, stock-in-trade and finished goods. Inventories are valued at lower of cost and net realisable value. Cost of inventories is determined on weighted average basis. Cost of manufactured finished goods and work-in- progress includes material cost determined on weighted average basis and also includes an appropriate portion of allocable overheads. Cost of traded goods includes cost of purchase and other cost incurred in bringing the inventories to the present location and condition. Due allowances are made in respect of slow moving, non-moving and obsolete inventories based on estimate made by management. j . Impairment of non-financial assets The carrying amount of assets are reviewed for impairment at the end of each reporting date G G
Page 145
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 172 if there is any indication of impairment based on internal/external factor. An impairment loss is recognised in the statement of profit and loss wherever the carrying amount of an asset exceeds its recoverable amount. The recoverable amount is the greater of the asset’s or cash generating unit’s fair value less cost of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset. In determining fair value, recent market transactions are taken into account. The business plans which are approved on an annual basis by senior management are the primary source of information for the determination of value in use. As an initial step in the preparation of these plans, various assumptions regarding market conditions, and cost inflation rates are set by senior management. These assumptions take account of existing prices and other macro economic factors and historical trends and variability. Impairment losses including impairment on inventories are recognised in the statement of profit and loss, except for previously revalued tangible assets, where the revaluation was taken to revaluation reserve. In this case, the impairment is also recognised in the revaluation reserve up to the amount of any previous revaluation. After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful life. A previously recognised impairment loss is increased or reversed depending on changes in circumstances. However, the carrying value after reversal is not increased beyond the carrying value that would have prevailed by charging usual depreciation if there was no impairment. Such reversal is recognised in the statement of profit and loss. k. Provisions Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to a provision is presented in the statement of profit and loss. l. Financial instruments a) Non-derivative financial instruments: Initial recognition and measurement All financial assets and liabilities are initially recognised at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and liabilities, which are not at fair value through statement of profit and loss, are adjusted to the fair value on initial recognition. Trade receivables that do not contain a significant financing component are measured at transaction price. Purchase and sale of financial assets are recognised using trade date accounting. Subsequent measurement Financial assets carried at amortized cost A financial asset is measured at amortized cost if it is held within a business model whose objective is to hold the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. Financial assets at fair value through other comprehensive income (FVOCI) A financial asset is measured at FVOCI if it is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding and which are not held for trading. For equity instrument, the Company may make irrevocable election to present such investments at FVOCI. The Company
Page 146
Notes to the Financial Statements for the year ended December 31, 2025 173 Statutory Reports Corporate OverviewFinancial Statements makes such election on an instrument- by-instrument basis. Pursuant to such irrevocable option, changes in fair value are recognised in the OCI and is subsequently not reclassified to the statement of profit and loss. Financial assets at fair value through statement of profit and loss (FVTPL) A financial asset which is not classified in any of the above categories are measured at FVTPL. Financial liabilities All financial liabilities are subsequently measured at amortized cost using the effective interest method or at FVTPL. b) Derivative financial instruments The Company enters into foreign exchange forward contracts to manage its foreign exchange rate risks. Derivatives are initially recognised at fair value at the date the derivative contracts are entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in statement of profit and loss immediately. Derecognition of financial instruments Financial assets The Company derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Company neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Company recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Company retains substantially all the risks and rewards of ownership of a transferred financial asset, the Company continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received. On derecognition of a financial asset in its entirety, the difference between the asset’s carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in statement of profit and loss if such gain or loss would have otherwise been recognised in statement of profit and loss on disposal of that financial asset. Financial liabilities The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in the statement of profit and loss. Impairment of financial assets The Company applies the expected credit loss model for recognising impairment loss on financial assets measured at Amortized cost, debt instruments at FVOCI, lease receivables, trade receivables, other contractual rights to receive cash or other financial asset not designated as at FVTPL. Expected credit losses are the weighted average of credit losses with the respective risks of default occurring as the weights. Credit loss is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the cash flows that the Company expects to receive (i.e. all cash shortfalls), discounted at the original effective interest rate. The Company estimates cash flows by considering all contractual terms of the financial instrument through the expected life of that financial instrument. The Company measures the loss allowance for a financial instrument at an amount equal to the lifetime expected credit losses if the credit risk on G G
Page 147
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 174 that financial instrument has increased significantly since initial recognition. If the credit risk on a financial instrument has not increased significantly since initial recognition, the Company measures the loss allowance for that financial instrument at an amount equal to 12 months expected credit losses. 12 months expected credit losses are portion of the lifetime expected credit losses and represent the lifetime cash shortfalls that will result if default occurs within the 12 months after the reporting date and thus, are not cash shortfalls that are predicted over the next 12 months. If the Company measured loss allowance for a financial instrument at lifetime expected credit loss model in the previous period, but determines at the end of a reporting period that the credit risk has not increased significantly since initial recognition due to improvement in credit quality as compared to the previous period, the Company again measures the loss allowance based on 12 months expected credit losses. When making the assessment of whether there has been a significant increase in credit risk since initial recognition, the Company uses the change in the risk of a default occurring over the expected life of the financial instrument instead of the change in the amount of expected credit losses. To make that assessment, the Company compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition and considers reasonable and supportable information, that is available without undue cost or effort, that is indicative of significant increases in credit risk since initial recognition. For trade receivables or any contractual right to receive cash or another financial asset that result from transactions that are within the scope of Ind AS 115, the Company always measures the loss allowance at an amount equal to lifetime expected credit losses. Further, for the purpose of measuring lifetime expected credit loss allowance for trade receivables, the Company has used a practical expedient as permitted under Ind AS 109. This expected credit loss allowance is computed based on a provision matrix which takes into account historical credit loss experience and adjusted for forward looking information. m. Cash and cash equivalents Cash and cash equivalents in the balance sheet comprise cash at banks and on hand, investment in overnight funds and short-term deposits with an original maturity of three months or less, which are subject to an insignificant risk of changes in value. As part of the Company’s cash management policy to meet short-term cash commitments, it parks its surplus funds in overnight funds that are held for a period of three months or less from the date of acquisition. These funds are open-ended debt funds that are readily convertible into known amounts of cash and are subject to insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents consist of cash and short- term deposits, as defined above, as they are considered an integral part of the Company’s cash management. n. Earnings per share Basic earnings per share is calculated by dividing the net statement of profit and loss for the year attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the year. The weighted average number of equity shares outstanding during the year is adjusted for events of bonus issue; bonus element in a rights issue to existing shareholders; share split; and reverse share split (consolidation of shares). For the purpose of calculating diluted earnings per share, the net statement of profit and loss for the year attributable to equity shareholders and the weighted
Page 148
Notes to the Financial Statements for the year ended December 31, 2025 175 Statutory Reports Corporate OverviewFinancial Statements average number of shares outstanding during the year are adjusted for the effects of all dilutive potential equity shares. o. Cash dividend The Company recognises a liability to make cash distributions to equity holders when the distribution is authorised and the distribution is no longer at the discretion of the Company. As per the corporate laws in India, a distribution is authorised when it is approved by the shareholders. A corresponding amount is recognised directly in equity. p. Contingent liabilities A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the occurrence or non-occurrence of one or more uncertain future events beyond the control of the Company or a present obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised because it cannot be measured reliably. The Company does not recognise a contingent liability but discloses its existence in the financial statements, unless the possibility of an outflow of resources embodying economic benefits is remote. q. Exceptional Items An item of income or expense which by its size, nature, occurrence or incidence requires a disclosure in order to improve understanding of the performance of the Company is treated as an exceptional item in the Statement of Profit and Loss account. G G
Page 149
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 176 3. Pr operty, Plant and Equipment, Capital work-in-progress and Other intangible assets ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 A. C arrying amounts T angible Assets F reehold land 3.87 3.87 L easehold land - - Building (Including Leasehold Improvements) 72.29 69.64 Plan t & equipment 82.19 68.45 L aboratory equipment 18.07 12.55 C omputer hardware 7.48 6.86 F urniture & fixture 70.87 58.59 Offic e equipment 4.99 4.09 M otor vehicles 0.09 0.12 259.85 224.17 Other intangible assets C omputer Software 0.90 1.52 B. C apital work-in-progress (Refer Note 1) 72.07 60.26 ` in Crore Particulars Freehold Land* Building (Including Leasehold Improvements) Plant & Equipment Laboratory Equipment Computer Hardware Furniture & Fixture Office Equipment Motor Vehicles Computer Software To t a l Cost Balance as at January 01, 2024 3.87 70.71 166.53 26.05 16.84 141.49 9.08 0.23 16.89 451.69 Additions - 36.15 39.56 5.08 1.51 48.03 3.35 - 1.06 134.74 Disposals - 0.33 1.58 1.12 7.80 51.01 0.90 - - 62.74 Balance as at December 31, 2024 3.87 106.53 204.51 30.01 10.55 138.51 11.53 0.23 17.95 523.69 Additions - 9.87 30.20 9.05 4.94 58.71 2.45 - 0.50 115.72 Disposals - 0.39 10.66 1.26 0.55 64.56 5.07 - 2.27 84.76 Balance as at December 31, 2025 3.87 116.01 224.05 37.80 14.94 132.66 8.91 0.23 16.18 554.65 Accumulated depreciation Balance as at January 01, 2024 - 31.86 122.09 15.95 8.81 81.08 7.49 0.08 14.70 282.06 Additions - 5.36 15.36 2.61 2.52 49.83 0.85 0.03 1.73 78.29 Disposals - 0.33 1.39 1.10 7.78 50.99 0.90 - - 62.49 Balance as at December 31, 2024 - 36.89 136.06 17.46 3.55 79.92 7.44 0.11 16.43 297.86 Additions - 7.12 16.04 3.27 4.28 45.99 1.50 0.03 1.12 79.35 Disposals - 0.29 10.24 1.00 0.51 64.12 5.02 - 2.27 83.45 Balance as at December 31, 2025 - 43.72 141.86 19.73 7.32 61.79 3.92 0.14 15.28 293.76 Impairment Loss Balance as at January 01, 2024 - - - - 0.14 - - - - 0.14 Additions - - - - - - - - - - Disposals - - - - - - - - - - Balance as at December 31, 2024 - - - - 0.14 - - - - 0.14 Additions - - - - - - - - - - Disposals - - - - - - - - - - Balance as at December 31, 2025 - - - - 0.14 - - - - 0.14
Page 150
Notes to the Financial Statements for the year ended December 31, 2025 177 Statutory Reports Corporate OverviewFinancial Statements ` in Crore Particulars Freehold Land* Building (Including Leasehold Improvements) Plant & Equipment Laboratory Equipment Computer Hardware Furniture & Fixture Office Equipment Motor Vehicles Computer Software To t a l Carrying amounts Balance as at January 01, 2024 3.87 38.85 44.44 10.10 7.89 60.41 1.59 0.15 2.19 169.49 Additions - 36.15 39.56 5.08 1.51 48.03 3.35 - 1.06 134.74 Depreciation / Impairment - 5.36 15.36 2.61 2.52 49.83 0.85 0.03 1.73 78.29 Disposals (net) - - 0.19 0.02 0.02 0.02 - - - 0.25 Balance as at December 31, 2024 3.87 69.64 68.45 12.55 6.86 58.59 4.09 0.12 1.52 225.69 Additions - 9.87 30.20 9.05 4.94 58.71 2.45 - 0.50 115.72 Depreciation / Impairment - 7.12 16.04 3.27 4.28 45.99 1.50 0.03 1.12 79.35 Disposals (net) - 0.10 0.42 0.26 0.04 0.44 0.05 - - 1.31 Balance as at December 31, 2025 3.87 72.29 82.19 18.07 7.48 70.87 4.99 0.09 0.90 260.75 * T itle deeds of all immovable properties are held in the name of the Company, except for the freehold land situated in Mehsana, Gujarat having a gross carrying value of ` 0.01 Crore held in the name of Indrol Lubricants Specialist Ltd. The title deed is in the name of erstwhile company and it has filed an application for mutation of name. ` in Crore Particulars To t a l Capital work in progress movement Balance as at January 01, 2024 108.36 Addition during the year 87.28 Capitalised during the year 134.74 Write off 0.64 Balance as at December 31, 2024 60.26 Addition during the year 127.53 Capitalised during the year 115.72 Write off - Balance as at December 31, 2025 72.07 N ote 1 A geing of Capital work-in-progress Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Projects in progress Projects T emporary suspended Projects in progress Projects T emporary suspended Less than 1 year 69.74 - 53.22 - 1 - 2 years 1.87 - 5.56 - 2 - 3 years 0.24 - 1.40 - More than 3 years 0.22 - 0.08 - Total 72.07 - 60.26 - 3. Pr operty, Plant and Equipment, Capital work-in-progress and Other intangible assets (Contd.)
Page 151
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 178 P rojects where completion is overdue or cost has exceeded its original plan ` in Crore Particulars As at December 31, 2025 T o be completed in As at December 31, 2024 T o be completed in Less than 1 year 1 - 2 years 2 - 3 years More than 3 years Less than 1 year 1 - 2 years 2 - 3 years More than 3 years 1. Pr oject 1 (Z24CM005) 3.30 - - - - - - - 2. Pr oject 2 (Z22CM005) 2.96 - - - - - - - 3. Pr oject 3 (X25CM001) 2.59 - - - - - - - 4. Pr oject 4 (X20IM012) 1.99 - - - 2.30 - - - 5. Pr oject 5 (Z23CM037) 1.64 - - - - - - - 6. Pr oject 6 (Y25IM006) 1.00 - - - - - - - 7. Pr oject 7 (Z23CM028) - - - - 3.87 - - - 8. Pr oject 8 (S21CM001) - - - - 3.78 - - - 9. Pr oject 9 (X21IM013) - - - - 2.57 - - - 10. Pr oject 10 (Z24CM027) - - - - 2.37 - - - 11. Pr oject 11 (Z23IM004) - - - - 2.08 - - - 12. Others 6.36 - - - 7.79 - - - Total 19.84 - - - 24.76 - - - 4. F inancial assets ( Unsecured, considered good, unless otherwise stated) 4.1 Loans Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Non-Current Considered good - unsecured L oans to employees* 0.66 0.95 0.66 0.95 Current Considered good - unsecured L oans to employees* 0.52 0.52 Total 0.52 0.52 * I ncludes ` Nil (December 31, 2024 : ` 0.01 Crore) to key managerial personnel. 3. Pr operty, Plant and Equipment, Capital work-in-progress and Other intangible assets (Contd.)
Page 152
Notes to the Financial Statements for the year ended December 31, 2025 179 Statutory Reports Corporate OverviewFinancial Statements 4.2 O ther financial assets Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Financial assets carried at amortized cost Non Current Advance to customers - rebate - C onsidered good - - - C onsidered doubtful 3.76 3.76 3.76 3.76 Less : Allowance for doubtful advances (3.76) (3.76) - - Security deposits# 9.28 9.44 9.28 9.44 Current Rebates receivable 31.73 36.58 Interest accrued on bank deposits 9.90 19.74 Security deposits# 0.16 0.16 Derivative instruments at fair value through Profit or loss Current Derivatives not designated as hedges F oreign exchange forward contracts* 0.06 0.41 Total 41.85 56.89 # Security deposit are non interest bearing and recoverable at the termination of contract unless otherwise agreed * W hile the Company entered into forward contracts with the intention of reducing the foreign exchange risk of expected purchases, these contracts are not designated in hedge relationships and are measured at fair value through profit or loss. 4.3 T rade receivables *# (Refer note 28) Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Current (A) 100.78 96.47 C onsidered good - secured## Unsecured 372.43 341.22 C onsidered good 11.64 9.97 C onsidered doubtful (11.64) (9.97) L ess : Allowance for doubtful debts (B) 372.43 341.22 (A + B) 473.21 437.69 4. F inancial assets (Contd.) Q Q
Page 153
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 180 M ovement in the allowance of doubtful debts during the year ` in Crore Particulars For the year ended December 31, 2025 For the year ended December 31, 2024 Balance at the beginning of the year 9.97 9.04 Add: Allowance created during the year 4.42 2.72 Less: Reversal of allowance during the year (2.55) (1.34) Less: Written back during the year (0.20) (0.45) Balance at end of the year 11.64 9.97 * R efer note no. 28 for related party receivables. # The average credit period ranges from 1 to 90 days. Interest is charged at 24% p.a. on the overdue balance. ## Secured by deposits and bank guarantees from customers. O utstanding for the following period from the due date of payment as at December 31, 2025 ` in Crore Ageing Undisputed T rade Receivables Disputed T rade Receivables Considered Good Considered Doubtful Considered Good Considered Doubtful Not Due 446.90 - - - Less than 6 months 26.30 0.75 - - 6 months - 1 year 0.01 0.72 - 1.76 1-2 Years - 0.46 - 0.93 2-3 Years - - - 0.63 More than 3 years - 0.20 - 6.19 Sub total 473.21 2.13 - 9.51 Total 484.85 Less : Allowance for doubtful trade receivables (11.64) Total Trade Receivables 473.21 O utstanding for the following period from the due date of payment as at December 31, 2024 ` in Crore Ageing Undisputed T rade Receivables Disputed T rade Receivables Considered Good Considered Doubtful Considered Good Considered Doubtful Not Due 420.42 - - - Less than 6 months 17.24 0.99 - 0.77 6 months - 1 year 0.03 0.40 - 0.06 1-2 Years - 0.21 - 0.50 2-3 Years - 0.12 - 0.15 More than 3 years - 0.43 - 6.34 Sub total 437.69 2.15 - 7.82 Total 447.66 Less : Allowance for doubtful trade receivables (9.97) Total Trade Receivables 437.69 4. F inancial assets (Contd.)
Page 154
Notes to the Financial Statements for the year ended December 31, 2025 181 Statutory Reports Corporate OverviewFinancial Statements 4. F inancial assets (Contd.) 4.4 C ash and cash equivalents Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Balance with banks In current accounts 11.34 11.28 Deposits with original maturity of less than 3 months 195.10 220.01 Investment in overnight funds# 220.18 221.58 Total 426.62 452.87 # These instruments are mandatorily measured at fair value through profit or loss in accordance with Ind AS 109. 4.5 B ank Balances other than above Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Deposits with original maturity for less than 12 months 696.51 930.00 Unclaimed dividend account and capital reduction [Includes unclaimed amount of ` 1.22 Crore (December 31, 2024 : ` 1.22 Crore) pertaining to capital reduction in earlier years] 17.86 16.10 Total 714.37 946.10 4.6 N on Current Investment Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Investments measured at fair value through other comprehensive income (FVTOCI) 442.80 487.50 Total 442.80 487.50 Nature of Instrument Unquoted, Fully Paid up As at December 31, 2025 No. of shares T otal Value ` in Crore 0.001% Compulsorily Convertible Preference Shares (FV of ` 10 each) 1,270,309 442.34 Equity Shares (FV of ` 10 each) 1,336 0.46 Closing Balance 442.80 Nature of Instrument Unquoted, Fully Paid up As at December 31, 2024 No. of shares T otal Value ` in Crore 0.001% Compulsorily Convertible Preference Shares (FV of ` 10 each) 1,270,309 486.99 Equity Shares (FV of ` 10 each) 1,336 0.51 Closing Balance 487.50 D uring the previous year, Ki Mobility Solutions Private Limited (Ki Mobility) has undergone corporate restructuring through a Composite Scheme of Arrangement involving TVS Automobile Solutions Private Limited (TASPL), TASL Automobile Solutions Private Limited and Ki Mobility Solutions Private Limited, and their respective shareholders. The restructuring scheme is duly approved by Hon'ble Company Law Tribunal, Chennai. Consequently, Ki Mobility was amalgamated with TVS Automobile Solutions Private Limited (TASPL). The rights, and percentage of the shareholding of the Company in Ki Mobility continues to remain the same in TASPL although there has been a change in the number of shares which were allotted on November 28, 2024 by TASPL. Pursuant to the above mentioned approval, 1336 shares of ` 10 each fully paid (Equity and CCPS) of TASPL were allotted to the Company for every 100 shares of ` 10 each fully paid up (Equity and CCPS) held in Ki Mobility.
Page 155
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 182 B reak up of financial assets carried at amortized cost Particulars Note As at December 31, 2025 As at December 31, 2024 Loans 4.1 1.18 1.47 Trade receivables 4.3 473.21 437.69 Cash and cash equivalents 4.4 206.44 231.29 Other balances with banks 4.5 714.37 946.10 Other financial assets 4.2 51.07 65.92 Total 1,446.27 1,682.47 5. I ncome tax assets (net) Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Advance income tax / tax deducted at source (net of current tax provision) 24.93 27.98 Total 24.93 27.98 6. D eferred tax assets - (net) Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Deferred tax assets (net)* 95.64 85.03 Total 95.64 85.03 M ovement in deferred tax assets / (liabilities) ` in Crore Particulars Net balance as at January 01, 2025 Recognised in the statement of profit and loss Recognised in OCI Net deferred tax asset/(liability) as at December 31, 2025 Deferred tax asset / (liabilities) Property, Plant and Equipment 57.14 4.21 - 61.35 Right-of-use asset (net) 1.64 0.11 - 1.75 43B disallowances 17.64 5.16 (0.09) 22.71 Inventories - obsolete 2.00 0.57 - 2.57 Allowance for doubtful debts 5.18 0.42 - 5.60 Other temporary differences 1.43 0.23 - 1.66 Deferred tax asset / (liabilities) 85.03 10.70 (0.09) 95.64 4. F inancial assets (Contd.)
Page 156
Notes to the Financial Statements for the year ended December 31, 2025 183 Statutory Reports Corporate OverviewFinancial Statements M ovement in deferred tax assets / (liabilities) ` in Crore Particulars Net balance as at January 01, 2024 Recognised in the statement of profit and loss Recognised in OCI Net deferred tax asset/(liability) as at December 31, 2024 Deferred tax asset / (liabilities) Property, Plant and Equipment 51.28 5.86 - 57.14 Right-of-use asset (net) 1.16 0.48 - 1.64 43B disallowances 15.40 1.80 0.44 17.64 Inventories - obsolete 3.17 (1.17) - 2.00 Allowance for doubtful debts 5.08 0.10 - 5.18 Other temporary differences 2.01 (0.58) - 1.43 Deferred tax asset / (liabilities) 78.10 6.49 0.44 85.03 * T he Company has a deferred tax asset on account of fair value loss on non-current investments in equity instruments through OCI. In the absence of reasonable certainty to generate adequate long-term capital gain in future to offset the long-term capital loss on fair value of non-current investment, the Company has not recognized the deferred tax asset on such fair value loss. I ncome Tax T he major components of income tax expense Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Profit and Loss: Current tax (including charge of earlier years - ` 1.19 Crore) (December 31, 2024 : ` 0.86 Crore) 343.08 336.87 Deferred tax (10.70) (6.49) Total Income tax expense 332.38 330.38 R econciliation of tax expense and the accounting profit multiplied by domestic tax rate Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Profit before Income tax expense 1,282.31 1,257.61 Tax at the Indian tax rate 25.17% (December 31, 2024 : 25.17%) 322.76 316.54 Items giving rise to difference in tax Effect of non-deductible expenses 8.56 12.93 Effect of tax adjustment of earlier years 1.19 0.86 Others (0.13) 0.05 Income tax expense 332.38 330.38 6. D eferred tax assets - (net) (Contd.)
Page 157
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 184 7. O ther assets Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Non-Current Advance to customers - rebate - C onsidered good 39.12 48.88 - C onsidered doubtful - - 39.12 48.88 Capital advances 2.22 2.45 Prepaid expenses 2.89 0.94 Deposits / balance with statutory / government authorities - C onsidered good 26.96 30.42 - C onsidered doubtful 6.86 6.86 78.05 89.55 Less: Allowance for doubtful deposits (6.86) (6.86) Total 71.19 82.69 Current Advance to customers - rebate - C onsidered good 53.90 48.50 - C onsidered doubtful - - 53.90 48.50 Prepaid expenses 5.53 3.00 Advance to suppliers 8.18 22.30 Other receivables - C onsidered good 3.03 4.83 - C onsidered doubtful - - 3.03 4.83 Deposits / balance with statutory / government authorities 71.13 65.89 Total 141.77 144.52 8. I nventories (lower of cost and net realizable value) Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Raw materials [including stock in transit ` 41.16 Crore (December 31, 2024 : ` 51.36 Crore)] 309.15 276.60 Packing materials [including stock in transit Nil (December 31, 2024 : Nil)] 6.46 7.14 Finished goods [including stock in transit ` Nil (December 31, 2024 : Nil)] 154.35 160.30 Traded goods [including stock in transit ` 16.61 Crore (December 31, 2024 : ` 15.63 Crore)] 76.38 80.17 Total 546.34 524.21 Note: The cost of inventories recognised in December 31, 2025 includes ` 2.22 Crore in respect of write down of inventories. (December 31, 2024 : ` 4.63 Crore in respect of recognition of write down of inventories.)
Page 158
Notes to the Financial Statements for the year ended December 31, 2025 185 Statutory Reports Corporate OverviewFinancial Statements 9. E quity share capital Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Authorized 990,000,000 equity shares [(December 31, 2024 : 990,000,000 equity shares) - ` 5/- each] 495.00 495.00 495.00 495.00 Issued, subscribed and fully paid-up 989,122,384 equity shares [(December 31, 2024 : 989,122,384 equity shares) - ` 5/- each] 494.56 494.56 Total 494.56 494.56 a . Reconciliation of the equity shares outstanding at the beginning and at the end of the year Particulars As at December 31, 2025 As at December 31, 2024 No. of Shares ` in Crore No. of Shares ` in Crore Balance at the beginning of the year 989,122,384 494.56 989,122,384 494.56 Outstanding at the end of the year 989,122,384 494.56 989,122,384 494.56 b . T erms / rights attached to equity shares The Company has only one class of equity shares having par value of ` 5/- per share (December 31, 2024 : ` 5/- per share). Each holder of equity shares is entitled to one vote per share. The dividend proposed by the board of directors is subject to the approvals of the shareholders in the ensuing annual general meeting (AGM). Dividend on Equity Shares For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Dividend on Equity Shares paid during the year Final Dividend ` 9.5 per share for the year December 31, 2024 (December 31, 2023 : ` 4.50 per share) 939.67 445.11 Interim Dividend ` 3.50 per share for the year December 31, 2025 (December 31, 2024 : ` 3.50 per share) 346.19 346.19 The Board of Directors of the Company has at its meeting held on February 3, 2026 recommended a final dividend of ` 5.25 per share for year ended December 31, 2025 [December 31, 2024 : ` 9.5 per share (which includes a special dividend of ` 4.5 per share)] which is subject to the approval of the members at the ensuing annual general meeting. I n the event of the Company being liquidated, since the equity shares of the Company are fully paid - up, there would be no additional liability on the shareholders of the Company. However, post settlement of the liabilities of the Company, the surplus, if any, would be distributed amongst the shareholders in proportion to the number of shares held by each one of them. c . Equity shares in the Company held by its holding/ultimate holding company and/or their subsidiaries/associates are as below: Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Castrol Limited, U.K . 504,452,416 equity shares of ` 5/- each fully paid (Holding Company) [December 31, 2024 : 504,452,416 equity shares of ` 5/- each fully paid] 252.22 252.22 Q Q
Page 159
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 186 d . Details of shareholders holding more than 5% shares in the company are as below: Particulars As at December 31, 2025 No. of Shares % holding in the class % Change during the year 1. C astrol Limited, U.K. 504,452,416 51.00% 0.00% 2. L ife Insurance Corporation of India 98,266,253 9.93% -0.12% Particulars As at December 31, 2024 No. of Shares % holding in the class % Change during the year 1. C astrol Limited, U.K. 504,452,416 51.00% 0.00% 2. L ife Insurance Corporation of India 99,433,476 10.05% -1.24% e . Share held by promoters/promoters group at the end of the year Particulars As at December 31, 2025 As at December 31, 2024 % Change during the year Castrol Limited, U.K. (No. of shares) 504,452,416 504,452,416 0.00% As per records of the Company, including its register of shareholders/ members and other declarations received from shareholders regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares. 10. O ther Equity ** Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Share based payment## 103.30 101.00 Capital reserve# 13.62 13.62 Retained earnings@ 1,288.82 1,669.19 Total 1,405.74 1,783.81 ## Share value plan of ultimate holding company (refer note 2.5 (d) of material accounting policies) # Capital reserve mainly represents amount transferred on amalgamation with erstwhile Tata BP Lubricants * * For movement, refer statement of changes in equity @ R etained earnings represents profit that the Company has earned to date, less any dividends or other distributions paid to the investors. 11. F inancial liabilities 11.1 T rade payables # (Refer note 28) Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Current T otal outstanding dues of micro enterprises and small enterprises (Refer note 26) 9.32 18.29 T otal outstanding dues of creditors other than micro enterprises and small enterprises 776.73 685.36 Total 786.05 703.65 # T rade payables are non-interest bearing and are normally settled between 7 to 90 days credit terms 9. E quity share capital (Contd.)
Page 160
Notes to the Financial Statements for the year ended December 31, 2025 187 Statutory Reports Corporate OverviewFinancial Statements O utstanding for the following period from the due date of payment as at December 31, 2025 ` in Crore Ageing MSME Others Disputed dues MSME Disputed dues Others Unbilled - 587.86 - - Not due 8.92 159.50 - - Less than 1 Year 0.29 20.96 - - 1-2 Years 0.08 0.51 - - 2-3 Years - 0.07 - - More than 3 Years 0.03 0.32 - 7.51 Sub total 9.32 769.22 - 7.51 Total trade payables 786.05 O utstanding for the following period from the due date of payment as at December 31, 2024 Ageing MSME Others Disputed dues MSME Disputed dues Others Unbilled - 443.28 - - Not due 17.00 206.65 - - Less than 1 Year 0.74 26.85 - - 1-2 Years 0.05 0.10 - - 2-3 Years 0.47 0.07 - 0.50 More than 3 Years 0.03 0.69 - 7.22 Sub total 18.29 677.64 - 7.72 Total trade payables 703.65 11.2 O ther financial liabilities Financial liabilities at amortized cost As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Current Deposit from customers# 36.29 36.74 E mployee benefits payable 39.17 43.22 C apex payables 67.57 37.60 In terest accrued and due on deposit from customers 1.46 1.39 R ebate payables 335.52 302.92 C orporate social responsibility - 0.97 U nclaimed dividend account and capital reduction [Includes unclaimed amount of ` 1.22 Crore (December 31, 2024 : ` 1.22 Crore) pertaining to capital reduction in earlier years]## 17.86 16.10 Total 497.87 438.94 # Deposit from customers are interest bearing and repayable on termination of agreement unless otherwise agreed ## T he Company has transferred the amounts required to be transferred to the Investor Education and Protection Fund (IEPF) within due date. The Company has not transferred an amount of ` 0.20 Crore (December 31, 2024: ` 0.18 Crore) accumulated over the years as dividends held in abeyance, for cases where disputes relating to ownership of the underlying shares have remained unresolved. There are no other amounts due for payment to the IEPF under Section 125 of the Companies Act, 2013 as at the year end. In Previous year, the Company had transferred an amount of ` 0.97 Crore to the Investor Education and Protection Fund (IEPF) after the due date as the e-portal of the Ministry of Corporate Affairs (MCA) was under migration and the required IEPF Forms were unavailable for filing by the Company during the period July and August 2024 during which the aforesaid amount of ` 0.97 Crore was due. MCA vide General Circular Nos. 6/2024 and 7 /2024 dated July 06, 2024 and July 17, 2024, respectively, clarified about the same and granted waiver of additional fees on Form IEPF-1 till August 16, 2024 to companies and also notified the new process for transfer of unpaid amounts to IEPF which could be done only after filing the said Form IEPF-1 under the upgraded portal. 11. F inancial liabilities (Contd.)
Page 161
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 188 12. Provisions Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Non Current Pr ovision for employee benefit (Refer note 27) 44.78 24.71 Total 44.78 24.71 Current Pr ovision for employee benefit (Refer note 27) 0.39 0.49 Pr ovision for indirect taxes [Refer note (a) and (b) below] 34.22 32.70 Pr ovision for litigations [Refer note (b)] 0.84 0.84 Total 35.45 34.03 ( a) Movement in Provision for Indirect Taxes: Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Excise, Customs and Service tax Sales T ax, VA T and GST Excise, Customs and Service tax Sales T ax, VA T and GST Balance as at January 01 1.46 31.24 2.70 30.23 Addition during the year 0.34 1.95 - 1.40 Reversed / Paid during the year - 0.77 1.24 0.39 Balance as at December 31 1.80 32.42 1.46 31.24 Total 34.22 32.70 ( b) The Company has made provision for known litigation cases and pending assessments in respect of taxes, duties and other levies, the outflow of which would depend on the final outcome of the respective cases. 13. C urrent tax liabilities (net) Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Provision for tax (net of advance tax and tax deducted at source) 7.37 14.70 Total 7.37 14.70 14. Other current liabilities Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore S tatutory dues 41.18 41.90 A dvance from customers 10.45 12.28 De ferred revenue 8.59 4.69 Total 60.22 58.87
Page 162
Notes to the Financial Statements for the year ended December 31, 2025 189 Statutory Reports Corporate OverviewFinancial Statements 15. R evenue from operations# Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Revenue from operations Sale of products [(net of rebates ` 679.03 Crore) December 31, 2024 : ` 643.64 Crore] 5,700.32 5,345.68 Other operating revenue Inc ome from services 12.47 10.98 Scr ap sale 8.71 8.19 Revenue from operations 5,721.50 5,364.85 # In case of sale of goods, the Company satisfies its performance obligation upon delivery, which is based on the terms agreed with the customer, and for the sale of services, the performance obligation is satisfied as and when the services are rendered. The Company does not have any remaining performance obligations as contracts entered for sale of goods are for shorter duration. There are no contract for sale of services wherein, performance obligation is unsatisfied to which transaction price has been allocated. The Company disaggregated revenues from contracts with customers by geography. Refer Note 24 below. 16. O ther income Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Interest income on financial assets carried at amortized cost F rom bank deposits 46.89 66.71 Others 2.29 1.50 Excess accruals written back 0.72 0.52 Gain on overnight funds** 9.45 9.83 Profit on sale of Property, Plant and Equipment (net) 1.77 - Profit on fair valuation of forward contract - 0.38 Miscellaneous income* 6.31 9.67 Total 67.43 88.61 * I ncludes service rendered to related parties of ` 5.62 Crore (December 31, 2024 : ` 9.35 Crore) * *These instruments are measured at fair value through profit or loss in accordance with IND AS 109 17.1 Cost of raw and packing materials consumed Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Raw materials and packing materials consumed In ventory at the beginning of the year 283.74 306.79 A dd : Purchases during the year 2,687.48 2,482.57 2,971.22 2,789.36 L ess : Inventory at the end of the year 315.61 283.74 Total raw materials and packing materials consumed 2,655.61 2,505.62 Q Q
Page 163
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 190 17.2 Purchase of traded goods Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Purchase of traded goods 254.06 236.55 Total 254.06 236.55 17.3 Changes in inventories of finished goods / traded goods Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Inventories at the end of the year T raded goods 76.38 80.17 F inished goods 154.35 160.30 230.73 240.47 Inventories at the beginning of the year T raded goods 80.17 80.42 F inished goods 160.30 145.71 240.47 226.13 Net decrease / (increase) in inventories of finished / traded goods 9.74 (14.34) 18. E mployee benefits expense Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Salaries and wages 258.10 259.03 Share based payments (refer note 31) 3.74 23.56 Contribution to provident and other funds 21.13 18.75 Staff welfare expenses 13.23 11.46 Total 296.20 312.80 19. F inance costs Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Interest on financial liabilities carried at amortized cost 3.04 2.45 Interest on income tax 0.14 0.25 Interest on lease liabilities 6.11 6.68 Total 9.29 9.38 20. D epreciation and amortization expense Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Depreciation of property plant and equipment (refer note 3) 78.23 76.56 Amortization of right-of-use asset (refer note 23) 21.47 21.48 Amortization of intangible assets (refer note 3) 1.12 1.73 Total 100.82 99.77
Page 164
Notes to the Financial Statements for the year ended December 31, 2025 191 Statutory Reports Corporate OverviewFinancial Statements 21. O ther expenses Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Rent 1.26 1.45 Rates and taxes 4.57 1.81 Power and fuel 6.82 7.15 Stores and consumables 2.59 2.60 Freight and forwarding charges 187.41 166.28 Insurance 7.79 6.87 Repairs and maintenance L and and buildings 6.95 6.82 P lant and equipment 11.21 10.65 O thers 19.18 21.56 Allowance for doubtful debts (including bad debts) 1.87 1.38 Processing and filling charges 25.25 22.04 Advertising 163.92 146.32 Stock point operating charges 41.38 37.08 Loss on disposal/write off of Property, Plant and Equipment (net) - 0.25 Capital work in progress write off - 0.64 Director's sitting fees 0.48 0.33 Commission to resident non-whole time Indian directors 0.72 0.74 Royalty 132.49 129.31 Sales promotion fees 315.44 273.94 Travelling expenses 19.03 17.24 Legal, professional fees and contract charges 166.51 146.57 Payment to auditors [Refer note (i) below] 2.07 1.99 Foreign exchange loss (net) 1.32 1.83 Loss on fair valuation of forward contract 0.35 - Corporate social responsibility [Refer note (ii) below] 25.28 23.20 Miscellaneous expenses 14.48 18.02 Total 1,158.37 1,046.07 Note Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore (i) P ayment to auditor (excluding taxes) As auditor: A udit fee 1.37 1.31 T ax accounts and tax audit fees 0.34 0.32 L imited review 0.23 0.22 R eimbursement of expenses 0.13 0.14 Total 2.07 1.99 Q Q
Page 165
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 192 Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore (ii) C orporate social responsibility activities a. Gross amount required to be spent by the Company during the year. 24.64* 23.06 b . Amount spent during the year (on purpose other than construction / acquisition of assets controlled by the company) - includes amount spent by implementation agency on behalf of the company and direct expenses. 25.28 23.20 c. Amount given to implementation agency (on purpose other than construction / acquisition of assets controlled by the company) during the year and spent within 30 days from the year-end by the implementation agency towards on-going project - - d. Amount outstanding (payable to implementation / CSR monitoring agency) as at year end for ongoing projects - 0.97# e. Details of related party transactions N/A N/A f . Nature of CSR activities: 1. Programme for truck drivers - holistic development of truck drivers 2. Programme for mechanics - Strengthening skills in the automotive and industrial sectors, with a focus on technology 3. Community Development in the areas of operation and presence 4. Environmental sustainability g. Where a provision is made with respect to a liability incurred by entering into a contractual obligation, the movement in the provision N/A N/A Note: The company will set-off the excess contribution paid during the year amounting to ` 0.64 Crore in next 3 years * net off excess contribution of previous year ` 0.14 Crore # In respect of ongoing projects unspent CSR amount had been spent by the Company within 30 days from the end of the previous year, hence the Company has not transferred the unspent amount to special account as required under provision of sub-section (6) of section 135 of the Act. 22. E arnings per share (EPS) Particulars For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Profit for the year 949.93 927.23 No. of Shares No. of Shares Weighted average number of equity shares in calculating Basic and Diluted EPS 989,122,384 989,122,384 Basic and Diluted earnings per share ( `) 9.60 9.37 Nominal value per share (`) 5.00 5.00 23. Leases Right-of-use assets ` in Crore Particulars Land Buildings Vehicles To t a l Balance at January 01, 2025 35.10 39.75 18.10 92.95 Additions 0.40 - 0.97 1.37 Less: Amortization 0.95 14.19 6.33 21.47 Balance at December 31, 2025 34.55 25.56 12.74 72.85 21. O ther expenses (Contd.) --------------------� -------- --------------------� --------
Page 166
Notes to the Financial Statements for the year ended December 31, 2025 193 Statutory Reports Corporate OverviewFinancial Statements Right-of-use assets ` in Crore Particulars Land Buildings Vehicles To t a l Balance at January 01, 2024 16.96 54.82 17.58 89.36 Additions 18.66 - 6.41 25.07 Less: Amortization 0.52 15.07 5.89 21.48 Balance at December 31, 2024 35.10 39.75 18.10 92.95 Lease liabilities ` in Crore Particulars Land Buildings Vehicles To t a l Balance at January 01, 2025 17.47 45.23 19.32 82.02 Additions - - 0.97 0.97 Add: Finance costs 1.43 3.27 1.41 6.11 Less: Payments 0.96 17.72 7.61 26.29 Balance at December 31, 2025 17.94 30.78 14.09 62.81 Lease liabilities ` in Crore Particulars Land Buildings Vehicles To t a l Balance at January 01, 2024 - 58.66 18.29 76.95 Additions 17.92 - 6.41 24.33 Add: Finance costs 0.46 4.49 1.73 6.68 Less: Payments 0.91 17.92 7.11 25.94 Balance at December 31, 2024 17.47 45.23 19.32 82.02 T he table below provides details regarding the contractual maturities of lease liabilities on an undiscounted basis as at December 31, 2025: Particulars ` in Crore Less than one year 25.68 Between one and five years 28.89 More than five years 52.90 24. S egment information O perating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM) of the Company. The CODM is responsible for allocating resources and assessing performance of the operating segments of the Company. T he Company has integrated its organization structure with respect to its automotive and non-automotive business considering that the synergies, risks and returns associated with business operations are not predominantly distinct. The company has aligned its internal financial reporting system in line with the organization structure. As a result the Company’s reportable business segment consists of a single segment of “Lubricants” in terms of Ind AS 108. The Managing Director (Chief Operating Decision Maker) is accountable for leading the growth agenda for an integrated automotive and industrial business. Information by geographies For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Revenue India 5,694.35 5,338.07 Outside India 27.15 26.78 Total 5,721.50 5,364.85 23. Leases (Contd.) Q Q
Page 167
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 194 Information by geographies For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Capital expenditure (including capital work-in-progress) India 127.53 87.28 Outside India - - Total 127.53 87.28 Non-current assets As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore India 476.86 461.59 Outside India - - Total 476.86 461.59 T here are no transactions with single customer which amounts to 10% or more of the Company’s revenue for year ended December 31, 2025 and December 31, 2024. 25. ( i) C ontingent liabilities & commitments Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore (a) C ontingent liabilities [Refer note below] Claims against the Company not acknowledged as debts: - Income tax matters in dispute under appeal 5.95 2.78 - Sales tax matter under appeals 22.22 23.46 - In respect of compensation claimed by third parties / workers / employees 1.86 1.76 (A) 30.03 28.00 (b) Commitments - Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) 81.51 93.99 (B) 81.51 93.99 Total (A + B) 111.54 121.99 Note: The management based on internal assessment/external legal opinion does not expect these demands / claims to succeed. Claims, where the possibility of outflow of resources embodying economic benefits is remote, have not been considered in contingent liability. (ii) The Company had received following demand orders from Maharashtra Sales Tax Department for disputes relating to the movement of goods from the Plant/ Mother warehouse (MWH) situated in Maharashtra to the CFAs for sale of goods made by the company in the states other than Maharashtra, where applicable taxes have been paid as per the provisions of law. The department alleged that the movement of goods was to fulfil pre-existing orders in the destination States, and were therefore in the nature of inter - state sales. The Company contends that the movement of goods from Maharashtra was not pursuant to any contract /order from customers in other States hence the understanding of operations/systems recorded in the assessment orders are not factually correct. The Company's tax payment methodology in respect of the goods sold is adequately supported by robust legal grounds/precedents and in Company's opinion the said demands are unjustified. 24. S egment information (Contd.)
Page 168
Notes to the Financial Statements for the year ended December 31, 2025 195 Statutory Reports Corporate OverviewFinancial Statements Thus considering the favorable orders from MVAT Tribunal and based on the legal advice the Company has not made any provision in the books for the year ended December 31, 2025 and the possibility of outflow of resources embodying economic benefits is considered to be remote. During the year, the company has received favourable orders from Customs, Excise and Service Tax Appellate Tribunal (CESTAT) Delhi and the year wise status is as below: ` in Crore Financial Y ear Amount of demand (including interest) as at December 31, 2025 Status 2007-08 306.71 The Company had received favourable orders from Maharashtra Sales Tax Tribunal (MSTT) against which the department filed appeals with Central Sales Tax Appellate Authority, Delhi (CSTAA). CESTAT order received in favor of Company. 2009-10 255.50 2010-11 263.63 2011-12 474.64 2012-13 578.05 2013-14 485.22 2014-15 528.34 2015-16 510.69 2016-17 565.00 The Company had received favourable orders from MSTT on September 19, 2024. 2017-18 (Apr-17 to Jun-17) 163.47 The Company had received favourable order from MSTT against which department had filed the appeal with CSTAA. CESTAT order received in favor of Company. Total 4,131.25 26. D etails of dues to micro enterprises and small enterprises as defined under The Micro, Small and Medium Enterprises Development (MSMED) Act 2006*# Particulars As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore a. The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting year - Principal amount due to micro and small enterprises 0.35 0.75 - Interest due on above 0.01 0.02 b. The amount of interest paid by the buyer in terms of section 16 of the Micro and Small Enterprise Development Act, 2006, along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year. - - c. The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under Micro and Small Enterprise Development Act, 2006. - - d. The amount of interest accrued and remaining unpaid at the end of each accounting year 0.01 0.02 e. The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of Micro and Small Enterprise Development Act, 2006. - - * T he company has the process of identification of suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006, by obtaining confirmations from all suppliers. Information has been collated only to the extent of information received. # The Company had awarded certain works contracts to vendors who are registered under the Micro, Small and Medium Enterprises Development Act, 2006. Since, the scope of the said Act does not effectively extend to works contract, the payment and the reporting obligations thereunder would also not apply to such retention monies and hence the same has been accordingly reported. 25. (ii) (Contd.)
Page 169
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 196 27 E mployee benefits I ) Defined contribution plan Contribution to Provident and Other Funds in Note 18 includes ` 0.91 Crore (December 31, 2024: ` 0.91 Crore) for ESIC and Labour Welfare Fund. Note 21 includes Insurance ` 3.92 Crore (December 31, 2024: ` 3.61 Crore) for Medical Insurance benefits and post retiral medical benefit scheme. I I) Defined benefit plan A) General description of defined benefit plan i) Gratuity The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to fifteen days/one month salary last drawn for each completed year of service depending on the date of joining. The same is payable on termination of service, retirement or death, whichever is earlier. The benefit vests after five years of continuous service. The Company has a defined benefit gratuity plan in India (funded).The Company defined benefit gratuity plan is a final salary plan for India employees, which requires contributions to be made to a separately administered fund. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member’s length of service and salary at retirement age. The fund has the form of a trust and it is governed by the Board of Trustees, which consists of an equal number of employer and employee representatives. The Board of Trustees is responsible for the administration of the plan assets and for the definition of the investment strategy. ii) Provident Fund The Provident Fund (administered by a trust) is a defined benefit scheme whereby the Company deposits amounts determined as a fixed percentage of basic pay to the fund every month. The actuary has provided a valuation and determined the fund assets and obligations as at December 31, 2025. Further, it has been determined that the yield on the investments of the trust is adequate to meet the obligation towards the payment of the interest rate notified by the government. iii) Pension Benefit to Past Employees Under the Company's pension scheme, certain categories of employees, on retirement, are eligible for monthly differential pension which is accounted for on an actuarial basis as on the Balance Sheet date. iv) Compensated absences The Company has a policy on compensated absences which is applicable to its executives joined upto a specified period and all workers. The expected cost of accumulating compensated absences is determined by actuarial valuation performed by an independent actuary at each Balance Sheet date using projected unit credit method on the additional amount expected to be paid as a result of the unused entitlement that has accumulated at the Balance Sheet date.
Page 170
Notes to the Financial Statements for the year ended December 31, 2025 197 Statutory Reports Corporate OverviewFinancial Statements B) T he plans in India typically expose the Company to actuarial risks such as: investment risk, interest rate risk, longevity risk and salary risk. Investment risk The present value of the defined benefit plan liability is calculated using a discount rate determined by reference to government bond yields; if the return on plan asset is below this rate, it will create a plan deficit. Currently the plan has a relatively balanced investment in equity securities and debt instruments. Interest risk A decrease in the bond interest rate will increase the plan liability; however, this will be partially offset by an increase in the return on the plan’s debt investments. Longevity risk The present value of the defined benefit plan liability is calculated by reference to the best estimate of the mortality of plan participants both during and after their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability. Salary risk The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability. C) A mounts recognized in financial statements respect of these defined benefit plans are as follows: a) T he following tables set out the funded status of the gratuity, pension, compensated absences and provident fund plans and the amounts recognized in the Company's financial statements ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 Gratuity Pension benefit Compensated absences Provident Fund Gratuity Pension benefit Compensated absences Provident Fund (Funded) (Non-funded) (Non-funded) (Funded) (Funded) (Non-funded) (Non-funded) (Funded) Change in the present value of the defined benefit obligation and fair value of plan assets: Obligation at period beginning 62.90 1.37 1.46 272.07 60.45 1.32 1.24 253.94 Current service cost 5.37 (0.14) (0.03) 11.43 4.79 0.05 0.39 8.99 Past service cost 19.49 - - - - - - - Interest cost 4.01 - - 22.96 4.04 - - 20.66 Actuarial (gain) / loss due to change in assumptions 0.32 - - - 1.25 - - - Experience (gain) / loss on plan liability (0.76) - - - 0.35 - - - Benefits paid (9.31) - (0.11) (34.39) (3.34) - (0.17) (34.60) Contributions by employee - - - 15.63 - - - 14.95 Transfer in / (out) (2.73) - - 15.57 (4.64) - - 8.13 Obligation at period end 79.29 1.23 1.32 303.27 62.90 1.37 1.46 272.07 Change in plan assets Plan assets at period beginning, at fair value 40.53 - - 272.07 40.69 - - 252.43 Expected return on plan assets 2.80 - - 22.96 2.96 - - 20.54 Actuarial (loss) / gain on plan assets (0.09) - - - (0.14) - - - 27 E mployee benefits (Contd.)
Page 171
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 198 ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 Gratuity Pension benefit Compensated absences Provident Fund Gratuity Pension benefit Compensated absences Provident Fund (Funded) (Non-funded) (Non-funded) (Funded) (Funded) (Non-funded) (Non-funded) (Funded) Asset gain / (loss) - - - - - - - - Contributions by employer 5.47 - - 11.43 5.00 - - 10.62 Contributions by employee - - - 15.63 - - - 14.95 Benefits paid (9.31) - - (34.39) (3.34) - - (34.60) Transfer in / (out) (2.73) - - 15.57 (4.64) - - 8.13 Plan assets at period end, at fair value 36.67 - - 303.27 40.53 - - 272.07 Change in the present value of the defined benefit obligation and fair value of plan assets: Fair value of plan assets at the end of the period 36.67 - - 303.27 40.53 - - 272.07 Present value of the defined benefit obligation at the end of the period (79.29) (1.23) (1.32) (303.27) (62.90) (1.37) (1.46) (272.07) Asset / (liability) recognized in the Balance Sheet (42.62) (1.23) (1.32) - (22.37) (1.37) (1.46) - b) A mount for the year ended December 31, 2025 and December 31, 2024 recognized in the Statement of Profit and Loss (including amount recovered from group) under employee benefits expense and exceptional items ` in Crore Particulars For the year ended December 31, 2025 For the year ended December 31, 2024 Gratuity Pension benefit Compensated absences Provident Fund Gratuity Pension benefit Compensated absences Provident Fund (Funded) (Non-funded) (Non-funded) (Funded) (Funded) (Non-funded) (Non-funded) (Funded) Current service cost 5.37 (0.14) (0.03) 11.43 4.79 0.05 0.39 8.99 Past service cost 19.49 - - - - - - - Interest cost 4.01 - - 22.96 4.04 - - 20.66 Interest income (2.80) - - (22.96) (2.96) - - (20.54) (Gains) / losses - other long term benefits - - - - - - - - Total cost recognised in the Statement of Profit and Loss 26.07 (0.14) (0.03) 11.43 5.87 0.05 0.39 9.11 27 E mployee benefits (Contd.)
Page 172
Notes to the Financial Statements for the year ended December 31, 2025 199 Statutory Reports Corporate OverviewFinancial Statements 27 E mployee benefits (Contd.) c) A mount for the year ended December 31, 2025 and December 31, 2024 recognized in the other comprehensive income: ` in Crore Particulars For the year ended December 31, 2025 For the year ended December 31, 2024 Gratuity Pension benefit Compensated absences Provident Fund Gratuity Pension benefit Compensated absences Provident Fund (Funded) (Non-funded) (Non-funded) (Funded) (Funded) (Non-funded) (Non-funded) (Funded) Actuarial (gain) / loss due to demographic assumption changes in defined benefit obligation (0.36) - - - (0.10) - - - Actuarial (gain) / loss due to Financial Assumption changes in Defined benefit obligation 0.68 - - - 1.35 - - - Actuarial (gain) / loss due to experience adjustment on defined benefit obligation (0.76) - - - 0.35 - - - Actuarial (loss) / gain on plan assets 0.09 - - - 0.14 - - - Total actuarial (gain)/loss included in OCI (0.35) - - - 1.74 - - - d) M ajor categories of plan assets are as follows Provident fund ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 The composition of plan assets Special Deposit 17.32 17.32 Investment in Government and Debt Securities 242.71 213.60 Investment in Mutual Funds 19.16 15.06 Bank Balance 13.79 11.38 Others - Receivables / (Payables) 11.38 17.24 Total 304.36 274.60 Gratuity ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 The composition of plan assets Special Deposits 0.76 0.76 Deposit with insurance schemes 34.65 38.77 Bank Balance 0.75 0.79 Others - Receivables / (Payables) 0.51 0.21 Total 36.67 40.53 Each year, the Board of Trustees reviews the level of funding in the India gratuity plan. Such a review includes the asset-liability matching strategy and investment risk management policy. This includes employing the use of annuities and longevity swaps to manage the risks. The fair values of the above investments are determined based on prices in active markets. The Board of Trustees decides its contribution based on the results of this annual review. Generally, it aims to have a portfolio mix of equity instruments and debt instruments. The Board of Trustees aim to keep annual contributions relatively stable at a level such that no plan deficits (based on valuation performed) will arise. Q Q
Page 173
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 200 e) T he principal assumptions used for the purposes of the actuarial valuations as at December 31, 2025 and December 31, 2024 were as follow: Particulars As at December 31, 2025 As at December 31, 2024 Gratuity Compensated absences Provident Fund Gratuity Compensated absences Provident Fund (Funded) (Non-funded) (Funded) (Funded) (Non-funded) (Funded) Discount rate 6.76% 6.76% 6.76% 6.90% 6.90% 6.90% Rate of increase in compensation level Executives - 10.00% Workers - 4% Executives - 10.00% Workers - 4% Executives - 10.00% Workers - 4% Executives - 10.00% Workers - 4% Executives - 10.00% Workers - 4% Executives - 10.00% Workers - 4% Interest Rate Guarantee - - 8.25% - - 8.25% f) S ensitivity Analysis ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 Gratuity Compensated absences Provident Fund Gratuity Compensated absences Provident Fund (Funded) (Non-funded) (Funded) (Funded) (Non-funded) (Funded) Discount per annum a) Incr ease by 100 basis points 74.63 1.24 298.20 59.38 1.39 268.74 b) Decr ease by 100 basis points 84.50 1.41 315.82 66.84 1.54 284.24 Rate of increase in compensation a) Incr ease by 100 basis points 82.96 1.35 - 65.93 1.54 - b) Decr ease by 100 basis points 75.79 1.24 - 60.03 1.39 - Interest Rate Guarantee a) Incr ease by 100 basis points - - 315.17 - - 283.73 b) Decr ease by 100 basis points - - 298.20 - - 268.77 T he sensitivity analyses above have been determined based on reasonably possible changes of the respective assumptions occurring at the end of the year and may not be representative of the actual change. It is based on a change in the key assumption while holding all other assumptions constant. When calculating the sensitivity to the assumption, the same method used to calculate the liability recognized in the Balance Sheet has been applied. The methods and types of assumptions used in preparing the sensitivity analysis did not change compared with the previous year. G ratuity plan: ` 10.82 Crore (December 31, 2024: ` 6.58 Crore) P rovident fund: ` 12.76 Crore (December 31, 2024: ` 11.85 Crore) 27 E mployee benefits (Contd.)
Page 174
Notes to the Financial Statements for the year ended December 31, 2025 201 Statutory Reports Corporate OverviewFinancial Statements g) M aturity profile of defined benefit obligation is as follows ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 Gratuity Provident Fund Gratuity Provident Fund (Funded) (Funded) (Funded) (Funded) Year 1 7.17 26.84 9.54 37.47 Year 2 9.27 31.40 5.45 43.84 Year 3 7.27 31.23 8.17 43.60 Year 4 9.00 30.09 5.78 42.01 Year 5 8.92 20.12 6.62 28.08 Year 6 - 10 45.40 108.35 35.16 151.26 Years 10 and above 43.71 - 34.90 - 28. R elated party disclosures as required under Ind AS - 24, "Related Party Disclosures" are given below: A. N ame of the related party and nature of relationship where control exist a) H olding companies Castrol Limited, U.K . (Holding Company of Castrol India Limited) Castrol Group Holdings Limited (formerly known as Burmah Castrol PLC- Holding Company of Castrol Limited, U.K.) BP PLC (Holding Company of Castrol Group Holdings Limited), Ultimate Holding Company B. N ame of the related party and nature of relationship where transaction have taken place a) Fellow subsidiaries (where transaction exists) AsPac Lubricants (Malaysia) Sdn. Bhd. BP Shipping Ltd BP - Castrol (Thailand) Limited Castrol (Shanghai) Management Co. Ltd BP (China) Industrial Lubricants Limited Castrol Belgium BV Castrol Madeni Yaðlar Ticaret A.Þ BP Marine Limited BP Business Solutions India Private Limited Castrol Germany GmbH BP Exploration Alpha Ltd - India Branch (L) Castrol Singapore Pte Limited Castrol France Sas Lubricants UK Limited Castrol Denmark A/S Formally Known as Nordic Lubricants AS BP Lubricants USA Inc. BP India Private Limited BP International Limited BP International Limited - OB&C UK BP Japan KK Bp Middle East Llc BP Korea Limited b) J oint venture of BP Global Investment Limited, a subsidiary of Ultimate Holding Company Reliance BP Mobility Limited (RBML) RBML Solutions India Limited (Subsidiary of RBML) c) Post employment benefit funds Castrol India Ltd. Employees' Provident Fund Castrol India Ltd. Staff Pension Fund Castrol India Ltd. Employees' Gratuity Fund 27 E mployee benefits (Contd.) Q Q
Page 175
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 202 d) Key management personnel (where transaction exists) Sandeep Sangwan Managing Director (Till October 31, 2024) Deepesh Baxi Chief Financial Officer & Whole time Director (Till March 13, 2025) Saugata Basuray Wholetime Director (Upto December 31, 2025) Wholetime Director & Interim Chief Executive Officer Mayank Pandey Whole time Director (Till July 30, 2024) Kedar Lele Managing Director (w.e.f November 01, 2024) (Till December 31, 2025) Vishal Thakkar Interim Chief Financial Officer (w.e.f June 12, 2025) (Till July 27, 2025) Mrinalini Srinivasan Chief Financial Officer & Wholetime Director (w.e.f July 28, 2025) e) Non-executive Independent Directors* Rakesh Makhija R. Gopalakrishnan (Till September 30, 2024) Uday Khanna (Till September 30, 2024) Sangeeta Talwar Satyavati Berera (w.e.f October 01, 2024) f) Non-executive non-Independent Directors* Sashi Mukundan (Till October 31, 2024) Kartikeya Dube (w.e.f July 30, 2024) Udayan Sen (Till February 28, 2025) Nicola Buck (Till June 11, 2024) Nisha Trivedi (w.e.f February 3, 2025) * N on-executive directors are disclosed as Key Management Personnel as per the requirement of Ind AS 24. However, they are not key management personnel as per Companies Act, 2013. B. T ransactions with related parties Particulars Nature of Relationship For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Purchase of materials / traded goods# Castrol Germany GmbH Fellow subsidiary 55.23 46.91 Castrol Belgium BV Fellow subsidiary 19.49 30.06 Castrol France Sas Fellow subsidiary 7.40 10.13 Bp Middle East Fellow subsidiary 0.05 - BP Lubricants USA Inc Fellow subsidiary 6.72 9.51 Bp China industrial Lubricants Ltd. Fellow subsidiary 0.07 1.40 BP Japan K.K Fellow subsidiary 0.06 0.03 BP Korea Limited Fellow subsidiary 0.26 0.44 AsPac Lubricants (Malaysia) Sdn. Bhd. Fellow subsidiary 0.05 - Castrol Singapore Pte Limited Fellow subsidiary 0.30 1.00 BP - Castrol (Thailand) Limited Fellow subsidiary 1.37 1.57 Castrol Madeni Yaðlar Ticaret A.Þ Fellow subsidiary 0.74 - Total 91.74 101.05 Sale of goods (net of returns) Reliance BP Mobility Limited Joint venture of BP Global Investment Limited, a subsidiary of Ultimate Holding Company 17.30 15.15 RBML Sales India Limited Joint venture of BP Global Investment Limited, a subsidiary of Ultimate Holding Company 0.03 - Castrol (Shanghai) Management Co. Ltd Fellow subsidiary 1.07 0.79 BP - Castrol (Thailand) Limited Fellow subsidiary 1.59 0.47 28. R elated party disclosures as required under Ind AS - 24, "Related Party Disclosures" are given below: (Contd.)
Page 176
Notes to the Financial Statements for the year ended December 31, 2025 203 Statutory Reports Corporate OverviewFinancial Statements 28. R elated party disclosures as required under Ind AS - 24, "Related Party Disclosures" are given below: (Contd.) Particulars Nature of Relationship For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Bp Middle East Llc Fellow subsidiary 0.24 0.51 AsPac Lubricants (Malaysia) Sdn. Bhd. Fellow subsidiary 0.33 0.60 Total 20.56 17.52 Receiving of services BP International Limited* Fellow subsidiary 13.92 15.38 Castrol Germany GmbH Fellow subsidiary 0.57 0.50 Lubricants UK Limited Fellow subsidiary 2.48 0.57 BP Business Solutions India Private Limited Fellow subsidiary 15.57 15.45 BP Shipping Ltd Fellow subsidiary 0.71 0.45 Castrol Denmark A/S Formally Known as Nordic Lubricants AS Fellow subsidiary - 0.19 BP India Private Limited Fellow subsidiary 0.86 0.85 Total 34.11 33.39 * Includes hardware transfer cost from BP International of ` Nil (Previous year ` 3.05 Crore) Rendering of services (Including reimbursement of expenses) Castrol Limited, U.K Holding company 3.22 2.93 BP International Limited Fellow subsidiary 2.14 1.12 BP India Private Limited Fellow subsidiary 0.67 7.28 Lubricants UK Limited Fellow subsidiary 3.28 1.97 Castrol France Sas Fellow subsidiary - 0.55 Castrol Singapore Pte Limited Fellow subsidiary 0.03 - BP Exploration (Alpha) Limited Fellow subsidiary 1.54 1.56 Total 10.88 15.41 Contribution to funds Castrol India Ltd. Employees' Provident Fund Post employment benefit funds 11.43 10.62 Castrol India Ltd. Staff Pension Fund Post employment benefit funds 2.52 2.71 Castrol India Ltd. Employees' Gratuity Fund Post employment benefit funds 5.47 5.00 Total 19.42 18.33 Commission income BP Marine Limited Fellow subsidiary 2.16 4.17 Total 2.16 4.17 Overridding Commission Reliance BP Mobility Limited Joint venture of BP Global Investment Limited, a subsidiary of Ultimate Holding Company 4.12 3.23 RBML Sales India Limited Joint venture of BP Global Investment Limited, a subsidiary of Ultimate Holding Company 0.05 - Total 4.17 3.23 Dividend (On payment Basis) Castrol Limited, U.K. Holding company 655.79 403.56 Total 655.79 403.56 Royalty expense Castrol Limited, U.K. Holding company 132.49 129.31 Total 132.49 129.31 * Share value expenses to be borne by BP PLC Q Q
Page 177
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 204 Particulars Nature of Relationship For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Share value and share match payments* BP PLC Ultimate Holding Company 3.74 23.56 Total 3.74 23.56 Remuneration to key management personnel@ ## Sandeep Sangwan Key management personnel - 8.87 Mrinalini Srinivasan Key management personnel 1.68 - Mayank Pandey Key management personnel - 2.37 Deepesh Baxi Key management personnel 1.48 3.84 Vishal Thakkar Key management personnel 0.22 - Saugata Basuray Key management personnel 3.92 3.53 Kedar Lele Key management personnel 7.93 0.68 Total 15.23 19.29 Bifurcation of long term and short term benefits Short-term employee benefits 13.21 13.01 Post-employment benefits 0.52 0.64 Share-based payment transactions 1.50 5.64 Total 15.23 19.29 Commission and Director sitting fees to non-executive Independent directors# R Gopalakrishnan### Key management personnel - 0.27 Uday Khanna Key management personnel - 0.20 Rakesh Makhija Key management personnel 0.44 0.30 Sangeeta Talwar### Key management personnel 0.38 0.30 Satyavati Berera Key management personnel 0.38 0.07 Total 1.20 1.14 Dividend to Directors No. of share held at December 31, 2025 No. of share held at December 31, 2024 For the year ended December 31, 2025 ` in Crore For the year ended December 31, 2024 ` in Crore Uday Khanna (Director till September 30, 2024) - 1,600 - * Saugata Basuray 400 400 * * Mayank Pandey (Director till July 30, 2024) - 100 - * Rakesh Makhija 2,000 - * - Sangeeta Talwar 5,000 - * - Kedar Lele (Director till December 31, 2025) 8,000 - 0.01 - Udayan Sen (Director till February 28, 2025) - 1,508 - * Total 0.02 * * Amounts are less than the denomination disclosed @ T he remuneration to key management personnel includes share value plan and contribution of company towards share match on taxable basis. # Commission and sitting fees to non- executive Independent directors ## E xclusive of provision for liability in respect of leave earned and gratuity, since this is based on actuarial valuation done on an overall basis for all employees, performance bonus / incentive amount considered on payment basis. ### Includes travel reimbursement 28. R elated party disclosures as required under Ind AS - 24, "Related Party Disclosures" are given below: (Contd.)
Page 178
Notes to the Financial Statements for the year ended December 31, 2025 205 Statutory Reports Corporate OverviewFinancial Statements Balance as at year ended Nature of relationship As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Amounts payable BP PLC Ultimate Holding Company - 5.41 Castrol Limited, U.K. Holding company 112.61 109.90 Castrol Germany GmbH Fellow subsidiary 9.91 3.20 Castrol India Ltd. Employees' Provident Fund Post employment benefit funds 2.20 2.14 Castrol India Ltd. Staff Pension Fund Post employment benefit funds 0.19 0.22 Castrol India Ltd. Employees' Gratuity Fund Post employment benefit funds 0.44 0.44 Deepesh Baxi Key management personnel - 0.60 Kedar Lele Key management personnel 2.17 0.67 Mrinalini Srinivasan Key management personnel 0.26 - Saugata Basuray Key management personnel 0.63 0.59 Rakesh Makhija# Key management personnel 0.28 0.20 Sangeeta Talwar# Key management personnel 0.22 0.18 Satyavati Berera# Key management personnel 0.22 0.05 BP - Castrol (Thailand) Limited Fellow subsidiary 0.54 0.27 Castrol Singapore Pte Limited Fellow subsidiary - 0.30 Castrol Belgium Bv Fellow subsidiary 1.70 3.10 Castrol France Sas Fellow subsidiary - 1.56 BP India Private Limited Fellow subsidiary 0.26 0.85 BP International Limited Fellow subsidiary 16.27 3.49 BP Lubricants USA Inc Fellow subsidiary 1.83 2.58 Bp Shipping Limited Fellow subsidiary 0.58 - BP Korea Ltd Fellow subsidiary - 0.07 Lubricants UK Limited Fellow subsidiary 2.04 1.24 Castrol Denmark A/S Formally Known as Nordic Lubricants AS Fellow subsidiary - 0.18 Castrol Madeni Yaðlar Ticaret A.Þ Fellow subsidiary 0.74 - Bp Middle East Llc Fellow subsidiary 0.05 - BP Business Solutions India Private Limited Fellow subsidiary 4.24 16.69 Total 157.38 153.93 # Commission and sitting fees to non-executive Independent directors Amounts receivable Bp Middle East Llc Fellow subsidiary 0.25 - BP India Private Limited Fellow subsidiary 0.09 0.75 28. R elated party disclosures as required under Ind AS - 24, "Related Party Disclosures" are given below: (Contd.) Q Q
Page 179
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 206 Balance as at year ended Nature of relationship As at December 31, 2025 ` in Crore As at December 31, 2024 ` in Crore Reliance BP Mobility Limited Joint venture of BP Global Investment Limited, a subsidiary of Ultimate Holding Company 2.00 1.76 BP Marine Limited Fellow subsidiary 0.45 1.33 Lubricants UK Limited Fellow subsidiary 0.37 1.14 BP Exploration (Alpha) Limited Fellow subsidiary 0.19 0.17 BP International Limited Fellow subsidiary 0.50 0.04 Castrol (Shanghai) Management Co. Ltd Fellow subsidiary - 0.32 BP - Castrol (Thailand) Limited Fellow subsidiary 1.23 - Castrol France Sas Fellow subsidiary - 0.07 Loan receivable from Saugata Basuray Key Management Personnel - 0.01 Total 5.08 5.59 Share based payments - Other equity * BP PLC Ultimate Holding Company 103.30 101.00 Total 103.30 101.00 * C onsidered as deemed contribution since the cost of the share value plan is borne by the Ultimate Holding Company. 29. F inancial risk management T he Company's activities expose it to a variety of financial risks: market risk, credit risk and liquidity risk. The Company's focus is to foresee the unpredictability of financial markets and seek to minimize potential adverse effects on its financial performance. The Company has constituted a Risk Management Committee, which is responsible for developing and monitoring the Company’s risk management policies. The Company’s risk management policies are established to identify and analyze the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company. The primary market risk to the Company is foreign exchange risk. The Company uses forward contracts to mitigate foreign exchange related risk exposures. The Company's exposure to credit risk is influenced mainly by the individual characteristic of each customer. A . Liquidity risk The company's principal sources of liquidity are cash and cash equivalents and the cash flow that is generated from operations. The company has no outstanding bank borrowings. The company believes that the working capital is sufficient to meet its current requirements. Accordingly, no liquidity risk is perceived. As of December 31, 2025 and December 31, 2024, the Company had a working capital of ` 936.45 Crore and ` 1,292.57 Crore respectively including cash and cash equivalents of ` 426.62 Crore and ` 452.87 Crore respectively. The table below provides details regarding the contractual maturities of significant financial liabilities as on reporting date. ` In Crore Particulars On demand Less than 1 year 1 to 5 years More than 5 years To t a l As December 31, 2025 Financial liabilities (17.86) (501.28) (21.43) (20.11) (560.68) Trade payables - (786.05) - - (786.05) 28. R elated party disclosures as required under Ind AS - 24, "Related Party Disclosures" are given below: (Contd.)
Page 180
Notes to the Financial Statements for the year ended December 31, 2025 207 Statutory Reports Corporate OverviewFinancial Statements ` In Crore Particulars On demand Less than 1 year 1 to 5 years More than 5 years To t a l As December 31, 2024 Financial liabilities (16.10) (442.88) (42.26) (19.72) (520.96) Trade payables - (703.65) - - (703.65) B . Market risk Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk: foreign currency risk and other price risk, such as commodity risk. Financial instruments that are affected by market risk include deposits and foreign exchange forward contracts. The sensitivity analysis in the following sections relate to the position as at December 31, 2025 and December 31, 2024. The analyses exclude the impact of movements in market variables on: the carrying values of gratuity and other post-retirement obligations; provisions; and the non-financial assets and liabilities. This is based on the financial assets and financial liabilities held at December 31, 2025 and December 31, 2024. B 1. Foreign Currency risk Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company’s exposure to the risk of changes in foreign exchange rates relates primarily to the Company’s operating activities (primarily material costs are denominated in a foreign currency). The Company manages its foreign currency risk by hedging certain material costs that are expected to occur within a range of 1 to 3 month period for hedges of purchases of base oil and additives. When a derivative is entered into for the purpose of being a hedge, the Company negotiates the terms of those derivatives to match the terms of the hedged exposure. For hedges of highly probable transactions the derivatives cover the period of exposure from the point of the commitment up to the point of settlement of the resulting payable that is denominated in the foreign currency. At December 31, 2025 and December 31, 2024 the Company has hedged significant amount of foreign currency purchases for 1 to 3 months. Those hedged purchases were highly probable at the reporting date.This foreign currency risk is hedged by using foreign currency forward contracts. Details are as given below Hedged Foreign Currency exposure as at Balance Sheet Date As at December 31, 2025 As at December 31, 2024 No of buy contracts relating to firm commitments for imports 2 2 Foreign currency - USD 14,049,141 16,580,000 ` Crore 126.72 141.72 Unhedged Foreign Currency exposure as at Balance Sheet Date The following table analyses the foreign currency risk from financial instruments Particulars As at December 31, 2025 As at December 31, 2024 Foreign currency ` in Crore Foreign currency ` in Crore Trade payables USD 13,243,072 118.99 12,187,255 104.34 EURO 1,120,196 11.83 809,803 7.19 GBP 180,865 2.19 - - SGD 7,339 0.05 47,146 0.30 Trade receivables / Other financial assets USD 3,818,132 34.31 4,627,682 39.62 29. F inancial risk management (Contd.)
Page 181
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 208 Particulars As at December 31, 2025 As at December 31, 2024 Foreign currency ` in Crore Foreign currency ` in Crore Advances given USD 211,416 1.90 268,987 2.31 EURO 94,500 1.00 367,030 3.27 GBP - - 58,974 0.63 Sensitivity Analysis The Company is mainly exposed to changes in USD and Euro. The sensitivity analyses demonstrate a reasonably possible change in USD and Euro exchange rates, with all other variables held constant. 5% appreciation/ depreciation of USD and Euro with respect to functional currency of the Company will have impact of following decrease/increase in profit: ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 USD 4.14 3.12 EURO 0.54 0.20 Total 4.68 3.32 B 2. Commodity Price risk The company exposure to market risk with respect to commodity prices primarily arises from the fact that we are a purchaser of base oil. This is a commodity product whose prices can fluctuate sharply over short periods of time. The prices of base oil generally fluctuate in line with commodity cycles. Material purchases forms the largest portion of our operating expenses. The Company evaluates and manages commodity price risk exposure through operating procedures and sourcing policies. The Company has not entered into any commodity derivative contracts. It may also be noted that there are no direct derivatives available for base oil, but there are derivatives for crude oil. C . Credit risk Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade receivables), deposits with banks and foreign exchange transactions. The Company’s customer mainly consists of it distributors and Original Equipment Manufacturers (OEMs). The Company has a credit policy, approved by the Management that is designed to ensure that consistent processes are in place to measure and control credit risk. The Company has trade relationships only with reputed third parties. The receivable balances are constantly monitored, resulting in an insignificant exposure of the Company to the risk of non-collectible receivables. Credit risk is managed through credit approvals, establishing credit limits, obtaining collaterals from the customers in the form of deposits and/or bank guarantees and periodically monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business. The maximum credit exposure associated with financial assets is equal to the carrying amount. The Company historical experience of collecting receivables, supported by the level of default, is that credit risk is low across territories and so trade receivables are considered to be a single class of financial assets. The Company makes an allowance for doubtful debts using expected credit loss model and also on a case to case basis, when required, for major clients. As a practical expedient the company follows the policy of providing for trade receivable which are due for more than 90 days. I n case of cash and cash equivalents, since the amount is in form of demand deposits with bank there is no credit risk perceived. Hence no provision for expected credit loss has been made. 29. F inancial risk management (Contd.)
Page 182
Notes to the Financial Statements for the year ended December 31, 2025 209 Statutory Reports Corporate OverviewFinancial Statements 30. ( A) F air value measurement The carrying value and fair value of financial instruments by categories as at December 31, 2025, & December 31, 2024 were as follows. ` in Crore Particulars As at December 31, 2025 As at December 31, 2024 Carrying value Fair Value Carrying value Fair Value Assets Loans 0.66 0.66 0.95 0.95 Other financial assets 9.28 9.28 9.44 9.44 Foreign exchange forward contracts 0.06 0.06 0.41 0.41 Non Current Investment at fair value through OCI (Level 3) 442.80 442.80 487.50 487.50 Total of Assets 452.80 452.80 498.30 498.30 Liabilities Other financial liabilities 41.54 41.54 61.98 61.98 Total of Liabilities 41.54 41.54 61.98 61.98 The management assessed that cash and cash equivalents, loans, other balances with banks, trade receivables, trade payables, lease liabilities and other current liabilities/assets approximate their carrying amounts largely due to the short-term maturities of these instruments. ( B) F air value hierarchy The Company does not have any financial instrument other than derivatives which are measured at fair value through Profit or loss. The fair value of such derivatives is categorised as level 2 based on the valuation technique used to arrive at the fair value. The fair value of financial instruments (non current investments) that are measured on the basis of entity specific valuation using inputs that are not based on observable market data (unobservable inputs). Fair value of non current investment is determined basis revenue multiples and using the method of fair valuation as per INDAS 113. A 1% change in the unobservable inputs used in fair valuation of Level 3 assets and liabilities does not have a significant impact in its value. 31. E quity settled share-based payments a ) Share match plan During the year ended December 31, 2025 : 60,052 shares (December 31, 2024 : 63,682 shares) were purchased by employees at weighted average fair value of GBP 3.93 per share (December 31, 2024 : GBP 4.38 per share). The Company contribution during the year on such purchase of shares amounting to ` 1.44 Crore (December 31, 2024 : ` 1.51 Crore) has been charged under employee benefit expense under Note 18. b ) Share value plan The expense recognised for employee services received during the year is shown in the following table: ` in Crore Particulars For the year ended December 31, 2025 For the year ended December 31, 2024 Total expense recognised for equity settled share-based payment transaction (refer note 18) 2.30 22.05 All share-based payments transactions relate to employee compensation. Q Q
Page 183
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 210 Fair values and associated details for restricted share units granted are as follows : Particulars For the year ended December 31, 2025 For the year ended December 31, 2024 Share Value Plan Number of units granted 138,120 56,725 Weighted average fair value $4.85 $5.92 Restricted share unit Number of units granted 123,965 208,143 Weighted average fair value $5.81 $4.84 The BP group operates a number of equity-settled employee share plans under which share units are granted to the group’s senior leaders and certain other employees. These plans typically have a three-year performance or restricted period during which the units accrue net notional dividends which are treated as having been reinvested. Leaving employment will normally preclude the conversion of units into shares, but special arrangements apply for participants that leave for qualifying reasons. The number of shares that are expected to vest each year under employee share plans are shown in the table below. Share Plan Vesting (Number of Shares) As at December 31, 2025 As at December 31, 2024 Within one year 163,460 1,843,108 1 to 2 years 343,828 159,893 2 to 3 years - 140,445 Total 507,288 2,143,446 32. C apital management F or the purpose of the Company's capital management, capital includes issued equity capital and all other equity reserves attributable to the equity holders. The primary objective of the Company capital management is to maximize the shareholder value. T he Company manages its capital structure and makes adjustments in light of changes in economic conditions and the requirements of the financial covenants. The Company monitors capital using a gearing ratio and is measured by net debt divided by total capital plus net debt. The Company includes within net debt trade and other payables, less cash and cash equivalents. The Company did not have any borrowings at any time during the year. Particulars As at December 31, 2025 (` in Crore) As at December 31, 2024 (` in Crore) Trade payables 786.05 703.65 Other payables 708.50 653.27 Less: Cash and cash equivalents (426.62) (452.87) Net debt 1,067.93 904.05 Total equity 1,900.30 2,278.37 Total equity and net debt 2,968.23 3,182.42 Gearing ratio 36% 28% 31. E quity settled share-based payments (Contd.)
Page 184
Notes to the Financial Statements for the year ended December 31, 2025 211 Statutory Reports Corporate OverviewFinancial Statements 33. F inancial ratios Particulars Numerator / Denominator For the year ended December 31, 2025 For the year ended December 31, 2024 Variance (%) Current Ratio (in times) : Current Assets / Current Liabilities 1.66 2.02 -18% Return on Equity Ratio(%) : Net profit after tax / Average Net worth 45% 42% 7% Inventory Turnover (no. of days) : Average Inventory/ Cost of goods sold *365 66.92 70.73 -5% Debtors Turnover (no. of days) : Average Trade Receivables / Revenue from operations *365 29.06 29.27 -1% Payables Turnover (no. of days) : Average Trade payables / Cost of goods sold *365 93.13 94.34 -1% Net Capital Turnover # (in times) : Revenue from operations / Working Capital 6.11 4.15 47% Net Profit Margin (%) : Net profit for the year after tax/ Net Sales 17% 17% - Return on Capital Employed (%) : Earning before Interest and Tax / Capital Employed 67% 55% 22% Debt Service Coverage Ratio*## (in times) : Earnings available to service debt / Debt Service 40.13 39.88 1% Return on Investment (%) : Interest Income / Average investment + Fixed Deposits 3.30% 4.35% -24% D ebt Equity is not applicable * Finance cost on Lease Liabilities is considered as Debt service cost for calculation of this ratio # T he increase in net capital turnover is due to higher dividend payout in current year for the year ended December 31, 2024 ## D ebt equity ratio are not applicable to the Company since there are no borrowings. The finance cost in the financial statements relates to leases (IND AS 116). 34. E xceptional item : statutory impact of new labour codes T he Government of India notified the four Labour Codes ('New Labour Codes') effective November 21, 2025. The Ministry of Labour & Employment has also issued draft Central Rules and FAQS to help assess the financial impact of these changes. The Company has ascertained its estimated obligations under the New Labour Codes based on actuarial valuation, best estimates and consistent with guidance provided by the Institute of Chartered Accountants of India. Considering the regulatory-driven and non-recurring nature of this impact, the Company has recognised incremental estimated obligations aggregating to ` 22.53 Crore as an exceptional item on account of employees past services in the financial statement for the year ended December 31, 2025. The Company continues to monitor the finalisation of Central / State Rules and clarifications from the Government on other aspects of the New Labour Codes and would recognise the impact of change in the estimate in that period, as needed. 35. In December 2025, bp plc (Ultimate Holding Company) announced that it has agreed to sell a 65% shareholding in Castrol’s global lubricants business to Stonepeak, at an enterprise value of approximately USD 10 billion subject to legal clearances. Under the terms of the agreement, ultimate holding company will retain a 35% minority interest in the business and expects to complete the transaction by the end of 2026, subject to customary approvals. Pursuant to that, the above announcement does not have any impact on the financial statement of the company for the year ended December 31, 2025. Q Q
Page 185
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 212 36. O ther statutory information a ) Disclosure of transactions with struck off companies Name of the struck off company Nature of transactions with struck off company Balance outstanding as at December 31, 2025 ` in Crore Balance outstanding as at December 31, 2024 ` in Crore Relationship with the struck off company, if any Josh Mining & Infracon Pvt Ltd Receivables 0.05 0.05 Customer Premier Inspection & Certification# Payables * * Vendors Jet Petro India Pvt. Ltd Payables * * Vendors Shibaco Engineers (P) Ltd Payables - 0.06 Vendors * Amounts are less than the denomination disclosed Name of the struck off company Nature of transactions with struck off company Number of shares held as at December 31, 2025 Balance outstanding as at December 31, 2025 in ` Relationship with the struck off company, if any Pegasus Mercantile Pvt Ltd Share held by struck off company 500 2,500 Shareholders Unicon Fincap Private Limited 1,200 6,000 Prananjali Inv&Trading Company Pvt Ltd 1,600 8,000 Badri Sarraf Fin & Mutual Benefit Co Ltd 3,520 17,600 Krishna Transport P Limited 4,840 24,200 Popular Stock & Share Services Ltd 5,600 28,000 Name of the struck off company Nature of transactions with struck off company Number of shares held as at December 31, 2024 Balance outstanding as at December 31, 2024 in ` Relationship with the struck off company, if any Kothari Intergroup Ltd.## Share held by Struck off company 4 20 Shareholders Tradeshare Financial Services Pvt Ltd## 20 100 Shasan Projects India Ltd## 64 320 M/S V Dinesh Traders Ltd## 36 180 Dbn Securities Pvt Ltd## 100 500 Signet Investments Pvt Ltd## 164 820 Pegasus Mercantile Pvt Ltd 500 2,500 Clive Street Nominees Pvt Ltd## 540 2,700 Balaji Yarn Ltd## 904 4,520 Hillworth Capital & Mkt P Ltd## 960 4,800 Unicon Fincap Private Limited 1,200 6,000 Prananjali Inv&Trading Company Pvt Ltd 1,600 8,000 Badri Sarraf Fin & Mutual Benefit Co Ltd 3,520 17,600 Krishna Transport P Limited 4,840 24,200 Popular Stock & Share Services Ltd 5,600 28,000 # T he above mentioned companies are identified as struck-off in current year and previous year balances are given for the purpose of comparison. ## The above mentioned companies are identified as struck-off in previous year and are not shareholders in current year, hence there is no corresponding balance in current year. None of the above mentioned struck off companies is a related party of the Company.
Page 186
Notes to the Financial Statements for the year ended December 31, 2025 213 Statutory Reports Corporate OverviewFinancial Statements b ) Title deeds of Immovable Property not held in name of the Company Relevant line in the Balance Sheet Description of the property Gross carrying value ` in Crore Title deed name held in the name of Whether the deed holder is a Promoter , Director or relative of the Promoters*/ Director or employee of the Promoter / Director Property held since which date Reasons for not being held in the name of company As at December 31,2025 PPE Land 0.01 Indrol Lubricants Specialitites Ltd. NA Since 1988 The deed of conveyance is in the ernstwhile name of the company and it has filed an application for Mutation of the name As at December 31,2024 PPE Land 0.01 Indrol Lubricants Specialitites Ltd. NA Since 1988 The deed of conveyance is in the ernstwhile name of the company and it has filed an application for Mutation of the name c) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property. d) The Company has not traded or invested in crypto currency or virtual currency during the financial year e) The Company is not declared wilful defaulter by any bank or financial institution or lender during the year. f) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period. g) The Company has not granted any loans or advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under the Companies Act, 2013), either severally or jointly with any other person, except as disclosed in Note no. 4.1 of the financial statements. h) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall : (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (ultimate beneficiaries) or (b) provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries i) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (funding party) with the understanding (whether recorded in writing or otherwise) that the Company shall : (a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the funding party (ultimate beneficiaries) or (b) provide any guarantee, security or the like on behalf of the ultimate beneficiaries. 36. O ther statutory information (Contd.) Q Q
Page 187
Notes to the Financial Statements for the year ended December 31, 2025 Castrol India Limited | Annual R eport 2025 214 j) T he Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961). k) Clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers) Rules, 2017 does not apply to the Company. 37. The financial statements are approved by the Board of Directors at the meeting held on February 3, 2026. The accompanying notes 1 - 37 are an integral part of the financial statements. For and on behalf of Board of Directors Rakesh Makhija DIN : 00117692 Chairman Saugata Basuray DIN : 09522239 Whole time Director & Interim Chief Executive Officer Hemangi Ghag FCS No : 9329 Company Secretary Mrinalini Srinivasan DIN : 09682234 Chief Financial Officer & Whole time Director Place: Mumbai Date: February 3, 2026
Page 188
215 Statutory Reports Corporate OverviewFinancial Statements NOTICE NOTICE is hereby given that the Forty Eighth (48 th) Annual General Meeting of the shareholders of Castrol India Limited will be held on Monday, 30 March 2026 at 10:00 A.M. Indian Standard Time (‘IST’) through Video Conferencing facility/ Other Audio Visual Means (‘ VC/OAVM’) to transact the following business: ORDINARY BUSINESS: 1. T o receive, consider and adopt the audited financial statements of the Company for the financial year ended 31 December 2025 and the reports of the Board of Directors and the Statutory Auditors thereon. 2. T o declare final dividend of ` 5.25 per equity share for the financial year ended 31 December 2025. 3. T o appoint a Director in place of Mr. Kartikeya Dube (DIN: 00929373), who retires by rotation and being eligible, offers himself for re-appointment. SPECIAL BUSINESS: 4. T o ratify the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No.: 00294), for the financial year ending 31 December 2026 and if thought fit, to pass, the following resolution as an Ordinary Resolution : CASTROL INDIA LIMITED CIN: L23200MH1979PLC021359 Registered Office: Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 Website: www.castrol.co.in Email Id: investorrelations.india@castrol.com Tel: +91 22 7177 7111 Fax: +91 22 6698 4101 “ RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 and the rules framed thereunder, as amended from time to time, the shareholders of the Company do hereby ratify the remuneration of ` 4,50,000 (Rupees Four Lacs Fifty Thousand Only) in addition to applicable taxes and reimbursement of related business expenses, at actuals, to M/s. Kishore Bhatia & Associates, Cost Accountants (Firm Registration No.: 00294), who were appointed by the Board of Directors of the Company, as Cost Auditors, to conduct audit of the cost records maintained by the Company, for the financial year ending 31 December 2026.” O n behalf of the Board of Directors H emangi Ghag C ompany Secretary & Compliance Officer M embership No.: FCS 9329 P lace : Mumbai D ate : 3 February 2026 R egistered Office: T echnopolis Knowledge Park, M ahakali Caves Road, A ndheri (East), Mumbai – 400 093 Q Q
Page 189
Castrol India Limited | Annual R eport 2025 216 NOTES: 1. T he Ministry of Corporate Affairs, Government of India (‘MCA’) has vide its circular no. 03/2025 dated 22 September 2025, read with general circulars no. 14/2020 dated 8 April 2020, no. 17 /2020 dated 13 April 2020, no. 20/2020 dated 5 May 2020 (collectively referred to as ‘MCA Circulars’) permitted the holding of the Annual General Meeting (‘AGM’ or ‘Meeting’) through Video Conferencing facility / Other Audio Visual Means (‘VC/OAVM’), till further orders, in accordance with the requirements laid down in Para 3 and Para 4 of the General Circular No. 20/2020 dated 5 May 2020. In compliance with the provisions of the Companies Act, 2013 (‘the Act’), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’) and MCA & SEBI Circulars, the 48 th AGM of the Company is being held through VC/OAVM. 2. T he Company has availed the services of Central Depository Services (India) Limited (‘CDSL ’) for conducting the AGM through VC/OAVM and enabling participation of Shareholders at the meeting thereto and for providing services of remote e-voting and e-voting during the AGM. 3. A n Explanatory Statement pursuant to Section 102 of the Act, relating to special business to be transacted at the AGM and the details of the Directors proposed to be appointed / re-appointed as required in terms of Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standards on General Meetings (‘Secretarial Standards – 2‘) issued by The Institute of Company Secretaries of India, is annexed hereto. 4. P ursuant to the provisions of the Act, a shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a shareholder of the Company. As this AGM is being held through VC/OAVM, physical attendance of shareholders has been dispensed with. Accordingly, the facility for appointment of proxies by the shareholders will not be available for the AGM and hence the proxy form, attendance slip and route map are not annexed to this Notice. 5. T he meeting shall be deemed to be held at the registered office of the Company at Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093. 6. T he Register of Directors and Key Managerial Personnel and their shareholding maintained under Section 170 of the Act, the Register of Contracts or Arrangements in which Directors are interested under Section 189 of the Act and any other documents referred to in the accompanying Notice and Explanatory Statements, shall be made available for inspection in accordance with the applicable statutory requirements based on the requests received by the Company at investorrelations. india@castrol.com . 7 . P ursuant to Sections 101 and 136 of the Act read with the relevant rules made thereunder and Regulation 36 of the SEBI Listing Regulations, companies can send Annual Reports and other communications through electronic mode to those shareholders who have registered their e-mail addresses either with the Company / RTA or with the Depository. Accordingly, the Annual Report containing financial statements (including Report of Board of Directors, Auditor’s report or other documents required to be attached therewith), and such statements including the Notice of 48th AGM are being sent through electronic mode to those shareholders whose email address is registered with the Company / RTA or the Depositories. Physical copy of the Annual Report shall be sent to those shareholders who request for the same. A dditionally, a letter providing the web link to access the Notice of the 48 th AGM and Annual Report is being sent to those shareholders whose e-mail Ids are not registered with the Company/RTA or the Depositories. 8. T he Notice and Annual Report will also be available on the website of the Company https:/ /www.castrol. com/en_in/india/home/investors/annual-reports. html, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively, and on the website of CDSL i.e. www.evotingindia.com . 9. T he recorded transcript of the AGM will be hosted on the website of the Company. 10. S hareholders, who have not registered their email address are requested to register the same in the following manner: F or shares held in physical form – By sending an email to KFIN Technologies Limited, Registrar and Share Transfer Agent (‘RTA’) at einward.ris@ kfintech.com . F or shares held in demat form – By contacting their respective Depository Participant(s). P lease note that registration of email address and mobile number is now mandatory while voting electronically and joining virtual meetings. 11. P ursuant to the provisions of Section 72 of the Act read with the rules made thereunder and in terms of
Page 190
217 Statutory Reports Corporate OverviewFinancial Statements SEBI Circulars, shareholders holding shares in a single name may avail the facility of nomination in respect of the shares held by them. Shareholders holding shares in physical form may avail this facility by sending a nomination in the prescribed Form SH-13 to the RTA. The said form is available on the Company’s website and can be downloaded using the weblink https:/ /www. castrol.com/en_in/india/home/investors/information- for-shareholders.html . F urther, if shares are held in dematerialized form, shareholders can contact their respective Depository Participant(s) to update their nomination details. 12. I n terms of the SEBI Listing Regulations, effective 1 April 2019, securities of listed companies can now only be transferred in dematerialized form, so the shareholders are advised to dematerialize shares held by them in physical form. 13. T o prevent fraudulent transactions, shareholders are advised to exercise due diligence and notify the RTA / Depository Participant of any change in address or demise of any shareholder as soon as possible. The shareholders are also advised to not leave their demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant and holdings should be verified from time to time. 14. S EBI has through relevant circulars issued in this regard, mandated furnishing of PAN, KYC details (i.e., postal address with pin code, email address, mobile number, bank account details) and nomination details by shareholders holding securities in physical form. In view of the same, concerned shareholders are requested to furnish the requisite documents/information to the RTA at the earliest. Any service requests or complaints received from the shareholders, will not be processed by RTA till the aforesaid details / documents are provided to RTA. Dividend payments in respect of such folios wherein PAN or KYC details are not available shall only be made electronically, upon registering all the required details. Relevant details and forms prescribed by SEBI in this regard are available on the website of the Company at https:/ /www.castrol.com/en_in/india/ home/investors/information-for-shareholders.html . F urther, SEBI has vide its circular dated 25 January 2022 mandated listed companies to issue securities in demat form only while processing service requests viz. issue of duplicate securities certificate, claim from unclaimed suspense account, renewal/exchange of securities certificate, endorsement, sub-division/ splitting of securities certificate, consolidation of securities certificates/folios, transmission and transposition. Accordingly, shareholders are requested to make service requests in prescribed Form ISR–4, as available on the Company’s website at aforesaid link. The Company / RTA shall verify and process the investor service requests and thereafter issue a ‘Letter of Confirmation’ (‘LOC’) in lieu of physical share certificate(s). The LOC shall be valid for a period of one hundred and twenty days from the date of issuance within which the shareholder/claimant shall make a request to the Depository Participant for dematerialising the said shares. In case, the demat request is not submitted within the aforesaid period, the shares shall be credited to the Company’s Suspense Escrow Demat Account. 15. S EBI vide circular no. SEBI/HO/OIAE/OIAE_IAD-1/P/ CIR/2023/131 dated 31 July 2023 (updated as on 4 August 2023) has specified that a shareholder shall first take up his/her/their grievance with the listed entity by lodging a complaint directly with the concerned listed entity and if the grievance is not redressed satisfactorily, the shareholder may, in accordance with the SCORES guidelines, escalate the same through the SCORES portal in accordance with the process laid out therein. Only after exhausting all available options for resolution of the grievance, if the shareholder is not satisfied with the outcome, he/she/they can initiate dispute resolution through the Online Dispute Resolution (‘ODR’) portal. Shareholders are requested to take note of the same. The aforesaid SEBI circular can be viewed on the following link: https:/ /www. castrol.com/en_in/india/home/investors/information- for-shareholders.html . 16. T he Board has adopted Investor Grievance Redressal Policy, which outlines the grievance redressal framework of the Company and the same is available on the website on https:/ /www.castrol.com/content/ dam/castrol/country-sites-new/en_in/india/ home/documents/investors/cil-investor-grievance- redressal-policy.pdf . 17 . T he RTA of the Company has launched a unified platform ‘KPRISM’ for the benefit of shareholders. KPRISM is a self-service portal / mobile based application that enables the shareholders to access their portfolios serviced by RTA, and check details like dividend status and make request for annual reports, change of address, update bank mandate, download standard forms, etc. The portal can be accessed at https://kprism.kfintech.com . For more assistance on KPRISM, shareholders may contact 040-67162222. 18. A S enior Citizens Investor Cell has been formed by the RTA to assist exclusively the senior citizens (above 60 years of age) in redressing their grievances, complaints and queries. The senior citizens wishing to avail this service can send the communication to senior.citizen@ kfintech.com . Q Q
Page 191
Castrol India Limited | Annual R eport 2025 218 A d edicated toll-free number is also provided on the website of the RTA for the information of the senior citizens. 19. F inal dividend on equity shares, if declared at the meeting, will be credited / dispatched on or before 27 April 2026 to those shareholders whose names shall appear in the register of members of the Company as on record date i.e. Monday, 23 March 2026 . Shareholders holding shares in electronic form are requested to intimate immediately, any change in their address or bank mandates to their Depository Participant(s) with whom they are maintaining their demat accounts. D ividend payments in respect of such folios wherein PAN or KYC details are not available shall only be made electronically, upon registering all the required details. I n the event the Company is unable to pay the dividend to any electronic shareholder directly in their bank accounts through Electronic Clearing Service or any other means, the Company shall dispatch the dividend demand draft to such shareholder, as soon as possible. T he Company, with the help of the RTA and the Depositories has dispatched reminders during the year to all shareholders who have not registered their KYC and other details, requesting them to update the same. 20. I n terms of Section 124 of the Act, the amount of dividend remaining unpaid/unclaimed for a period of 7 (seven) years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (‘IEPF’). Further, equity shares in respect whereof dividend remains unclaimed/unpaid for 7 (seven) consecutive years will also be transferred to the IEPF. T he due dates for transfer of unclaimed dividend and unclaimed shares to IEPF are provided in the report on Corporate Governance. Shareholders are requested to ensure that they claim the dividends and shares referred above, before they are transferred to the said fund by submitting their request on einward.ris@ kfintech.com or investorrelations.india@castrol.com . 21. T he Company has uploaded information of unclaimed dividends on the websites of the IEPF viz. www.iepf. gov.in and of the Company https:/ /www.castrol.com/ en_in/india/home/investors/investor-education- and-protection-fund.html . Further, the Company has also uploaded on its website, details of unclaimed interim dividend for the financial year ended 31 December 2025. 22. T he shareholders, whose unclaimed dividends/shares have been transferred to IEPF, may claim the same by making an online application to the IEPF Authority in web Form IEPF-5. The said form is available on MCA’s website www.mca.gov.in . Instructions for remote e-voting: 23. A ny person, whose name is recorded in the register of members or in the register of beneficial owners (in case of electronic shareholding) maintained by the depositories as on Monday, 23 March 2026 only shall be entitled to avail the facility of remote e-voting. The remote e-voting period commences on Thursday, 26 March 2026 at 9:00 a.m. IST and ends on Sunday, 29 March 2026 at 5:00 p.m. IST . The remote e-voting module shall be disabled by CDSL for voting thereafter. Once the vote on a resolution is cast by the shareholder, he/she/they shall not be allowed to change it subsequently. 24. T he voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date. 25. P ursuant to the provisions of Section 108 of the Act read with rule 20 of the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations (as amended), and MCA Circulars, the Company is providing facility of remote e-voting to its shareholders in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with CDSL for facilitating voting through electronic means, as the authorized e-voting agency. The facility of casting votes by a shareholder using remote e-voting as well as the e-voting system on the date of the AGM will be provided by CDSL. 26. I n order to increase the efficiency of the voting process, and pursuant to the SEBI Circular SEBI/HO/CFD/ CMD/CIR/P/2020/242 dated 9 December 2020, the demat account holders, are provided a single login credential, through their demat accounts / websites of Depositories / Depository Participants. Demat account holders will now be able to cast their vote without having to register again with the E-voting Service Providers (‘ESPs’), thereby facilitating seamless authentication and convenience of participating in e-voting process.
Page 192
219 Statutory Reports Corporate OverviewFinancial Statements 27 . T he procedure for remote e-voting is as under: A . The detailed process and manner for remote e-voting for individual shareholders holding securities in demat mode are explained herein below: Individual shareholders holding securities in demat mode with CDSL 1) U sers who have opted for CDSL Easi / Easiest facility, can login through their existing User ID and Password. Option will be made available to reach e-voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on ‘Login’ icon & ‘My Easi New (Token)’ tab. 2) A fter successful login the Easi / Easiest user will be able to see the e-voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the e-voting option, the user will be able to see e-voting page of the e-voting service provider for casting their vote during the remote e-voting period or joining virtual meeting and voting during the meeting. Additionally, there are links provided to access the system of all ESPs, so that the user can visit the ESPs website directly. 3) If the user is not registered for Easi / Easiest, option to register is available at CDSL website www.cdslindia.com and click on ‘Login’ & ‘My Easi New (Token)’ and then click on registration option. 4) Alt ernatively, the user can directly access e-voting page by providing demat account number and PAN from an e-voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered mobile & email as recorded in the demat account. After successful authentication, user will be able to see the e-voting option where the e-voting is in progress and also able to directly access the system of all ESPs. Individual shareholders holding securities in demat mode with NSDL 1) If you are already registered for NSDL IDeAS facility, please visit the e-services website of NSDL. Open web browser by typing the following URL: https:/ /eservices.nsdl.com either on a personal computer or on a mobile. Once the home page of e-services is launched, click on the ‘Beneficial Owner’ icon under ‘Login’ which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-voting services. Click on ‘Access to e-Voting’ under e-voting services and you will be able to see e-voting page. Click on company name or e-voting service provider name and you will be re-directed to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting and voting during the meeting. 2) If the user is not registered for IDeAS e-services, option to register is available at https:/ / eservices.nsdl.com. Select ‘Register Online for IDeAS’ portal or click at https:/ /eservices.nsdl. com/SecureWeb/IdeasDirectReg.jsp. 3) Visit the e-voting website of NSDL. Open web browser by typing the following URL: https:/ /www.evoting.nsdl.com/ either on a personal computer or on a mobile. Once the home page of e-voting system is launched, click on the icon ‘Login’ which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number held with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-voting page. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting and voting during the meeting. Individual shareholders (holding securities in demat mode) login through their Depository Participants You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL / CDSL for e-voting facility. After successful login, you will be able to see e-voting option. Once you click on e-voting option, you will be redirected to NSDL / CDSL Depository site after successful authentication, wherein you can see e-voting feature. Click on company name or e-voting service provider name and you will be redirected to e-voting service provider website for casting your vote during the remote e-voting period or joining virtual meeting and voting during the meeting. I mportant note: Shareholders who are unable to retrieve User ID / Password are advised to use Forget User ID and Forget Password option available at above mentioned websites.
Page 193
Castrol India Limited | Annual R eport 2025 220 H elpdesk for Individual shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL: Login type Helpdesk details Individual shareholders holding securities in demat mode with CDSL Shareholders facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk.evoting@cdslindia.com or contact at toll-free no. 1800 21 09911. Individual shareholders holding securities in demat mode with NSDL Shareholders facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@nsdl.co.in or call at toll-free no. 022-4886 7000 and 022-2499 7000. B. L ogin method for e-voting and joining virtual meeting for shareholders holding shares in physical mode and non-individual shareholders holding shares in demat form: i . Shareholders should log on to the e-voting website www.evotingindia.com. i i. Click on ‘Shareholders’ module. i ii. Enter your User ID: a. For CDSL: 16 digits beneficiary ID b. For NSDL: 8 Character DP ID followed by 8 digits Client ID c . Shareholders holding shares in physical form should enter Folio Number registered with the Company. i v. Next enter the Image Verification as displayed and click on ‘Login’. v . I f you are holding shares in dematerialised form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used. v i. I f you are a first time user follow the steps given below: For shareholders holding shares in physical mode and non-individual shareholders holding shares in demat form PAN Enter your 10 digital alpha-numeric PAN issued by the Income Tax Department (applicable for both demat shareholders as well as physical shareholders). Shareholders who have not updated their PAN with the Company / Depository Participant are requested to use the sequence number sent by Company / RTA or contact Company / RTA. Dividend Bank Details OR Date of Birth Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the Company records in order to login. If both the details are not recorded with the Depository or Company please enter the member ID / folio number in the Dividend Bank Details field. v ii. After entering these details appropriately, click on ‘SUBMIT’ tab. v iii. Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. i x. For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice. x . Click on the EVSN of ‘CASTROL INDIA LIMITED’.
Page 194
221 Statutory Reports Corporate OverviewFinancial Statements x i. On the voting page, you will see ‘RESOLUTION DESCRIPTION’ and against the same the option ‘YES/NO’ for voting. Select the option YES or NO as desired. The option YES implies that you assent to a resolution and option NO implies that you dissent to a resolution. x ii. Click on the ‘RESOLUTIONS FILE LINK’ if they wish to view the entire resolution details. x iii. After selecting the resolution, you have decided to vote on, click on ‘SUBMIT’. A confirmation box will be displayed. If you wish to confirm your vote, click on ‘OK’, else to change your vote, click on ‘CANCEL ’ and accordingly modify your vote. x iv. Once you ‘CONFIRM’ your vote on the resolution, you will not be allowed to modify your vote. x v. You can also take a print of the votes cast by clicking on ‘CLICK HERE TO PRINT’ option on the voting page. x vi. I f a demat account holder has forgotten the login password then enter the User ID and the image verification code and click on ‘Forgot Password’ and enter the details as prompted by the system. 28. Process for those shareholders whose email addresses are not registered with the Depositories for obtaining login credentials for remote e-voting for the resolutions proposed in this Notice: i . For shareholders holding shares in physical form, please provide necessary details like folio no., name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self- attested scanned copy of Aadhar card) by email to Company / RTA at investorrelations.india@castrol. com or einward.ris@kfintech.com respectively. i i. For shareholders holding shares in dematerialized form, please update your e-mail ID and mobile no. with your respective Depository Participant. Instructions for shareholders attending the AGM through VC/OAVM: 29. T he procedure for attending meeting and e-voting on the day of the AGM is same as the instructions mentioned in Note no. 27 for e-voting. 30. A p erson who is not a shareholder as on the cut-off date should treat this Notice of the AGM for information purpose only. 31. A s per the provisions of the circulars, shareholders attending the AGM through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act. 32. T he shareholders can join the AGM in the VC/OAVM mode 30 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in the Notice. 33. T he facility of participation at the AGM through VC/ OAVM will be made available on first come, first served basis but will not apply to large shareholders (shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, Auditors, etc. who are allowed to attend the AGM without any restriction on account of first come first serve basis. 34. S hareholders will be provided with a facility to attend the AGM through VC/OAVM through the CDSL e-voting system. Shareholders may access the same at ht t p s:// www.evotingindia.com under shareholders/members login by using the remote e-voting credentials. The link for VC/OAVM will be available in shareholders/ members login where the EVSN of Company will be displayed. 35. F urther shareholders will be required to switch on the video facility and use internet connection with a good speed to avoid any disturbance during the meeting. 36. P lease note that use of mobile hotspot on the device used for attending the meeting may affect the quality of audio/video due to fluctuations in network. It is therefore recommended to use a stable Wi-Fi or LAN connection for a better virtual experience. 37 . S hareholders who need assistance before or during the AGM or have any queries or issues regarding e-voting, can write an email to helpdesk.evoting@cdslindia.com or call on toll-free no. 1800 21 09911. 38. A ll grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, CDSL, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N. M. Joshi Marg, Lower Parel (East), Mumbai – 400 013 or send an email to helpdesk. evoting@cdslindia.com or call 1800 21 09911. Procedure to raise questions/seek clarifications with respect to Annual Report: 39. S hareholders are requested to send their questions mentioning their name, demat account number / folio number, email ID, mobile number at investorrelations. india@castrol.com . Such questions by the shareholders shall be taken up during the meeting and replied suitably.
Page 195
Castrol India Limited | Annual R eport 2025 222 40. S hareholders who would like to express their views / ask questions during the meeting may register themselves as a speaker by sending their request in advance mentioning their name, demat account number / folio number, email ID, mobile number at investorrelations. india@castrol.com . 41. T hose shareholders who have registered themselves as a speaker will only be allowed to express their views / ask questions during the meeting. 42. T he Company reserves the right to restrict the number of questions and number of speakers, as appropriate, to ensure the smooth conduct of the AGM, depending on the availability of time. Instructions for shareholders for e-voting during the meeting: 43. P rocedure for e-voting on the day of the AGM is same as the remote e-voting as mentioned above. 44. S hareholders who have voted through remote e-voting facility will be eligible to attend the AGM. However, they will not be eligible to vote at the AGM. 45. I n case of joint holder attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote. 46. O nly those shareholders, who are present in the AGM through VC/OAVM facility and have not cast their votes on the resolutions through remote e-voting and are not otherwise barred from doing so, shall be eligible to vote through e-voting system available during the AGM. 47 . I f any votes are cast by shareholders through the e-voting available during the AGM and if the same shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such shareholders shall be considered invalid as the facility of e-voting during the meeting is available only to the shareholders attending the meeting. 48. F or details of the person who may be contacted for any assistance regarding the e-voting facility on the day of the AGM, please refer Note No. 37 and 38. Instructions for non–individual shareholders and custodians 49. I nstitutional shareholders are encouraged to attend and vote at the AGM through VC/OAVM. 50. N on-individual shareholders (i.e. other than individuals, HUF, NRI, etc.) and custodians are required to log on to www.evotingindia.com and register themselves in the ‘Corporates’ module. 51. A s canned copy of the registration form bearing the stamp and sign of the entity should be emailed to helpdesk.evoting@cdslindia.com . 52. A fter receiving the login details a ‘Compliance User’ should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on. 53. T he list of accounts linked in the login will be mapped automatically & can be delinked in case of any erroneous mapping. 54. A s canned copy of the Board Resolution and Power of Attorney ‘POA’ which they have issued in favour of the custodian, if any, should be uploaded in pdf format in the system for the Scrutinizer to verify the same. 55. A lternatively, Non-individual shareholders are required to send the relevant Board Resolution / Authority letter etc., to the Scrutinizer and to the Company at the email ID viz. castrolagm2025@sarafandassociates.com and investorrelations.india@castrol.com respectively if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the Scrutinizer to verify the same. Voting Results: 56. M r. K. G. Saraf, Proprietor of Saraf and Associates, Company Secretaries (CP No. 642) has been appointed as the Scrutinizer to scrutinize the remote e-voting and e-voting during the meeting in a fair and transparent manner. 57 . T he Scrutinizer shall, immediately after the conclusion of e-voting at the AGM, first download the votes cast at
Page 196
223 Statutory Reports Corporate OverviewFinancial Statements the AGM and thereafter unblock the votes cast through remote e-voting and shall make a consolidated scrutinizer’s report of the total votes cast in favour or against, invalid votes, if any, and whether the resolutions have been carried or not, and such report shall then be sent to the Chairperson or a person authorized by him, within 2 (two) working days from the conclusion of the AGM, who shall then countersign and declare the result of the voting forthwith. 58. T he results declared along with the report of the Scrutinizer shall be placed on the website of the Company at https:/ /www.castrol.com/en_in/india/ home/investors/general-meeting.html and on the website of CDSL at www.evotingindia.com immediately after the declaration of results by the Chairperson or any person authorized by them. The results shall also be immediately forwarded to the BSE Limited and National Stock Exchange of India Limited. 59. S ubject to the receipt of requisite number of votes, the resolutions shall be deemed to be passed on the date of the meeting i.e. Monday, 30 March 2026. On behalf of the Board of Directors Hemangi Ghag Company Secretary & Compliance Officer Membership No.: FCS 9329 Place : Mumbai Date : 3 February 2026 Registered Office: Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 Item No. 4 – To consider and ratify the remuneration payable to M/s. Kishore Bhatia & Associates, Cost Accountants for the financial year ending 31 December 2026. The Board of Directors, at its meeting held on 3 February 2026, based on the recommendation of the Audit Committee, approved the appointment of M/s. Kishore Bhatia & Associates, Cost Accountants, (Firm Registration No.: 00294), as the Cost Auditors of the Company to conduct the audit of the cost records of the Company, at a remuneration of ` 4,50,000 (Rupees Four Lacs Fifty Thousand only) plus taxes and out-of-pocket expenses at actuals. In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors is required to be ratified by the shareholders of the Company. Accordingly, consent of the shareholders is sought for passing an ordinary resolution as set out at Item No. 4 of the Notice, for ratification of remuneration payable to the Cost Auditors for the financial year ending 31 December 2026. None of the Directors or the Key Managerial Personnel and their relatives are, in any way, concerned or interested, financially or otherwise, in the proposed resolution. The Board of Directors recommends passing of the resolution as set out under item No. 4 as an ordinary resolution for approval by the shareholders. On behalf of the Board of Directors Hemangi Ghag Company Secretary & Compliance Officer Membership No.: FCS 9329 Place : Mumbai Date : 3 February 2026 Registered Office: Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 Q Q
Page 197
Castrol India Limited | Annual R eport 2025 224 ANNEXURE I DETAILS OF DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT AT THE 48 TH ANNUAL GENERAL MEETING, PURSUANT TO REGULATION 36(3) OF THE SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS ) REGULATIONS, 2015 AND SECRETARIAL STANDARDS – 2: Name of Director Kartikeya Dube Brief Profile along with experience and qualifications Mr. Kartikeya Dube serves as Head of Country for bp in India and is a Senior Vice President within the bp group. With nearly three decades of experience across business, commercial, strategy, M&A, and joint ventures, primarily during his 20+ years at bp, he has played an influential role in shaping India’s energy landscape. Mr. Dube chairs the Board of bp India Private Ltd and sits on the Boards of Reliance bp Mobility Ltd, India Gas Solutions Ltd, Bhavnagar Port Infrastructure Private Ltd, and Navin Fluorine International Ltd. A Chartered Accountant by qualification, he previously served as Vice President – Investor Relations at bp plc, and earlier as Chief Financial Officer at Reliance bp Mobility Ltd. He has also chaired the Fiscal Affairs Committee for India’s oil and gas operators. Director Identification Number (DIN) 00929373 Date of appointment on the Board 30 July 2024 Date of Birth 13 March 1973 Age 52 years Qualifications 1. Chart ered Accountant from the Institute of Chartered Accountants of India; and 2. Bachelor of Commerce from Sydenham College, Mumbai. Expertise in specific functional areas Strategic Planning, Business Leadership, Finance, Risk Management & Governance, Business Development & Operations and Talent Management. Directorship as on 31 December 2025 1. India Gas Solutions Private Limited 2. R eliance BP Mobility Limited 3. Bhavnagar Port Infrastructure Private Limited 4. BP India Private Limited 5. N avin Fluorine International Limited 6. BP Exploration Services India Limited Listed entities from which Director has resigned in last 3 years None Committee Membership in Castrol India Limited 1. N omination and Remuneration Committee 2. CS R Committee Committee Membership in other Companies as on 31 December 2025 India Gas Solutions Private Limited 1. A udit Committee 2. C orporate Social Responsibility Committee Reliance BP Mobility Limited 1. H uman Resources, Nomination and Remuneration Committee 2. C orporate Social Responsibility Committee BP India Private Limited 1. C orporate Social Responsibility Committee
Page 198
225 Statutory Reports Corporate OverviewFinancial Statements Name of Director Kartikeya Dube Shareholding (including shareholding as a beneficial owner) in Castrol India Limited as on date Nil Relationship with other Directors, KMPs Not related to any Director or Key Managerial Personnel of the Company. Number of meetings attended during the year Board Meetings in FY 2025 – 8 out of 8 Terms and conditions of appointment / re-appointment and remuneration Non-Executive Nominee Director liable to retire by rotation and eligible for re-appointment. Details of remuneration last drawn Nil Details of proposed remuneration Nil On behalf of the Board of Directors Hemangi Ghag Company Secretary & Compliance Officer Membership no.: FCS 9329 Place: Mumbai Date: 3 February 2026 Registered Office: Technopolis Knowledge Park, Mahakali Caves Road, Andheri (East), Mumbai – 400 093 Q Q
Page 199
Print Partner: SAP Print Solutions Pvt. Ltd. (castrol Castrol India Limited 1st Floor, Technopolis Knowledge Pork, Mahakali Caves Road, Andheri (East), Mumbai - 400 093, Maharashtra, India castrol.co.ln (castrol Castrol India Limited 1st Floor, Technopolis Knowledge Pork, Mahakali Caves Road, Andheri (East), Mumbai - 400 093, Maharashtra, India castrol.co.ln