Fiem Industries Ltd

Dear Members,

The Directors of your Company have the pleasure in presenting the 35th Annual Report of the Company, along with standalone and consolidated audited financial statements for the financial year ended March 31, 2024. The standalone and consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs, as amended from time to time.

Financial Results: Standalone & Consolidated

The Director's Report is prepared on the basis of Standalone Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. However, this report also contains highlights of performance of subsidiaries and joint venture companies and their contribution to the overall performance of the Company during the period under review. Financials of following Wholly-owned Subsidiaries (WOS), and Joint Venture Companies (JVs) are consolidated in Consolidated Financial Statements.

The key financial highlights of standalone and consolidated financials of your Company are as under:

State of the Company's affairs and Business Review a) Financial Review:

The automotive industry in India has demonstrated significant growth in FY 2023-24, with an overall growth of 10% year-over-year in total production volume. The two-wheeler industry continues to be a significant driver with 10% plus growth and contributing to nearly 77% of the total automotive sales volumes in India. In FY24, two-wheeler volumes reached around 22 million units. In line with industry performance, the Company's financial performance highlights are as under:

• The company has reached a big milestone by posting its highest-ever sales of Rs. 2014.37 Crore in FY 2023-24 as compared to Rs. 1834.04 Crore in FY2022-23, registering a growth of 9.83%

• During FY 2023-24, EBIDTA stood at Rs 267.97 Crore, as compared to Rs. 247.85 Crore during FY 2022-23.

• PAT of the Company stood at Rs. 165.84 Crore as compared to Rs. 139.63 Crore during FY23, which is higher by 18.77%.

• During the year, the Company has made a capex of Rs. 85.86 Crore in different Units of the Company. With a strong focus, we continued our growth in EV segment and strive to increase our market share with conventional as well as new age EV OEMs.

b) Fire at Rai Plant:

During the year under review, we faced an unfortunate fire incident at our Rai factory on June 13, 2023, resulting in significant damage to our plant machinery, equipments etc. and part of the building. However, due to the right safety measures and the swift actions, we were able to save a substantial portion of our assets. Fortunately, there were no injuries or loss of life during this incident. Post fire, we swiftly acted and partially resumed the operations within 3 days. Steadily, operations were resumed at pre-fire level in few weeks by using the vacant places for assembly. The work of re-instatement of assets is undergoing at full swing and insurance claim is also under process.

c) Change in Share Capital: Bonus Issue:

During the year under review, the shareholders of the Company through postal ballot process (Notice dated January 15, 2024 and result declared on February 16, 2024) passed the resolution and approved the issuance of Bonus Shares in the ratio of 1:1 i.e. one (1) New Equity Share of Rs.10 each for every One (1) existing Equity Shares of Rs. 10 each. Accordingly, the Bonus Shares Committee of the Board allotted 1,31,59,830 new Equity Shares of Rs. 10 each as fully paid-up Bonus Shares on February 29, 2024, thereby increasing the paid-up Equity Share Capital from 1,31,59,830 Equity Shares of Rs. 10 each to 2,63,19,660 Equity Shares of Rs. 10 each.

The process of allotment of Bonus shares, listing of the same on stock exchanges (NSE & BSE) and all other requisite compliance has been completed within the stipulated time. Therefore, as on March 31, 2024 the paid-up capital of the Company doubled to 2,63,19,660 Equity Shares of Rs. 10 each in comparison to 1,31,59,830 Equity Shares of Rs. 10 each as on March 31, 2023.

Dividend

The company has been consistently declaring higher dividends every year since listing. In line with the same, the Board in its meeting held on May 21, 2024, had recommended a Final Dividend at the rate of 200% i.e. Rs. 20/- per equity share of Rs. 10/- each for the financial year ended on March 31, 2024. The Final Dividend payout is subject to approval of members at the ensuing Annual General Meeting of the Company. The Final Dividend, if approved by the members would involve a cash outflow of Rs 5263.93 lakh. Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”), the Board of Directors had approved and adopted a Dividend Distribution Policy in its meeting held on 30th June, 2021. The Dividend Distribution Policy is available on the Company's website at link: https://fiemindustries.com/dividend-distribution-policy/ Statutory disclosures as per provisions of Section 134 of the Companies Act, 2013 (the “Act”)

1. Annual Return

Company has placed a copy of the Annual Return on website of the Company, which can be seen at following link: https:// fiemindustries.com/annual-returns/

2. Number of meetings of the Board

Meetings of the Board are held on regular intervals to discuss and decide on various business policies, strategies, operational, financial and other matters. Due to business exigencies, the Board also approve some proposals through resolution passed by circulation from time to time.

During the financial year 2023-24, six (6) Board Meetings and one separate meeting of Independent Directors of the Company were held.

Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms an integral part of this Annual Report.

3. Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, Your Directors state that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2024, the applicable accounting standards (IndAs) have been followed along with proper explanation relating to material departures, if any.

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at end of Financial Year ended March 31, 2024 and of the Profit and Loss of the Company for that period.

c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) the Directors have prepared the Annual Financial Statements 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 are operating efficiently, and f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including review of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2023-24.

4. Independent Directors' Declaration

The Company has received necessary declaration from each of Independent Director of the Company under Section 149(7) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), as amended, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

5. Directors' Appointment Criteria and Remuneration Policy etc.

The Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of the Directors as well as Remuneration Policy for the Company as mandated under Section 178(3)/(4) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

There has been no change in the Remuneration Policy of the Company during the year. The Remuneration Policy is enclosed as Annexure-I. This Policy is also available under Investor section of website of the Company and can be viewed at the following link: https://fiemindustries.com/remuneration-policy/

6. Auditors & Auditor's Reports (a) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s Anil S Gupta & Associates, Chartered Accountants (Firm Registration No. 004061N), a partnership firm (Audit Firm) were appointed as Statutory Auditors of the Company at 33rd AGM of the Company held on August 24, 2022, for a term of 5 (five) years, starting from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2027.

(b) Statutory Auditor's Reports

The Auditor's Reports given by M/s Anil S Gupta & Associates, Chartered Accountants, Statutory Auditors on the financial statements of the Company, both standalone and consolidated, for the financial year 2023-24 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Reports. Further, during the year under review, the Auditors has not reported any matter of offence of fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

(c) Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 the Audit Committee recommended and the Board of Directors in their meeting held on May 21, 2024 has appointed M/s Ranjana Gupta & Associates, a firm of Company Secretaries in Practice (C.P. No. 9920) as the Secretarial Auditors of the Company to conduct the secretarial audit for the financial year 2024-25. The Company has received their consent for appointment.

(d) Secretarial Audit Report

The Secretarial Audit under section 204 of Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as well as in compliance of Regulation 24A of the Listing Regulations was conducted by M/s Ranjana Gupta & Associates, Company Secretaries (C.P. No. 9920) for the financial year 2023-24. The Report in Form No, MR-3 given by the Secretarial Auditors is annexed as Annexure-II and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report for the year under review; hence no explanation by Directors is warranted. In addition to above, ‘Annual Secretarial Compliance Report' in compliance with Regulation 24A of Listing Regulations and as per format prescribed under SEBI Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 was also obtained from M/s Ranjana Gupta & Associates, Company Secretaries (C.P. No. 9920) and submitted to stock exchanges i.e. BSE and NSE within stipulated period.

During the year under review, the Secretarial Auditors has not reported any matter of offence of fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

(e) Cost Auditor

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors in their meeting held on May 21, 2024 has appointed M/s Jay Narain & Co., Cost Accountants, Reg. No.-004576 (Proprietor, Mr. Jay Narain, Memb. No.-26054) as the Cost Auditor to conduct Cost Audit for the Financial Year 2024-25 at a remuneration of Rs. 3,10,000/-.

The Company had received his consent that his reappointment is in accordance with the applicable provisions of the Act and rules framed thereunder and he is not disqualified to be appointed as Cost Auditor. The above remuneration needs to be ratified by the shareholders. The Notice of the ensuing Annual General Meeting of the Company has requisite resolution for ratification of remuneration of Cost Auditors by the members of the Company.

7. Particulars of Loans, Guarantees or Investments under Section 186

Details of the loans given, guarantees or securities provided (if any) and investments made by the Company along with their purposes, have been disclosed in the financial statements. Please refer to Note No.41 in the standalone financial statement.

8. Contracts and Arrangements with Related Parties

All contracts/ arrangement/ transactions entered with Related Parties during the year under review were on arm's length basis and in the ordinary course of business. Due approvals from Audit Committee were taken under the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder read with applicable Listing Regulations. As all the transactions with Related Parties during the year under review were on arm's length basis and in the ordinary course of business, so no approval from Board was applicable.

During the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered ‘material' in accordance with Related Party Transactions Policy of the Company. Hence, no approval from shareholder required for any related party transaction during the year under review.

As all the transactions with Related Parties were on arm's length basis and there was no ‘material' transaction during the year, hence disclosure in form AOC-2 in terms of Section 134(3)(h) of the Companies Act, 2013 are not required.

Further, during the year under review, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other Senior Management Personnel, which might have potential conflict with the interest of the Company at large.

Members may refer Note No.41 to the financial statements which sets out related party disclosures pursuant to Ind AS. Your Company has formulated a policy on related party transactions. The policy is available on Company's website at https://www. fiemindustries.com

This policy provides the governing framework for review and approval of related party transactions. The web-link of the same has been provided in the Corporate Governance Report.

9. Transfer to Reserves

Your Company has transferred Rs.1700 Lakh to the General Reserve from the profits of the Company.

10. Material changes and commitment affecting financial position of the Company / Change in the Nature of the Business

No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2024 and the date of signing of this report.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo Details of Energy Conservation, Technology Absorption, Research and Development and Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 are given in Annexure - III to this Report.

12. Risk Management

Risk management is an important function considering the dynamic business environment in which Company operates. Risk management is an area of continuous focus across all functions and operations, so that risk mitigation can be implemented on immediate basis to minimize adverse effect of any emerging risk.

Company has framed a “Risk Management Policy” comprises the risk management framework and the same has been approved by the Board of Directors. The framework covers various categories of risks including market risk, credit risk, liquidity risk, cyber security risks, foreign currency exchange rate risk, interest rate risk, commodity price risk, natural calamities etc. and measures and controls that have been implemented to manage & prevent such risks and continuous improvement of systems and processes for risk management.

Company's risk management framework consider both external and internal risks to devise effective mitigation strategies. Risk identification, analysis, mitigation and monitoring are undertaken periodically by the Management and overseen by the Risk Management Committee. Post-assessment mitigation plans are developed, and reported periodically to the Risk Management Committee (RMC) of the Board. RMC continues to monitor the risk management framework. Several senior management team members are actively involved in the process.

A brief about the risk and concern is also given in the Management Discussion and Analysis Report.

13. Corporate Social Responsibility (CSR)

During the year, Company's CSR focus has remained on Women Empowerment, Menstrual Hygiene Management (MHM) awareness by way of extending the financial support for Sanitary Pad Projects set-up in previous years and setting up new Sanitary Pad Projects.

Other ‘Health Care' Projects undertaken during the year were, organizing Eye Operation Camps for poor and underprivileged in Kutch area of Gujarat with the help of implementation partner-Kutch Vikas Trust, Medicare Support Project-II by way of providing Ambulances and other medical aids to NGO and dispensaries etc. Our CSR initiatives are based on the premise of helping the underprivileged and we also undertaken the ‘Swavlamban-II' Project under which we provided Millet / Muri Roasting Machines, Sewing Machines and Paper Plate making machines to underprivileged to support their livelihood. Further, Company has whole-hearted participated in ‘Har Ghar Tiranga' campaign organized before Independence Day. Company also continued its ‘On-going' Project-Armed Forces Veterans Support (PITHU-FIEM) during FY 2023-24 and in addition to original allocated budget of Rs. 10.59 Lakh in FY 2021-22 further allocated Rs. 3.36 Lakh during the financial year and this Project stand completed at the end of FY 2023-24.

Following is the list of major CSR Projects undertaken by the Company during the year:

- Sanitary Pad Project-Ghaziabad, U.P. (Extn)

- Sanitary Pad Project- Varanasi, U.P. (Extn)

- Sanitary Pad Project-Delhi (Extn)

- Sanitary Pad Project-Lucknow, U.P. (Extn)

- Sanitary Pad Project-Dehradun, U.K.(Extn)

- Sanitary Pad Project-Hamirpur, H.P. (Extn)

- Sanitary Pad Project- Mayurbhanj, Orissa (Extn)

- Sanitary Pad Project-Phagwara, Punjab (Extn)

- Sanitary Pad Project-Solan, HP (Extn)

- Sanitary Pad Project-Kotdwar, UK (New)

- Sanitary Pad Project-Faridabad, Haryana (New)

- Sanitary Pad Project-Anantnag, J&K (New)

- Medicare Support Project-II

- Eye Operation Camp (KVT)

- Har Ghar Tiranga Campaign

- Project Swavlamban-II

- Armed Forces Veterans Support (PITHU-FIEM)

Further, salient features and brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR initiatives undertaken by the Company during the year are set out in Annexure - IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. For details regarding the CSR Committee, please refer the Corporate Governance Report, which forms part of Annual Report.

14. Annual Evaluation of the Performance of the Board, its Committees and Individual Directors

Performance Evaluation is aimed to use constructively as a mechanism to improve Board's effectiveness, maximize strengths and tackle weaknesses of Board members. It involves questionnaires to be filled by every Director about his own performance (self-assessment), performance of Board as whole, performance of Chairman and performance of respective Committee(s) where he/she is a Member. At the time of individual performance evaluation of the respective director, he himself remains outside the evaluation process.

Initially, Nomination & Remuneration Committee (NRC) carry out the preliminary evaluation of every Director's performance which is subject to next level of evaluation by the Board and Independent Directors. As per Section 178(2) of the Act, the NRC conduct the performance evaluation of every Individual Director. As per Performance Evaluation framework of the Company, the evaluation process consists of evaluation on the basis of filled questionaries' received from all directors and opinions, inputs from NRC members and any other information as may be required by the NRC.

The outcome of NRC in respect of Independent Directors is subject to final evaluation by the Board. Outcome of NRC in respect of Non-Independent Directors is subject to final evaluation by the Independent Directors. Performance evaluation of Board as a whole as well as Chairman of the Board is also conducted by the Independent Directors. The performance evaluation of the Committees is conducted by the Board.

The final outcome is collated and presented before the NRC in its next meeting for its consideration as well as before the Board for noting and future reference.

15. Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under review.

During FY 2023-24, there were 2 JV Companies (JVC) and 2 Wholly-owned subsidiaries (WOS) as listed in initial paragraph of this report. The highlights of performance of each of these companies are as under: a) Fiem Kyowa (HK) Mould Company Limited:

This JV Company was formed in Hong Kong as 50:50 joint venture company with Kyowa Co., Ltd. of Japan. The purpose of setting up of JV was to engage in the business of high class moulds / tools for Automotive and other applications. The Company has started its operations during FY 2018-19. There is no major investment in this company and this company is providing support for mould development for OEMs. The contribution / or impact on performance of Fiem Industries is very small.

The Financial highlights of Fiem Kyowa (HK) Mould Company is as under:

b) Centro Ricerche Fiem HorustecH S.r.l. (CRFH) (Joint Venture in Italy):

The Company was set-up in Italy as a 50:50 JV with Horustech Lighting of Italy, which is a Designing Company. The purpose of setting up of JV was to strengthen R&D and Designing capabilities of the Company. However, due to some financial problems in Horustech group companies, the management of both companies i.e. Horustech Lighting and Fiem Industries Limited had mutually decided to move ahead to liquidate the CRFH in October, 2019. Currently this company is under liquidation. There is no major investment in this company and this company was providing Design Services to

Fiem Industries and other customers. The contribution or impact on performance of Fiem Industries is nil or negligible.

The Financial highlights of CRFH is as under:

c) Fiem Industries Japan Co., Ltd. (Wholly-owned Subsidiary):

This WOS was set-up in Japan as an extended arm of the Company for liaison with Japanese customers like Honda, Suzuki and Yamaha etc., support in Designing, R&D and new business development. While the parent Company (Fiem) was getting full support in above areas in earlier years, post COVID, the activity remain negligible. However, FY 2023-24 onwards, the activities have resumed well and progressing at good scale now. The financials of the subsidiary are as under:

Financial Highlights of Fiem Industries Japan Co. Ltd. (Japan):

d) Fiem Research and Technology S.r.l. (Wholly-owned Subsidiary in Italy):

This Wholly-owned Subsidiary (WOS) was incorporated in Italy on December 17, 2018 and a Design Centre set-up under this Company in Turin, Italy. Fiem Industries is getting Design Services from this WOS on regular basis on Automotive LED and other Lamps for esteemed OEM customers. This is a wholly-owned subsidiary and providing Design Services to Fiem Industries only, so working like an extended arm of Fiem Industries for Design Services.

Financial Highlights of Fiem Research and Technology S.r.l (Italy)

The financial position of the subsidiaries and Joint Venture Companies is also given in AOC-1 in the financial statements.

16. Other statutory disclosures as required under Rule 8(5) of the Companies (Accounts) Rules, 2014 i. Financial summary/ highlights of the Company are already mentioned in the beginning of the report. ii. There is no change in the nature of business of the Company during the year under review.

iii. Change in Directors and Key Managerial Personnel:

• Pursuant to provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mrs. Seema Jain and Mr. Kashi Ram Yadav, Whole-time Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for reappointment and they are not disqualified under Section 164 of the Companies Act, 2013. The details of Directors being proposed for re-appointment as required under the Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting of the Company. The Board recommend the shareholders for re-appointment of above Directors.

• Mr. Iqbal Singh, Independent Director (DIN: 00014256) has resigned from Directorship of the Company effective from close of business hours on September 4, 2023.

• On recommendation of Nomination & Remuneration Committee, the Board of Directors of the Company at their Meeting held on November 7, 2023 appointed Mr. Pawan Kumar Jain as Additional Director (Independent Director) w.e.f November 8, 2023, subject to approval / regularisation by the shareholders. The shareholders through postal ballot process (Notice dated November 7, 2023 and result declared on December 22, 2023) passed the Special Resolution and approved the appointment of Mr. Pawan Kumar Jain as Independent Director w.e.f. November 8, 2023 for a consecutive term of 5 years.

• On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on November 7, 2023, re-designated Mr. Rahul Jain (DIN: 00013566), and Mr. Rajesh Sharma (DIN:08650703), as Joint Managing Directors of the Company, with effect from November 7, 2023, in the category of whole-time director. The shareholders through postal ballot process (Notice dated November 7, 2023 and result declared on December 22, 2023) passed the requisite resolutions and approved the re-designation of Mr. Rajesh Sharma and Mr. Rahul Jain as Joint Managing Directors in the category of whole-time director.

• On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 21, 2024, re-appointed Mr. Rajesh Sharma (DIN:08650703), as ‘Joint Managing Director' of the Company, with effect from January 1, 2025, in the category of whole-time director to hold the office for a period of 5 years, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

• On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 21, 2024, recommended to shareholders for reappointment of Ms. Shobha Khatri (DIN: 08650727), as ‘Woman Independent Director' of the Company, with effect from January 1, 2025, to hold the office for 2nd term of 5 consecutive years, at the ensuing Annual General Meeting of the Company.

• The Board of Directors at their Meeting held on May 21, 2024, took note of the information about the completion of 2nd term of following Independent Directors effective from conclusion of ensuing AGM (35th AGM):

- Mr. Subodh Kumar Jain (DIN:00165755),

- Mr. Mohan Bir Sahni (DIN:00906251)

- Mr. Vinod Kumar Malhotra (DIN:03544095),

- Mr. Jawahar Thakur (07650035),

- Mr. Ashok Kumar Sharma (07610447).

All Board Members thanked each of the above Independent Directors for their guidance and support throughout their tenure and collectively acknowledged their valuable contribution in the Board and Committees.

• On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 21, 2024, recommended to shareholders the candidature of following candidates for their appointments as Independent Directors of the Company for 1st term of 5 consecutive years, at the ensuing 35th Annual General Meeting:

- Mr. Sanjiv Rai Mehra (DIN: 03074093),

- Mr. Pradeep Bhagat (DIN:00056330),

- Mr. Satinder Manocha (DIN:00738572),

- Mr. Rakesh Chand Jain (DIN:10638945)'

- Mrs. Rita Arora (DIN:10638873).

• The requisite details of Directors being proposed for appointment / re-appointment are provided in the Notice convening the ensuing Annual General Meeting of the Company. Board of Directors recommend the shareholders to re-appoint / appoint the respective Director, as proposed in the respective resolution contained in the Notice of AGM.

• The Company has received notices in writing, under Section 160 of the Act from members of the Company proposing the candidature of Ms. Shobha Khatri, Mr. Sanjiv Rai Mehra, Mr. Pradeep Bhagat, Mr. Satinder Manocha, Mr. Rakesh Chand Jain and Mrs. Rita Arora for their appointments as Independent Directors of the Company at ensuing 35th Annual General Meeting.

• During the year, Mr. J.K. Jain, Chairman & Managing Director, Mr. Vineet Sahni, Chief Executive Officer & Director Mr. O.P. Gupta, Chief Financial Officer and Mr. Arvind K. Chauhan, Company Secretary remained Key Managerial Personnel of the Company within the meaning of Section 203 of the Act.

• During the financial year 2023-24, no company become Subsidiary, Joint venture Company or Associate of the Company. The details of subsidiary and joint venture companies already provided in the preceding paragraphs.

iv) Details relating to Deposits:

The Company has not accepted any Deposit from public within the meaning of the Companies (Acceptance of Deposit) Rules, 1975 or Chapter V of the Companies Act, 2013 and as such there was no outstanding as on the date of the balance sheet on account of principal or interest on deposits from public. v) No significant and material orders were passed by any Regulator or Court or Tribunal impacting the going concern status and Company's operations in future.

vi) Details in respect of adequacy of internal financial controls with reference to the Financial Statement:

The Company has in place adequate internal financial controls, which are commensurate to size and operations of the Company. During the year, no area of concern, continuing failure or major weakness was observed.

vii) It is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

viii) It is confirmed that the Company has complied with provisions relating to the constitution of Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ix) It is confirmed that during the year under review, no complaints were received under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention and Control) Act, 2017.

x) It is confirmed that there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

xi) It is confirmed that no settlements have been done with banks or financial institutions.

xii) Other disclosures required under provisions of the Companies Act, 2013 and the Listing Regulations, as may be applicable:

• As per provisions of Section 177(8) of the Act, composition of the Audit Committee has been disclosed under Corporate Governance Report. The Board, during the year under review, had accepted all the recommendation made to it by the Audit Committee.

• Establishment of vigil mechanism as per provision of Section 177(10) of the Act: Company has already in place a vigil mechanism namely, ‘Whistle Blower Policy'. The details of the same are reported under Corporate Governance Report.

• The details about the ratio of remuneration of each director to the median remuneration of the employees of the Company pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is provided in Annexure-V, forming part of this Report.

• The statement containing names and other details of top 10 employees, in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is provided in Annexure-VI, forming part of this Report.

• Disclosure as required under Section 62(1)(b) of the Act read with Sub-rule 9 of Rule 12 of the Companies (Share and Capital Debentures) Rules, 2014, are not applicable, as during the year no shares were issued under ESOS / ESOP or under sweat equity scheme.

• Disclosure as required under Section 43(a)(ii) of the Act read with Sub-rule 4 of Rule 4 of the Companies (Share and Capital Debentures) Rules, 2014, are not applicable as during the year no equity shares with differential rights as to dividend, voting or otherwise were issued.

• Neither the Managing Director nor any Whole-time Director (including JMDs and CEO) of the Company receive any remuneration or commission from any of its subsidiaries, hence no such disclosure applicable.

• The Company duly complied the applicable Secretarial Standards (SS) i.e. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

Corporate Governance Report and Management Discussion & Analysis Report

Pursuant to Listing Regulations, Management Discussion & Analysis Report, Report on Corporate Governance, Certificate on Corporate Governance issued by Practicing Company Secretary and the declaration by the Chairman & Managing Director regarding afirmation for compliance with the Company's Code of Conduct forms part of the Annual Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of the Listing Regulations, Business Responsibility and Sustainability Report forms part of Annual Report.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 (“the Act”) read with IndAS, the audited consolidated financial statements are provided in the Annual Report. The accounts of Wholly-owned Subsidiary companies and JV Companies are consolidated with the accounts of the Company.

Acknowledgement

The Board of Directors wishes to express appreciation to valued OEM customers, as their trust and partnership have been pivotal in enabling us to achieve our strategic goals and maintain our competitive edge in the industry.

We also extend our deepest gratitude to our valued investors for their continued confidence and trust in the Company's management. Furthermore, the Board commends the relentless efforts and dedication of all employees. The Board also wishes to place on record the appreciation of all other stakeholders, including vendors, dealers, banks, business partners, and governments, for their unwavering support and collaboration.