M M Forgings Ltd

The Directors have the pleasure in presenting the 79^th Annual Report and the audited accounts of the Company for the year ended 31 March 2025.

1. FINANCIAL RESULTS FOR THE YEAR ENDED 31 MARCH 2025

(Rs. Rs. in Lakhs)

2. DIVIDENDAND FINANCIAL RESULTS

(Rs. Rs. in Lakhs)

The Directors at their meeting held on 24 May 2025 recommended a final dividend of 4/- per share (40%) on 4,82,81 ,600 equity shares of face value of 10/- each, absorbing a sum of 19.32 cr. subject to the approval of the shareholders. The dividend pay-out is in accordance with the Company's Dividend Distribution Policy.

3. SHARE CAPITAL

During the year, the Company has increased its Authorized share capital from 39,00,00,000 divided into 3,90,00,000 Equity Shares of 10/- to 51,00,00,000 divided into 5,10,00,000Equity Shares of 10/ -. To commemorate its 50 years of forging excellence, the Company has, for the fourth time in its history, issued and allotted bonus shares at a ratio of 1:1 in the month of July2024. Accordingly, t he Paid-up capital of the Company has increased to

48,28,16,000 which is divided into 48281600 Equity Shares of 10/-each.

4. HIGHLIGHTS OF THE COMPANY'S OPERATIONAL PERFORMANCE

4.1. The Total Revenue for the second consecutive yearhas crossed 1 500, crore.

4.2. Operating EBITDA for the second time has crossed 300?crores and stands at 324 crores as against 314crores , thereby improved by 3% over the last year.

4.3. Export sales stand at 562 crores contributing 38.5% of overall sales as against 37.3% on overall sales during FY24. Domestic sales stand at 900 crores.

4.4. The Company remains a net earner of foreign exchange. The net foreign exchange earnings for the current year amounted to 338.46 crores.

4.5. The Company has procured 16500Ton Hot Forging Mechanical Press, the largest of its kind in the world.

4.6. The Company has retained its ISO 9001 and TS 16949 Certification for its Quality Management.

4.7. Tocommemorate the golden jubilee year of forging excellence, the Company had issued and allotted a1:1 bonus issue of shares , during July 2024.

4.8. Considering the enhanced paid-up capital, the Board has recommended a final dividend of 4 per share with same dividend pay-out as in FY24. Dividend payment is subject to approval of shareholders.

5. SCHEME OF AMALGAMATION OF WHOLLY OWNED SUBSIDIARY WITH THE COMPANY 5.1. Amalgamation of Cafoma Autoparts Private Limited with the Company:

Pursuant to a Scheme of Amalgamation under Section 230 to 232 of the Companies Act, 2013 (Scheme) the Company's wholly owned subsidiary viz., Cafoma Autoparts Private Limited (Cafoma) has amalgamated with the Company. The Scheme received approval from the NCLT, Chennai Bench on 3 May 2024. The Appointed Date for the said amalgamation was 1 April 2023 and the Effective Date pursuant to the regulatory filing with the Ministry of Corporate Affairs wason 27 May 2024.

5.2. Amalgamation of DVS Industries Private Limited with the Company:

The Board of Directors of the Company at their meeting held on 3 February 2025 had approved the scheme of amalgamation of DVS Industries Private Limited (DVS), awholly owned subsidiary of the Company with the Company. The appointed date of amalgamation is fixed as 1April 2024.

In accordance with Regulation 37(6) of the Listing Regulation, the Company has notified the Stock Exchanges about the approval of the scheme of amalgamation by the Board for disclosure purposes. The Company has submitted the required application to the Honourable National Company Law Tribunal (NCLT), Chennai and is currently awaiting further instructions from the NCLT.

Consequent to the approval of the scheme by NCLT, the investments in the share capital of the Transferor Company held by and appearing in the books of account of the Company shall stand cancelled. All the assets, liabilities, employees, contracts, etc., except paid up share capital of DVS will be transferred to the Company and DVS shall? be dissolved, without winding up.

Given the appointed date of amalgamation as 1 April 2024, the financial statements of DVS for FY25, will be merged into the Company's financial statements upon obtaining the final order of the NCLT, and the combined / merger standalone financials of the Company for FY25 will be presented from the quarter ended financial reporting, following the issuance of the order by the NCLT.

Further, upon approval of amalgamation by the NCLT, the authorized share capital of DVS will be consolidated with the Company which will result in an increase in the authorized share capital of the Company by 2,50,00,000.

6. MANAGEMENT DISCUSSION AND ANALYSIS: Economic Overview -Global

The global economy has shifted from a period of resilient growth and declining inflation to a more uncertain path. After a succession of adverse shocks in recent years, the global economy is facing another substantial headwind, with increased trade tension and heightened policy uncertainty. Currently, the global economy is undergoing a slowdown, with growth projected to decline from 3.3% in 2024 to 2.9% in both 2025 and 2026. This deceleration is being driven by several interrelated factors, including substantial barriers to trade, tighter financial conditions, reduced business and consumer confidence, and increased ambiguity in policy.

The emerging market and developing economies are anticipated to grow by 3.7% whereas, the advanced economies will grow by 1.4% in 2025. The tariff taxation measures implemented by the U.S. government are contributing to significant turmoil in global trade, while the rapid escalation of trade tensions and exceptionally high levels of policy uncertainty are expected to further suppress global economic activity. Furthermore, the pervasive rise in sovereign debt, geopolitical uncertainties, and the impact of technological advancements will persist in influencing the global growth path in the years ahead.

Global headline inflation is expected to decline to 4.3% in 2025 and to 3.6% in 2026. Annual headline inflation in the G20 economies is collectively expected to moderate from 6.2% to 3.6% in 2025 and 3.2% in 2026. The Outlook highlights a range of risks, starting with the concernthat further trade fragmentation, including new tariff hikes and retaliatory actions, could intensify the growth slowdown and trigger significant disruptions in cross-border supply chains.

Businesses across globe must remain vigilant and adopt adaptable, dynamic operational frameworks to effectively navigate shifting economic landscapes. Embedding resilience into business strategies is essential for sustaining consistent performance amid ongoing uncertainty. A strong focus should be placed on policies? to reinvigorate business investment, innovation and productivity.

At the macroeconomic level, accelerating supply-enhancing reforms can help ease inflationary pressures, reduce debt burdens, and steer economies toward higher growth trajectories reminiscent of the pre-pandemic era, while promoting convergence toward higher income levels. Furthermore, international collaboration is vital to address the challenges of geo-economic fragmentation, advance climate change mitigation efforts, support the global transition to renewable energy, and facilitate the restructuring of sovereign debt.

India remains the fastest-growing major economy, with GDP expected to exceed 6%, driven by manufacturing, IT services, and domestic consumption. India's GDP has witnessed a remarkable transformation over the past decade. The International Monetary Fund (IMF) has projected India's GDP growth at 6.2% for 2025, underlining the country's strong economic fundamentals and resilience amid global headwinds. Real GDP is projected to grow by 6.5% in 2026 and 2027, reflecting sustained economic momentum.

Private consumption will gradually strengthen, driven by rising real incomes that are helped by moderate inflation, recent tax cuts and a strengthening of the labour market. On the infrastructure front, India has substantially increased public investment, reflected in higher allocations in the Union Budget, aimed at boosting connectivity, job creation, and long-term growth potential. Investment will be supported by declining interest rates and substantial public capital spending, but tariff increases and broader trade tensions may damp investor sentiment, particularly in export-oriented sectors.? While inflationary pressures have resurfaced, robust agricultural output and proactive government interventions aimed at strengthening the food supply chain are likely to keep inflation within a manageable range, though still above the RBI's comfort threshold. Inflation may ease early next fiscal year, and we expect inflation to slowly revert to the central bank's target of 4% from early next year and remain within range over the forecast period. Headline inflation is projected to average 4.1% in FY2025-26 and 4% in FY2026-27.

India faces significant challenges in FY25, including global economic slowdown, geopolitical tensions, volatility in oil and commodity prices, climate risks, and the ongoing transition toward sustainability. However, backed by strong economic fundamentals, proactive government initiatives, and sustained policy momentum, the country remains on track to achieve its goal of becoming a $5 trillion economy in the coming years.

The automotive sector is one of the most important and rapidly developing sectors in the economy. However, the automotive industry faced significant challenges due to adverse macroeconomic conditions during FY25. High interest rates and tighter credit in major markets like US and Europe led to reduced consumer demand, especially in the mass market segment.

The Indian automotive industry comprises several segments, including passenger vehicles, commercial vehicles, two-wheelers, and three-wheelers, etc., The Indian automotive industry is a significant contributor to the country's economy, accounting for approximately 7.1% of the GDP and employing millions of people directly and indirectly. It is a major manufacturing sector and a key player in the global automotive landscape.

The India forging market reached $5.2 billion in 2024 and is expected to expand to around $10.2 billion by 2033, at a 7.7% CAGR over 2025–2033. India remains the fourth largest manufacturer of commercial and passenger vehicles in the world.

The worldwide automotive sector is presently undergoing a substantial transformation and expansion, driven by multiple factors influencing its general perspective. Although the industry encounters challenges such as supply chain disruptions and economic uncertainties, it is also reaping the benefits of technological progress and a rising consumer appetite for electric vehicles and luxury automobiles.

India's automotive market is growing due to rising incomes, urbanization, and greater consumer purchasing power positioning itself as a global automotive hub with a promising future. Conversely, the increased tariff risks, global disruption of supply chains, availability of raw material, changing consumer behaviour, and rising geopolitical tensions continue to pose significant risks and challenges to the growth of the automotive industry.

Government initiatives like the Production Linked Incentive (PLI) scheme are encouraging investment in the EV sector. The industry is also emphasizing emission reduction and the adoption of advanced technologies such as connectivity and smart mobility.

Electric vehicle (EV) adoption is set to accelerate, fuelled by advancements in battery technology, greater affordability, and rising demand for sustainable mobility. Government initiatives and growing consumer interest are expected to drive strong growth in the EV segment, though the development of robust infrastructure such as charging stations and better road networks remains critical to supporting this expansion.

Key segment analysis: Commercial Vehicles (CV)

The commercial vehicle (CV) industry in 2025 is experiencing a mix of growth and challenges. While some segments are seeing increased sales, others are facing declines due to factors like economic conditions and regulatory changes. Overall, the industry is undergoing a transition, with a growing emphasis on electric and hybrid vehicles and a shift in Original Equipment Manufacturers (OEM) dynamics.

India's domestic CV industry is expected to register a 0-3% YoY growth in wholesale volumes in FY2026, following a couple of years of flattish volumes. Growth is expected to be driven by an improving economic environment, coupled with resumption of construction and infrastructure activities after the general elections, and replacement demand due to ageing fleets and government mandates.

The key drivers contributing to the growth and expansion of the CV market in India include strong replacement demand, better financing options, growing economy, infrastructural development and improving road connectivity. The CV Industry in India is also undergoing tough challenges including volatile raw material and fuel prices, global supply chain disruptions, increasing interest cost, reduction in export market. ? The export market for CV in 2025 is exposed to several risks, including potential production disruptions stemming from rare earth element shortages, escalating geopolitical tensions, and the evolving landscape of tariffs and trade policies. In addition, shifting demand patterns in major automotive markets and increasing pricing pressures pose further challenges to sustained growth and profitability.

The truck segments faced headwinds, as Medium & Heavy Commercial Vehicles (MHCV) trucks and Light Commercial Vehicle (LCV) trucks experienced declines of 4% and 3% YoY, respectively, attributed to trade disruptions and high financing costs. Although the overall truck segment has seen a minor decrease, the demand for freight movement has been adequately met with fleets transitioning to higher Gross Vehicle

Weight (GVW) vehicles. The growing network of highways and expressways is significantly contributing to the reduction of logistics costs and improving regional connectivity, which positively impacts the performance of this segment.

In the Indian market, there has been a decrease in commercial vehicle (CV) sales, while passenger vehicle (PV) sales have experienced a slight increase in FY25 as compared to FY24. During FY25, sales of commercial vehicles (CVs) declined from 9,68,770 to 9,56,671 vehicles, while total passenger vehicle (PV) sales increased from 42,18,746 to 43,01,848 units compared to the previous year. Sales of MHCV declined by 4% in FY25 compared to the previous financial year.

The CV Segment plays a significant role of MMF in FY25 with overall sales of 80%. Passenger car segment constitutes 11.5% and others 8.5%. The export market conditions remain weak, impacted by geopolitical tensions, trade tariff pressures, a decline in business share in Europe, and a negative outlook for Class 8 trucks in North America.? US Class 8 truck sales recorded at 3,07,043 units in FY25 with a drastic decline in number as compared FY24 sales which reported at 3,26,992 units. Overall, the Industry will closely monitor macroeconomic factors and global geopolitics, which will determine the key demand conditions, and supply chain dynamics going forward.

Currency movement: [USD vs INR]

As a result of the economic situation, the value of the Indian Rupee (INR) declined during FY25, reaching 85.42 as on March 31, 2025. The INR is anticipated to face continued pressure during FY26 as well.

Despite various geopolitical tensions, the following were achieved during FY25:

The Company is concentrating on introducing new products to utilize the forging capabilities developed over recent years. Additionally, the company is enhancing its growth in established products while diversifying its strategy in the electric vehicle segment to reduce risks and take advantage of the rising demand.

Further, Changes in steel prices which are in line with international markets are generally being passed on to the customers as is the industry practice. Consequently, the decline in? steel prices during FY25 has been one of the major factors contributing to the decrease in turnover for the year.

1. The Company remains dedicated to its principle of being a people-oriented organization, acknowledging its employees as its greatest asset. Our Company persistently emphasizes the enhancement of its human resources to improve overall performance. It is their invaluable contribution that has primarily resulted in our Company's position of strength in the industry. As on 31 March 2025, the Company had 4,171 employees.

2. The Company's talent management strategy has been enhanced to include structured career paths that align with organizational objectives, guaranteeing that each employee has a defined growth trajectory. Effective onboarding procedures and ongoing skill development initiatives encourage learning agility, all within a culture that values adaptability and innovation.

3. The Company's HR development focuses on creating a safe work environment, continuously evolving recognition and reward systems, consistent communication and skill and training to meet customer needs.

4. Every year, each plant of the Company commemorates Founder's Day in a familial setting, including all employees and their families. During FY25, the Company celebrated the Founder's Day in a grand manner, upholding its tradition of recognizing and rewarding long-serving employees.

1. The Company follows a policy of zero tolerance towards accidents. Wherever possible, visible controls and fail-safe systems are provided to ensure prevention of accidents. Safety is made an integral part of the system through notifications being displayed to the operators and promoting safety awareness. Regular communication, periodic reviews of practices and training, play a vital role in maintaining safety standards. ?

2. All the Company's manufacturing facilities comply with occupational health and management safety systems. The Company ensures compliance with all pollution control regulations. Adequate pollution control equipment has been installed to treat effluents and to control air pollution.

1. The Company is a leading manufacturer of automotive components. Automotive industry is subjected to cyclical variations in performance and is very sensitive to policy changes. The market is very competitive. Prices of raw materials change based on supply and demand. Margins remain under constant pressure. Any steep reduction in off-take exposes the Company to high fixed costs.

2. A considerable portion of the customers of the Company are situated outside of India.

Hence, demand for the Company's product is subject to the health of the global economy.

3. The war in eastern Europe poses significant risk in global geopolitical stability.

4. Further, volatility in the raw material prices, hike in interest rates and prospect of significant demand reduction are risks to be considered in the coming months.

5. Consistent good product quality is essential for sustaining healthy business relations.

6. The Company has spread its risks by increasing the geographic spread of its customer base. The Company proposes to improve capacity utilization in its existing facilities. Working capital management will receive high priority.

7. Risk Management Committee (RMC) has been formed effective 21 June 2021 and was reconstituted twice in FY25 inducting additional Independent Director s.

8. RMC shall meet a minimum of twice a year.

9. The responsibilities of RMC include formulating risk management policy, implementation of the policy, monitor, evaluate risks, device appropriate methodology, processes and systems.

Our goals in the coming months:

1. Focus on improving sales in keeping with market conditions.

2. Utilizing the production capacity of 1,45,000 Tons

3. Actively seeking new products and new customers and taking appropriate measures for cost control, particularly on reducing energy consumption and improving productivity.

4. Diversification of product base to widen Target Addressable Market.

5. Implementing Cost Control measures particularly focusing on productivity, robotics, energy conservation, etc.

6. Enhance managerial and operational talent to forge ahead.

7. Continue the evolution into green sources of energy.

8. Reduce the impact on the environment.

9. Actively managing forex for cash flows to minimize risk and optimize financial performance

Sources: IMF World Economic Output, ICRA, Autocar? Professional, SIAM data, ActResearch .

7. INDIAN ACCOUNTING STANDARD (IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company has adopted Indian Accounting standards (IND AS).

8. EXPENSES EXCEEDING10 % OF THE TURNOVER:

Raw Material - 647.42 crores (43%)

9. TRANSFER TO RESERVE

A sum of 120.00crores has been transferred to General Reserve. 10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has made advance to its Subsidiary Companies with outstanding as on 31 March 2025:

The loans were utilized by the subsidiaries for their principal business activities, repayable at prevailing rates. The details of the investments made by the Company are given in the notes to the financial statements.

11. DIRECTORS & KEY MANAGERIAL PERSONNEL

11.1. Retirement of Independent Directors

In the AGM held on 11 July 2019, Smt. Kavitha Vijay wasappointed as an Independent

Directors, for the second term of ve years, up to 31 March 2025. In accordance with the provisions of Section149(10) & (11) of the Companies Act, 2013 read with Regulation25(2) of Listing Regulations, the tenure of Smt. Kavitha Vijay as Non-Executive Independent Director of the Company concludes on 31March 202 5 and she ceases to hold the Directorship and respective Committee Membership / Chairmanship effective 31March 2025.

Smt. Kavitha Vijayhas served on the Board for a total of 10 years since 1 April2015 as a Non-Executive Independent Director. The Board of Directors at their meeting held on 3 February 2025 extended their sincere appreciation to Smt. Kavitha Vijay for her guidance and long-term association with the Company. ?

11.2. Directors' Appointment / Re-appointment:

Smt. Rama Sivaraman, holding DIN 07425519 was appointed as an Additional Director (Non-Executive Independent Director) by the Board at their meeting through circular resolution held on 21 March 2025 for a period of five years effective 31 March 2025. The shareholders at their meeting through postal ballot dated 8 May 2025, had approved the appointment of Smt. Rama Sivaraman as a Non-Executive Independent Director (woman Independent Director) for a period of five years effective 31 March 2025. There were no cessation or resignations of Directors during the year under review, except the retirementmentioned in Clause 11.1 above.

11.3. Retirementby Rotation

Shri. K. Venkatramanan, holding DIN 00823317, liable to retire by rotation, will retire by rotation and being eligible has offered himself for re-appointment. The subject is placed in the Notice of 79^thAGM for the approval of shareholders.

11.4. Independent Directors

In the AGM held on 11 August 2023, Shri. Shankar Athreya (DIN: 10153304) and Shri. Hari Sankaran (DIN: 01734801) were appointed for the first term of five years as Independent Director effective 11August 2023 and 1 April 2024 respectively.

Shri. S. Krishnakumar (DIN: 09203779) and Shri. R. Subramanian (10480862) were appointed by the Board of Directors at their meeting held on 10 February 2024, effective 8 March 2024 for a period of five years. The appointment was approved by the Shareholders at the meeting held through Postal Ballot dated 21 March 2024.

Smt. Rama Sivaraman (DIN: 07425519) was appointed as an additional director (non-executive Independent Director) by the Board of Directors for a period of five years, effective 31 March 2025. The appointment was approved by the Shareholders at their meeting held through Postal Ballot dated 8May 2025. She was regularized as NEID, effective 31 March 2025.

All Independent Directors hold of ce for a xed term of ve years and are not liable to retire by rotation. As required under sub section (7) of Section 149 of the Companies Act, 2013, all the Independent Directors have declared that they meet the criteria of independence as provided under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations of the Listing Regulations.

During FY25, a separate meeting of Independent Directors was held on 26 October 2024, without the participation of non-Independent Director for evaluating the performance of non-Independent Director, the Chairman of the Board and the Board as a whole. Independent Directors had expressed their satisfaction on the evaluation process and the results thereof. ?

11.5. Change in Key Managerial Personnel (KMP)

As on 31 March 2025, Shri. Vidyashankar Krishnan, Chairman and Managing Director, Shri. K.Venkatramanan, Joint Managing Director, Shri. R. Venkatakrishnan, Chief Financial Officer and Shri. Chandrasekar S, Company Secretary are KMPs of the Company in terms of Section 2(51) of the Companies Act, 2013. There were no changes in the KMP during the year under review.

12. NOMINATION AND REMUNERATION POLICY

In terms of provision of section 178 of the Companies Act, 2013 read with Rules prescribed, a policy for the Directors, KMP and other employees has been adopted by the Board of Directors of the Company, which analyses the criteria for determining qualifications, positive attributes and independence of a Director.

The said policy is provided in Company's website as below: https://www.mmforgings.com/uploads/policies/NOMINATION_AND_REMUNERAT

ION_POLICY.pdf

13. BOARD AND COMMITTEE MEETING DATES

During the Financial Year 2024-25, the Board met five times on 29 May 2024, 17 July 2024, 12 August 2024, 26 October 2024 and 3 February 2025. The details of the meetings of Board and Committee Meetings are provided as part of Corporate Governance Report prepared in terms of Listing Regulation in Annexure III of this Report.

14. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS

None

15. RISK MANAGEMENT

The risk management framework of the Company is thoroughly integrated and regularly evaluated by the Risk Management Committee, which is primarily composed of Board Members. This framework empowers the Board to identify, assess, and oversee key risks, while also taking proactive measures to mitigate those risks that may hinder the Company's objectives.

The Risk Management Committee is responsible for monitoring significant risks that the organization may encounter, including strategic, financial, market, IT, legal, regulatory, reputational, and other risks, and it suggests appropriate actions.

The Board is confident that sufficient systems and procedures are established to identify, evaluate, monitor, and manage risks effectively. Additionally, the Audit Committee is kept informed about the risk assessment and mitigation strategies implemented by the Company. ?

16. RELATED PARTY TRANSACTION

The Company has formulated a policy on related party transactions and the same is uploaded on the Company's website: https://www.mmforgings.com/uploads/policies/Policy_on_Related_Party_Transactions 2.pdf

There are no ‘Material' contracts or arrangement or transactions at arm's length basis. There are no materially significant Related Party transactions made by the Company with Promoters, Directors and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large. For related party transactions as per Accounting Standards, refer Notes on Accounts.

17. CORPORATE SOCIAL RESPONSIBILITY

A Board Level Committee of Corporate Social Responsibility (CSR) has been constituted and the Board has adopted a CSR Policy as recommended by the CSR Committee. The thrust areas of CSR Policy are Eradicating Hunger and Poverty, Education, Combating Diseases and Social Business Projects.

Rs. Rs. in Lakhs

Annual report on CSR has been provided as a part of Corporate Governance Report in Clause 6 in Annexure III of this Report.

18. PARTICULARS OF EMPLOYEES

The information required under the rules prescribed, has been given in the annexure appended hereto and forms part of this report.

19. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES

19.1. The ratio of remuneration of each Director to the median remuneration of the employees and percentage of increase in remuneration of each Director in thefinancial year :

Note: For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

* Appointed effective 1 April202 4as an Independent Director ** Appointed effective 1 April 2024as an Executive Director

19.2. Percentage increase in median remuneration of employees in the FY2024 -25 – 1.30%.

19.3. The number of permanent employees on the rolls of Company: 2297.

19.4. Comparison of remuneration of each KMP against performance of Company.

* CMD – Chairman and Managing Director, CEO – Chief Executive Officer, JMD – Joint Managing Director, WTD – Whole-Time Director CFO – Chief Financial Officer; CS – Company Secretary

19.5. Average Increase in Remuneration for employees other than Directors and KMP is (3.78)% and average Increase in Remuneration for KMP and Senior Management is 0.77%. The increase in remuneration is not solely based on company performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospectsetc. , besides Company performance. There are no exceptional circumstances for increase in the managerial remuneration.

19.6. Key parameters for any variable remuneration of Directors:

Directors are being paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013.

19.7. Variation in market cap/ net worth of Company:

* EPS for FY25 is calculated based on the enhanced share capital.

19.8. Ratio of remuneration of highest paid Director to other employees who get remuneration more than highest paid Director – NOT APPLICABLE.

19.9. Affirmation that the remuneration is as per the remuneration policy of the company:

It is hereby affirmed that the Remuneration paid is as per the remuneration policy of the Company.

20. SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATIONS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals, which would impact the going concern status of the Company and its future operations.

21. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAS OCCURRED SINCE 31.03.2025 TILL THE DATE OF THE REPORT

NIL

22. DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby stated that:

22.1. In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

22.2. 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 31 March 2025 and of the profit or loss of the Company for that period ended on that date;

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

22.4. The Directors haveprepared the annual accounts on a going concern basis ? ;

22.5. The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

22.6. The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

23. ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue. The Whistle Blower Policy covering all employees and Directors is hosted on the Company's website at https://www.mmforgings.com/uploads/policies/Policy_-_Whistle_Blower.pdf

A high-level Committee has been constituted to look into the complaints. The Committee reports to the Audit Committee and the Board.

24. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively. The Board is accountable for evaluating and approving the effectiveness of the internal controls, including financial, operational and compliance controls.

It also ensures the systematic and effective management of its operations, which encompasses compliance with the Company's policies, the protection of its assets, the detection and prevention of fraud and errors, the precision and thoroughness of the accounting records, and the prompt generation of trustworthy financial information throughout the year. During this period, controls were evaluated, and no significant weaknesses in operations were identified.

Additionally, the internal audit plan is aligned with the Company's business objectives and is subject to review, oversight, and approval by the Audit Committee.

25. CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the Company. The Company is committed to ethical management and excellence in performance. Details are provided in Annexure III.

26. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34(2)(f) of the Listing Regulations, effective FY23, top1000 companies based on Market Capitalisation as per NSE / BSE as on 31 March of every Financial Year, are required to disclose BRSR as part of their Directors' Report. BRSR, covering disclosures on the Company's performance on Environment, Social and Governance parameters for FY25, is provided as Annexure V to this Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA.

27. ANNUAL RETURN

In terms of the requirement of Section 92(3) read with Section 134(3) of the Companies Act, 2013, the Annual Return of the Company for the year ended 31 March 2024 and the draft Annual Return of the Company for the year ended 31 March 2025 is available in the Company's website in the following link. https://www.mmforgings.com/Investors/annual_return

28. A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

28.1. Nomination and Remuneration Committee had laid down the criteria and prescribed a peer evaluation methodology by way of set of questionnaires to evaluate the performance of individual Directors, Committee(s) of the Board, Chairman of the Board and the Board as a whole. The Board subsequently carried out the performance evaluation as per the methodology.

1. The evaluation of the Boards' performance as a collective entity was conducted based on various criteria, including the adequacy of the Boards' composition and that of its committees, the culture within the Board, execution capabilities, the diversity of skills and experience, the sequence of meetings, decision-making processes, the quality of information provided, the performance of specific duties, obligations, and governance practices.

2. The assessment of the performance of each individual Director, including the Chairman of the Board, was executed based on their commitment to their roles and responsibilities, the degree of engagement and contribution, independence of judgment, strategic and lateral thinking abilities, and their efforts in safeguarding the interests of the Company andits minority shareholders, among other factors.

3. The performance evaluation of Senior Managerial Personnel was determined based on their performance and achievement of business plans as approved by the Board and management, their commitment towards roles and responsibility, leadership quality, productivity, team management, etc.

28.2. Further, Independent Directors, at their meeting held on 26 October202 4 (without the participation of non-Independent Director and personnel from management), had considered and evaluated the Boards' performance on the whole, the performance of the Chairman and other non-independent Directors. ?

28.3. There are no observations or pending actions on the Board evaluation. The Board expressed its satisfaction with the evaluation process and results thereof.

29. FAMILIARISATION OF PROGRAMME ARRANGED FOR INDEPENDENT DIRECTORS

29.1. M M Forgings Limited has put in place a system to familiarise independent Directors about the Company, its products, business and the on-going events relating to the Company.

29.2. Independent Directors of the Company are made aware of their role, responsibilities and liabilities at the time of their appointment / re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

29.3. They are also made aware of Company's Board and Board Committee framework, policies and procedures.

29.4. As a part of boards' discussions, presentations on business of the Company are made to the Directors from time to time.

29.5. Important announcements and press release various news related to the Company including any statutory amendments and notification under various Acts are forwarded to the Directors from time to time.

29.6. The provision of access to senior managerial personnel at Board / Board Committee meetings enables Independent Directors to interact with them to understand the Company's strategy, business model, operations, service and product offerings, markets, organization structure, finance, human resources, technology, quality and risk management and such other areas as may arise from time to time.

29.7. Each member of the Board, including the independent Directors, have been given complete access to any information relating to the Company.

29.8. The details of familiarisation programme are available on the Company's website in the link given below: https://www.mmforgings.com/uploads/Familiarisation_programme/Familirisation_Pro gramme__Independent_Directors.pdf

30. AUDITORS

30.1. Statutory Auditors

The Company at its 76^th Annual General Meeting (AGM) held on 4 July 2022 has appointed M/s. G Ramesh Kumar & Co., Chartered Accountants, as Statutory Auditors of the Company to hold office for the first term of 5 years from the conclusion of 76^thAGM till the conclusion of 81 ^st AGM, at such remuneration in addition to applicable taxes, out of pocket expenses, travelling and other expenses as may be mutually agreed between the Board of Directors of the Company and the Auditors. The Statutory Auditors will continue to hold office for the fourth year in their first term? of five consecutive years, from the conclusion of this AGM. The Auditors' Report for the financial year 2024-25 does not contain any qualification, reservation or adverse remark and the same is attached with the annual financial statements.

30.2. Secretarial Auditor

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rules, and Regulation 24A of Listing Regulations, the Board has appointed Shri. V. Shankar, Practicing Company Secretary as Secretarial Auditor of the Company for the FY25.

The Secretarial Audit Report for the Financial Year 2024-25 given by Shri. V. Shankar is attached to this Report. The Secretarial Audit Report does not contain any qualification, reservations or adverse remarks.

As per amended Regulation 24A of Listing Regulation, the Board of Directors of the Company has recommended the appointment of Shri. V. Shankar, Practicing Company Secretary (C.P. No. 12974) as the Secretarial Auditor for a period of five years, subject to the approval of shareholders in the ensuing Annual General Meeting.

The Company had received required declarations/ consents from the Secretarial Auditors confirming that they have been Peer Reviewed and are eligible to be appointed as Secretarial Auditors.

30.3. Cost Auditor

Pursuant to the provisions contained in Rule 14 of the Companies (Audit and Auditors) Rules, 2014, Shri. S. Hariharan (CP No. 20864) has been appointed as Cost Auditor for the financial year 2025-26. The Company has also received a certificate from the Cost Auditor certifying his independence and arm's length relationship with the Company. The report of the Cost Auditor shall be filed with the Central Government in accordance with the rules framed thereunder.

31. EXPLANATION TO AUDITOR'S REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

32. SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training at all levels have been provided by the Company.

33. PERFORMANCE OF SUBSIDIARIES

33.1. DV S Industries Private Limited

The Company has fully acquired D V S Industries Private Limited (D V S)? in the year 2018. D V S becomes a wholly-owned subsidiary of the Company. It has its factory located in Pantnagar, Uttarakhand. D V S Industries is well equipped with precision equipment, in-house tool room inspection facilities, well trained personnel, etc., during the financial year under review. During the year under review, D V S has achieved a turnover of 103.62 croresand t he EBITDAstood at 4.60 crores.

33.2. Suvarchas Vidyut Private Limited

Suvarchas Vidyut Private Limited (SVPL) was incorporated as a wholly owned subsidiary of the Company on 31 March 2022. SVPL is engaged in manufacturing of electrical and electronic components and subassemblies for industrial, consumer and automotive applications. During the year under review, SVPL have registered sales of 1.04 crores with a loss of 2.62 crores.

33.3. Abhinava Rizel Private Limited

Abhinava Rizel Private Limited (ARPL) was incorporated on 11 May 2022. As a part of transformation strategy, with an intention to develop and to become a leading player in the growing electric vehicle (EV) segment, M M Forgings Limited (MMF) had acquired 88% stake in ARPL on 1 September 2022 by investing 15.84 crores in equity, thereby becomes a holding Company of ARPL.

APRL is engaged in business of design, manufacturing of parts / components for EVelectric power train, electric motors and electric controllers' / drives gearbox etc., used in automotive, industrial, marine, aerospace etc., The samples and testing of motors in two and three wheelers are in the process. The production is expected to commence anytime during FY26.

34. DEPOSITS

The Company does not have any deposits nor accepts any fresh deposits.

35. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE

Disclosures as per requirements of Section 134 (3) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure I.

36. PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT WORK PLACE

During the year under review, pursuant to the new legislation, "Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013" introduced by the Government of India, which came into effect from 9 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at workplace. There were no cases reported during the year under review under the said Policy. ? Disclosures in relation to the Sexual Harassment of Women in work place:

37. INSOLVENCYAND BANKRUPTCY CODE

There was no application made or any proceedings pending during the year under the Insolvency and Bankruptcy code. There were no instances during the year, which required the banks and the financial institutions to deal with the Company for the one-time settlement for the loans, if any provided.

38. ACKNOWLEDGEMENT

Your directors would like to express their gratitude for the cooperation and continued assistance received from DBS Bank, State Bank of India, HDFC Bank, Federal Bank, ICICI Bank, RBL Bank Limited , Export-Import Bank of India, Standard Chartered Bank and City Union Bank.

The directors would like to express their appreciation for the exceptional services provided by the Company's employees. The accomplishments attained would not have been feasible without their remarkable dedication and divine grace. Most importantly, the Directors extend their thanks to the shareholders for their unwavering trust in the management. For and on behalf of the Board