Schaeffler India Ltd

Dear Shareholders,

Your Directors are pleased to present the 62nd Integrated Annual Report of the Company together with the audited financial statements (Standalone & Consolidated) of the Company for the year ended December 31, 2024.

Standalone Financial Highlights

(Rs. in million)

1Earnings before Interest, Tax, Depreciation and Amortisation.

Financial and Operational Performance Performance of the Company and State of Company's Affairs

Your Company's Revenues was Rs.80,763 million in the year 2024 (Year 2023: Rs.72,261 million) which is higher by 11.8%. Growth was broad based across businesses, and was aided by focus on new business wins and excellence in quality and delivery. Profit before tax (before exceptional items) was Rs.13,175 million (Year 2023: Rs.12,284 million) representing a growth of 7.3%. Your Company recorded profit after tax of Rs.9,777 million (Year 2023: Rs.9,090 million) which represent a growth of 7.6%, highlighting focus on prudent financial management over the year.

Global Outlook

In 2024, the global economy showed remarkable resilience, maintaining stability amidst challenges. Early optimism prevailed about curbing inflation and major economies avoiding recession, but this was tested by slowing growth rates, ongoing inflation pressures, and policy uncertainties. The U.S. outperformed other developed economies, with a forecasted 2.8% GDP growth for 2024 and strong consumer spending despite high interest rates. The Eurozone experienced another year of sluggish growth, with high interest rates and increased economic uncertainty significantly impacting capital-intensive industries. Looking ahead to 2025, global GDP growth is expected to remain stable with notable regional variations. Advanced economies are projected to see a GDP rise of 1.8%, slightly up from 1.7% in 2024. U.S. economic activity should stay robust, backed by strong income and productivity, though growth is expected to slow to 2.2%. In Europe, improved income and falling interest rates are set to boost consumer spending and investment, pushing euro area GDP growth to 1.3%, exceeding 1% for the first time in three years. Japan's GDP is likely to rebound to 1.1%, aided by gradual increases in wages and consumer spending. Emerging markets are anticipated to maintain a 4.1% growth rate, consistent with 2024.

Inflation globally is predicted to decrease from 4.5% in 2024 to 3.5% in 2025, although still higher than 2019's 3.1%. Advanced economies are expected to manage inflation more effectively than emerging markets.

Fiscal policy in 2025 will grapple with the challenges of high public debt and interest rates amid complex economic and political pressures.

India Outlook

India's GDP growth slowed to 6.0% year-over-year in the first half of the fiscal year 2024-2025, falling short of the Reserve Bank of India's (RBI) 6.9% projection. As a result, the central bank revised its annual growth forecast down to 6.6% from 7.2%. Growth remained resilient despite slower GDP growth in the first half of the year. The slowdown was primarily attributed to the elections in the first quarter and weather-related disruptions in the subsequent quarter. Geopolitical issues, notably in the Red Sea, alongside rising global precious metal prices, adversely affected the trade balance. Nonetheless, several sectors, including agriculture, services, and manufacturing exports, maintained positive momentum, indicating areas of strength within the economy.

The India economy is on a steady growth path and looking ahead, India's GDP growth outlook remains between 6.5% and 6.9%. This is mainly supported by government initiatives focusing on capital expenditure, fostering domestic investment, and promoting technological innovation. The fundamentals of the domestic economy remain strong, and backed by implementing targeted policies to enhance capital expenditure and boost household consumption, the government can utilise its fiscal capacity to secure sustainable growth and shield the economy from global uncertainties.

Share Capital Structure

There has been no increase/decrease in the Authorised Share Capital of your Company during the year under review.

Alteration of ‘Capital Clause' of Memorandum of Association

During the year under review, there was no alteration of ‘Capital Clause' of Memorandum of Association of the Company.

Material Changes and Commitments and Change in Nature of Business

There have been no material changes and commitments affecting the financial position of your Company from the end of the Financial Year 2024 up to the date of this Report. There has been no change in the nature of business of your Company.

Dividend and Transfer to Reserves

Your Company has a steady dividend payment history and considering the financial performance of the year 2024, your Directors recommend dividend for the year ended December 31, 2024 at the rate of Rs.28/- per share of face value Rs.2/- (2023: Rs.26/- dividend per share of face value Rs.2/-) per equity share amounting to Rs.4,376.5 million (2023: Rs.4,063.9 million). Considering sufficiency of balance, your Directors do not propose to transfer any amount to General Reserves for the year under review.

The details of the Dividend for the Financial Years 2024 and 2023 are as follows:

Dividend Distribution Policy

Your Company has adopted the Dividend Distribution Policy to determine the distribution of dividends in accordance with the provisions of applicable laws and has been uploaded on the website at https://www.schaeffler. co.in/en/investor-relations/corporate-governance/codes-and-policies/.

The Dividend Distribution Policy also forms part of this Integrated Annual Report 2024.

Dividend Payout Ratio

To meet Shareholders' expectations and as a good governance practice, the Board of Directors of your Company has approved the target dividend payout ratio of 30% to 50% of the annual standalone profits after tax (PAT) as announced by the Company from time to time, subject to the applicable rules and regulations and the Dividend Distribution Policy of the Company. Your Company has adopted a progressive Dividend Distribution Policy, intending to sustain or raise the dividend each year, in conjunction with the financial performance and free cash profit generation each year.

Corporate Governance

A separate section on Corporate Governance forms integral part of the Integrated Annual Report and a compliance certificate from M/s. Samdani Kabra & Associates, Company Secretaries, the Company's Secretarial Auditors confirming the compliance of conditions of Corporate Governance is annexed thereto.

Management Discussion and Analysis

Pursuant to Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations'), detailed review of operations, performance and future outlook of the Company is covered under Management Discussion & Analysis section of the Integrated Annual Report.

Business Responsibility and Sustainability Report

The Securities and Exchange Board of India (SEBI), through a notification dated May 5, 2021, made certain amendments to the Listing Regulations. One of the key changes is the requirement to submit Business Responsibility and Sustainability Report (BRSR) instead of the existing Business Responsibility Report.

BRSR is a performance-based disclosure on 9 (nine) defined principles of the ‘National Guidelines on Responsible Business Conduct', which are intended towards having quantitative and standardised disclosures on ESG parameters. It enables comparability across companies and sectors. This will enable the investors for better investment decision-making. Also, companies are benefited by showcasing their ESG performance in more structured way. The SEBI, vide its circular dated May 10, 2021, made Business Responsibility and Sustainability Report (BRSR) mandatory for the top 1,000 listed companies (by market capitalisation) from FY2023. The Company has prepared Business Responsibility and Sustainability Report (BRSR) for FY2024 in accordance with the format as prescribed in the SEBI Circular.

Board Composition

Your Company's Board consists of leaders and visionaries who provide strategic direction and guidance to the Company.

As on December 31, 2024, the Board comprised of 2 (Two) Executive Directors, 4 (Four) Non-Executive Independent Directors and 3 (Three) Non-Executive Non-Independent Directors. As on the date of this Report, your Company has 7 (Seven) Non-Executive Directors out of which 4 (Four) are Independent Directors. Pursuant to the provision of Regulation 17(1)(a) of the SEBI Listing Regulations, the Board of Directors of the top 1,000 listed entities are required to have at least one Independent Woman Director. The Company has 2 (Two) Women Directors comprising of 1 (One) Independent Woman Director and 1 (One) Woman Executive Director. Further, as per the Regulation 17(1)(b) of the SEBI Listing Regulations, every listed company is required to have at least one-third of its total strength of the Board of Directors as Independent Directors where Chairperson is a Non-Executive Director. Your Company complies with these requirements.

Independent Directors' Declaration

Definition of ‘Independence' of Directors is derived from Regulation 16 of the SEBI Listing Regulations and Section 149(6) of the Companies Act, 2013. The Company has received necessary declarations under Section 149(7) of the Companies Act, 2013 and Regulation 25(8) of the SEBI Listing Regulations, from the Independent Directors stating that they meet the prescribed criteria for independence.

All Independent Directors have affirmed compliance to the Code of Conduct for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013. List of key skills, expertise and core competencies of the Board forms part of this Integrated Annual Report.

Based on the declarations received from the Independent Directors, your Board of Directors confirm the independence, integrity, expertise and experience (including the proficiency) of the Independent Directors of the Company. Independent Directors comply with the Code of Conduct for Directors, Senior Management & Employees of the Company. As per regulatory requirements, all the Independent Directors have registered their names in the Independent Directors' Databank, pursuant to provisions of the Companies Act, 2013 and rules made thereunder. Further, they are exempted from the requirement of passing the online proficiency self- assessment test.

Directors

In accordance with the provisions of Section 152 of the Companies Act, 2013, Andreas Schick [DIN: 09257160] will retire by rotation at the ensuing Annual General Meeting (‘AGM') and being eligible offer himself for reappointment. Andreas Schick has confirmed his eligibility and willingness to accept the office of the Director of your Company, if confirmed by the Members at the ensuing AGM. In the opinion of your Directors, Andreas Schick possess requisite qualifications and experience and therefore, your Directors recommend that the proposed resolution relating to the re-appointment of Andreas Schick be passed with the requisite majority. During the year under review, the Members of your Company in 61st Annual General Meeting confirmed the appointment/ re-appointment as follows: a) Re-appointment of Dharmesh Arora [DIN:05350121] as a Non-Executive Non-Independent Director. b) Appointment of Hardevi Vazirani (DIN: 10212814) as Director. c) Appointment of Hardevi Vazirani (DIN: 10212814) as a Whole-Time Director, designated as Director-Finance.

During the year under review, following were the changes in the Board of Directors of the Company: a) Appointment of Jens Sch?ler (DIN: 10422738) as a Non-Executive Non-Independent Director effective from January 1, 2024. b) Re-appointment of Harsha Kadam (DIN: 07736005) as a Managing Director & CEO for a further period of 3 (Three) years effective from October 1, 2024 up to September 30, 2027. c) Re-appointment of Arvind Balaji (DIN: 00557711) as an Independent Director for a further period of 5 (Five) years effective from November 6, 2024 up to November 5, 2029. d) Renu Challu ceased to be Independent Director on account of completion of second term as an Independent Director effective from November 5, 2024. e) Appointment of N. V. Sivakumar (DIN: 03534101), as an Independent Director for a term of 5 (Five) years effective from November 6, 2024 up to November 5, 2029. f) Re-appointment of Amit Kalyani as Independent Director is for a period of 5 (Five) years effective from February 11, 2025, up to February 10, 2030.

There is no interse relationship between the Directors. In terms of the SEBI Listing Regulations, your Company conducts the Familiarisation Programme for Independent

Directors about their roles, rights and responsibilities in your Company, nature of the industry in which your Company operates, business model of your Company etc., through various initiatives. The details of the same can be found at https://www.schaeffler.co.in/en/investor-relations/corporate-governance/independent-directors/.

Key Managerial Personnel (KMP)

Pursuant to provisions of Sections 2(51) and 203 of Companies Act, 2013 read with Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, following persons are acting as Key Managerial Personnel (KMP) of the Company:

1. Managing Director & Chief Executive Officer: Harsha Kadam.

2. Director-Finance & Chief Financial Officer: Hardevi Vazirani.

3. Company Secretary: Ashish Tiwari

Pursuant to Rule 8(5)(iii) of the Companies (Accounts) Rules, 2014, during the year ended December 31, 2024, Satish Patel superannuated on February 12, 2024, and ceased to be the Director-Finance & CFO (KMP) after the business hours of February 12, 2024.

Meetings of Board of Directors

During the year under review, 6 (Six) meetings of the Board of Directors were held in compliance with the Companies Act, 2013 and SEBI Listing Regulations on –

The details of attendance of each Director at these meetings are provided in the Corporate Governance Report.

Policy on Nomination and Remuneration

The Company's Policy on Nomination and Remuneration of Directors and Senior Management is framed with the objectives as under:

1. To formulate criteria and advise the Board in matters of determining qualifications, competencies, positive attributes and independence of Directors and policies relating to their appointment and removal;

2. To review corporate goals and objectives, to set norms of performance evaluation and to lay out remuneration principles for Directors, KMP and Senior Management linked to their effort, performance and contribution towards achievement of organisational goals;

3. To evaluate performance and give recommendations to the Board on succession planning and remuneration payable to the Directors, KMP, Senior Management, and critical direct reportees to Senior Management as may be determined from time to time; and

4. To review and recommend to the Board measures to retain and motivate talent including KMP and Senior Management Personnel with a view to ensuring long-term sustainability and competitiveness of the organisation.

In addition to above, the Nomination and Remuneration Committee (NRC) may take up any other matters related to talent management in general upon the advice of the Board.

Nomination and Appointment of Directors and Senior Management Criteria and Qualification

A person to be appointed as Director, KMP or at Senior Management level should possess adequate relevant qualification, expertise and experience for the position that he/she is being considered. The NRC evaluates whether qualification, expertise and experience possessed by a person is sufficient/satisfactory for the concerned position and makes appropriate recommendations to the Board of Directors. The Board independently evaluates the candidate, and if found suitable confirms the appointment.

Policy on Remuneration

1. The remuneration (including revisions) of Directors is recommended by NRC to the Board for its approval. The remuneration (including revisions) of the Directors, so recommended by NRC to the Board, should be within the limits specified under the Companies Act, 2013 read with the Rules thereunder and as approved by the Shareholders of the Company.

2. None of the Directors (including Independent Directors) shall be entitled to any stock option of the Company.

3. The remuneration to be paid to KMP and Senior Management is recommended by NRC to the Board for its approval.

The Nomination and Remuneration Policy of the Company is disclosed on the website at https://www.schaeffler. co.in/en/investor-relations/corporate-governance/codes-and-policies/.

Formal Annual Performance Evaluation

Your Company believes that systematic performance evaluation of the Board, Committees, and the Directors contributes significantly to improve performance at 3 (Three) levels; i.e. Organizational, Board and Individual Board Member.

The Annual Performance Evaluation encourages the leadership, teamwork, accountability, decision-making, communication and efficiency of the Board. It also ensures teamwork by creating better understanding of Board dynamics & Board-management.

Methodology

The evaluation is done as per the process and criteria of annual performance evaluation recommended by the NRC and approved by the Board of Directors. Separate evaluation questionnaire for each category of evaluation viz. the Board, Committees of the Board and Directors (including Executive Directors, Non-Executive Non-Independent Directors and Non-Executive Independent Directors) have been prepared as per the process and criteria approved by the Board.

Process

Separate sets of questions (questionnaire) for each of the evaluations i.e., for evaluation of (a) Board; (b) Committees of the Board; (c) Independent Director; (d) Non-Independent Director and (e) Chairperson of the Board, are defined in the Policy for Annual Performance Evaluation.

The questionnaire for each category of evaluation is circulated to all the Directors. Each question has 4 (Four) rating options i.e., 1 to 4. 1 denotes ‘Need Improvement', 2: ‘Fair', 3: ‘Good' and 4: ‘Excellent'.

The ratings of every question are averaged (‘averaged ratings') based on feedbacks received from the Directors. Further, average of all ‘averaged ratings' are considered as the rating for a particular question. Based on the outcomes of questionnaire, the NRC carries out evaluation of all the Directors including Independent Directors and the Board carries out the evaluation of its own performance, each of the Committees and that of all Directors.

For the year 2024, the Board has carried out an annual performance evaluation of its own and that of each of the Committees and all Directors including the Chairperson of the Company. The NRC has also carried out evaluation of all the Directors including Independent Directors.

Qualitative comments received during the Board evaluation were as follows:

• Discussions in the Board are carried out with complete transparency. All directors are encouraged to express their views, which are duly considered and acted upon by the management.

• Governance practices, risk evaluation and mitigation, succession planning and other such processes are of the high quality and well established in the Company.

• Information as required by the Board from time to time is provided transparently. The Board members are actively invited to participate in discussions regarding business planning.

• Engagement of Board members amongst themselves and with the senior management of the Company has been of high order.

• Good discussion on senior level recruitment's etc. at NRC meetings.

• Board meeting effectiveness has been improved with the well thought through agenda setting. The sufficient time available for appropriate discussion at the Board. Additional meetings as necessary were scheduled.

• Considering the increased complexity of risk universe, Risk Management Committee should remain flexible on the frequency of meetings and time devoted to topics.

• Dedicated strategy session has helped the Board to actively steer the strategic direction for the Company.

Conclusion

The evaluation for the year 2024 of Directors, each of Committees and that of the Board have received ratings near excellent. NRC expressed its satisfaction to the overall process of annual performance evaluation.

Meeting of Independent Directors

As per provisions of Schedule IV to the Companies Act, 2013, the Independent Directors are required to hold at least 1 (One) meeting in a financial year, without the attendance of Non-Independent Directors and members of management.

During the financial year 2024, the Independent Directors have held 1 (One) separate meeting on October 22, 2024.

Audit Committee

As on December 31, 2024, the Audit Committee consists of 6 (Six) Directors including 4 (Four) Independent Directors. N. V. Sivakumar is the Chairperson of the Audit Committee.

The other members of the Audit Committee were Arvind Balaji, Amit Kalyani, Eranti V. Sumithasri, Andreas Schick and Hardevi Vazirani. The Committee met 5 (Five) times during the year. The terms of reference of the Audit Committee, details of meetings held during the year and attendance of members are disclosed in the Report on Corporate Governance. There was no instance where the recommendation by the Committee was not accepted by the Board.

As of the date of this Report, Renu Challu, erstwhile Chairperson and Member of the Audit Committee ceased to be a Chairperson and Member of the Audit Committee effective from November 5, 2024, on account of completion of her second term as an Independent Director the Board of the Company.

Whistle-Blower Policy/Vigil Mechanism

Your Company has a well-defined ‘Whistle-Blower Policy' and established vigil mechanism to provide for adequate safeguard against victimisation of Directors and employees who use the mechanism. The mechanism also provides for direct access to the Chairperson of Audit Committee in appropriate cases.

The Whistle-Blower/Vigil Mechanism Policy can be accessed on the Company's Website at https://www. schaeffler.co.in/en/investor-relations/corporate-governance/codes-and-policies/.

Risk Management

Your Company has established comprehensive Risk Management System to ensure that risks to the Company's continued existence as a going concern and to its development are identified and addressed on timely basis. Report on Risk Management forms an integral part of this Integrated Annual Report.

Risk Management Committee

As on December 31, 2024, the Risk Management Committee comprises of 6 (Six) Directors and 1 (One) Senior Management employee of the Company. Dharmesh Arora is the Chairperson of the Committee. The other members of the Committee are Eranti V. Sumithasri, Andreas Schick, Jens Sch?ler, Harsha Kadam, Hardevi Vazirani, and Sameer Mathur (Chief Operating Officer). As on the date of this Report, Santanu Ghoshal (Head of Human Resources) superannuated effective from May 10, 2024 and ceased to be the member of the Risk Management Committee.

Statutory Auditors

The Statutory Auditors, M/s. Walker Chandiok & Co. LLP, Chartered Accountants, (Firm Registration Number: 001076N/ N500013) were appointed as Statutory Auditors of the Company at the 58th Annual General Meeting (‘AGM') of the Company held on April 27, 2021 for a period of 5 (Five) consecutive years from the conclusion of the 58th AGM till the conclusion of the 63rd AGM of the Company.

The Audit Committee annually reviews and monitors the performance, independence of the Statutory Auditors and effectiveness of the audit process.

There is no qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report. The observations made in the Auditor's Report, read together with relevant notes thereon, are self-explanatory and hence do not call for any comments.

Reporting of Fraud

The Auditors of the Company have not reported any instances of fraud against the Company by its officers or employees as specified under Section 143(12) of the Companies Act, 2013.

Secretarial Auditors

M/s. Samdani Kabra & Associates, a firm of Company Secretaries in Practice was appointed as ‘Secretarial Auditors' to carry out Secretarial Audit of the Company. In terms of provisions of Section 204 of the Companies Act, 2013, and in terms of regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI's circular CIR/CFD/CMD1/27/2019 dated February 8, 2019, a Secretarial Audit Report has been annexed to this Report. (Annexure - A) There is no qualification, reservation, adverse remark or disclaimer by the Secretarial Auditors in their Secretarial Audit Report.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company proposes to appoint M/s. Samdani Kabra & Associates, a firm of Company Secretaries in Practice, (Firm Registration No.- P2002GJ013100 and Peer review

No. 884/2020) as the Secretarial Auditors of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of the 62nd AGM till the conclusion of the 67th_AGM of the Company. Your Directors recommend that the proposed resolution relating to the appointment of Secretarial Auditors to be passed by requisite majority in ensuing AGM.

Cost Records and Cost Audit Maintenance of Cost Records

The Company is required to maintain cost records under Companies (Cost Records and Audit) Rules, 2014. Accordingly, cost records have been maintained by the Company.

Cost Audit

M/s. Y. S. Thakar & Co., Cost Accountants, as Cost Auditors were appointed to conduct the audit of the cost records of the Company for the financial year ended December 31, 2024. Based upon the declaration on their eligibility, consent and terms of engagement, your Directors have reappointed M/s. Y. S. Thakar & Co., Cost Accountants to conduct Audit of Cost records for the financial year 2025.

As required under the provisions of the Companies Act, 2013, the remuneration of Cost Auditors as approved by the Board of Directors is subject to ratification by the Shareholders at the ensuing Annual General Meeting.

Corporate Social Responsibility (CSR)

Being a responsible Corporate Citizen, your Company is committed in fulfilling its social responsibilities. Guided by the prevailing regulatory requirements, the Company has constituted a ‘Corporate Social Responsibility (CSR) Committee' and framed a Policy on CSR. The policy is available on the website of the Company at https:// www.schaeffler.co.in/en/investor-relations/corporate-governance/codes-and-policies/.

Your Company's CSR expenditure was Rs.215.6 million i.e._2% of the Average Net Profits of your Company made during three immediately preceding financial years. A summary of CSR Policy together with details of CSR activities undertaken by the Company during the year 2024 have been covered in the Integrated Annual Report on CSR activities, which is annexed to this Report. (Annexure - B).

Contracts and Arrangements with Related Parties

During the year, all the transactions with the Related Parties have been carried out in the normal course of business and based upon well set principles of arm's length.

Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseeable and repetitive nature. The details of all transactions executed with Related Parties are placed before the Audit Committee on a quarterly basis for its review or ratification as the case may be and are also placed before the Board for its information.

The Related Party Transaction Policy of the Company is available on the website of the Company at https:// www.schaeffler.co.in/en/investor-relations/corporate-governance/codes-and-policies/.

A separate Report containing details of Material Related Party Transactions carried out during the year is annexed to this Report in prescribed form AOC-2. (Annexure – C)

Particulars of Employees and Related Disclosures

The disclosures pertaining to remuneration and other details of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1), 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, have been annexed to this Report (Annexure – D)

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars as prescribed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 have been annexed to this Report (Annexure – E)

Annual Return

As per provisions of Section 92(3) of the Companies Act, 2013, a copy of draft Annual Return of the Company for the financial year 2024 in the prescribed form MGT-7 has been placed on the website of the Company at https:// www.schaeffler.co.in/en/investor-relations/shareholders-information/annual-return/.

Particulars of Loans, Investments, Guarantees and Securities

The particulars of loans and investments have been disclosed in notes to the Financial Statements. The Company did not give any guarantee or provide any security in connection with any loan.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

Your Company has in place a Policy against Sexual Harassment of Women at workplace in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Policy is available on the website of the Company at https://www.schaeffler.co.in/en/investor-relations/corporate-governance/codes-and-policies/.

Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The Company is committed to provide protection against sexual harassment of women at workplace (including employee or any other women visiting worksite for any other purpose).

Status of complaints during the year 2024

There was 1 (One) complaint pending at the beginning of the year 2024, which was resolved in 2024. The Company received 1 (One) complaint during the year 2024, which was resolved in November 2024.

Directors' Responsibility Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, your Directors hereby state that: (a) In preparation of the annual accounts, the applicable Indian Accounting Standards (Ind AS) have been followed and there are no material departures from the same; (b) The accounting policies have been selected and these have been applied 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 at December 31, 2024 and of the profit of the Company for that period; (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) Annual accounts of the Company have been prepared on a ‘going concern' basis; (e) Internal Financial Controls have been laid down and being followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and (f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised and that such systems are adequate and were operating effectively.

Adequacy of Internal Financial Controls

The Board of your Company has laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively. The Risk Management framework recognises the Internal Financial Controls as an integral part of its framework and has policies and procedures for addressing the financial reporting risks and ensures orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

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 and external consultants and the reviews performed by management and the Audit Committee, the Board is of the opinion that during the financial year ended December 31, 2024 had sound Internal Financial Controls.

These controls placed by the Company commensurate with the nature and size of the business operations and are adequate and operating effectively with no material weakness.

The key Internal Financial Controls and compliance systems have been documented, automated wherever possible and embedded in the respective business processes.

Compliance of Secretarial Standards

Your Company has complied with the Secretarial

Standards issued by the Institute of Company Secretaries of India on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2).

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules') as amended, all unpaid or unclaimed dividends which were required to be transferred by the Company to the IEPF were transferred to IEPF Authority.

The Company has also transferred Shares in respect of which dividend amount remained unpaid/unclaimed for a consecutive period of 7 (Seven) years or more to IEPF Authority within stipulated time.

The details of unpaid/unclaimed dividend and the Shares transferred to IEPF Authority are available on the Company's website at https://www.schaeffler.co.in/en/ investor-relations/shareholders-information/unclaimed-unpaid-dividend/.

Deposit

During the year, the Company has not accepted any deposits under the Companies Act, 2013.

Subsidiaries, Joint Ventures and Associates

KRSV Innovative Auto Solutions Private Limited ("Koovers") is the wholly owned subsidiary of the Company. The highlights of performance of subsidiary & its contribution to the overall performance of the Company are provided in the Consolidated Financial Statements which form an integral part of this Integrate Annual Report.

The Company does not have any other Joint Venture or Associate Companies as defined in the Companies Act, 2013.

Orders Passed by the Regulators or the Courts or the Tribunals

There are no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations.

Acknowledgements

Your Directors express their gratitude for the continued cooperation and support extended by Schaeffler Group, the Shareholders, Customers, Suppliers, Distributors, Bankers and all Stakeholders. Your Directors also place on record their appreciation for the employees for their dedication, hard work and efforts.