CIE Automotive India Ltd

Dear Shareholders

The Board of Directors present their Report together with the Audited Financial Statements of CIE Automotive India Limited (formerly known as Mahindra CIE Automotive Limited) (‘the Company') for the Financial Year ended 31^st December, 2024 (the financial year under review).

During the financial year under review, total standalone income of the Company was 47,362.70 Million as against 47,202.52 Million for the previous year. Profit before Interest, Depreciation, Exceptional Items and Tax was 9,047.46 Million as against 8,632.27 Million for the previous financial year. The profit before exceptional items & tax for the financial year under review was

7,494.13 Million as against 7,165.25 Million for the previous financial year.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year under review and the date of this Report.

The extant Dividend Distribution Policy provided that the dividend pay-out will be determined based on available financial resources, business environment, funds required for organic as well as inorganic growth and other factors which will ensure optimal shareholder return. Within these parameters, the Company would endeavour to maintain a total dividend pay-out ratio of upto 25% of the Annual Consolidated Profit After Tax (Consolidated PAT) of the Company for the corresponding year.

The Board of Directors of the Company at its meeting held on 20^th February, 2025, reviewed the Dividend Distribution Policy of the Company, especially the Financial Parameters that shall be considered while declaring dividend. After Considering strong cash flows and operational performance, the internal and external factors as provided in the Dividend Distribution Policy, the Board considered it appropriate to enhance the dividend pay-out ratio from upto 25% to upto 33% of the Consolidated PAT.

In accordance with the same, the Board is pleased to recommend dividend of 7/- (Rupees Seven only) per equity share of face value of 10/- for the financial year under review out of the Standalone Profit After Tax of the Company for the financial year under review. The final dividend for the financial year ended 31^st December, 2024 would absorb a sum of 2,655.54 Million.

Dividend will be payable, subject to approval of members at the ensuing 26^th Annual General Meeting and deduction of tax at source, as may be applicable, to those members or their mandates whose names appear as Beneficial Owners as per the data made available by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) or as members in the Register of Members as on the close of business hours of Wednesday, 23^rd April, 2025.

The Board of Directors has decided not to transfer any amount to the General Reserve for the year under review.

The light vehicle market growth slowed down to single digits vis-a-vis CY 23 while, the two wheeler market experienced a revival growing by double digits. The overall market (for our mix of segments) grew marginally in CY24 (4.2%), and our business growth was in line with that. EBITDA Margins in the India business improved (17.9% in CY24 v/s 16.7% in CY23) through focus on initiatives like increasing labour productivity using smart automation, improving asset utilisation by optimising working capital, enhancing machine throughput and using flexible machines. To keep expanding the order book, emphasis is on improving new product development with higher value add and the skills required for it. The Indian market is expected to grow in the medium term and we continue to expand capacities across business verticals.

The growth in the European automotive industry slowed in CY24 as compared to CY23. The automotive industry is dealing with rising costs, uncertainty around transition to Electric Vehicles (EVs) and competition from cheaper Chinese imports. There are also concerns around CAFE norms, the penalties of which have kicked in from 1^st January, 2025. The Company has taken proactive corrective measures to optimize cost in line with the current market situation. The strategy is to protect EBITDA margins (16.1% in CY24) as much as possible and focus on cash generation in Europe.

The Company strives for excellence in its investor relations ("IR") engagement with international and domestic investors. There is a structured conference call every quarter to discuss published results. The management has periodic interactions with the financial community including investors and analysts, through individual meetings and investor conferences. The Company participated in several investors meets, conferences and roadshows organized by reputed global and domestic broking houses, during the year. It is ensured that critical information related to the Company is uploaded on the Company's website and made available to the stock exchanges so that they can be accessed easily and equally by all.

The Consolidated total Income of the Company (from continued operations) for the financial year under review stood at 91,037.14 Million as against 93,623.59 Million in the previous year. Profit before Interest, Depreciation, Exceptional Items and Tax (from continued operations) for the financial year under review stood at 14,902.19 Million as against 15,059 Million for the previous year. The profit before exceptional items & tax for the financial year under review (from continued operation) stood at

10,846.73 Million for the financial year under review as against 10,758.51 Million in for the previous year.

The subsidiary companies continue to contribute to the overall growth of the Company.

CIE Galfor S.A.'s consolidated revenue from continued operations (excluding intercompany transactions) was

32,144.57 Million for the financial year under review as compared to 33,818.39 Million in the previous year. The consolidated net profit after tax from continued operations (excluding intercompany transactions) for the financial year under review was 2,346.83 Million as compared to 3,064.90 Million in the previous year. CIE Aluminium Casting India Limited (formerly known as Aurangabad Electricals Limited), revenue from operations (excluding intercompany transactions) was 11,503.51 Million during the financial year under review as compared to 10,315.90 Million in the previous year and the net profit after tax for the financial year under review (excluding intercompany transactions) was 1,076.10 Million as compared to 791.50 Million in the previous year.

CIE Hosur Limited's revenue from operations (excluding intercompany transactions) was 1,392.98 Million during the financial year under review and the net loss after tax for the year stood at (148.75) Million.

The Company's consolidated revenue from the continuing operations was 89,640.67 Million for the financial year under review, of which about 49.09% was derived from the Subsidiaries whereas about 50.91% was derived from operations of the Company.

The Consolidated Financial Statement of the Company and of all the Subsidiaries and associate companies, for the financial year ended 31^st December, 2024 prepared in accordance with the Companies Act, 2013 (hereinafter referred to as "the Act") and applicable Accounting Standards and the Auditors' Report thereon forms a part of the Annual Report of 2024.

In accordance with Section 136 of the Act, separate annual accounts in respect of each of the Subsidiaries are uploaded on the website of the Company and is accessible at the web-link: https://www.cie-india.com/ subsidiaries-annual-reports.html and soft copies of the same shall be provided to shareholders of the Company on request for such copies.

As on 31^st December, 2024, the Company has 9 subsidiaries namely CIE Galfor S.A.U. (Spain), CIE Legazpi S.A. (Spain), UAB CIE LT Forge (Lithuania), CIE Forging Germany GmbH (Germany), Metalcastello S.p.A. (Italy), Bill Forge de Mexico S. A. de. CV (Mexico), BF Precision Private Limited (India) (under voluntary liquidation), CIE Aluminium Casting India Limited (formerly known as Aurangabad Electricals Limited) (India) and CIE Hosur Limited (India). Except CIE Forging Germany GmbH and BF Precision Private Limited, all other subsidiaries are operational.

The liquidation process of BFPPL has been completed and the liquidator has filed requisite application for its dissolution before the Hon'ble National Company Law Tribunal, Chennai Bench (‘NCLT') on 19^th September, 2024 in accordance with the Insolvency and Bankruptcy Code, 2016 read with Insolvency and Bankruptcy Board of India (Voluntary Liquidation Process) Regulations, 2017. The matter came up before the Hon'ble NCLT, Chennai bench (Court II) on 10^th February, 2025. After hearing the matter in detail, the court reserved the matter for orders.

The Company (including its subsidiaries) had Nine Associates as on 31^st December, 2024 namely Clean Max Deneb Power LLP (Deneb), Sunbarn Renewables Private Limited (Sunbarn), Renew Surya Alok Private Limited (Renew), Gescrap India Private Limited (Gescrap), Strongsun Solar Private Limited (Strongsun), Sunseed Solar Private Limited (Sunseed), Galfor Eolica SL, Ojha Renewables Private Limited (Ojha) and ReNew Green (MHK Two) Private Limited (ReNew MHK Two). The Company does not have any joint-venture.

During the financial year under review, ReNew Green (MHK Two) Private Limited (ReNew MHK Two) became an Associate of the Company w.e.f. 29^th October, 2024 and Ojha Renewables Private Limited (Ojha) became an Associate of CIE Hosur Limited w.e.f. 25^th April, 2024. Sunseed Solar Private Limited (Sunseed) is an Associate of CIE Aluminium Casting India Limited and Galfor Eolica S.L. is an Associate Company of CIE Galfor S.A.

The Company and its subsidiaries have been taking various steps to optimize its power cost and to increase the proportion of green energy in the total energy consumption of the Company. The investments in Deneb, Sunbarn, Strongsun, Renew, Sunseed, Ojha and ReNew MHK Two are in furtherance of this objective. All these entities are major contributors for use of renewable source of energy in operations of the Company and its subsidiaries in India and will also results in savings in energy cost.

Gescrap is engaged in metal recycling and total waste management in India. The investment is made with the objective of preventing disruption in supply/demand of scrap for the business divisions of the Company and to enhance transparency and add best practices to scrap management in the group.

A Report on the performance and financial position of each of the subsidiaries and associate companies included in the Consolidated Financial Statement and their contribution to the overall performance of the Company is provided in Note No. 39 of the Consolidated Financial Statements of the Company and in Form AOC-1 attached to the Financial Statements.

The Company has formulated a Policy for determining Material Subsidiaries and Governance Requirements in respect of Subsidiaries and the same has been uploaded on the website of the Company and is accessible at the web-link: https://www.cie-india.com/governance3. html#Policies

During the year under review ICRA Limited, a Credit Rating Agency, reviewed the credit rating assigned for various bank facilities being fund based/non-fund based working capital facilities. Basis the review, ICRA have reaffirmed the long-term rating at [ICRA]AA (pronounced ICRA double A). ICRA has also reaffirmed the short-term rating at [ICRA]A1+ (pronounced ICRA A one plus). The outlook on the long-term rating was reaffirmed as Stable. Further, since there was no outstanding amount against the commercial paper, as per the request of the Company, the rating has been reaffirmed by ICRA and the same stands withdrawn as per ICRA's letter dated April 23, 2024.

The details of the Credit Ratings are uploaded on the website of the Company and is accessible at the web-link: h t t p s : / / w w w . c i e - i n d i a . c o m / p e r i o d i c - p u b l i c -information8.html#Credit-Rating

The Company has not been identified as a "Large Corporate" as per the criteria specified under Chapter XII of SEBI Master circular no. SEBI/HO/DDHS/PoD1/P/ CIR/2024/54 dated 22^nd May, 2024.

The Company has put in place adequate internal financial controls commensurate with the size and complexity of its operations. The internal controls ensure the reliability of data and financial information and accountability of assets.

The Company uses ERP System as a business enabler and to maintain its books of accounts. The transactional controls built in ERP System provide segregation of duties, appropriate level of approval mechanism and maintenance of supporting records. It is further supplemented by documented policies, guidelines and procedures. These are reviewed by the management regularly and strengthened wherever required. These systems and controls are subject to internal audit program arrived at basis risk review and approved by the Audit Committee. Action plan is prepared by the management for all the audit findings and the same is reviewed by the Audit Committee periodically.

The controls have been assessed during the year under review, basis guidance note issued by the Institute of Chartered Accountants of India on Audit of Internal Financial Controls over Financial Reporting. Based on the results of such assessments carried out by the management, no reportable or significant deficiencies, no material weakness in the design or operation of any control was observed. Nonetheless, the Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and in a dynamic environment needs continuous review and upgrade.

Management discussion and analysis of financial condition and results of operations of the Company along-with the performance and financial position of each of the Subsidiaries is provided in the Management Discussion and Analysis Report which forms part of the Annual Report-2024.

Details of the related party transactions entered into by the Company is provided in Note No. 31 of the Notes to the Standalone Financial Statements for the financial year under review.

All transactions entered into with Related Parties of the Company, during the year under review, were in ordinary course of business and were transacted at arm's length basis.

Except the Holding Company of the Company, the Company did not have any person or entity belonging to the promoter/promoter group which held 10% or more shareholding during the financial year under review.

Further, the Company had entered into Material Related Party Transactions i.e., transactions exceeding 10% of the annual consolidated turnover as per the last audited financial statements of the Company with Mahindra

& Mahindra Limited (M&M). These transactions were in Ordinary Course of Business of the Company and were at arm's length basis. The details of these transactions, as required to be provided under Section 134(3)(h) of the Act, are disclosed in Form AOC-2 as Annexure I and forms part of this Report.

The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the website of the Company and is accessible at the web-link: https://www.cie-india.com/governance3. html#Policies

Particulars of investments made by the Company, as required under Section 186 of the Act, are provided in Note No. 8 of the Notes to the Standalone Financial Statements of the Company for the for the financial year under review.

Further, disclosure required pursuant to Regulation 34(3) read with Part A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "the Listing Regulations") in respect of loans or advances in the nature of loans given by the Company to its Subsidiaries is provided at the end of this report. Apart from the loans or advances in the nature of loans given to the Subsidiaries of the Company as provided at the end of its report, the Company has not provided any loans or advances in the nature of loans to any of its Associates or any other person or body corporate including to any firms/body corporates in which Directors of the Company are interested.

The particulars of loans given by the Company, as required under Section 186 of the Act, are also provided in Note No. 8B of the Notes to the Standalone Financial Statement of the Company for the for the financial year under review.

During the year under review, the Company has not provided any guarantee or security in connection with the loan to any other person or body corporate.

The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 during the year under review.

The members of the Company at the 23^rd Annual General Meeting (AGM) had appointed M/s. B S R & Co. LLP, Chartered Accountants (B S R LLP) (ICAI Firm No. 101248W/W – 100022) as the Statutory Auditors of the Company to hold office from the conclusion of 23^rd AGM for a term of consecutive five years till the conclusion of 28^th AGM of the Company to be held in the year 2027. The Auditor's Report on the Financial Statement for the year ended 31^st December, 2024, is unmodified i.e., it does not contain any qualification, reservation or adverse remark disclaimer and notes thereto are self- explanatory and do not require any explanations.

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029), Secretarial Auditor to undertake the Secretarial Audit for the Financial Year ended 31^st December, 2024 and issue a Secretarial Audit Report in accordance with Section 204 of the Act and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report for the Financial Year ended 31^st December, 2024, issued as aforesaid, is appended to this Report as Annexure II. The report does not contain any qualification, reservation, adverse remark or disclaimer.

CIE Aluminium Casting India Limited (formerly known as Aurangabad Electricals Limited) (CIEALCAST), is a Material Unlisted Subsidiary of the Company in India. The Secretarial Audit of CIEALCAST for the financial year ended 31^st December, 2024 was carried out pursuant to Section 204 of the Act by Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029). The Secretarial Auditor's Report of CIEALCAST, does not contain any qualification, reservation, adverse remark or disclaimer and the same is enclosed herewith as Annexure III in accordance with Regulation 24A of the Listing Regulations.

The Annual Secretarial Compliance Report issued by Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029) in accordance with Regulation 24A of the Listing Regulations read with Circulars issued thereunder by Securities and Exchanges Board of India has been submitted to the Stock Exchanges within the prescribed timelines. The report does not contain any observation, reservation, adverse remark or disclaimer.

The same is also uploaded on the website of the Company and is accessible at the web-link: https://www.cie-india.com/documents-and-disclosure. html#Secretarial-Compliance-Report

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 notified vide SEBI circular No. SEBI/LAD-NRO/GN/2024/218 inter-alia prescribes detailed norms for the appointment, re-appointment, and removal of Secretarial Auditors in listed entities and its material Indian subsidiaries. All the appointments or continuation of Secretarial Auditors w.e.f. 1^st April, 2025 must be as per these norms.

In accordance with the Regulation 24A(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended by SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 (the Listing Regulations), the Board of Directors of the Company at its meeting held on 20^th February, 2025 considered the matter of appointment of the Secretarial Auditor and have approved and proposed to the members for their consideration and apporval at the ensuing 26^th Annual General Meeting (AGM), appointment of M/s SVD & Associates (Firm Registration No. P2013MH075200) as the Secretarial Auditors of the Company for a term of five consecutive years to conduct the Secretarial Audit of five consecutive financial years respectively ending on 31^st December, 2025, 31^st December, 2026, 31^st December, 2027, 31^st December, 2028 and 31^st December, 2029 (the Term) and to issue (i) the Secretarial Audit Report under Section 204 of the Companies Act 2013 for the Term and (ii) the Secretarial Audit Reports under Regulation 24A(1)(a) of the Listing Regulations for the Term. Accordingly, a resolution seeking Members' apporval for appointment of M/s. SVD & Associates (Firm Registration No. P2013MH075200) as the Secretarial Auditors of the Company is placed before the members for their consideration at the 26^th Annual General Meeting.

During the year under review, the Company maintained cost accounts and records as required under Section 148 of the Act, read with the Companies (Cost Records and Audit) Rules, 2014 as amended.

The Board had appointed Messrs. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, (Firm Registration Number 000030) as Cost Auditor for conducting the audit of Cost Records of the Company for Financial year ended 31^st December, 2024.

In accordance with Section 148 of the Act, the Board of Directors of the Company, on recommendation of the Audit Committee, re-appointed Messrs. Dhananjay V. Joshi & Associates, Cost Accountants, Pune (Firm Registration Number 000030) as the Cost Auditors of the Company to conduct the Audit of the Cost Accounting Records maintained by the Company for the Financial Year ending 31^st December, 2025. Messrs. Dhananjay V. Joshi & Associates have confirmed that their appointment is within the limits of Section 141(3)(g) of the Act and have also certified that they are free from any disqualifications specified under section 141(3) read with Section 148(5) of the Act.

As per the provisions of the Act, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a resolution seeking Members' ratification for the remuneration payable to Messrs. Dhananjay V. Joshi & Associates, Cost Auditors is placed before the members for their consideration at the 26^th Annual General Meeting.

During the year under review, the Statutory Auditors, the Cost Auditors and the Secretarial Auditor have not reported any instance of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

In accordance with Section 124 of the Act and rules made thereunder, the details in relation to unclaimed amounts of dividend declared for the Financial Year ended 31^st December, 2021, 31^st December, 2022 and 31^st December, 2023 that were transferred to Unclaimed Dividend Account along-with a statement containing the names, last known addresses, the unpaid dividend to be paid to each person and the date when such unpaid Dividend is due for transfer to the Investor Education and Protection Fund (IEPF) has been placed on the website of the Company and the same is accessible at the web-link: h t t p s : / / w w w . c i e - i n d i a . c o m / p e r i o d i c - p u b l i c -information8.html#IEPF

During the year under review, the Company was not required to transfer any amount to IEPF.

Further, details of all the unclaimed amounts transferred by the Company to IEPF in earlier years are uploaded on the website of the Company and is accessible under the sub-tab ‘Unclaimed Amount Transferred to IEPF' at the web-link: h t t p s : / / w w w . c i e - i n d i a . c o m / p e r i o d i c - p u b l i c -information8.html#IEPF and is also available on the website of IEPF.

No claim lies against the Company in respect of these unclaimed amounts.

For any claims that are lodged with IEPF for unclaimed amounts, the Company has nominated Mr. Pankaj V. Goyal, the Company Secretary, Chief Compliance Officer and Head-Legal of the Company as Nodal Officer for the purposes of verification of claims and coordination with Investor Education and Protection Fund Authority as required under Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, the Contact details of the Nodal Officer are available on the website of the Company at the aforementioned web-link.

During the financial year, the following officers were the Key Managerial Personnel of the Company in accordance with Section 203 of the Act read with Section

2(51) of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Ander Arenaza - Executive Director and Group CEO

2. Mr. Manoj Menon - Executive Director and CEO

3. Mr. Sunil Narke – Chief Executive Officer – Forgings Division (w.e.f. 1^st April, 2024)

4. Mr. Hari Krishnan - Chief Executive Officer – Forgings and Bill Forge Division (upto 31^st March, 2024)

5. Mr. Rahul Desai - CEO - Stampings, MPD and Composites Division (from 2^nd May, 2024 till 19^th February, 2025)

6. Mr. Rajendra Vadlapudi - CEO - Iron Casting Division (w.e.f. 2^nd May, 2024)

7. Mr. K. Jayaprakash – Chief Financial Officer

8. Mr. Pankaj V. Goyal – Company Secretary, Chief Compliance Officer and Head-Legal The Board of Directors of the Company, on the recommendation of the Nomination and Remuneration Committee at its Meetings held on 02^nd May, 2024 reviewed the Organizational Structure and Succession plan and approved certain changes in the Organizational Structure of the Company to build a stronger leadership pipeline to support the long-term growth strategy of the Company. Mr. Ander Arenaza was redesignated as "Executive Director and Group CEO" by way of his appointment as "Chief Executive Officer" of the Company under Section 203(1)(i) of the Companies Act, 2013, with effect from 02^nd May, 2024. Mr. Rahul Desai and Mr. Rajendra Vadlapudi were promoted and were respectively appointed as ‘CEO - Stampings, Magnetics Products and Composites Divisions' and CEO - Iron Casting Division w.e.f. 2^nd May, 2024. Both Mr. Desai and Mr. Vadlapudi continued to report to Mr. Manoj Menon, who was redesignated as "Executive Director and CEO" from "Executive Director and CEO - Iron Casting, Stampings, Composites, MPD and Gears Divisions" w.e.f. 2^nd May, 2024.

Mr. Hari Krishnan had tendered his resignation and ceased to be CEO – Forgings and Billforge Division w.e.f. 31^st March, 2024 and accordingly he ceased to be Key Managerial Personnel of the Company. After the close of the financial year, Mr. Rahul Desai has tendered his resignation from his position as CEO - Stampings, MPD and Composites Divisions of the Company with effect from close of business hours on 19^th February, 2025 and accordingly he ceased to be Key Managerial Personnel of the Company.

Details regarding the aforementioned changes is available on website of the Company at the weblink: h t t p s : / / w w w . c i e - i n d i a . c o m / p e r i o d i c - p u b l i c -information8.html#Stock-Exchange-Communication

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197(12) of theActreadwithRule5(1)oftheCompanies(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are given in Annexure IV to this Report. Further, as required under the provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement including the names and other details of the top ten employees in terms of remuneration drawn and the name of every employee, who were in receipt of remuneration not less than 10,200,000/- per annum during the year ended 31^st December, 2024 or employees who were employed for a part of the Financial Year and were in receipt of remuneration of not less than 8,50,000/- per month during any part of the said year is annexed as Annexure V to this report.

The Company had no employee who was employed throughout the Financial Year or part thereof and was in receipt of remuneration, which in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the Managing Director or Whole-Time Director or Manager and holds by himself or along with his spouse and dependent children, not less than 2% of the equity shares of the Company.

The relationship between the Management and Worker's Union continued to remain cordial.

The Management Discussion and Analysis Report gives an overview of the developments in Human Resources/ Industrial Relations during the year.

Mr. Manoj Mullassery Menon (DIN: 07642469) is liable to retire by rotation and being eligible, have offered himself for re-appointment at the 26^th Annual General Meeting of the Company.

The Board of Directors at its meeting held on 20^th February, 2025, on recommendation of nomination and remuneration committee, have approved re-appointments of Mr. Ander Arenaza ?lvarez (DIN: 07591785) and Mr. Manoj Mullassery Menon (DIN: 07642469) as Whole-time Director (designated as Executive Director) of the Company for a period of 3 (Three) years with effect from 13^th September, 2025 and 17^th October, 2025 respectively and have recommended the same to the members for their approval at the ensuing Annual General Meeting.

Mr. Manojkumar Madangopal Maheshwari (DIN:00012341) completed his term of appointment as Independent

Director of the Company on close of business hours on 28^th September, 2024 and ceased to be Independent Director of the Company from 29^th September, 2024. Mr. Suhail Amin Nathani (DIN: 01089938) completed his term of appointment as Independent Director of the Company on close of business hours on 11^th December, 2024 and ceased to be Independent Director of the Company from 12^th December, 2024.

The Board of Directors of the Company places on record its sincere appreciation of the contributions Mr. Maheshwari and Mr. Nathani made towards the success of the Company during their tenure.

During the year under review, the Board at its meeting held on 19^th February, 2024, on recommendation of the Nomination and Remuneration Committee, recommended the re-appointment of Mr. Alan Savio D'Silva Picardo (DIN: 08513835) and Mrs. Roxana Meda Inoriza (DIN: 08520545), as the Independent Directors of the Company for consideration and approval of the member.

The Members of the Company at the 25^th Annual General Meeting held on 20^th June, 2024, approved the re-appointment of Mr. Alan Savio D'Silva Picardo and Ms. Roxana Meda Inoriza as an Independent Directors to hold the office of the Independent Directors for the second term of Five consecutive years from 29^th September, 2024 to 28^th September, 2029.

During the year under review, the Board at its meeting held on 2^nd May, 2024, on recommendation of the Nomination and Remuneration Committee, recommended the appointment of Dr. Nuria Gisbert Trejo (DIN: 10607049) as an Independent Director of the Company for consideration and approval of the member. The Members of the Company at the 25^th Annual General Meeting held on 20^th June, 2024, approved her appointment as Independent Director to hold the office of the Independent Director for the first term of Five consecutive years from 1^st July, 2024 to 30^th June, 2029.

During the year under review, Mr. Jesus Maria Herrera Barandiaran (DIN:06705854), Non-Executive Director of the Company tendered his resignation as Director of the Company with effect from close of working hours on 20^th June, 2024 and ceased to be Non-Executive Director of the Company w.e.f. 21^st June, 2024.

The Board of Directors of the Company placed on record its sincere appreciation of the contributions Mr. Herrera made towards the success of the Company during his tenure.

In accordance with Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, all the Independent Directors have submitted declarations confirming that they meet the criteria as mentioned in Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act. The Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. Further, the Board after taking these declaration/disclosures on record and acknowledging the veracity of the same, opined that the Independent Directors of the Company, including the Independent Director appointed during the year, are persons of integrity and possess the relevant expertise and experience (including the proficiency), fulfils the conditions specified in the Listing Regulations and the Act for appointment of Independent Directors and are Independent of the Management.

Pursuant to Section 134(5) of the Act, the Board of Directors, based on the representation received from the Operating Management and after due enquiry, confirm that: a) in the preparation of the annual accounts for the financial year ended 31^st December, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had 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 at the end of the financial year ended on 31^st December, 2024 and of the profit and loss of the Company for that financial year ended on that date; c) the Directors had taken proper and sufficient care 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) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively during the financial year ended 31^st December, 2024; f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended 31^st December, 2024.

A calendar of Meetings is prepared and circulated in advance to the Directors.

The Board of Directors of the Company met Five times during the financial year under review on 19^th February, 2024, 02^nd May, 2024, 18^th July, 2024, 24^th October, 2024 and 09^th December, 2024. The 25^th Annual General Meeting of the Company was held on 20^th June, 2024 through Video Conference ("VC") / Other Audio Visual Means ("OAVM") without the physical presence of the Members at a common venue.

Details of attendance of meetings of the Board, its Committees and the AGM are included in the Report on Corporate Governance, which forms part of the Annual Report-2024.

The Independent Directors of the Company met on 16^th February, 2024 and 05^th December, 2024 without the presence of the Chairman, Executive Directors, other Non-Independent Director(s) and any other Managerial Personnel.

During the year under review, the Nomination and Remuneration Committee and Independent Directors have ascertained and reconfirmed that the deployment of "Questionnaire" as a methodology, is effective for evaluation of performance of Board, its Committees and Individual Directors including Non-Independent Directors and the Chairman.

Accordingly, feedback was sought on the structured questionnaire from all the Directors of the Company, through electronic platform provided by an Independent Agency, covering various aspects, on performance evaluation of the Board, Committees of Board, Independent Directors, Non-Independent Directors, and the Chairman. A report aggregating the responses of all the Directors of the Company was generated by the system.

The reports of the performance evaluation of Individual Directors were shared with respective Directors and Chairman of the Nomination and Remuneration Committee (NRC). Based on the same the NRC evaluated the performance of all individual Directors.

The Independent Directors at their meeting separately evaluated the performance of Non-Independent Directors and the Chairman.

The report of the feedback received from all the Directors on performance evaluation of Board and Committees of Board was shared with the Chairman of the Board and the Chairman of the respective Committees. The Board reviewed the reports and evaluated its own performance and performance of the Committees of the Board. The Independent Directors at their meeting separately evaluated the performance of the Board. For details, please refer to the Report on Corporate Governance, which forms part of the Annual Report-2024.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, and related matters are given in the Report on Corporate Governance. The familiarisation programme and other disclosures as specified under Regulation 46 of the Listing Regulations is available on the website of the Company at the link: h t t p s : / / w w w . c i e - i n d i a . c o m / g o v e r n a n c e 3 . html#Familiarisation-Program

In line with the principles of transparency and consistency, the Company has adopted the following Policies which, inter-alia includes criteria for determining qualifications, positive attributes and independence of a Director. i) Policy on appointment of Directors, Key Managerial Personnel and Senior Management Employees and succession planning and ii) Policy on the remuneration of Directors, Key Managerial Personnel and other employees of the Company.

Salient features of these policies are enumerated in the Corporate Governance Report which forms part of the Annual Report-2024.

During the year under review, the Policy on the remuneration of Directors, Key Managerial Personnel and other employees and Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Employees and succession planning of the Company was reviewed as per the policy review cycle and amendments were made to align with the changes in the organization structure of the Company.

The Policies mentioned above are also uploaded on the website of the Company and is accessible at the web-link: https://www.cie-india.com/governance3.html#Policies

The Company has duly constituted the Committees required under the Companies Act, 2013 read with applicable Rules made thereunder and the Listing Regulations. Detailed disclosure in respect of all the Committees of the Board which includes the Constitution of the Committees, the terms of references of each of the Committee, the number of meetings held during the year and attendance etc. is provided in the Corporate Governance Report which forms part of the Annual Report-2024.

The Committee comprises of four Independent Directors as on 31^st December, 2024 namely Mr. Alan Savio D'Silva Picardo – Chairman, Mr. Jairaj Purandare, Mrs. Roxana Meda Inoriza and Dr. Nuria Gisbert Trejo.

Mr. Manojkumar Madangopal Maheshwari ceased as a Member of the Committee with effect from 19^th July, 2024. Mr. Jairaj Purandare and Dr. Nuria Gisbert Trejo were appointed as the Members of the Committee with effect from 19^th July, 2024.

All the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge.

The Company Secretary is the Secretary to the Committee. All the recommendations of the Audit Committee were accepted by the Board during the financial year under review.

The Company believes in attainment of highest levels of transparency in all facets of its operations and maintains an unwavering focus on imbibing good Corporate Governance practices. The Company continues to strengthen its governance principles to generate long- term value for its various stakeholders on a sustainable basis thus ensuring ethical and responsible leadership both at the Board and at the Management levels.

A Report on Corporate Governance along with a Certificate regarding the compliance with the conditions of Corporate Governance as stipulated in the Listing Regulations issued by Mr. Sachin Bhagwat, Practicing Company Secretary (ACS Number - 10189, CP Number - 6029) and Secretarial Auditor of the Company for the financial year under review forms part of the Annual Report-2024.

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Company's Whistle Blower Policy to enable the Directors, Employees and all Stakeholders of the Company to report their genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. The detail of the Policy is explained in the Corporate Governance Report and has been uploaded on the website of the Company and is accessible at the web-link: https://www.cie-india.com/ethical-channel.html

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at all workplaces of the Company in compliance with the provisions of the POSH Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The framework ensures complete anonymity and confidentiality.

During the year under review, one complaint of sexual harassment was received by the Internal Complaints Committee of a workplace and the same was dealt with and closed in accordance with the POSH Act and Policy made thereunder by the ICC. No complaint was pending as at the end of the year.

The Board has constituted a Risk Management Committee which comprises of Four members as at the end of the financial year namely, Mr. Manoj Mullassery Menon - Executive Director & CEO (Chairman of the Committee), Mr. Ander Arenaza Alvarez – Executive Director & Group CEO, Mr. Alan Savio D'Silva Picardo

– Independent Director and Dr. Nuria Gisbert Trejo – Independent Director. The Committee also has invitees from Senior Management team. The other details including the terms of reference of the Committee are covered under the Corporate Governance report which forms part of the Annual Report-2024.

In accordance with the requirements of the Act and Listing Regulations, the Company has developed and implemented a Risk Control and Management Policy which establishes general framework for action, as well as the procedures and responsibilities to control and manage the risks which the Company must face efficiently and effectively. The said policy can be accessed from the weblink: https://www.cie-india. com/governance3.html#Policies The risk management system of the Company ("RMS") allows it to reasonably ensure that all significant risks, both financial and non-financial, including those which in the opinion of the Board may threaten the existence of the Company, are prevented, identified, assessed, subjected to ongoing control and reduced to the defined levels of risk appetite and tolerance and are approved by the Risk Management Committee and ultimately by the Board.

The Risk Management Committee, Audit Committee as well as the Board reviews the risks and RMS periodically. The Company has established procedures to periodically place before the Board, the risk assessment and minimisation procedures being followed by the Company and steps taken by it to mitigate the Risks.

Important elements of risks are provided in the Management Discussion and Analysis which forms part of the Annual Report-2024.

Stakeholders' growing expectations have placed sustainability performance under scrutiny. Simply having good intentions about ESG is no longer enough—delivering measurable outcomes is critical to long-term success and credibility.

As a subsidiary of CIE Automotive S.A. Spain, the Company is committed to a 5-year Strategic ESG plan, adhering to 79 KPIs across four pillars: CIE Culture, Ethical

Commitment, Eco-Efficiency, and Active Listening. These pillars align with the UN's 17 Sustainable Development Goals. Apart from this India Specific ESG Goals & targets have been formulated as a roadmap towards achieving our identified Sustainability Goals.

The Company has undertaken several key ESG initiatives, including building a responsible supply chain with local sourcing, environmental assessments of identified partners, and promoting a circular economy by reducing raw material consumption, managing waste, minimizing environmental impact, and enhancing energy efficiency. The Company is committed to achieving carbon neutrality by 2050, adopting ISO 14001 and ISO 50001 standards, and focusing on renewable energy, material circularity, and responsible resource use. In CY 2024, CIE India conducted Life Cycle Assessments for six strategic products, provided ESG awareness training for all identified junior, middle, senior management levels including the Board of Directors. In CY-2024, the Company conducted Zero Waste to Landfill gap assessment across all plants. High-energy intensive units have certified for Energy Management System i.e. ISO 50001:2018. 58.29% of energy was sourced from renewables and 24,305 trees were planted within plants and through CSR activities. These efforts reflect Company's commitment to sustainability and ESG goals.

The Company is deeply committed to ensuring the health and safety of all employees and workers at its manufacturing sites, with a goal of achieving zero incidents. Prioritizing health and safety are vital not only for the well-being of employees but also for enhancing operational efficiency. Beyond maintaining a safe and healthy work environment across all manufacturing plants and offices, the Company focused on several key initiatives in CY 2024. These initiatives include ongoing training programs, thorough safety audits, safety culture assessments, and the adoption of advanced safety technologies, all aimed at preventing incidents and fostering a strong safety culture throughout the organization.

In CY 2024, the Company took significant strides in reinforcing its commitment to health and safety. The Back-to-Basics safety campaign, launched across all plants, aimed to maintain the momentum and motivation of shop floor employees, emphasizing the importance of discipline in manufacturing facilities. The successful program on 12 Life Saving Rules, introduced in CY2023, continued in CY2024, with the addition of an E-module for refresher training to ensure sustained awareness and adherence.

Recognizing that safety performance cannot be solely improved by better infrastructure and technology, the Company undertook a safety cultural assessment. This evaluation was designed to measure the effectiveness of past safety initiatives and identify areas where further interventions and programs were necessary to advance the Company's position on the safety cultural ladder.

All plants achieved ISO 45001 and ISO 14001 certifications, demonstrating a commitment to both occupational health and safety and environmental management. To further bolster safety measures, the Company underwent a series of external audits, including those for electrical safety, chemical safety, fire safety, energy efficiency, and compliance with IS14489 standards.

In terms of employee well-being, the Company implemented a range of health initiatives, including annual health check-ups, yoga sessions, stress management workshops, and a de-addiction program for workers. The overarching focus throughout the year was on continuous training, regular communication, employee recognition, and the active involvement of shop floor employees in safety activities. These efforts were instrumental in working toward the achievement of safety targets and fostering a culture of safety at all levels of the organization.

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with SEBI Master circular reference No. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated 11^th November, 2024 as amended, the Business Responsibility and Sustainability Report (BRSR), including the BRSR Core, in the prescribed format for the Financial Year ended on 31^st December, 2024, forms part of the Annual Report-2024.

The information pertaining to energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in Annexure VI to this Report.

The Company has constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. As on 31^st December, 2024, the CSR Committee comprises of Mr. Manoj Mullassary Menon (Chairman of CSR Committee), Mr. Anil Haridass and Mr. Jairaj Purandare (inducted in CSR Committee with effect from 19^th July, 2024). During the year under review, Mr. Alan Savio D'Silva Picardo ceased as Member of the CSR Committee with effect from 19^th July, 2024.

The CSR Policy developed and implemented by the Company including a brief overview of the projects or programs undertaken by the Company in pursuance of the CSR Policy are available on the Company's website and is accessible at the web-link: https://www.cie-india. com/csrOLD1.html. During the year under review, no changes were made in the policy except the amendment made in the Annexure 1 of the policy, in line with the Annual Action Plan approved by the Board, which includes the details of the major CSR Activities undertaken by the Company.

During the year under review the Company was required to spend 9,01,58,008/-(after set-off of excess spent of 57,42,168/- pertaining to financial year ended 31^st December, 2023) in accordance with Section 135(1) of the Companies Act, 2013.

The Company has spent 7,60,22,191/- on the CSR projects during the Financial Year. The Company had planned to spend the entire CSR Amount during the financial year under review, however the expenditure on some of the approved CSR projects was deferred to CY2025 due to various reasons including change of implementing partner, delay in procurement of certain assets required for the project etc. The implementation of these approved project is now on track, although with some delays, the Company is confident of achieving its social objectives.

The unspent amount of 1,41,35,817/-has been allocated and shall be spent on the Ongoing CSR projects, implementation of which shall be continued in CY2025. Accordingly, this unspent amount is transferred by the Company to unspent CSR account in accordance with Section 135(6) of the Companies Act, 2013.

The Company reiterates its commitment to discharge its social obligation and shall continue to implement meaningful CSR projects in the CSR thrust areas which have been identified and where the Company wishes to create equity.

The CSR Committee affirmed that the implementation and monitoring of the CSR projects during the year was in compliance with the CSR objectives and CSR policy of the Company.

In accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended, the Annual Report on CSR Activities inter-alia providing the salient features of the CSR Policy and details of CSR activities undertaken by the Company during the year is annexed herewith as Annexure VII.

The Board of Directors of the Company at its meeting held on 20^th February, 2025 considered and approved shifting of the Registered Office of the Company from Suite F9D, Grand Hyatt Plaza (Lobby Level), Off Western Express Highway, Santacruz (E), Mumbai – 400055 to G Block, Bhosari Industrial Estate, Near BSNL office, Bhosari, Pune – 411026, subject to approval of the Members of the Company at the ensuing 26^th Annual General Meeting and apporval of the Regional Director, Ministry of Corporate Affairs, Government of India, Western Region, Mumbai and other appropriate authority.

The Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS- 2, relating to "Meetings of the Board of Directors" and "General Meetings" respectively.

The Company is a Foreign Owned and Controlled Company within the meaning of Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2017 ("FDI Regulations"). All the Downstream Investments made by the Company are in compliance with the conditionalities of Downstream Investment stipulated in the FDI Regulations.

During the year under review, the Company has obtained a certificate from the Statutory Auditors of the Company for compliance with the FDI Regulations in respect of the downstream investment made by the Company during financial year 2023. The Auditors have affirmed compliance with downstream investment conditionalities by the Company and have issued an unqualified report.

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, copies of the Annual Returns of the Company prepared in accordance with Section 92(1) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 are placed on the website of the Company and is accessible at the web-link: https:// www.cie-india.com/documents-and-disclosure.html

Pursuant to Regulation 43A of the Listing Regulations, the Company has formulated a dividend distribution policy which became effective from 1^st January, 2017 stipulating factors to be considered in case of Dividend declaration. As stated earlier, the Policy was reviewed and amended by the Board at its meeting held on 20^th February, 2025. The Dividend Distribution Policy forms part of this report as Annexure VIII.

The same has also been hosted on the website of the Company and is accessible at the web-link: https://www.cie-india.com/governance3.html#Policies

In accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has framed various policies and have hosted these polices on the website of the Company at the web-link: https://www.cie-india.com/governance3. html#Policies

No disclosure or reporting is required in respect of the following items as there were no transactions/events relating to these items during the year under review:

1. Disclosure under Section 197(14) of the Act since None of the Executive Directors (Whole-time Director) were in receipt of any commission from the Company.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Issue of Shares (including Employees' Stock Option Scheme and sweat Equity shares) to employees of the Company under any Scheme.

4. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

5. No application was made, or any proceedings is pending under the Insolvency and Bankruptcy Code, 2016 during the year in respect of the Company.

6. There has been no change in the nature of business of the Company.

7. There was no one-time settlement of loan obtained from Banks or Financial Institutions.

8. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

The Board of Directors wish to place on record their sincere appreciation to the Company's Customers, Investors, Vendors and to the Bankers for their continued support during the year.

The Directors also wish to place on record their appreciation for the dedication and contribution of all employees at all levels and look forward to their support in future as well.