Federal-Mogul Goetze (India) Ltd

Dear Members,

Your Directors are pleased to present the 69th Annual Report and Audited Financial Statement of Accounts for the financial year ending 31st March, 2024.

FINANCIAL RESULTS [Rs. in lacs]

OPERATIONS

During the financial year, the Gross sales of the Company was Rs. 1,66,957.19 lakhs as against Rs. 1,60,854.23 lakhs for the financial year ended 31st March 2023. The Total income of the Company was Rs. 1,71,190.95 lakhs as against Rs. 1,64,042.01 lakhs for the financial year ended 31st March 2023. During the year under review, the Company made a net profit after tax of Rs. 12,505.15 lakhs as against the net profit after tax of Rs. 9,723.16 lakhs for the financial year ended 31st March 2023. No amount is proposed to be transferred to the general reserves. The amount of Rs. 70,202.60 lakhs is proposed to be retained in the Statement of Profit and Loss.

In view of requirement of funds for the operations of the Company, no dividend is recommended for the financial year ending 31st March 2024.

3.NUMBER OF MEETINGS OF THE BOARD AND AUDIT COMMITTEE

Details of the number of Board and Audit Committee meetings held and attended by Directors/ members and composition of Audit Committee of the Company are set out in the Corporate Governance Report which forms part of this Report as Annexure-1. The report, inter-alia, includes the list of credit ratings obtained along with any revisions thereto for all the debt instruments of such entity or any fixed deposit programmes or any scheme or proposal of the entity involving mobilization of funds.

4.DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming the independence as per the criteria prescribed under section 149(6) of Companies Act, 2013 read with the Schedules and Rules made thereunder as well as Regulation 16(1)(b) and 25 (8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

5.NOMINATION & REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, adopted a policy for selection and appointment (including the criteria for determining qualifications, positive attributes, and independence of directors) and remuneration of Directors including Independent Directors, Key Managerial Personnel, Senior Management Personnel, and other employees. The Nomination & Remuneration Policy is attached as Annexure-2 and is also available at http://www.federalmogulgoetzeindia.n et/web/documents/NOMINATION%20 AND%20REMUNERATION%20POLICY. pdf

6. MATERIAL CHANGES

Tenneco Inc, the ultimate global holding Company of Federal-Mogul Goetze (India) Limited merged with Pegasus Merger Co., a corporation established under the laws of Delaware ("Merger Sub") and a direct wholly owned subsidiary of Pegasus Holdings III, LLC (the “Parent”/ “Acquirer”) on November 17, 2022. On 23r d November 2022, The Acquirer issued Detailed Public Statement through Manager to the Open Offer, BofA Securities India Limited. In this regard, the Draft letter of offer dated December 1, 2023, was filed by the Acquirer, with the Securities and Exchange Board of India. The relevant disclosures, as required by law had been made from time to time to the stock exchanges where the securities of the Company are listed.

No other material change, which could affect the financial position of the Company, occurred between the end of the financial year of the Company and the date of the Board Report.

7.LOANS, GUARANTEE AND INVESTMENTS

During the Financial Year ended 31st March 2024; no Loan, Investment and Guarantee under section 186 of the Companies Act, 2013 was made by the Company.

The Company has obtained the annual certificate from its Statutory Auditor pursuant to applicable provisions of Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 with regard to its downstream investments.

8.CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year 2023-2024, the Company has entered into related party transactions in terms of the Companies Act, 2013 read with rules made thereunder and regulation 23 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, which were in the ordinary course of business and on arms' length basis.

During the financial year 2023-2024, there were no transactions with related parties which qualified as material transactions in accordance with the Company's Policy under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and accordingly, the disclosure of Related Party Transactions in Form AOC-2 is not applicable. The transaction with promoter/ promoter group entities holding 10 percent or more shareholdings are disclosed as notes to the financial statement (Note No. 38), other than which there are no other transactions.

9. SECRETARIAL STANDARDS

The Directors state that that applicable Secretarial Standard's i.e., SS-1 and SS-2 relating to “Meeting of the Board of Directors” and “General Meetings” respectively have been duly followed by the Company.

10.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134 of the Companies Act, 2013 read with rules made thereunder, is set out herewith as Annexure-3 to this Report.

11. RENEWAL/ GREEN ENERGY

As a responsible corporate citizen, the Company is inclined towards availing Green Energy as far as possible for its operations. During the year, the Company took steps to avail 23 Mega Watt of Solar Power for its Bangalore Plant. The Company now acquires around 95% of its overall Bangalore Plant's energy requirements from the new Solar and existing Wind energy sources. Availing Green Energy has not only led to financial savings but also helped the Company in considerably reducing the carbon footprints generated by the Bangalore Plant. The Company is also evaluating Green Energy projects for its other Plants.

12. RISK MANAGEMENT POLICY

The Company operates in an environment which is affected by various risks, some of which are controllable while some are outside the control of the Company. Therefore, pursuant to the requirements of the Companies Act, 2013 and Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Risk Management Committee. The Company has also developed and implemented the Risk Management Policy covering the process of identifying, assessing, mitigating, reporting and review of critical risks impacting the achievement of Company's objectives or threaten its existence. The Risk Management Committee of the Company presently consisting of Mr. T Kannan as Chairman (Managing Director), Dr. Khalid Iqbal Khan (Whole-time Director-Legal & Company Secretary), Mr. Manish Chadha (Director-Finance & CFO) and Mr. K. N. Subramaniam (Independent Director) as members, periodically reviews the robustness of the Risk Management Policy. The periodical update on the risk management practices and mitigation plan of the Company and subsidiary are presented to the Audit Committee and Board of Directors. The Audit Committee and Board periodically review such updates and findings and suggest areas where internal controls and risk management practices can be improved. More details on Risk Management indicating development and implementation of Risk Management Policy including identification of elements of risk and their mitigation are covered in Management Discussion and Analysis section, which forms part of this Report. There are no risks which in the opinion of the Board threaten the existence of the Company. However, some of the risks which may pose challenges are set out in the Risk Management Policy of the Company.

13. DIVIDEND DISTRIBUTION POLICY

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2016 the Company in its Board Meeting held on 29th July 2016 had approved the Dividend Distribution Policy and the same is available on

Company's website and can be accessed at ttp://www.federalmogulgoetzeindia.ne t/web/documents/Federal_Dividend_P olicy_29072016.pdf.

14. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors at its meeting held on 09th May 2014 approved the Corporate Social Responsibility (CSR) Policy for the Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with rules made thereunder, on the recommendations of the CSR Committee. The CSR Policy of the Company is available at http://www.federalmogulgoetzeindia.n et/web/documents/CSR%20Policy.pdf .The Company has constituted Corporate Social Responsibility (CSR) Committee. Presently, the committee comprises the following members:

1) Mr. T Kannan, Chairman

2) Dr. Khalid Iqbal Khan, Member

3) Mr. KN Subramaniam, Member

4) Mr. KC Sundareshan Pillai, Member

5) Ms. Nalini Jolly, Member

The Corporate Social Responsibility Committee is required to institute a transparent monitoring mechanism for implementation of CSR projects or programs or activities undertaken by the Company. Pursuant to the provisions of the Companies Act, 2013, the Company is required to spend at least 2% of the average net profits of the company made during the three immediately preceding financial years on CSR activities. The Company had an allocated CSR budget of Rs. 1,36,71,221/- for the financial Year ended 31st March 2024, which has been duly spent. The activities and initiatives undertaken by the Company during the financial year 2023-24 on CSR have been detailed in the “Annual Report on CSR activities” in accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on Corporate Social Responsibility and “Annual Report on CSR activities” are attached herewith as Annexure- 4 & 5 to this Report.

In accordance with the provisions of section 135 of the Companies Act 2013, the Board has approved an amount of Rs. 2,49,72,480/- for spending on CSR activities during the financial year 2024-25.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Presently, the Board consists of eight (8) Directors namely, Mr. K.N. Subramaniam, Chairman and Non-executive Independent Director; Mr. T Kannan, Managing Director; Dr. Khalid Iqbal Khan, Whole Time Director-Legal & Company Secretary; Mr. Manish Chadha, Chief Financial Officer & Finance Director, Mr. Rajesh Sinha, Whole-time Director; Mr. Stephen Shaun Merry, Non-Executive Director, Mr. K C Sundareshan Pillai, Non-executive Independent Director and Ms. Nalini Jolly, Non-Executive Woman Independent Director.

Mr. Vinod Kumar Hans ceased to be the Whole-time Managing Director w.e.f. close of business hours of 31st January 2024 and Mr. T. Kannan was appointed as the Managing Director w.e.f. 1st February 2024.

In accordance with Article 109 of the Articles of Association of the Company, Mr. Rajesh Sinha and Mr. Manish Chadha are retiring by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received the declarations from all the Independent Directors of the Company that they meet the legal criteria of independence.

16. SUBSIDIARY AND ASSOCIATE COMPANY

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of Companies (Accounts of Companies) Rules, 2014, a statement containing salient features of the financial statement of the subsidiary i.e., Federal-Mogul TPR (India) Limited forms part of the consolidated financial statements attached as Annexure-6. The financial statements of the subsidiary company and related information are available for inspection at the Registered Office of the subsidiary company during business hours on all days except Saturdays,

Sundays and public holidays upto the date of the Annual General Meeting (AGM) as required under Section 136 of the Companies Act, 2013. Any member desirous of obtaining a copy of the said financial statements may write to the Company Secretary at the Registered Office of the Company. The financial statements including the consolidated financial statements, financial statements of subsidiary and all other documents required to be attached to this report have been uploaded on the website of your Company at www.federalmogulgoetzeindia.net. The performance and financial position of the subsidiary company i.e., Federal-Mogul TPR (India) Limited have been explained in its Board Report, which forms part of this Report.

17.PUBLIC DEPOSITS

As on 31st March 2024 your Company had no unclaimed fixed deposits. No fresh/ renewed deposits were invited or accepted during the financial year.

18. SIGNIFICANT/ MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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

19. FORMAL ANNUAL EVALUATION BY BOARD

In terms of provisions of the Companies Act, 2013 read with Rules made thereunder and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors, had evaluated the effectiveness of the Board. Accordingly, the performance evaluation of the Board, each Director and the Committees was carried out for the financial year ended 31st March 2024. The evaluation of the Directors was based on various aspects which, inter-alia, included the level of participation in the Meetings, knowledge and skills, understanding of their roles and responsibilities, business of the Company along with the ethics and integrity. The evaluation of the Board and committees was inter alia based on the aspects like Structure of the Board or Committee, processes being followed to achieve the objectives, effectiveness, fulfillment of roles and responsibilities, efficiency and direction etc.

20. OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE P R O F I C I E N C Y ) O F T H E INDEPENDENT DIRECTORS.

The Board is satisfied with regard to the integrity, expertise and experience (including proficiency) of the Independent Directors.

21.DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has an Audit Committee headed by a Non-executive Independent Director, inter-alia, to oversee the Company's financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per Regulation 18(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The powers of the Audit Committee, inter-alia, include seeking information from any employee, directing the Company's internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee's terms of reference. The Company has a well-defined internal control system, which aims at protection of Company's resources, efficiency of operations, compliances with the legal obligations and Company's policies and procedures.

22. MANAGEMENT DISCUSSION AND ANALYSIS: (a)Industry structures and developments Automotive industry is perceived as one of the key sectors of the economy. India's automotive industry is on the growth path. Due to its strong forward and backward linkages with several key segments of the economy, automotive industry has a strong multiplier effect and acts as one of the drivers of economic growth. The auto industry is highly competitive, consisting of organized as well as unorganized sectors and is highly fragmented with a significant number of small and medium-sized companies because of which the business rules are changing to meet the tough competition prevailing in the industry. Innovation, technological upgradation, and cost saving hold the key to success to meet the expectations of the exigent competitive circumstances. However, the Indian auto component industry has been navigating through a period of challenges. During the financial year 2023-24, the industry produced a total of 28,434,742 vehicles including Passenger Vehicles, Commercial Vehicles (CVs), Three-Wheelers, Two-Wheelers, and Quadricycles as against production of 25,940,344 vehicles in the financial year 2022-23, registering an aggregate growth of 9.6 percent.

The automotive industry continued its growth during the financial year 2023-24. The domestic sale of Passenger Vehicles improved by 8.4 percent in the financial year 2023-24 over the same period last year. The overall Commercial Vehicles segment grew by 0.6 percent in financial year 2023-24 as compared to the last financial year. The Medium & Heavy Commercial Vehicle (M&HCVs) witnessed a growth of 4.0 percent and Light Commercial Vehicle segment decline 1.5 percent, during financial year 2024 over the same period last year.

During the financial year 2023-24, Two-Wheelers domestic sale registered a growth of 13.3 percent and export volumes declined by 5.3 percent over the last financial year. Within the Two-Wheelers segment, domestic sale of scooters and motorcycles witnessed a growth of 12.5 and 14 percent respectively, while sale of Mopeds grew by 9 percent as compared to the last year. The domestic CV volumes had gained traction during the first half of financial year 2023-24 due to healthy infrastructure spending aided by the allocation for capital spending in Union Budget 2023-24 and focus on the replacement of old vehicles under the green mobility. However, due to high base effect coupled with perceived slowdown in infrastructure activities ahead of the General elections 2024, resulted in subdued volumes for CV Industry. In financial year 2023-24 growth was driven by mix of factors including enhanced model of availability, new product introductions, positive market, rural market recovery and overcoming challenges such as supply constraints of chips etc. PV segment saw demand shift towards SUV segment, that holds 50% market share which significantly contributed to the success.

Industry's increasing focus is now being put on vehicles operating with alternate fuels. Automobile Companies are pressing the accelerator on cars powered by CNG, Hybrid, Batteries and the new age hydrogen fuel cells.

(b) Opportunities and Threats

The Parent Company continues to support the Company with its technological expertise. With widely recognized brands, superior technology, strong distribution network and a committed team of employees, the Company is well positioned to take advantage of the opportunities and withstand the market challenges. The Company strives to create sustainable profitable growth by using superior technology and maintaining product quality and offering wide range of products at prices, which will give it a competitive edge in the market. Major regulatory interventions, such as the accelerated transition to BSVI phase-II, RDE, WLTP, adoption of electric vehicles, safety rules, scrappage policy and stringent vehicle standards are leading to a shift in vehicle technology. This is creating significant challenges and your Company perceives these challenges as potential opportunities. Your Company competes with many independent manufacturers and distributors of component parts. Management continues to develop and execute initiatives to meet the challenges of the industry and to achieve its strategy for sustainable global profitable growth.

There are limited sets of customers in our business. Since, the competition is intense, we compete with suppliers both in the organized as well as unorganized segments. Technological edge, specialization, innovation and networking shall determine the success of the Company in this competitive environment. Further, the policies of the Government play a vital role in the development of the automobile sector. Your Company has been employing the practices to proactively map the impact of its activities on its performance and profitability from economic environment and social perspectives.

(c) Segment wise or product wise performance

The Company deals principally in only one segment i.e., automotive components. Therefore, segment-wise performance is not applicable. The Company is inter-alia engaged in the manufacturing and sale of Pistons, Piston Rings, Pins, Valve Seats and guides the performance. The geographical information in respect of revenue from customer is given below: [Rs. In lakhs]

(d) Outlook

Though the financial year 2023-24 started on an optimistic note, auto industry continues to keep a close watch on geo-political developments, interest rates, fuel prices and inflation. Supply chain of parts continues to be an area of concern. The Financial Year 2024-25 is expected to witness moderate growth in single digit owing to the high base effect of previous year, inflationary pressures, routine price hikes and regulatory changes. The Company is expecting an year of consolidation for the Indian auto industry with an overall single digit growth over the previous year that should auger well for the Company. The Indian Auto Industry is poised for growth amidst a mix of optimism and challenges. Manufacturers are gearing up with better supply chains and an array of models to meet diverse consumer demands. Economic growth favorable government policies and an anticipated good monsoon is expected to fuel demand, especially in rural areas and the commercial vehicle sector, which is closely linked to infrastructure projects and economic activity, including the automobile sector. Multiple Government reforms continue to boost the auto sector such as, production incentive scheme (PLI), vehicle scrappage policy, which aim to reduce the number of old and defective vehicles, bringing down vehicular air pollutants, improving road and vehicular safety, all these interventions will have significant long-term perspective. However, the auto sector is still grappling with fluctuating raw material prices of steel, aluminum, copper, precious metals and increasing fuel prices which are likely to impact the growth and fuel mix aspect of the automobile sector. Thus, this year is likely to be a challenging year for the auto component industry. The Company will endeavor to revitalize in near future as demand for vehicles witnesses further growth. To remain competitive in the challenging and demanding environment, the benchmark needs to be kept high in anticipation of the stated and unstated needs of customers and markets.

(e) Risks and concern

The Company operates in an environment, which is affected by various risks, some of which are controllable while some are outside the control of the Company. However, the Company has been taking appropriate measures to mitigate these risks on a continuous basis. Some of the risks that are potentially significant in nature and need careful monitoring are listed hereunder:

Macro Indicators: The Indian economy has been performing well despite global challenges. The war in Ukraine, Israel-Hamas and its global implications will continue to have an impact on India. It has led to an increase in crude oil, cooking oil and commodity prices, which has in turn led to high inflation. With the RBI actively increasing interest rates, inflation has plateaued, the on-going geopolitical conflicts could possibly affect the auto industry in the medium and short-term.

Raw material prices: Our profitability and cost effectiveness may be affected due to rise in the prices of raw materials and other inputs.

Foreign Currency Risks: Exchange rate fluctuations may have an adverse impact on the Company.

Technical Intensive Industry: The automobile industry is a technical intensive industry and thus faced with a constant demand for new designs, knowledge of nascent technology to meet market requirements.

Increasing competition: Increasing competition in the auto equipment sector, may put some pressure on the market share.

(f) Adequacy of Internal Control Systems

The Company has an Audit Committee headed by a non-executive Independent Director, inter-alia, to oversee the Company's financial reporting process, disclosure of financial information, performance of statutory and internal auditors, functions, internal control systems, related party transactions, investigation relating to suspected fraud or failure of internal audit control, to name a few, as well as other areas requiring mandatory review as per provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with the stock exchanges. The powers of the Audit Committee, inter-alia, include seeking information from any employee, directing the Company's internal Audit function, obtaining outside legal or other professional advice and investigating any activity of the Company within the Committee's terms of reference.

The Company has a well-defined internal control system, which aims at protection of Company's resources, efficiency of operations, compliances with the legal obligations and Company's policies and procedures.

(g) Discussion on financial performance with respect to operational performance.

The required information forms part of the Board's Report and the members may refer the same.

(h) Significant changes in Financial Ratios

The key financial ratios are given as below:

23. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements of the Company for the financial year 2023-24, are prepared in compliance with applicable provisions of the Companies Act, 2013, Indian Accounting Standards (Ind AS) under the historical cost convention on the accrual basis except for certain financial instruments which are measured at fair values and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Consolidated Financial Statements have been prepared on the basis of Audited Financial Statements of the Company

The details of return on net worth at standalone and consolidated levels are given below:

(I) Material developments in Human Resources / Industrial Relations front, including number of people employed

The focus of Learning and Development was primarily on identifying and building synergies in the L&D processes and programs. Skill building in technical and functional areas continued to remain a priority and internal trainers capability building was done through ‘Train the Trainer' programs to drive this agenda. Training and development have always been our priority. The total number of permanent salaried employees is 539, hourly permanent is 2398 as on March 31, 2024. and its subsidiary company, as approved by their respective Board of Directors.

24.AUDITORS AND AUDITORS' REPORT

The shareholders at the 67th Annual General Meeting (AGM) of the Company held on 20th September, 2022, appointed Deloitte Haskins & Sells, LLP Chartered Accountants, (Firm registration no. 117366W/W-100018), as the Statutory Auditors' as per section 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, to hold office till the conclusion of the 72nd AGM of the Company to be held in the calendar year 2027.

25.EXPLANATIONS OR COMMENTS ON AUDITOR'S QUALIFICATION/ RESERVATION/ ADVERSE REMARKS/ DISCLAIMER

There is no reservation or observation or qualification or adverse remark or disclaimer of Auditors' including Secretarial Auditors of the Company in their report.

The Board has duly examined the Statutory Auditors' Report to the accounts, which is self-explanatory.

26.MAINTENANCES OF COST RECORDS AS PER SECTION 148 (1) OF COMPANIES ACT, 2013 READ WITH APPLICABLE RULE

Your Directors are pleased to inform you that your Company falls in the criteria as specified for maintenance of cost records under Section 148 (1) Of Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time. The Company has maintained proper cost records as per the provisions contained under the Companies Act, 2013.

27. COST AUDITORS

The Board, on the recommendation of the Audit Committee has approved the appointment of Sanjay Gupta & Associates, Cost Accountants, as Cost Auditor, for the financial year ending March 31, 2024. The Cost Auditors will submit their report for the financial year ending 31st March 2024 on or before the due date.

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with rules made thereunder, since the remuneration payable to the Cost Auditors is required to be ratified by the shareholders, the Board recommends the same for approval of shareholders at the forthcoming AGM.

28. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with corresponding Rules framed thereunder, the Company had appointed Deepika Gera, Company Secretaries, New Delhi, to conduct its Secretarial Audit for the financial year ended 31st March 2024.

The Board has re-appointed Deepika Gera, Company Secretaries, New Delhi, as Secretarial Auditor of the Company for financial year 2024-25.

29. ANNUAL SECRETARIAL AUDIT REPORT

In terms of Section 204 of the Companies Act, 2013 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Secretarial Auditors have submitted their report, confirming compliance by the Company of all the provisions of applicable corporate laws. The Report does not contain any qualification, reservation or adverse remark. The Secretarial Audit Report is annexed as Annexure-7 to this report.

30. ANNUAL SECRETARIAL COMPLIANCE REPORT

The Annual Secretarial Compliance Report for the financial year ended 31st March 2024 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, was obtained from Deepika Gera, Company Secretaries, New Delhi, and was, accordingly, submitted to both the stock exchanges i.e., BSE Limited and National Stock Exchange Limited.

31. CORPORATE GOVERNANCE REPORT

The Company is committed to good corporate governance practices. The Board endeavors to adhere to the standards set out by the Securities and Exchange Board of India (SEBI), corporate governance practices and, accordingly, has implemented all the major stipulations prescribed.

A detailed corporate governance report in line with the requirements of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 regarding the corporate governance practices followed by the Company and a certificate of compliance from Deepika Gera, Company Secretaries, New Delhi, forms part of this Report as Annexure-8.

32. ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual

Return of the Company is available on the website of the Company at the link: http://www.federalmogulgoetzeindia. net/web/Form_MGT_7_2023-2024_FINAL.pdf

33. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A Business Responsibility and sustainability Report as per Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, detailing the various initiatives of the Company is attached as Annexure - 9.

34. COMMITTEES OF DIRECTORS

The Company has following committees of Directors:

1. Audit Committee.

2. Nomination and Remuneration Committee.

3. Stakeholders' Relationship Committee.

4. Corporate Social Responsibility Committee.

5. Share Transfer Committee.

6. Risk Management Committee.

7. Committee of Independent Directors to provide reasoned recommendation(s) to the shareholders on the open offer The composition of Audit Committee, Nomination & Remuneration Committee, Stakeholders' Relationship Committee, Risk Management Committee, Corporate Social Responsibility Committee and Committee of Independent Directors has been disclosed in corporate governance report forming the part of this report.

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITOR'S UNDER SECTION 143 (12) OF THE COMPANIES ACT, 2013

Pursuant to Section 134(3)(ca), no incident of fraud has been reported by the Auditors of the Company under section 143(12) of the Companies Act, 2013.

36. VIGIL MECHANISM/ WHISTLE BLOWER POLICY

The Company is committed to the highest standards of ethical, moral and legal business conduct. Accordingly, the

Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them.

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an anti-sexual harassment Policy and an Internal Complaints Committee in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress the complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under the policy. The following is a summary of sexual harassment complaints received and disposed off during the year 2023-2024.

No. of complaints received: 1 No. of complaints disposed off: 1 During the year, the Company carried out awareness programmes on prevention of sexual harassment at workplace.

38. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Directors place on record their deep appreciation for the contribution made by the employees of the Company at all levels and confirm that industrial relations remained cordial and industrial harmony was maintained. The measures for the safety, training and development of the employees continued to receive top priority. The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in Annexure 10 & 11 to this Report.

39.SAFETY, HEALTH AND ENVIRONMENT PROTECTION

The Company sustained its initiatives to maintain a pollution free environment by reduction/ elimination of waste, optimum utilization of power and preventive maintenance of equipment and machinery to keep them in good condition. The safety and health of the people working in and around the manufacturing facilities is the top priority of the Company and we are committed to improving this performance year-on-year.

40. CORPORATE INSOLVENCY RESOLUTION PROCESS INITIATED UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC)

There is no corporate insolvency resolution process initiated by or against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC).

41. DETAILS OF THE DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE

VALUATION DONE WHILE TAKING A LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

Not Applicable.

42.DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(3) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as of 31st March 2024 and of the profit and loss of the Company for the financial year ended 31st March 2024. the directors have 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 have prepared the annual accounts on a going concern basis.

(e) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGMENT

Your Directors acknowledge with sincere gratitude the co-operation and assistance extended by the Bank(s), Customers, Dealers, Vendors, promoters, shareholders, Government Authorities and all the other business associates during the year under review. The Directors also wish to place on record their deep sense of gratitude for the committed services of the Executives, staff and workers of the Company.