India Nippon Electricals Ltd

Dear Members,

The Board of Directors are pleased to present the 39th Annual Report of India Nippon Electricals Limited ("the Company") along with the audited financial statements (Standalone and Consolidated) for the financial year ended 31stMarch, 2024.

1. FINANCIAL HIGHLIGHTS (on standalone basis):

(Rs In Lakhs)

2. FINANCIAL AND OPERATIONAL PERFORMANCE:

Our sound financial performance and strong balance sheet position us well to embark on a new wave of growth. Our profit before tax (PBT) for the year 2023-24 stood at 7,578 Lakhs and the operational profit for the year is 5,138 Lakhs. Our total revenue for the year stood at 72,408 Lakhs, recording a 10.3% year-on-year (y-o-y) growth while the profit after tax (PAT) for the year stood at 5,930 Lakhs, clocking a 2.5% growth y-o-y and 48.7% excluding one-time dividend of 1,800 Lakhs received from Indonesia subsidiary in the previous year. Our EBITDA for 2023-24 reached 9,126 Lakhs, compared to 8,510 Lakhs in 2022-23. Our efforts to improve the gross margin through material cost reduction activities and focus on exports and after market, has resulted in increase of gross margin from 30.9% to 31.2%. We have successfully reduced our working capital days from 57 to 42, demonstrating our commitment to efficient management of working capital and financial discipline while supporting capex for future business growth. Fixed expenses are kept under control despite increase in inflation. We are pleased to declare a dividend of 10.25 per share for 2023-24, continuing our culture of rewarding shareholders.

2.1 TRANSFER TO RESERVES

The Company retained the entire surplus in the Profit and Loss Account and hence no transfer to General Reserve was made during the Year.

3. INTERNAL FINANCIAL CONTROLS SYSTEMS AND ADEQUACY:

The Company has established a robust internal financial framework including Internal Controls over Financial Reporting and anti-fraud framework. The Company's internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls concerning the financial Statements are adequate. The Company has engaged an auditor who is a strong and independent external firm specializing in internal audit. Firm is subject to rotation in every two years. Internal Audit firm functionally reports to the Chairman of the Audit Committee, thereby maintaining its objectivity and independence. The framework is regularly reviewed by the management and audit committee and strengthened, from time to time to ensure adequacy and effectiveness of internal financial controls. While Internal controls over Financial Reporting is certified by the Statutory Auditors, the Chief Financial Officer and the Managing Director certifying the adequacy of over- all Financial Controls to the Audit Committee and Board on quarterly/ annual basis.

The Current system of internal financial control is aligned with statutory requirements. Effectiveness of internal financial control is ensured through management reviews, controlled self-assessment and independent testing by external independent Internal Auditor.

4. CORPORATE SOCIAL RESPONSIBILITY:

In Compliance with Section 135 of the Act, the Company has undertaken CSR activities, projects and programs, excluding activities undertaken in pursuance of its normal course of business. We are committed to actively contribute towards the development of a sustainable society.

For the year 2023-24, a number of CSR projects/ programs were undertaken and based on the recommendation of the CSR Committee, the Board had approved an amount of 96.57 Lakhs i.e., 2% of the average qualifying net profits of the last three financial years on CSR activities. After setting off the previous year's excess spent of 0.72 Lakhs against CSR projects, the balance 95.85 Lakhs was required to be spent towards CSR projects against which the Company had spent 95.96 Lakhs which is 0.11 Lakhs in excess of the CSR obligation for the year which shall be carried forward to the FY 2024-25. In addition to the projects specified as CSR activities under Section 135 of the Act, the Company has also carried out several other sustainability/ responsible business initiatives to the Community and most of the activities were carried out near to the locations of the factory.

The Annual Report on CSR containing the Composition of the CSR & Sustainability, salient features of the CSR Policy, details of activities, and other information as required under Companies (Corporate Social Responsibility Policy) Rules, 2014 are provided in Annexure to this report. The CSR Policy may be accessed on the Company's website at the link: https:// indianippon.com/policies/.

5. SUBSIDIARY COMPANY AND THE CONSOLIDATED FINANCIAL STATEMENTS: a. Subsidiary company: PT Automotive Systems Indonesia

The subsidiary company has applied for liquidation and winding up process has begun by appointing a Liquidator. Continuous follow up is being made with government authorities to speed up the approval process. Financial position of the subsidiary is provided in Form AOC-1 as required under Section 129 (3) of the Companies Act 2013.

b. Consolidated Financial Statements

The Consolidated Financial Statements of the Company is prepared in accordance with the provisions of Section 129 (3) of the Companies Act 2013 read with the Companies (Accounts) Rules, 2014 and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Pursuant to the provisions of Section 136 of the Companies Act, 2013, the audited financial statements of the subsidiary have been placed on the website of the Company at www.indianippon. com and will be made available to the members on receipt of a request from them.

5.1 DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company has one subsidiary (PT Automotive Systems Indonesia) and no Joint venture or Associate as on 31^stMarch, 2024.

5.2 REMUNERATION RECEIVED BY MANAGING/ WHOLE TIME DIRECTOR FROM THE COMPANY, HOLDING OR SUBSIDIARY COMPANY.

For the year 2023-24, a remuneration of 306.9 Lakhs including commission of 97.7 Lakhs, subject to tax, as applicable was approved by the Board of directors for Mr Arvind Balaji, Managing Director at their meeting held on 30th May, 2024 as recommended by the Nomination and Remuneration Committee within the limits as approved by the Shareholders at the annual general meeting held on 21st September, 2022. During the year, Managing Director received a commission of 7 Lakhs from the holding company, Lucas Indian Service Limited.

6. DIVIDEND: a. Declaration and Payment of Dividend

The Board of Directors at their meeting held on 13 ^th February, 2024 had declared an interim dividend of 10.25 per equity share during the year under review on a face value of Rs 5 each. Your Directors recommend consideration of the same as final dividend for the year which absorbs a total sum of 2318.69 Lakhs for the year ended 31st March, 2024.

As per the Income-Tax Act, 1961, dividends paid or distributed by the Company shall be taxable in the hands of the shareholders. Accordingly, the Company makes the payment of the dividend from time to time after deduction of tax at source. b. Dividend Distribution Policy

The Dividend recommended is in accordance with the Dividend Distribution Policy of the Company. According to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Board had adopted a Dividend Distribution Policy, which has been placed on the website of the Company and can be accessed at the link: https://indianippon.com/ policies/.

7. PUBLIC DEPOSITS:

During the year, the Company has not accepted any deposits from the public falling within the ambit of Section 73 or Section 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules 2014. No amount on account of principal or interest on deposits from the public was outstanding as on 31^st March, 2024.

8. FAMILIARISATION PROGRAMME

The Company has put in place a familiarisation programme for all its Directors including the Independent Directors. The familiarisation programme for Independent Directors in terms of provisions of Regulation 46(2)(i) of the Listing Regulations is uploaded on the website of the Company.

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

The information on the Conservation of energy, technology absorption and Foreign exchange earnings and outgo as stipulated under Section 134(3) (m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is set out in the Annexure to this Report.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations, 2015 read with SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated 11th July 2023, the Business Responsibility and Sustainability Report (‘BRSR') for 2023-24 has been prepared based on the framework of the National Guidelines on Responsible Business Conduct and in the format prescribed by SEBI.

11. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report.

Disclosures with respect to the remuneration of Directors and employees as required under Section 197 of the Companies Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, has been appended as Annexure to this Report.

The information required pursuant to Section 197 of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of your Company are available to Shareholders for inspection on request. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary, on https://indianippon.com/policies/ whereupon a copy would be sent.

12. ANNUAL RETURN:

The copy of draft Annual Return in Form MGT-7, prepared as per Section 92(3) of the Act read with Rule 11 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company at https://indianippon.com/. The Annual Return will be submitted to the Registrar of Companies within the timelines prescribed under the Act.

13. RIS K MANAGEMENT COMMITTEE:

The Boar of Directors d of the Company has formed a Risk Management Committee to frame, implement, and monitor the risk management plan for the Company. The Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Committee considers the risks that impact the mid-term to the long-term objectives of the business, including those reputational in nature. The Company has an elaborate risk charter and risk policy defining the risk management governance model, risk assessment, and prioritization process. The Risk Management Committee reviews and monitors the key risks and their mitigation measures periodically and provides an update to the Board on the Company's risks outlined in the risk registers. There are no risks which in the opinion of the Board threaten the existence of the Company. The Audit Committee has additional oversight in the area of financial risks and contr The policy can be accessed at https:// ols. indianippon.com/policies/.

DISCUSSION AND ANALYSIS:

The Company has complied with the corporate governance requirements under the Act, and the Listing Regulations. A separate section on Corporate Governance along with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Annual Report.

A detail report on Management Discussion and ed Analysis forms an integral part of this Annual Report and also covers the consolidated operations reflecting the nature of our business.

15. DIREC TORS' RESPONSIBILITY STATEMENT:

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

Pursuant to Section 134 (5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that for the financial year ended 31st Mar ch, 2024: a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures; b) The have selected such accounting policies and y applied them consistently and made judgments and estimates that are reasonable and prudent so as to giv a true and fair view of the state of affairs e of th Company at the end of the financial year e and of the profits of the Company for that period; c) They have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 201 for safeguarding the assets of the 3 Company and for preventing and detecting fraud and other irregularities; d) They have prepared the annual accounts on a ‘going concern basis'; e) They have laid down internal financial controls for the Company which are adequate and are operating effectively; f) They have devised a proper system to ensure compliance with the provisions of all applicable laws an such systems are adequate and are d operating effectively.

16. DIREC TORS & KEY MANAGERIAL PERSONNEL (KMP): 16.1 Ind ependent and Non-Executive Directors: Appointment, Reappointment, Resignation, Retirement etc.:

Independent directors, Mr. R Vijayaraghavan and Mr. K G Ragha have completed their second term on the van Board as at the close of the Annual General Meeting held on 20th September, 2023. The Board places on record its appreciation of the services rendered by Mr. R Vija yaraghavan and Mr. K G Raghavan during their tenure as Independent Directors of the Company.

Your Directors wish to place on record that, pursuant to entering into the Share Purchase Agreement dated 19th June, 2023 amongst Mahle Electric Drives Japan Corporation, Mahle Holding India Private Limited and Lucas Indian Service Limited in connection with the acquisition of the entire holding of MEDJ and MHIPL i.e., 14,14,786 equity shares and 30,00,000 equity shares respectively, in India Nippon Electricals Limited, by LIS, and as per Article 6.01.2 of the Joint Venture Agreement dated 24th August, 1985, consequent upon acquisition of shares by LIS on 26th June, 2023 and termination of the Joint Venture agreement vide termination agreement dated 17th July, 2023, Mr. Kiyoyasyu Kawakami (DIN:

09283649) and Mr. Jakob Ruemmler (DIN: 09237428) tendered their resignations from the post of Directorship of India Nippon Electricals Limited, effective from the closing hours of 19thJuly, 2023.

Considering their resignations and the retirement of the independent directors viz., Mr. R Vijayaraghavan (DIN: 00026763) and Mr. K G Raghavan (DIN: 00359471), the size of the Board got reduced to 6 with effect from 20th September, 2023 and is in compliance with the statutory requirements in terms of composition of the Board pursuant to the Companies Act 2013 and SEBI Listing Regulations.

The following table presents the appointment and tenure of the Independent Directors of your Company:

Retirement by rotation and subsequent reappointment:

In accordance with the provisions of Section 152 and other applicable provisions, if any, of the Act and the Articles of Association of the Company, Mr. T K Balaji (DIN: 00002010), Non-Executive Director of the Company, is liable to retire by rotation at the ensuing AGM and being eligible has offered himself for re-appointment.

Based on performance evaluation and recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Non-Executive Director of the Company, liable to retire by rotation. The appropriate resolution for the re-appointment of Mr. T K Balaji is being placed for the approval of the shareholders of the Company at the ensuing AGM. Details with respect to his experience, attributes, skills, disclosure of relationship between directors inter-se, directorships held in other companies and committee memberships, etc., as stipulated under Regulation 36 of the Listing Regulations and Secretarial Standard on General Meetings issued by ICSI, have been disclosed in the Annexure to the Notice of the AGM. The Managing Director and Independent Directors of the Company are not liable to retire by rotation.

16.2 Key Managerial Personnel (KMPs):

Mr. Arvind Balaji, Managing Director, Mr. Elango Srinivasan, CFO & Ms. S Logitha Company Secretary, are the Key Managerial Personnel ("KMP") of the Company in accordance with the provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

During the year under review, there were no changes to the KMP of the Company.

16.3 Declaration by Independent Directors as required u/s 149:

In terms of Section 149 of the Act and SEBI Listing Regulations, Mr. Anant Jaivant Talaulicar, Mr. Heramb R Hajarnavis and Ms. Gangapriya Chakraverti are the Independent Directors of the Company, as on the date of this report.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Management personnel. In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have 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. The Company has received from all the Independent Directors of their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management. Declaration of Independence comprising all the requirements of Companies Act, 2013 and SEBI Listing Regulations were received by the Company and was taken on record by the Board after verifying the veracity of the declarations, from Mr. Anant Jaivant Talaulicar, Mr. Heramb R Hajarnavis and Ms. Gangapriya Chakraverti.

Further, a report by Practicing Company Secretary highlighting that none of the Directors of the Company are debarred or is given under the Corporate Governance Section of this report.

17. MEETINGS OF THE BOARD:

During the year under review, 5 meetings of the Board of Directors were held. The details of the meetings of the Board of Directors of the Company held and attended by the Directors during the financial year 2023-24 are given in the Report of Corporate Governance forming part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days, as prescribed by the Act and the Listing Regulations.

17.1 Committees of the Board

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority. The following Committees constituted by the Board function according to their respective roles and defined scope:

Audit Committee

Nomination and Remuneration Committee

Corporate Social Responsibility Committee

Stakeholders' Relationship Committee

Risk Management Committee

Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance, which forms part of this report. During the year, all recommendations of the Committees of the Board which were mandatorily required have been accepted by the Board.

17.2 Separate meeting of Independent Directors & Board evaluation:

The annual evaluation process of the Board of Directors, individual Directors and committees was conducted in accordance with the provisions of the Act and the SEBI Listing Regulations. The Company conducted a separate meeting of Independent Directors as per the requirements of the SEBI Listing regulations. Board was evaluated on following parameters: The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as Strategy, Performance Management & Succession Plan, Execution, Investments, M&A and Financial Controls, Talent Management, Risk Management, Core Governance & Compliance, Review of Information, Monitoring of Committee.

Committees were evaluated on the parameters like Functions and Duties, Management Relations, Support to the Committee and overall.

The Board and the NRC reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. Additionally, they also evaluated the Chairman of the Board, taking into account the views of Executive and Non-executive Directors in the aforesaid meeting. The Board also assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent directors was done by the entire Board, excluding the Independent Director being evaluated. The separate meeting of independent directors for 2023-24 was held pursuant to Schedule IV to the Companies Act, 2013 & Regulations 17 & 25 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

18. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's Policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been briefly disclosed hereunder and in the Report on Corporate Governance, which forms part of this report.

18.1 Selection and procedure for nomination and appointment of Directors:

The Nomination and Remuneration Committee ("NRC") of the Board is entrusted with the responsibility for developing competency requirements for the Board, based on the industry and strategy of the Company. The Board composition analysis reflects an in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC makes recommendations to the Board regarding the appointment/re-appointment of Directors, and Key Managerial Personnel ("KMP") and other members of the Senior Management. The role of the NRC encompasses conducting a gap analysis to refresh the Board periodically, including each time a Director's appointment or re- appointment is required.

The NRC is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies, undertaking reference, and due diligence, and meeting potential candidates before making recommendations of their nomination to the Board. The appointee is also briefed about the specific requirements for the position including expert knowledge expected at the time of appointment. During the year under review, the Nomination and Remuneration Policy was amended to, inter alia, include the revised definition of senior management to reflect the intent of the law in letter and spirit. The policy can be accessed at https://indianippon. com/policies/.

19. AUDITORS: 19.1 Statutory Auditors

M/s Deloitte Haskins & Sells LLP, Chartered Accountants, were appointed for a period of five years from the conclusion of the 32nd Annual General Meeting held on 24th August, 2017 and were re-appointed for a second term of 5 years from the conclusion of the Annual General Meeting held on 21st September, 2022 until the conclusion of the Annual General Meeting to be held in the year 2027. Based on the approval of the Shareholders at the AGM held in 2022, the Board of Directors had fixed a fee of 26 Lakhs per annum plus applicable taxes and remibursement of out of pocket expenses for the Statutory Auditors for 2 years from 2022-23. Further, the Board of Directors at their Meeting held on 06th August 2024 had increased the fee from Rs.26 lakhs to Rs. 30 lakhs per annum plus applicable taxes and reimbursement of out of pocket expenses for 2 years from 2024-25.

The Statutory Auditors have issued an unmodified opinion on the financial statements for the financial year 2023-24.

The Statutory Auditor's report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards' Report.

19.2 Cost Auditors

Pursuant to Section 148(1) of the Act read with Rule 3 and 5 of the Companies (Cost Records and Audit)

Rules, 2014, the Company has maintained cost records for FY 2023-24.

The Cost Audit Report for the financial year 2023-24 does not contain any qualification, reservation, or adverse remark and will be submitted within the prescribed timelines.

The Board has re-appointed Mr. K Suryanarayanan as cost auditor for the financial year 2024-25 at a ratification remuneration of 3.50 Lakhs. The of his remuneration shall be included as an item in the Notice of the Annual General Meeting as required under Section 148 (3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014.

19.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company appointed M/s S.A.E. & Associates LLP, Company Secretaries LLPIN: AAM-6181 (ICSI Registration no: L2018TN004700), to carry out the Secretarial Audit of the Company for 2023-24.

The Report of the Secretarial Auditor for the 2023-24 is attached herewith as Annexure to this Report. There are no qualifications, observations or adverse remarks, or disclaimer in the said report.

The Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. S.A.E. & Associates LLP, Practicing Company Secretaries as the Secretarial Auditors of the Company for 2024-25. M/s. S.A.E. & Associates LLP have confirmed that they are not to be appointed as the Secretarial Auditors of the Company.

As required by Schedule V of the Listing Regulations, the Auditor's Certificate on Corporate Governance received from M/s. S.A.E. & Associates LLP is annexed to the Report on Corporate Governance forming part of this Annual Report.

19.4 Internal Auditors

M/s. R.G.N. Price & Co., Internal Auditors of the Company have carried out Internal Audit for FY 2023-24. The reports and findings of the Internal Auditors are periodically reviewed by the Audit Committee. Pursuant to Section 138 of the Act read with Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, have appointed M/s. R.G.N. Price & Co. as Internal Auditors of the Company for FY 2023-24 & FY 2024-25.

20. SECRETARIAL STANDARDS:

The Company has complied with all the applicable provisions of Secretarial Standards on Meetings of Board of Directors (SS-1), Secretarial Standards on General Meetings (SS-2) issued by Institute of Company Secretaries of India.

21. UNCLAIMED DIVIDEND

In terms of applicable provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), unclaimed dividend amounting to 6.69 Lakhs was transferred by the Company to the Investor Education and Protection Fund ("IEPF"), established by the Government of India, during the year under review. Further, 2524 shares were transferred to the demat account of the IEPF Authority during the year under review, in accordance with the IEPF Rules, as the dividend(s) has not been claimed by the shareholders for 7 consecutive years or more. The shares on which dividend has not been paid or claimed by the Shareholder for seven consecutive years or more shall also be transferred to demat account of the IEPF Authority. Accordingly, the Company has sent individual notices to all the members whose dividends are lying unpaid/ unclaimed against their name(s) for 7 consecutive years and followed other procedures seeking action from the members. The list of such members is displayed on the website of the Company.

22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year under review with related parties (as defined in the Act and Listing Regulations) were in the ordinary course of business and on an arm's length basis. During the year, the Company did not enter into any contract/ arrangement/transaction with related parties which could be considered as material in accordance with the Policy of the Company on Materiality of Related Party Transaction (RPT Policy). Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out as Annexure to this Report.

The details of the related party transactions as per Ind AS-24 on Related Party Disclosures are set out in the standalone financial statements of the Company.

23. RELATED PARTY TRANSACTIONS:

All transactions with related parties during the financial year 2023-24 were reviewed and approved by the Audit Committee and are in accordance with the Policy on dealing with materiality of Related Party Transactions and the Related Party Framework, formulated and adopted by the Company. Prior omnibus approval of the Audit Committee is obtained on a yearly basis for the transactions which are of unforeseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee for their review/ approval on a quarterly basis.

All contracts/arrangements/transactions entered into by the Company during the year under review with Related Parties were in the ordinary course of business and on arm's length basis in terms of provisions of the Act. There are no materially significant related party transactions that may have potential conflict with interest of the Company at large.

The Company's Policy on dealing with and materiality of related party transactions is available on its website at https://indianippon.com/policies/.

24. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS U/s 186:

The Company has not given any loans or guarantee as specified under Section 186 of the Companies Act 2013. The details of investments are given in Note No 8 of Notes to Accounts for the financial year 2023-24. The same is within the prescribed limits under provisions of Section 186 of the Companies Act 2013.

25. VIGIL MECHANISM/ WHISTLE–BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In line with the policy, any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the policy of the Company, cannot be undermined.

Pursuant to Section 177(9) of the Act, a vigil mechanism was established for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Company's code of conduct or ethics policy. The Vigil Mechanism provides a mechanism for employees of the Company to approach the Chairperson of the Audit Committee of the Company for redressal. No person has been denied access to the Chairperson of the Audit Committee. Details of the Vigil Mechanism and Whistle Blower Policy is available at the link: https://indianippon.com/ policies/.

26. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules made thereunder for prevention and redressal of complaints of sexual harassment at workplace and an Internal Complaints Committee has also been set up to redress any such complaints received. The Company is committed to providing a safe and conducive work environment to all of its employees and associates. Further, the Policy also gives shelter to contract workers, trainees, apprentices of the Company and any person visiting the Company.

During the year under review, your Company has received two complaint(s) of sexual harassment and the same has been investigated and disposed. The Company periodically conducts sessions for employees across the organisation to build awareness about the Policy and the provisions of the Prevention of Sexual Harassment Act.

27. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these items during the year under review: a) There are no significant material orders passed by the Regulators or Courts or Tribunal, which would impact the going concern status of the Company and its future operation. However, Members attention is drawn to the Statement on contingent liabilities and commitments in the notes forming part of the Financial Statements. b) No fraud has been reported by the Auditors to the Audit Committee or the Board. c) There has been no change in the nature of business of the Company. d) No revision of financial statements or the Board's Report occurred during the year. e) There were no material changes and commitments affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of the Report.

28. CHANGES IN SHARE CAPITAL: 28.1 Changes in the Share Capital:

During the financial year 2023-24, there was no change in the authorised, issued, subscribed, and paid-up share capital of the Company.

27.1 Issue of Equity Shares with Differential Rights

During the financial year, the Company has not issued any equity shares with differential rights.

27.2 Issue of Sweat Equity Shares

During the financial year, the Company has not issued any sweat equity shares.

27.3 Issue of Employee Stock Options

During the financial year, the Company has not issued any Shares under employee stock options.

27.4 Issue of Shares to Trustees for benefit of employees

During the financial year, the Company has not issued any Shares to Trustees for the benefit of employees.

27.5 Issuance of any other securities which carries a right or option to convert into Equity shares

During the financial year, the Company has not issued any securities which carry a right or option to convert such securities into equity shares.

29. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, no application was made or any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

30. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

There were no such instances during the year under review.

31. ACKNOWLEDGEMENTS

The Directors wish to convey their deep appreciation to all the employees, customers, vendors, investors, and consultants/advisors of the Company for their sincere and dedicated services as well as their collective contribution to the Company's performance. Your Directors acknowledge the continued support received from Lucas TVS Limited, Lucas Indian Service Limited and also wish to thank the Governments at the Centre and in the States of Tamil Nadu, Haryana and Puducherry and our Bankers for the assistance rendered by them from time to time.