Wheels India Ltd

Your Directors present the Sixty Sixth Annual Report together with the audited financial statements of your Company for the year ended March 31, 2025.

Financial highlights

The revenue from operations for the year was Rs. 4393.18 crores as compared to Rs. 4580.99 crores in the previous year. The financial highlights of the Company for the year are as below:

Appropriation of Profits

The Board of Directors at their meeting held on January 27, 2025 had declared an interim dividend of Rs.4.50 per equity share for the financial year 2024 25 and the same was paid on February 17, 2025. Your Directors are pleased to recommend a final dividend of Rs. 7.03 per equity share (70.3%) for the year ended March 31, 2025. The dividend recommended, subject to approval of shareholders at the 66th Annual General Meeting (66th AGM), will be paid to all the shareholders whose name appear in the register of members as on July 10, 2025 (being the record date fixed for this purpose).

The dividend distribution policy, framed in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and approved by the Board of Directors, is available on the website of the Company at

https://wheelsindia.com/wp-content/uploads/2022/08/dividend-distribution-policy.pdf

The Company proposes to retain the entire amount as surplus in Profit & Loss Account and not to transfer any amount to General reserves.

Share capital

During the year, the paid-up capital of the Company stood at Rs. 24,43,30,120/- consisting of 2,44,33,012 equity shares of Rs.10/- each. There was no change in capital structure of the Company.

Indian economy

In the domestic economy , there has been a slowdown in growth in FY25, due to projects slowing down around elections, disruptions driven by excess rainfall and the volatility in global trade networks in the last two quarters. The real GDP growth is projected to be 6.5% for the year 2024-25 against a strong expansion of 9.2% in the preceding year. The real GDP growth for the year 2025-26 is projected to be around 6.5%, the best amongst large economies, underscoring the inherent strength in India?s domestic demand, the nation?s biggest growth driver.

Despite heightened global volatility and cross border tensions, the agriculture sector looks positive, supported by healthy reservoir levels and robust crop production that is expected to sustain rural demand. There is expected to be some revival in capex based on higher capacity utilizations and continued government focus on infrastructure and a resilient domestic demand.

While the service sector is expected to be resilient, exports would have to face headwinds related to US tariffs.

The retail inflation has fallen and is expected to be around 4% in the coming year. The RBI, in recognition of inflation control, has signalled lower interest costs in the coming year.

Global economy

The United States? announcement of reciprocal tariffs on April 2, 2025 has put the financial markets around the world in a heightened volatility, raising concerns about the impact on the global economy. The narrative around U.S. tariffs remains tied to bilateral negotiations, with some de-escalation and news of potential trade deals with Japan, Korea and India. It is expected that India will be in a better position vis-a-vis competing countries in its manufacturing exports once the dust settles around the agreements. However, it is expected the real GDP growth in the US will come down to 1.8% in 2025 vis-a-vis 2.8% in 2024, in light of the trade wars. Similarly, GDP growth in the EU is expected to be marginally less than 0.9% in 2024. The slowdown in the economy will impact demand in the coming year.

Business

The commercial vehicle experienced a marginal de-growth in FY25 compared to previous year. There has been a shift from multi-axle vehicles towards higher load rated tractor trailers bringing in operational cost efficiencies. The adoption of higher horsepower vehicles has resulted in faster turnaround and better utilization of benefittingsingle axle vehicle fleets usage. There is an increase in both higher tonnage LCVs and higher tonnage SCVs in the market. This is being driven by higher horsepower vehicles across segments with faster turnaround times. There has been strong growth in the bus segment both inter and intra city transport and school and staff transportation. Your company is a supplier of wheels and air suspension to the segment.

The agricultural tractor market grew by 8% following a 12% de-growth in FY24. This happened on the back of decent reservoir water levels, government support on prices and interest rates, the tractor volumes are expected to grow 5% in FY26. There was a significant industry decline in the global industry in the last year. Your company has commissioned a new tractor wheel line in the month of Mar ‘25 , that will help us widen our product range and increase our presence in domestic and export markets.

Passenger Vehicles (PV) posted its highest ever domestic sales in FY 2024-25 of 4.3 million units, with a growth of 2% as compared to FY 2023-24. Utility Vehicles (UVs) continued to drive growth, now contributing 65% of total PV sales compared to about 60% in FY 2023-24. Penetration of aluminium wheels is around 40%. During the year FY25 , we commenced supplies of aluminium wheels to one of the top four passenger car manufacturers. There is increased focus on development of hybrid and electric cars despite the low penetration thus far. The construction equipment industry had muted growth both in India and the US due to the elections in both countries affecting demand for wheels. This reflected in our wheel, fabrication and cylinder business through the year. While infrastructure development should be better in the current year, the global headwinds are likely to slow growth in the coming year. However, the mining sub-segment that your Company supplies into is likely to see modest growth.

The windmill industry had a flat year as reflected in our supplies to the industry. However, we had a decent ramping up in the business of machining large castings. The industry is likely to show growth in the coming year with increasing renewable penetration in India and globally. In addition to our fabrication and machining business, we continue to invest in and grow the machining of large castings.

Performance

Your company?s sales performance broadly reflected the trends in various industry segments and subsegments that we supply. In the air suspension business the decline of multi-axle trucks affected the business of lift axle suspension. In the last year, we saw a de-growth of exports largely due to uncertainties around the US elections. This reflected in the marginal decline in sales in the last year.

The trends in the various industry segments are likely to reflect some growth in the coming year. In the coming year, despite the global trade uncertainties we are cautiously optimistic about export prospects largely due to new business under development across segments.

In the year under review, your Company benefited from tighter operational control and declining commodity prices. We continue to work on consolidation of plants across locations to improve cost efficiencies. In the coming year, we expect to see some rise in commodity prices due to safeguard duties India has imposed on steel. Your company will continue to work on operational efficiencies to offset this headwind Your company has increased renewable energy in its energy basket from 26% to 58% in the year under review and this trend is likely to continue in the coming year. We continue to work towards our sustainable goals across the company?s operations. Your company continues to work on improving its free cash flows

Your company?s subsidiary Wheels India Car Wheels Ltd. saw decent growth and a return to profitability on the basis of increased volumes, higher capacity utilization and operational cost improvements. This is likely to continue in the coming year despite lower growth expectations amongst our customers. We continue to work on deeper engagement with our customers, meeting their increasing expectations of us and have over the year been recognized by them in their supplier conferences, notably by TAFE, Volvo-Eicher, Maruti Suzuki, Escorts Kubota, Bull Equipment. In addition, your Company has been recognized as a star exporter by EEPC and won awards from ACMA for excellence in manufacturing, digitization and sustainability.

Internal Control Systems

Your Company maintains an adequate and an effective Internal Control System commensurate with its size. The internal control system is supplemented through an extensive internal audit program besides periodic review by the management and the Audit Committee. The Company has in place adequate internal financial controls.

HR and Industrial relations

Your Company considers the employees as its most valuable asset and has initiated several measures including training & development and streamlining work culture and processes across plants . Company . is continuously working on its compensation practices and performance management; working off employee satisfaction surveys and working on talent retention. Industrial relations continue to be very cordial across plants.

Financial performance with respect to operational performance

The gross revenues for FY25 is Rs 4,424.86 Crore against Rs 4,619.03 Crore for FY24. The de-growth in revenue is 4.1%, mainly due to drop in the CV business affecting CV wheels and lift axle suspensions for trucks. Our passenger car wheel business, windmill components and hydraulic cylinders have registered a reasonable growth in FY25. During March 2025, your Company commissioned a new plant for the manufacture of agricultural wheels at Mambattu in AP .

The EBITDA for FY25 has grown by 22%, to Rs. 336.31 Crore against Rs 276.35 Crore in FY24 due to a favourable product mix, softening of commodity prices and effective cost management. Depreciation charge has increased in line with higher capitalization & usage of assets . Interest cost moved by 1.2% mainly due to withdrawal of interest subvention benefits on exports for most part of the year. With the growth in operating margins, the net profit grew by 56% to Rs 105.85 Crore.

Business Segment wise details

Business segment wise revenues and earnings before interest and tax (EBIT) is as follows

All values are in Rs Crore. GOLY means growth over last year.

In the automotive segment, barring passenger car wheel business, your Company had a de-growth in revenues in the other product categories. In the industrial components segment, windmill components and hydraulic cylinders had growth. EBIT of the automotive segment has grown primarily due to effective cost management and lower steel costs. In the industrial component segment, EBIT had a de-growth of 3.6% as some of the products operated at low utilization levels for part of the year. There are efforts underway to ramp-up and streamline these businesses during FY26.

Key Financial Ratios

The details of key financial ratios as compared to the immediately previous financial year is given

Further the ratios related to Operating profit Net profit Margin and Return on Networth have improved by 25% or more compared to FY24 due to favorable product mix, effective cost controls and lower commodity prices.

We would like to thank our customers for their business, our suppliers for their support, our employees for their dedication and efforts, our bankers and investors for their confidence and patience in us, as we continue to forge our path to growth through new opportunities and improved profitability.

Wholly Owned Subsidiary

The Company has incorporated a Wholly Owned Subsidiary (WoS) in the name of M/s. WIL USA Inc., in the State of Delaware, USA on January 26, 2024. The Company has subscribed towards share capital of WoS in September 2024.

The primary purpose of WoS is to support the parent Company in business development and supply chain activities.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, the consolidated financial statements, drawn up with the applicable Indian Accounting Standards (Ind As), forms part of this Annual Report. The consolidated profit after tax for the FY 2024-25 was Rs. 112.19 crores and the consolidated net-worth as at March 31, 2025 was Rs. 922.00 crores as on March 31, 2025 as against Rs. 58.90 crores and Rs.839.75 crores as on March 31, 2024, respectively.

Subsidiary Company

WIL Car Wheels Limited ("WCWL") has achieved a turnover of Rs 470.86 crores and profit after tax of Rs. 5.00 Crores for the year FY ended March 31, 2025 as against Rs.426.61 crores and loss after tax of Rs.14.91 crores for the FY ended March 31, 2024, respectively. The gross revenue of WCWL represents 9.92 % of consolidated turnover of the Company. WIL USA Inc., ("WIL USA Inc.,") has achieved a turnover of Rs. 0.76 crores and profit after tax of

Rs.0.04 crores for the year FY ended March 31, 2025.

The gross revenue of WIL USA Inc., represents 0.02 % of consolidated turnover of the Company.

Associate Company

Axles India Limited ("Axles") has reported a turnover of Rs.846.78 crores and profit after tax of Rs.68.70 crores for the FY 2024-25 as against the turnover of Rs.855.10 crores and profit after tax of Rs.86.28 crores for the FY 2023-24. A statement containing salient features of the financial statements of the Subsidiary Company / Associate Company in Form AOC-1 is provided in Annexure - I to this report.

In accordance with the provisions of Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company will be available on the Company?s website at www.wheelsindia.com. These documents will also be available for inspection during business hours at the Registered office of the Company.

Deposits scheme

During the year, deposits accepted by the Company from public and shareholders aggregated to Rs.41.75 crores, which are within the limits prescribed under the Act and the rules framed thereunder. The provisions of the Act also mandate that any Company inviting / accepting / renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. The Corporate Governance section contains the details of the credit rating obtained by the Company. The details relating to deposits in accordance with Chapter-V of the Act are given in Annexure - II forming part of this Report.

Particulars of Loans, Guarantees or Investments

The Company has not given any loan or security or guarantee in terms of Section 186 of the Act. The details of the investments made by Company are provided in the notes to the financial statements.

Credit rating

The Company?s financial management and its ability to service financial obligations in a timely manner, has been confirmed by credit rating agencies by their ratings during the year under review. The credit rating details have been disclosed to stock exchanges and made available in the website of the Company. The Corporate Governance section of this Annual Report contains the details of credit ratings obtained by the Company.

Board Evaluation

Pursuant to the provisions of Section 134(3)(p), Section 149(8) and Schedule-IV to the Act, the SEBI LODR, an annual performance evaluation of the Board, the Directors as well as Committees of the Board have been carried out.

The evaluation of the Board and Non-Independent Directors at a separate meeting of Independent Directors were carried out in accordance with the Nomination and Remuneration Policy adopted by the Board. The evaluation was carried out, taking into consideration the composition of the Board and availability of multi-disciplinary skills, commitment to good corporate governance practices, adherence to regulatory compliance, grievance redressal mechanism, track record of financial performance, existence of integrated risk management system, use of modern technology and commitment to corporate social responsibility.

The Board of Directors have also carried out the evaluation of the Directors, performance of

Independent Directors and its Committees based on the guidelines prescribed by the SEBI.

Board of Directors, Committees and Management

The composition of the Board of Directors and its Committees are in accordance with relevant provisions of the Act and the SEBI LODR. The Corporate Governance Report is provided in Annexure VI to this report contains the composition of the Board of Directors of the Company and its Committees.

Re-appointment of Director retiring by rotation

Mr. S Viji (DIN:00139043), Non-Executive Director is retiring by rotation, being eligible, he offers himself for re-appointment. The proposal for his re-appointment as Director is included in the notice convening the 66th AGM.

Appointment of Independent Director

Mr. M P Vijay Kumar (DIN:05170323) was appointed as an Independent Director (‘ID?) of the Company for a period of five years from October 12, 2024. In the opinion of the Board, the Independent Directors appointed are renowned people having expertise / experience in their respective field / profession.

Cessation of Independent Directors

During the year under review, Mr. S Prasad (DIN: 00063667) and Mr. Aroon Raman (DIN: 00201205) ceased to be a Directors of the Company upon completion of their second tenure as Independent Director on September 8, 2024.

Profile of Directors seeking reappointment

Profile of the directors seeking reappointment as required to be given in terms of the Secretarial Standards and as per SEBI LODR, forms part of the Notice convening the ensuing 66th AGM of the Company.

Independent Directors

In the opinion of the Board, the Independent Directors fulfill the conditions specified in the Act & SEBI LODR and are independent of the Management. All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI LODR. They have also confirmed compliance with Section 150 of the Act regarding registration with Independence Directors databank maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel

As on March 31, 2025, Mr. Srivats Ram, Managing Director, Mr. P Ramesh, CFO and Ms. K V Lakshmi, Company Secretary are the Key Managerial Personnel (‘KMP?) of the Company in terms of Section 2(51) of the Act and 2(o) of SEBI LODR.

Remuneration Policy

The Board, based on the recommendations of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management Personnel ("SMP") and KMP and to fix their remuneration. The Company?s policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence are provided in the Corporate Governance Report forming part of this Report. The policy is provided in Annexure - III forming part of this Report.

Corporate Social Responsibility

The Corporate Social Responsibility Committee ("CSR Committee") monitor and execute the CSR activities of the Company in accordance with Section 135 of the Act read with relevant rules made thereunder and Schedule-VII to the Act. The Board has approved the

CSR Policy and guidelines for implementation and the Committee effectively supervises the program. The policy is available on the website of the Company at https://wheelsindia.com/wp-content/ uploads/2023/08/CSR-Policy.pdf

The constitution of the CSR Committee and the report as required under the Act are provided in Annexure - IV forming part of this Report.

Risk Management, Internal Financial Control Systems and Audit

Your Company has constituted a Risk Management Committee and has formulated a Risk Management Policy aligned with the requirements of the Act and SEBI LODR. The details of the Committee and the terms of reference are set out in the Corporate Governance Report forming part of the Report. The implementation of IT based Governance, Risk and Compliance (GRC) software across the multiple locations of the Company has further strengthened the business processes and has significantly supported the internal audit requirement towards achieving a controlled environment.

Your Company maintains an adequate and effective Internal Control System commensurate with its size. These reasonably assure that the transactions are duly authorized and recorded to facilitate preparation of financial statements in line with the established practices and that the assets are secured against any misuse or loss. The internal control system is supplemented through an extensive internal audit program besides periodic review by the Management and the Audit Committee. The Company has in place adequate internal financial controls.

Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns. The said Policy meets the requirement of the Vigil Mechanism framework under the Act and SEBI LODR and the policy is available in the website of the Company at https://wheelsindia. com/wp-content/uploads/2022/08/vigil-mechanism1. pdf.

Directors? Responsibility Statement

The Directors acknowledges their responsibility of ensuring compliance with the provisions of Section 134(3)(c) of the Act. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act: a. that in the preparation of the annual financial statements, the applicable Ind AS have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2025 and of the profit of the Company for the year ended on that date; c. that proper and for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

The Company has formulated a policy on Related Party Transactions ("RPT") which is being periodically reviewed by the Audit Committee and approved by the Board. The policy on RPT is available on the Company?s website at https://wheelsindia.com/wp-content/uploads/2025/04/Related-Party-Transaction-Policy-Version-1-Amended-w.e.f.-March-31-2025.pdf All Related Party transactions that were entered into by the Company during the FY 2024-25, were in the ordinary course of business and on arm?s length basis. The Company did not enter into any material transaction with related parties under Section 188 of the Act and the Rules framed thereunder. There are no "Material" contracts or arrangement or transactions at arm?s length basis and hence, disclosure in form AOC-2 is not required.

The details of transactions with entities belonging to the Promoter / Promoter Group which holds 10% or more shareholding in the Company is provided in relevant section of the financial statements of the Company. care has been taken

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI LODR and the Act. The transactions entered into pursuant to such approval are placed periodically before the Audit

Committee for its review.

Meetings of the Board / Committees

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other businesses. The Board / Committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The details of the meetings of the Board as well as the Committees are disclosed in the Corporate Governance Report, forming part of this Report.

Regulators or Courts

There were no significant by the Regulators / Courts which would impact the going concern status of the Company and its future operations. The changes and commitments, if any, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report is not material so as to have an affect on the financial position of the Company.

Employees and details of Remuneration:

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided in Annexure - V forming part of this Report. The information as per Rule 5(2) and Rule 5(3) of the Rules forms part of this Report. However, as per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General meeting.

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

The Company is committed to providing an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities. The material Company has in place orders passed an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted an Internal Committee ("IC") (formerly known as Internal Complaints Committee) to consider and resolve all sexual harassment complaints reported by women. The IC has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Committee includes external member from NGO with relevant experience. The role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

Corporate Governance

In accordance with the provisions of SEBI LODR, the Corporate Governance Report is given in Annexure - VI and forms part of this Report.

Statutory Auditor

At the 63rd AGM held on July 13, 2022, the shareholders of the Company had re-appointed M/s. Brahmayya & Co., Chartered Accountants, as the Statutory Auditor of the Company for a second term of five consecutive years i.e. from the conclusion of the 63rd AGM till the conclusion of 68th AGM of the Company. The Company has received the eligibility certificate from the said firm confirming that they are not disqualified to act as Auditor and are eligible to asAuditor of the Company. holdoffice M/s. Brahmayya & Co., Chartered Accountants, holds Peer Review Certificate No .016551 dated 12.4.2024, issued by the Institute of Chartered Accountants of India.

Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Audit and Record) Rules, 2014, the cost records and the accounts are being maintained by the Company and same are being audited as per the requirement of the Act. The Board, based on recommendation of the Audit Committee, had appointed M/s. Geeyes and Co., Cost and Management Accountants, to audit the cost records and the accounts maintained by the Company for the financial year ended March 31, 2025. The said of the Audit Committee, is re-appointed by the Board to conduct the Cost Audit for the year 2025-26 at the remuneration of Rs. 8,25,000/- (Rupees Eight Lakhs twenty five thousand only) excluding applicable taxes and out of pocket expenses. Further, the resolution the remuneration seekingshareholders? ratification payable to the Cost Auditor for the financial year 2025-26 is being included in the Notice convening the 66th AGM in accordance with relevant provisions of the Act.

Secretarial Auditor/ Secretarial audit

Pursuant to the provisions of Section 204 of the Act and the rules framed thereunder, the Company had appointed M/s. S Dhanapal & Associates LLP, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2024-25 Further, in terms of Regulation 24A of the SEBI LODR, the secretarial audit report of the Company for the financial year ended March 31, 2025 given in the Annexure - VII forming part of this report. The Securities and Exchange Board of India (SEBI) has amended Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 whereby Shareholders, on the recommendation of Board of Directors, may appoint or re-appoint a Secretarial Audit firm more than two terms of five consecutive years, in the Annual General Meeting.

The Board recommends appointing M/s S Dhanapal & Associates LLP Practicing Company Secretaries having (Firm Registration No. L2023TN014200), as the Secretarial Auditors of the Company for a term of 5 years, from the conclusion of 66th Annual General Meeting upto the conclusion of 71st Annual General Meeting to conduct the secretarial audit for the five financial years starting from April 01, 2025 to 31st March 2030. A certificate for appointment as Secretarial Auditors has been received from them. Accordingly, the subject for appointment of Secretarial Auditors forms part of the Notice of the ensuing Annual General Meeting.

Comments on Auditors? report

There were no qualifications, reservations or adverse remarks or disclaimers made by the Cost Auditor,

Statutory Auditor and Secretarial Auditor in their respective reports. During the year, there have been no incidents of fraud reported to the Audit Committee in terms of Section 143(12) of the Act.

Safety

Over a period of time, your Company has moved towards culturally safety conscious by inculcating safety culture at all levels. The safety performance review system is conducted by the Management at unit level, sub-committee level every month across the plants. Employees? involvement in the safety journey viz., safety observation and incident investigation are being encouraged for every incident and proper feedback is included in the procedures and standards. The standards and procedures implementation and the effectiveness of implementation are being reviewed by regularly scheduled audits. Training is being provided for all employees so as to make them aware of each standard and procedure All incidents are investigated and the relevant corrective, preventive actions are horizontally deployed across business units and plants. Your company rewards best safety performers on monthly basis. Best safety observers and best safety supervisor are rewarded once in three months period in the shop floor to encourage the employees? involvement in the safety journey. Practical training centers were installed across plants to create safety awareness and hands on training during induction period. Your company is dedicated to providing a safe environment for all its employees and contractors.

MD / CFO Certificate

The Managing Director and Chief Financial Officer have submitted a certificate integrity of the financial statements and other matters required under regulation 17(8) of the SEBI LODR.

Foreign Exchange Earnings & Outgo

The conservation of Energy, Technology Absorption and Foreign Exchange Earnings & outgo as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) rules, 2014 are provided in Annexure - VIII forming part of this report.

Business Responsibility & Sustainability Report (BRSR)

Your Company continues to prepare and disclose Business Responsibility and Sustainability Report (‘BRSR?) for the financial year 2024-25 on Environment, Social and Governance (ESG) parameters in the prescribed format and the same is provided in Annexure IX forming part of this report in terms of Regulation 34(2)(f) of SEBI LODR.

Other Disclosures a. There are no instances 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 b. The details regarding shares and dividend transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report c. The electronic copies of the 66th Annual Report and the Notice Convening the 66th AGM are being sent to all shareholders whose e-mail addresses are registered with the Company or their respective Depository Participants (‘DP?) to the Board on the in accordance with the circulars issued by the Ministry of Corporate Affairs (‘MCA?) read with circulars issued by the SEBI. The full Annual

Report is also available on website of the Company and also being disseminated to the stock exchanges. d. In compliance with Section 134(3)(a) and 92(3) of the Act, the the draft annual return of the Company as on March 31, 2025 is being uploaded on the website of the Company at www.wheelsindia.com. e. The Company has complied with the Standard, viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) read with Section 118(10) of the Act. f. As at March 31, 2025, the Company has neither filed any application nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016.

g. During the financial year, there was no change in the nature of business of the Company.

Acknowledgement

We thank our investors, customers, vendors, suppliers, bankers, regulatory and Government authorities, Reserve Bank of India, stock exchanges and other business associates for their continous assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.