Fiem Industries Ltd Directors Report

Dear Members,

The Directors of your Company have the pleasure in presenting the 37th Annual Report of the Company, along with standalone and consolidated audited financial statements for the financial year ended March 31, 2026. The standalone and consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs, as amended from time to time.

Financial Results: Standalone & Consolidated

The Directors Report is prepared on the basis of Standalone Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. However, this report also contains highlights of performance of subsidiaries and joint venture companies and their contribution to the overall performance of the Company during the period under review. Financials of following Wholly-owned Subsidiaries (WOS), and Joint Venture Company are consolidated in Consolidated Financial Statements.

SN	Name of Entity	Country of Incorporation	WOS/JV
1.	Fiem Research and Technology S.r.l (FRT)	Italy	WOS
2.	Fiem Industries Japan Co., Ltd.	Japan	WOS
3.	Fiem Kyowa (HK) Mould Company Limited	Hong Kong	50:50 JV

The key financial highlights of standalone and consolidated financials of your Company are as under:

(Rs in Lakh)

SN	Particulars	Standalone		Consolidated
		FY 2025- 26	FY 2024- 25	FY 2025- 26	FY 2024- 25
1	Income from Operations
	a) Net Sales	279065.46	240495.64	279213.96	240536.78
	b) Other Operating Income	2345.31	1724.38	2346.91	1724.38
	Total Income from operations (Net)	281410.77	242220.02	281560.87	242261.16
2	Total Expenses (Excluding dep. and finance cost)	242076.54	210146.76	241969.42	210041.50
3	Profit from operations before other income, finance costs, depreciation and exceptional items (1-2)	39334.23	32073.26	39591.45	32219.66
4	Add :- Other income	2078.51	1611.36	2078.89	1611.68
5	Profit from ordinary activities before finance costs, depreciation and exceptional items (3+4)	41412.74	33684.62	41670.34	33831.34
6	Less :- Finance costs	278.68	154.33	278.68	154.33
	Less :- Depreciation	7206.19	6389.88	7248.81	6426.17
7	Profit from ordinary activities after finance costs, depreciation but before exceptional items (5-6)	33927.87	27140.41	34142.85	27250.84
8	Exceptional Items	-	374.95	-	374.95
9	Profit/(Loss) from Ordinary Activities Before Tax (7+8)	33927.87	27515.36	34142.85	27625.79
10	Tax expense	8540.11	7101.56	8583.00	7129.31
11	Net Profit/(Loss) from Ordinary Activities After Tax (9- 10)	25387.76	20413.80	25559.85	20496.48
12	Share of profit/(loss) of associates	-	-	- 1.41	- 4.50
13	Profit after tax for the year after share of profit/loss of associate	25387.76	20413.80	25558.44	20491.98
14	Other comprehensive income/(loss) (net of tax)	- 91.65	- 145.50	- 91.65	- 145.50
15	Total other comprehensive income (net of tax)	25296.11	20268.30	25466.79	20346.48
16	Weighted Earnings Per Share (EPS) (in Rs.)	96.46	77.56	97.11	77.86

State of the Companys affairs and Business Review

Financial and Operational Review:

FY 2025-26 has marked an important milestone as industry production exceeded the pre-pandemic peak achieved in FY 2018-19. According to SIAM, the Indian automobile industry recorded healthy growth across all vehicle segments during FY2025–26. Passenger vehicle production reached 5.5 million units, reflecting a 9.4% year-on-year growth, driven by sustained demand for utility vehicles, increasing premiumization, and robust export performance. The two-wheeler segment registered a strong performance, with production rising to 26.7 million units, marking a 11.8% growth over the previous year. Three-wheeler production stood at 1.3 million units, recording an impressive 23.9% growth , while commercial vehicle production increased to 1.17 million units, registering a 13.1% year-on-year growth, supported by continued demand across key end-user sectors.

Against this backdrop, the Company has delivered its strongest performance to date. This achievement reflects the strength of the Company and its deep customer relationships, the resilience of business model, and the enduring value of the capabilities Company has built over the years.

The Companys financial performance highlights are as under:

For FY 2025-26, Company has achieved Net Sales of Rs. 2790.65 Crore as compared to Rs. 2404.96 Crore in previous financial year, representing a growth of 16.04%

EBIDTA for FY 2025-26 stood at Rs. 393.34 Crore, as compared to Rs. 320.73 Crore last year. This translates into an EBDITA margin of 14.09% for the FY 2025-26.

For FY 2025-26, PAT of the Company stood at Rs. 253.87 Crore as compared to Rs. 204.14 Crore during last financial year, which is higher by 24.36%.

As a percentage of total Automotive Lighting, the LED Lighting stands at 63% in FY 2025-26, as compared to 59% during last year.

As part of long-term commitment to responsible manufacturing, Company has started its journey into green power by rolling the rooftop solar and open-access renewable energy initiatives across the plants. At Hosur facility of the Company, around 65% of energy needs are being met through open access solar power, with a further 20% being added through wind energy. Company is in the process rolling renewable energy initiatives across other plants.

During the year, the Company has commissioned and inaugurated new state-of-the-art Electromagnetic Interference (EMI) and Electromagnetic Compatibility (EMC) Testing Laboratory at its R&D–Electronics, Innovation Centre & Corporate Office in Gurugram.

The facility has been established to support the Companys growing focus on automotive lighting electronics for two-wheelers and four-wheelers, particularly as LED lighting systems and electronic controls are becoming increasingly integral to modern automotive lighting solutions. The laboratory will

enable FIEM to conduct critical EMI and EMC validation tests in- house for automotive lighting products, ensuring compliance with automotive regulatory standards and OEM specifications.

The in-house facility will deliver following strategic benefits:

Enhanced Electronic Design capabilities for advanced automotive lighting systems.

Accelerated product development timelines, enabling faster project development.

Reduced Dependence on external testing facilities, improving efficiency and flexibility in product validation.

Strengthening of backward Integration in engineering and validation infrastructure.

Higher confidence of OEM customers through in-house testing & validation capabilities.

Update on Fire Incidents, Re-instatement and Insurance Rai Plant – Unit-VII:

On June 13, 2023, a fire incidence had happened in Rai Plant of the Company resulting in significant damage to stock, plant machinery, equipments etc. and part of the building.

The work of re-instatement of building, machines, equipments and other assets has already been completed during the financial year and assessment of insurance claim is in final stages. During FY 2024-25, Company had received two interim payments from insurance company, respectively for Rs. 30 Crore and Rs. 20 Crore each, totalling Rs. 50 Crore.

Tapukara Plant – Unit VIII:

Unfortunately, one fire incident happened on August 23, 2025 in Unit-VIII situated at Plot No. SP1-C, Industrial Area Tapukara, Distt. Alwar - 301707 (Rajasthan). Fortunately, there was no injury or loss of human life and the fire was controlled in few hours with the help of fire tenders. Majorly, the damage was contained to the First Floor of the building, and the damage has happened to building, plant & machinery, stocks and furniture etc.

The Ground Floor and Basement of the building, which have all major plant & machinery, production and assembly lines etc. were saved from fire and majorly remained unaffected. The Management took swift measures to resume the operations of the Unit at the earliest. On August 29, 2025, production has been resumed on undamaged floors (Ground Floor and Basement) of the building.

Reinstatement work of building construction, machines and equipment installation is under progress. Due to immediate requirement, production set-up for Bank Angle Sensor (BAS) and 4-Wheeler (especially for M&M), has been reinstated in Rai Plant and production has already been started in the month September, 2025.

The Company has initiated necessary procedure for insurance claim as Companys assets are adequately covered with the insurance. An estimated Claim of Rs. 82.30 Crore has been filed to the Insurer / Surveyor on January 30, 2026 and request for ad-hoc payment has also been made.

Dividend:

The Company has been consistently declaring higher dividends every year since listing. In line with the same, and in terms of Dividend Distribution Policy of the Company, the Board of Directors in its meeting held on May 30, 2026, had recommended a Final Dividend at the rate of 400% i.e. Rs. 40/- per equity share of Rs. 10/- each for the financial year ended on March 31, 2026. The Final Dividend payout is subject to approval of members at the ensuing Annual General Meeting of the Company. The Final Dividend, if approved by the members would involve a cash outflow of Rs 10527.86 Lakh.

Dividend Distribution Policy:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations), the Board of Directors had approved and adopted a Dividend Distribution Policy in its meeting held on 30th June, 2021.

The Dividend Distribution Policy is enclosed as Annexure-I. This Policy is also available under Investor section of website of the Company and can be viewed at the following link: https:// fiemindustries.com/dividend-distribution- policy/

Statutory disclosures as per provisions of Section 134 of the Companies Act, 2013 (the Act)

Annual Return

Company has placed a copy of the Annual Return on website of the Company, which can be seen at following link:

Number of meetings of the Board

Meetings of the Board are held on regular intervals to discuss and decide on various business policies, strategies, operational, financial and other matters. Due to business exigencies, the Board also approve some proposals through resolution passed by circulation from time to time.

During the financial year 2025-26, four (4) Board Meetings and one separate meeting of Independent Directors of the Company were held.

Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms an integral part of this Annual Report.

Directors Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

in the preparation of the Annual Accounts for the year ended March 31, 2026, the applicable accounting standards (IndAs) have been followed along with proper explanation relating to material departures, if any;

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 at end of Financial Year ended March 31, 2026 and of the Profit and Loss of the Company for that period;

the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for

safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

the Directors have prepared the Annual Financial Statements on a going concern basis;

the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating efficiently; and

the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including review of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

Independent Directors Declaration

The Company has received necessary declaration from each of Independent Director of the Company under Section 149(7) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), as amended, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

Directors Appointment Criteria and Remuneration Policy etc.

The Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of the Directors as well as Remuneration Policy for the Company as mandated under Section 178(3)/ (4) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

There has been no change in the Remuneration Policy of the Company during the year. The Remuneration Policy is enclosed as Annexure-II. This Policy is also available under Investor section of website of the Company and can be viewed at the following link:

Auditors and Auditors Reports

Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s Anil S Gupta & Associates, Chartered Accountants (Firm Registration No. 004061N), a partnership firm (Audit Firm) were appointed as Statutory Auditors of the Company at 33rd AGM of the Company held on August 24, 2022, for a term of 5 (five) years, starting from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2027.

Statutory Auditors Reports

The Auditors Reports given by M/s Anil S Gupta & Associates, Chartered Accountants, Statutory Auditors on the financial statements of the Company, both standalone and consolidated, for the financial year 2025-26 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Reports. Further, during the year under review, the Auditors have not reported any matter of offence of fraud under Section 143

(12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013 and in compliance with Regulation 24A of the SEBI Listing Regulations, M/s Ranjana Gupta & Associates, Company Secretaries were appointed as Secretarial Auditors of the Company at 36th AGM of the Company held on July 31, 2025, for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30.

Secretarial Audit Report

The Secretarial Audit under section 204 of Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as well as in compliance of Regulation 24A of the Listing Regulations was conducted by M/s Ranjana Gupta & Associates, Company Secretaries (C.P. No. 9920) for the financial year 2025-26. The Report in Form No. MR-3 given by the Secretarial Auditors is annexed as Annexure-III and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report for the year under review; hence no explanation by Directors is warranted.

In addition to above, Annual Secretarial Compliance Report for FY 2025-26 was also obtained from M/s Ranjana Gupta & Associates, Company Secretaries (C.P. No. 9920) and submitted to stock exchanges i.e. BSE and NSE within stipulated period, in compliance with Regulation 24A of Listing Regulations and as per format prescribed under SEBI Master Circular No. HO/49/14/14(7)2025-CFD- POD2/I/3762/2026 dated January 30, 2026.

During the year under review, the Secretarial Auditors have not reported any matter of offence of fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

Cost Auditor

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors in their meeting held on May 30, 2026 has re-appointed M/s Jay Narain & Co., Cost Accountants, Reg. No.-004576 (Proprietor, Mr. Jay Narain, Memb. No.-26054) as the Cost Auditor to conduct Cost Audit for the Financial Year 2026-27 at a remuneration of Rs. 3,50,000/-.

The Company had received his consent that his re-appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and he is not disqualified to be appointed as Cost Auditor.

The above remuneration needs to be ratified by the shareholders. The Notice of the ensuing Annual General Meeting of the Company has requisite resolution for ratification of remuneration of Cost Auditors by the members of the Company.

Particulars of Loans, Guarantees or Investments under Section 186

Details of the loans given, guarantees or securities provided (if any) and investments made by the Company along with their purposes, have been disclosed in the financial statements. Please refer to Note No. 41 in the standalone financial statement.

Contracts and Arrangements with Related Parties

All contracts/ arrangement/ transactions entered with Related Parties during the year under review were on arms length basis and in the ordinary course of business. Due approvals from Audit Committee were taken under the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder read with applicable Listing Regulations. As all the transactions with Related Parties during the year under review were on arms length basis and in the ordinary course of business, so no approval from Board was applicable.

During the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with Related Party Transactions Policy of the Company. Hence, no approval from shareholder required for any related party transaction during the year under review.

As all the transactions with Related Parties were on arms length basis and there was no material transaction during the year, hence disclosure in form AOC-2 in terms of Section 134(3)(h) of the Companies Act, 2013 are not required.

Further, during the year under review, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other Senior Management Personnel, which might have potential conflict with the interest of the Company at large.

Members may refer Note No. 41 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS. Your Company has formulated a policy on related party transactions. The policy is available on Companys website at

This policy provides the governing framework for review and approval of related party transactions. The web-link of the same has been provided in the Corporate Governance Report.

Transfer to Reserves

Your Company has transferred Rs.2550 Lakh to the General Reserve from the profits of the Company.

Material changes and commitment affecting financial position of the Company / Change in the Nature of the Business

No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2026 and the date of signing of this report.

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

Details of Energy Conservation, Technology Absorption, Research and Development and Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 are given in Annexure - IV to this Report.

Risk Management

Risk management is an important function considering the dynamic business environment in which Company operates. Risk management is an area of continuous focus across all functions and operations, so that risk mitigation can be implemented on immediate basis to minimize adverse effect of any emerging risk.

Company has framed a Risk Management Policy comprises the risk management framework and the same has been approved by the Board of Directors. The framework covers various categories of risks including market risk, cyber security risks, foreign currency exchange rate risk, natural calamities etc. and measures and controls that have been implemented to manage and prevent such risks and continuous improvement of systems and processes for risk management.

Companys risk management framework consider both external and internal risks to devise effective mitigation strategies. Risk identification, analysis, mitigation and monitoring are undertaken periodically by the Management and overseen by the Risk Management Committee. Several senior management team members are actively involved in the process.

A brief about the risks and concern is also given in the Management Discussion and Analysis Report.

Corporate Social Responsibility (CSR)

During the year, Companys CSR focus has remained on Women Empowerment, Menstrual Hygiene Management (MHM) awareness by way of extending the financial support for Sanitary Pad Projects set-up in previous years.

In its continued support for the programs connected to Women Empowerment and Menstrual Hygiene Management (MHM) awareness, company continued its support for successful running of Sanitary Pad Projects set-up in previous years for following Projects:

Sanitary Pad Project-Dehradun, Uttrakhand

Sanitary Pad Project- Delhi

Sanitary Pad Project-Ghaziabad, U.P.

Sanitary Pad Project-Hamirpur, H.P.

Sanitary Pad Project- Mayurbhanj, Orissa

Sanitary Pad Project-Phagwara, Punjab

Sanitary Pad Project- Saran, Bihar

Sanitary Pad Project-Solan, HP

Sanitary Pad Project-Kotdwar, UK

Sanitary Pad Project-Anantnag, J&K

Company also undertook other CSR programs in Medicare Support, Eye Operation Camp in Kutch, Gujarat, support in Disaster Relief etc.

Company is also setting-up one Skill & Training Centre in Delhi as an On-going CSR Project for three years. The Project started

in December, 2024 and targeted to be completed by November, 2027.

Further, salient features and brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR initiatives undertaken by the Company during the year are set out in Annexure-V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. For details regarding the CSR Committee, please refer the Corporate Governance Report, which forms part of Annual Report.

Annual Evaluation of the Performance of the Board, its Committees and Individual Directors

Performance Evaluation of Directors is aimed to use constructively as a mechanism to improve Boards effectiveness, maximize strengths and tackle weaknesses of Board members. It involves questionnaires to be filled by every Director about is own performance (self-assessment), performance of Board as whole, performance of Chairman and performance of respective Committee(s) where he/she is a member.

As per Performance Evaluation Framework of the Company read with Section 178(2) of the Act, initially, Nomination & Remuneration Committee (NRC) carry out the preliminary evaluation of every Directors performance which is subject to next level of evaluation by the Board and Independent Directors. the NRC conduct the performance evaluation of every Individual Director on the basis of filled questionaries received from all directors and opinions, inputs from NRC members and any other information as may be required by the NRC.

The outcome of NRC in respect of Independent Directors is subject to final evaluation by the Board. Outcome of NRC in respect of Non-Independent Directors is subject to final evaluation by the Independent Directors. Performance evaluation of Board as a whole as well as Chairman of the Board is also conducted by the Independent Directors. The performance evaluation of the Committees is conducted by the Board.

The final outcome is collated and presented before the NRC in its next meeting for its consideration as well as before the Board for noting and future reference.

Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under review.

During FY 2025-26, there was 1 Joint Venture Company (JVC) and 2 Wholly-owned subsidiaries (WOS) as listed in initial paragraph of this Report. The highlights of performance of JV and subsidiary companies are as under:

Fiem Kyowa (HK) Mould Company Limited:

This JV Company was formed in Hong Kong as 50:50 joint venture company with Kyowa Co., Ltd. of Japan. The purpose of setting up of JV was to engage in the business of high class moulds / tools for Automotive and other applications. There is no major investment in this company and this company is providing support for mould development for OEMs. The contribution / or impact on performance of Fiem Industries is very small.

The Financial highlights of Fiem Kyowa (HK) Mould Company is as under:

(Rs. in Lakh)

Particulars	FY 2025- 26	FY 2024- 25
% of shareholding	50%	50%
Total Income	33.96	9.84
Total Expenses	35.37	14.34
Profit or (loss) after tax	(1.41)	(4.50)
Total comprehensive income	(1.41)	(4.50)

Fiem Industries Japan Co., Ltd. (Wholly-owned Subsidiary):

This WOS was set-up in Japan as an extended arm of the Company for Design and R&D Services for new projects / products and liaison with Japanese customers like Honda, Suzuki and Yamaha etc. Fiem Industries Ltd. (India) is getting full support in above areas and activities are progressing at good scale. The financials of the subsidiary are as under:

Financial Highlights of Fiem Industries Japan Co. Ltd. (Japan):

(Rs. in Lakh)

Particulars	FY 2025- 26	FY 2024- 25
% of shareholding	100%	100%
Revenue	520.61	285.18
Total Income	520.84	285.20
Total expenses	415.67	246.66
Profit/(Loss) before taxation	105.17	38.54
Provision for taxation	10.19	6.57
Profit/ (Loss) after taxation	94.98	31.97

Fiem Research and Technology S.r.l. (Wholly-owned Subsidiary in Italy):

This Wholly-owned Subsidiary (WOS) was incorporated in Italy on December 17, 2018 and a Design Centre was set-up under this Company in Turin, Italy. Fiem Industries is getting Design Services from this WOS on regular basis on LED Automotive and other Lamps for esteemed OEM customers. This is a wholly-owned subsidiary and providing Design Services to Fiem Industries only, so working like an extended arm of Fiem Industries for Design Services.

Financial Highlights of Fiem Research and Technology

S.r.l (Italy)

(Rs. in Lakh)

Particulars	FY 2025- 26	FY 2024- 25
% of shareholding	100%	100%
Total Income	1364.41	1094.09
Total expenses	1254.61	1022.19
Profit/(Loss) before taxation	109.80	71.90
Provision for taxation	32.71	21.18
Profit/ (Loss) after taxation	77.09	50.72

The financial position of the subsidiaries and Joint Venture Company is also given in AOC-1 in the financial statements.

Other statutory disclosures as required under Rule 8(5) of the Companies (Accounts) Rules, 2014

Financial summary/ highlights of the Company are already mentioned in the beginning of the Report.

There is no change in the nature of business of the Company during the year under review.

Change in Directors and Key Managerial Personnel:

Pursuant to provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mr. Rahul Jain, Joint Managing Director and Ms. Aanchal Jain, Whole time Director of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment and they are not disqualified under Section 164 of the Companies Act, 2013. The details of Directors being proposed for re- appointment as required under the Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting of the Company. The Board recommend to the shareholders for re-appointment of above Directors.

On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 30, 2026, have re-designated and appointed Mr.

J.K. Jain (DIN:00013356), as Executive Chairman (Key Managerial Personnel) of the Company in the Category of Whole-time Director w.e.f. June 1, 2026 till the completion of his current term i.e. till August 6, 2030, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company by way of Special Resolution.

On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 30, 2026, has re-designated and appointed Mr. Rahul Jain (DIN:00013566), as Managing Director (Key Managerial Personnel) of the Company, w.e.f. June 1, 2026 till the completion of his current term i.e., till September 30, 2030, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 30, 2026, has re-designated Ms. Aanchal Jain (DIN: 00013350) as Joint Managing Director in the category of Whole-time Director of the Company, w.e.f. June 1, 2026 and also approved her re-appointment for the next term of 5 years effective from April 1, 2027, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 30, 2026, has re-appointed Mrs. Seema Jain (DIN: 00013523), as Whole-time Director of the Company for a term of 5 years effective from April 1, 2027, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company by way of Special Resolution.

On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 30, 2026, has re-appointed Mr. K.R. Yadav (DIN: 02379958), as Whole-time Director of the Company for a term of 3 years effective from October 25, 2026, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company by way of Special Resolution.

The requisite details of Directors being proposed for appointment / re-appointment / change in designation are provided in the Notice convening the ensuing Annual General Meeting of the Company. Board of Directors recommend the shareholders to approve the respective resolution contained in the Notice of AGM.

Mr. Vineet Sahni (DIN: 03616096), CEO & Whole-time Director (Key Managerial Personnel) of the Company, has resigned from the Directorship of the Company on May 19, 2026. In his resignation letter, he cited personal reasons and decision to pursue other interests. The Board, in its meeting held on May 30, 2026, accepted his resignation from the position of CEO & Whole-time Director (Key Managerial Personnel) w.e.f. the end of day on May 31, 2026.

The Board of Directors placed on record its deep appreciation for the valuable contributions made by Mr. Vineet Sahni during his tenure and wished him success in his future endeavours.

During the year, Mr. J.K. Jain, Chairman & Managing Director, Mr. Vineet Sahni, CEO & Whole-time Director, Mr. O.P. Gupta, Chief Financial Officer and Mr. Arvind K. Chauhan, Company Secretary remained Key Managerial Personnel of the Company within the meaning of Section 203 of the Act.

During the financial year 2025-26, no new company become Subsidiary, Joint venture Company or Associate of the Company. The details of subsidiary and joint venture companies already provided in the preceding paragraphs.

Statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the Independent Directors appointed during the year (inserted vide amendment effective from July 14, 2025).

No new Independent Director was appointed during the year under review and neither proposed in the ensuing Annual General Meeting. Hence, the statement required under Rule 8(5)

(iiia) of the Companies (Accounts) Rules, 2014 (as amended), is not applicable.

However, as a matter of robust corporate governance and good practice, the Board has reviewed the composition of its existing Independent Directors. In the opinion of the Board, all existing Independent Directors continue to possess the high standards of integrity, expertise, and rich experience necessary to guide the Company effectively.

Furthermore, with respect to proficiency (as explained under the newly inserted amended instant Rule) all the current Independent Directors either have passed the online proficiency self-assessment test conducted by the Indian Institute of Corporate Affairs under Section 150(1) of the Companies Act, 2013 or exempt from taking this test, due to their experience and qualification.

Please refer to the Corporate Governance Report annexed to this Boards Report for specific skills / expertise matrix for existing Independent Directors.

Details relating to Deposits:

The Company has not accepted any Deposit from public within the meaning of the Companies (Acceptance of Deposit) Rules, 1975 or Chapter V of the Companies Act, 2013 and as such there was no outstanding as on the date of the balance sheet on account of principal or interest on deposits from public.

Following are the additional details relating to Deposits as required under Rule 8(5) of the Companies (Accounts) Rules, 2014 (inserted vide amendment effective from July 14, 2025).:

(a)	accepted during the year;	: Nil
(b)	remained unpaid or unclaimed as at the end of the year;	: Nil
(c)	whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and the total amount involved-	: NA
	(i) at the beginning of the year;	: Nil
	(ii) maximum during the year;	: Nil
	(iii) at the end of the year;	: Nil
	(vi) the details of deposits which are not in compliance with the requirements of Chapter V of the Act;	: NA

No significant and material orders were passed by any Regulator or Court or Tribunal impacting the going concern status and Companys operations in future.

Details in respect of adequacy of internal financial controls with reference to the Financial Statement:

The Company has in place adequate internal financial controls, which are commensurate to size and operations of the Company. During the year, no area of concern, continuing failure or major weakness was observed.

It is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

It is confirmed that the Company has complied with provisions relating to the constitution of Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act).

The disclosure in relation to POSH Act are as under (inserted vide amendment effective from July 14, 2025):

Sr.	Particulars	Nos.
(a)	Number of complaints of sexual harassment received during the year	Nil
(b)	Number of complaints disposed o_ during the year	Nil
(c)	Number of cases pending for more than ninety days	Nil

It is confirmed that during the year under review, no complaints were received under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention and Control) Act, 2017.

It is confirmed that there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

It is confirmed that no settlements have been done with banks or financial institutions.

Statement by the company with respect to the compliance of the provisions relating to the Maternity Benefit Act 1961 (inserted vide amendment effective from July 14, 2025): The Company is compliant with the applicable provisions of the Maternity Benefit Act, 1961 (subsumed under The Code on Social Security, 2020) and has policies, systems and processes in place to ensure ongoing compliance.

Other disclosures required under provisions of the Companies Act, 2013 and the Listing Regulations, as may be applicable:

As per provisions of Section 177(8) of the Act, composition of the Audit Committee has been disclosed under Corporate Governance Report. The Board, during the year under review, had accepted all the recommendation made to it by the Audit Committee.

Establishment of vigil mechanism as per provision of Section 177(10) of the Act: Company has already in place a vigil mechanism namely, Whistle Blower Policy. The details of the same are reported under Corporate Governance Report.

The details about the ratio of remuneration of each director to the median remuneration of the employees of the Company pursuant to Section 197(12) of the Act

read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is provided in Annexure-VI, forming part of this Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules, forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may request the same to Company at .

Disclosure as required under Section 62(1)(b) of the Act read with Sub-rule 9 of Rule 12 of the Companies (Share and Capital Debentures) Rules, 2014, are not applicable, as during the year no shares were issued under ESOS / ESOP or under sweat equity scheme.

Disclosure as required under Section 43(a)(ii) of the Act read with Sub-rule 4 of Rule 4 of the Companies (Share and Capital Debentures) Rules, 2014, are not applicable as during the year no equity shares with differential rights as to dividend, voting or otherwise were issued.

Neither the Managing Director nor any Whole-time Director (including JMDs and CEO) of the Company receive any remuneration or commission from any of its subsidiaries, hence no such disclosure applicable.

The Company duly complied the applicable Secretarial Standards (SS) i.e. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

Corporate Governance Report and Management Discussion & Analysis Report

Pursuant to Listing Regulations, Management Discussion & Analysis Report, Report on Corporate Governance, Certificate on Corporate Governance issued by Practicing Company Secretary and the declaration by the Chairman & Managing Director regarding affirmation for compliance with the Companys Code of Conduct forms part of the Annual Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of the Listing Regulations, Business Responsibility and Sustainability Report forms part of Annual Report.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 (the Act) read with IndAS, the audited consolidated financial statements are provided in the Annual Report. The financial statements of Wholly-owned Subsidiary companies and JV Company are consolidated with the financial statements of the Company.

Acknowledgement

The Board of Directors extends its sincere appreciation to the Companys valued OEM customers for their continued trust and partnership, which have been instrumental to the Companys growth and strong market position in the automotive lighting industry.

The Board likewise thanks its employees, whose commitment to excellence remains the cornerstone of the Companys success; its suppliers, dealers, business partners and government authorities, for their ongoing support and collaboration, vital to the Companys progress and resilience; and its shareholders and investors, for their unwavering confidence in the Companys vision, leadership and long-term strategy.

Furthermore, the Board acknowledges the co operation of local communities and other stakeholders, whose encouragement and goodwill reinforce the Companys commitment to responsible and sustainable growth.

For and on behalf of the Board of

Fiem Industries Limited

Place: Gurugram

Dated: 30/05/2026

Sd/-

( J. K. Jain ) Chairman & Managing Director

(DIN: 00013356)