Munjal Auto Industries Ltd Directors Report

Dear Members,

Your Directors are pleased to present 40^th Annual Report together with the audited financial statements for the financial year ended March 31, 2025.

1. THE STATE OF COMPANYS AFFAIRS:

(i) FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED

The Companys financial performance for the year ended March 31, 2025 is summarized below: -

(Amount RSin Lakhs)

	Standalone		Consolidated
Particulars	Year ended March 31, 2025	Year ended March 31, 2024	Year ended March 31, 2025	Year ended March 31, 2024
Revenue from operations	1,27,052.45	1,32,242.27	2,06,637.20	1,88,176.18
Other income	1,950.56	3,734.37	3,100.63	3,606.54
Total Income	1,29,003.01	1,35,976.64	2,09,737.83	1,91,782.72
Profit before depreciation, exceptional item and tax (Less): Depreciation Add/(Less): Exceptional item	6,023.28 (2112.13)	8,201.57 (1,978.38)	11,740.25 (5910.44) (1,190.47)	12,888.52 (5,571.97) (1,192.81)
Profit before Tax	3,911.15	6,223.18	4,639.34	6,123.74
Add/(Less): Taxation - Current year	(1,140.30)	(1,369.42)	(1775.10)	(1,806.15)
- Earlier years	(33.66)	(82.96)	238.36	(82.97)
- Deferred tax	333.37	(823.85)	804.11	(431.68)
Profit after tax	3,070.56	3,946.93	3,906.71	3,802.93
Attributable to:
Add /(Less):Non-Controlling Interest	-	-	267.58	46.08
Shareholders of the Company	3,070.56	3,946.93	3639.16	3,849.01
Opening balance for retained earnings	37,299.28	35,352.37	38296.26	34,447.25
(Less):Dividend	(2,000.00)	(2,000.00)	(2000.00)	(2,000.00)
Closing balance for retained earnings	38,369.87	37,299.28	37935.42	36296.26
Earnings per share (in )	3.07	3.95	3.64	3.85

(ii) STANDALONE FINANCIAL HIGHLIGHTS/SUMMARY

During FY 2024-25, total income of the Company was RS1290 Crores as compared to RS1,360 Crores in FY 2023-24, showing drop of about 5.15 %.

Profit before tax and Profit after tax were RS39.11 Crores and RS30.70 Crores respectively for the FY 2024-25 as against RS62.23 Crores and RS39.47 Crores respectively in in FY 2023-24 which can be mainly attributed to reduction of other income.

(iii) CONSOLIDATED FINANCIAL HIGHLIGHTS/ SUMMARY

During FY 2024-25, total income of the Company was RS2,097 Crores as compared to RS1,918 Crores in FY 202324, showing increase of about 8.54 %. Profit before tax and Profit after tax were RS46.39 Crores and RS39.06 Crores respectively for the FY 2024-25 as against RS61.23 Crores and RS38.03 Crores respectively in FY 2023-24.

2. PERFORMANCE AND CONTRIBUTION OF SUBSIDIARY

(i) PERFORMANCE OF SUBSIDIARY

Revenue from operations of Indutch Composites Technology Private Limited (ICTPL) was RS795 Crores in FY 2024-25 as against RS559 Crores in FY 2023-24.

Profit before tax and Profit after tax of ICTPL were RS17.39 Crore and RS8.16 Crore respectively during FY 2024-25 as against profit of RS10.23 Crore and RS(-) 2.14 Crore respectively in FY 2023-24.

(ii) CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING CONTRIBUTION TO OVERALL PERFORMANCE OF THE COMPANY)

The consolidated financial statements of the Company are prepared in accordance with the Indian Accounting Standards (Ind AS) - 110 on Consolidated Financial Statements, Section 129 of the Companies Act, 2013 (“the Act”) read with the Companies (Accounts) Rules, 2014 and Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (“the Listing Regulations”) along with a separate statement containing the salient features of the financial performance of its subsidiary in the prescribed form. The audited consolidated financial statements together with AuditorsRSReport form part of the Annual Report and reflect the contribution of the subsidiary to the overall performance of the Company.

3. DIVIDEND

i. Dividend Distribution Policy

The Board of Directors of the Company has formulated a Dividend Distribution Policy (the Policy) in accordance with the regulation 43A of the listing regulations. The Policy is available on the Companys website URL:https:// munialauto.com/wp-content/uploads/2021/09/Dividend- Distribution-Policy.pdf

ii. Declaration and Payment of Dividend

Considering the Companys financial performance, the Board is pleased to recommend a dividend @ 50% i.e. RS1/- on equity share of RS2/- each for the financial year ended March 31, 2025. The Board has recommended such dividend based on the parameters laid down in the Policy and dividend will be paid out of the profits for the year.

The said dividend, if approved by the Members at the ensuing Annual General Meeting (the AGM”) will be paid to those Members whose name appears on the register of Members (including Beneficial Owners) of the Company as at the end of August 14, 2025. The said dividend, if approved by the Members, would involve cash outflow of RS10 crore, resulting in a payout of 32.57% of the standalone net profit of the Company for FY 2024-25.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the IncomeTax Act, 1961.

iii. Book Closure and Record Date

The Register of Members and Share Transfer Books of the Company will be closed from August 15, 2025, to August 25, 2025, (both days inclusive) and the Company has fixed August 14,2025, as the “Record Date” for the purpose of determining the entitlement of Members to receive final dividend for the financial year ended March 31, 2025.

4. CHANGE IN NATURE OF BUSINESS

During FY 2024-25, there was no change in the nature of Companys business.

5. CAPACITY UTILIZATION & PLANT OPERATIONS

During FY 2024-25, your Company focused on optimizing investments and ensuring business continuity to enhance market share across various platforms.

All four units of the Company, located at Waghodia in Gujarat, Bawal as well as Dharuhera in Haryana and Haridwar in Uttarakhand are running well and continue to operate at a satisfactory level of efficiency. We are pleased to inform you that new plant located at Sanand, Gujarat is functioning smoothly.

6. CHANGES IN CAPITAL STRUCTURE

The paid-up equity capital as on March 31, 2025 stood at RS20 Crore consisting of 10 Crore Equity Shares of RS2/- each with no change as compared to previous financial year.

The Company has not issued any equity shares during the year. Accordingly, the Company is neither required to furnish any information in respect of issue of equity shares with differential rights pursuant to Rule 4(4) of Companies (Share Capital and Debentures) Rules, 2014 (SCD Rules) nor in respect of issue of Employees Stock Option pursuant to Rule 12(9) of SCD Rules nor in respect of issue of Sweat Equity Shares pursuant to Rule 12(9) of SCD Rules. The Company has only one class of equity shares with face value of RS2/- each, ranking pari- passu.

7. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) In terms of applicable provisions of the Act and the Articles of Association of the Company, Mrs. Anju Munjal, Director of the Company retires by rotation at the ensuing annual general meeting and being eligible, offers herself for reappointment. Her reappointment is recommended by the Nomination and Remuneration Committee. Brief resume and other details of Mrs. Anju Munjal, who is proposed to

be re-appointed as a Director of your Company, have been furnished in Annexure-A to the notice of the ensuing annual general meeting.

ii) The Board of Directors at its meeting held on April 24, 2025, on the recommendation of Nomination and Remuneration Committee, re-appointed Mrs. Avi Sabavala, (DIN 08246256) w.e.f., April 1, 2025, as Non-Executive Independent Director of the Company for a second term of 5 (five) years i.e., upto March 31, 2030, in accordance with Sections 149, 152, 161, Schedule IV and other applicable provisions of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014, the SEBI Listing Regulations [including any statutory modification(s) and/or re-enactment(s) thereof for the time being in force] and the Articles of Association of the Company, even if Mrs. Avi Sabavala would attain the age of 75 years, not liable to retire by rotation, subject to the approval of the shareholders through Special Resolution.

8. POLICY FOR NOMINATION AND APPOINTMENT OF DIRECTORS

The Companys Policy on DirectorsRSappointment and remuneration and other matters provided in Section 178(3) of the Act (salient features) has been briefly disclosed hereunder and in the Report on Corporate Governance, which is a part of this Report.

Selection and procedure for nomination and appointment of Directors

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a directors appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates vis-a-vis the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

Criteria for determining qualifications, positive attributes and independence of a Director

In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

- Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

- Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behavior, communication skills and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

- Independence - A Director will be considered independent if he / she meets the criteria laid down in Section 149(6) of the Act and the Rules framed thereunder read with https://munjalauto.com/finance/key-policies.

9. ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

The annual evaluation process of the Board of Directors, individual Directors and Committees was conducted in accordance with the provision of the Act and the SEBI Listing Regulations.

The Board evaluated its performance after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.(SEBI)

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 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.

10. QUALITY

Your Company is focusing on quality, right from new product development stage such as design of processes, manufacturing of tools, fixtures & dies, to ensure quality output. This is the attribute of your Company which has enabled it to sustain as a consistent quality producer over the years.

11. FINANCE

Your Company continued to focus on operational improvement. Continuing focus on managing optimal levels of inventory, sound business performance, operating efficiencies in various segments of business and cost saving drive across the organization have helped it generating smooth cash flow from operations.

Your Company continues to enjoy excellent credit ratings for both long and short tenure borrowings and maintains impeccable debt-servicing track record, which helps it retain excellent rapport with all of its bankers.

12. CORPORATE GOVERNANCE

The Company follows the best governance practices to boost long-term shareholder value and respect minority rights. The Company considers the same as its inherent responsibility to disclose timely and accurate information to its stakeholders regarding its operations and performance, as well as the leadership and governance of the Company.

The Company is committed to the Code of Conduct which articulates values and ideals that guide and govern the conduct of the Company as well as its employees in all matters relating to business. The Companys overall governance framework, systems and processes reflect and support its Mission, Vision and Values. The Companys governance guidelines cover aspects mainly relating to the composition and role of the Board, Chairman and Directors, Board diversity etc. of the Board.

Certificate of Corporate Governance and Non-Disqualification of Directors, issued by Secretarial Auditor of the Company is attached to the Corporate Governance Report as Annexure III and Annexure IV respectively.

13. TRANSFER TO GENERAL RESERVE

The Company is not required to transfer any amount to its reserves. Accordingly, no amount has been transferred to General Reserve of the Company.

14. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, your Company has transferred unpaid/unclaimed dividend amounting to RS16.24 Lakhs for FY 2016-17 and related 73834 shares to the Investor Education and Protection Fund Authority (IEPF) of the Central Government of India.

15. CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure ARSof this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report. CSR Policy is available on the Companys website on www.munialauto.com.

The Company has spent RS82 Lakhs as against the amount required to be spent on CSR activities during the year under review in accordance with the provisions of Section 135 of the Act of RS75.14 Lakhs.

16. POLICY RELATING TO

(a) Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee (ICC) is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are supposed to adhere to and conduct themselves as prescribed in this policy.

The summary of sexual harassment complaints received and disposed off during the financial yearis as under:

- Number of Complaints Received - Nil

(b) Disclosure under Maternity Benefit Act, 1961

In compliance with Rules 8(5)(xiii) of the Companies (Accounts) Rules, 2014, as amended by the Companies (Accounts) Second Amendment Rules, 2025 (effective July, 14, 2025), the Board hereby confirms that the Company has fully complied with all applicable provisions of the Maternity Benefit Act, 1961.

The Number of Maternity case is nil during the FY 202425.

17. DEPOSITS

Your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 for the year ended March 31, 2025.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the FY 2024-25, your Company has not given any guarantees or securities within the meaning of the provisions of Section 186 of the Act.

However, the aggregate of loans and advances granted, as also investments made, if any are within the limits of Section 186 of the Act and have been disclosed in financial statements.

19. DIRECTORSRSRESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a) In the preparation of the annual accounts financial year ended March 31, 2025, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) they have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 and loss of the Company for the financial year ended March 31, 2025 under review;

c) they 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;

d) they have prepared the annual accounts for the financial year ended March 31, 2025 on a going concern basis;

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

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

20. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

In line with the requirements of the Companies Act, 2013 (the Act) and Listing Regulations, the Company has formulated a Policy on Related Party Transactions (RPT Policy) for identifying, reviewing, approving and monitoring of Related Party Transactions and the same is available on the Companys website at https://www.munialauto.com/wp-content/uploads/2018/ 08/Related-Party-Transaction-Policy..pdf.

All related party transactions entered into during FY 2024-25 were on arms length basis and in the ordinary course of business and were reviewed and approved by the Audit Committee. With a view to ensuring continuity of day-to-day operations, an omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arms length basis. A statement giving details of all related party transactions entered pursuant to the omnibus approval sogranted is placed before the Audit Committee on a quarterly basis for its review.

As per the Listing Regulations, if any Related Party Transaction (RPT) exceeds RS1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as Material Related Party Transactions and would require Members approval. In this regard, there were no Material Related Party Transactions with any of its related parties as per the Act. Therefore, the disclosure of the Related Party Transactions as required under Section 134(3)(h) of the Act in AOC-2 is not applicable to the Company for FY 2024-25 and, hence, the same is not required to be provided.

In terms of Regulation 23 of the SEBI Listing Regulations, the Company submits details of related party transactions on a consolidated basis as per the specified format to the stock exchanges on a half-yearly basis. The details of the transactions with related parties are provided in the accompanying Financial Statements.

21. HOLDING/SUBSIDIARY COMPANY

During the FY 2024-25, Thakurdevi Investments Private Limited (TDIPL) continues to be holding Company of the Company, holding 74.81% Equity Share Capital of the Company.

During the FY 2024-25, Indutch Composites Technology Pvt. Ltd. (ICTPL) continues to be subsidiary company. Munjal Auto Industries Limited continues to hold 68% Equity Share Capital of ICTPL. The annual accounts of subsidiary companies are available on the website of the Company viz. www.munialauto.com.

There are no associates or joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (“Act”). There has been no material change in the nature of the business of the holding or subsidiary.

The Board of Directors of your Company (the Board) has approved a policy for determining material subsidiaries. Indutch Composites Technology Pvt. Ltd. is material subsidiary company. The Policy on material subsidiaries can be viewed on the Companys websitehttps://munialauto.com/finance/reg-46- disclosure/.

22. AUDIT COMMITTEE RECOMMENDATIONS

During the FY 2024-25, the Board has accepted all recommendations of Audit Committee and accordingly no disclosure is required to be made in respect of non-acceptance of any recommendation of the Audit Committee by the Board.

23. INTERNAL FINANCIAL CONTROL

Internal financial control systems of the Company are commensurate with its size and the nature of its operations. These have been designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable accounting standards and relevant statutes, safeguarding assets from unauthorized use, executing transactions with proper authorization and ensuring compliance with corporate policies. The Company has a well-defined delegation of authority with specified limits for approval of expenditure, both capital and revenue.

The Audit Committee deliberated with the members of the Management, considered the systems as laid down and met the internal audit team and statutory auditors to ascertain their views on the internal financial control systems. The Audit Committee satisfied itself as to the adequacy and effectiveness of the internal financial control systems as laid down and kept the Board of Directors informed. However, the Company

recognizes that no matter how the internal control framework is, it has inherent limitations and accordingly, periodic audits and reviews ensure that such systems are updated on regular intervals.

24. INSURANCE

Your Companys assets are adequately insured against multiple risks from fire, riot, earthquake, terrorism and other risks, which are considered necessary by the Management.

As an additional coverage, a Public Liability Insurance Policy is also in place to cover public liability, if any, arising out of any industrial accidents. The Company has also covered the DirectorsRSand OfficersRSliability under the Act to meet with any eventuality.

25. RATINGS FOR BORROWING

ICRA, the rating agency has reaffirmed AA- with stable outlook for the long-term ratings for bank facilities and A1 + the shortterm rating for short term bank facilities and commercial paper of your Company vide letter dated July 31, 2024. The aforesaid rating is valid till June 30, 2025.

26. AUDITORS

I. Statutory Auditors

The Company at its 37^th AGM held on September 16, 2022 appointed K. C. Mehta & Co., LLP, Chartered Accountants, Vadodara, as Statutory Auditors of the Company for a second term of 5 consecutive years commencing from the conclusion of ensuing 37^th Annual General Meeting until the conclusion of 42^nd Annual General Meeting of the Company to be held in 2027.

II. Internal Auditors

CNK & Associates LLP, Chartered Accountants, Vadodara, have been appointed as Internal Auditors of the Company in terms of Section 138 of the Companies Act, 2013 and rules and regulations, made thereunder, for the Financial Year 2025-26 by the Board of Directors, upon recommendation of the Audit Committee.

III. Secretarial Auditors

As required under Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company is required to appoint a Secretarial Auditor for auditing secretarial and related records of the Company.

The Secretarial Audit Report for the year 2024-25, given by M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara is attached as Annexure BRSto this Report.

In compliance with Regulation 24A (1A) SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015 [SEBI (LODR)], Third Amendment dated December 12,

2024, The Board at its meeting held on May 28, 2025has appointed M/s. Devesh Pathak & Associates, Practising Company Secretaries, Vadodara (Peer Reviewed No. 1412/2021) as Secretarial Auditors for five yearsw.e.f. April 1, 2025 subject to approval of shareholders at ensuing Annual General Meeting.

IV. Cost Records and Audit

The Company is neither required to maintain Cost Records nor required to appoint Cost Auditor pursuant to Section 148 of the Act and rules framed thereunder.

27. EXPLANATIONS/COMMENTS ON STATUTORY AUDITORSRSREPORT & SECRETARIAL AUDITORSRSREPORT

Neither the Statutory Auditors nor the Secretarial Auditors of the Company, in their respective Draft reports, have made any qualifications, reservations, adverse remarks or disclaimers. Accordingly, no explanations/ comments thereon are required to be furnished.

28. AUDIT COMMITTEE

The composition of the Audit Committee is in line with the provisions of Section 177 of the Act read with Regulation 18 of the Listing Regulations. The Chairman of the Audit Committee is an Independent Director. The Audit Committee of the Board provides reassurance to the Board on the existence of an effective internal control environment that ensures the efficiency and effectiveness of the operations of the Company and safeguarding of assets and adequacy of provisions for all liabilities. Further details on the Audit Committee and its terms of reference etc. have been furnished in Corporate Governance Report.

Sr. No.	Name of Director	Chairman/Member
1.	Mr. Sunil Chinubhai Vakil	Chairman
2.	Mr. Atul Haribhai Patel	Member
3.	Mrs. Avi Sabawala	Member
4.	Mr. Sudhir Kumar Munjal	Member

29. NOMINATION AND REMUNERATION COMMITTEE

The composition of the Nomination and Remuneration Committee (NRC) is in line with the Section 178 of the Act read with Regulation 19 of the Listing Regulations. The Committee determines overall Companys Policy on remuneration packages and other terms and conditions of the appointment of the Executive Directors and senior management of the Company as well as sitting fees to the Non-Executive Directors of the Company and also to approve payment of remuneration to

Managing Director and Whole Time Directors as decided by the members of the Company and recommends to the Board of Directors for their consideration and approval. The details of meetings and their attendance are included in the Corporate Governance Report.

Sr.	Name of Director	Chairman/Member
No.
1.	Mr. Atul Haribhai Patel	Chairman
2.	Mr. Sunil Chinubhai Vakil	Member
3.	Mr. Sudhir Kumar Munjal	Member

30. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the StakeholdersRSRelationship Committee (SRC) is in line with the Section 178 of the Act and Regulation 20 of the Listing Regulations. The Committee looks into investorsRSgrievances arising out of issues regarding share transfers, dividends, dematerialization and related matters, evaluating performance and service standards of the Registrar and Share Transfer Agent and takes requisite action(s) to redress the same. The details of meetings and their attendance are included in Corporate Governance Report.

Sr. No.	Name of Director	Chairman/Member
1.	Mrs. Avi Sabawala	Chairperson
2.	Mr. Sameer Subhash Khera	Member
3.	Mr. Anuj Munjal	Member

31. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and rules framed thereunder either to the Company or to the Central Government.

32. ANNUAL RETURN ON THE WEBSITE

Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return for FY 2024-25 is uploaded on the website of the Company at https://munialauto.com/finance/annual-reports.

33. CODE OF CONDUCT

The Code of Conduct is applicable to the members of the Board and all designated employees in the course of day to day business operations of the Company. The Code laid down by the Board is known as “Code of Conduct and Fair Disclosure of Unpublished Price Sensitive Information” which forms an Appendix to the Code of Conduct of the Company which is in line with SEBI (Prohibition of Insider Trading) Regulation, 2018.

The Company has received affirmations from Board members as well as senior management confirming their compliance with the said Code for FY 2024-25.

The Code lays down the standard procedure of business conduct

which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place in business practices and dealing with stakeholders. All the Board members and the senior management personnel have confirmed their compliance with the Code. All management personnel are being provided appropriate training in this regard.

34. WHISTLE BLOWER POLICY / VIGIL MECHANISM

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 Code of Conduct (CoC), 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 CoC cannot be undermined.

Pursuant to Section 177(9) of the Act, read with Regulation 22 of the Listing Regulations 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 Companys 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 for redressal. All persons have access to the Chairperson of the Audit Committee. The policy of vigil mechanism is available on the Companys website at URL: https://www.munialauto.com/wp- content/uploads/2018/08/Whistle-Blower-Policy..pdf.

35. PREVENTION OF INSIDER TRADING

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading WindowRSis closed. The Board is responsible for implementation of the code. All Directors and the designated employees have confirmed compliance with the code.

36. BOARD MEETINGS

Five meetings of the Board of Directors were held during the financial year 2024-25. Details of the composition of the Board and its committees and of the meeting held, attendance of the Directors of such meetings and other relevant details are provided in the Corporate Governance Report.

37. RISK MANAGEMENT POLICY

Your Company has constituted a Risk Management Committee as per Regulation 21 of the Listing Regulations to frame, implement, monitor and review the Risk Management plan and to ensure its effectiveness to address their short term, medium term and long terms risks. Further, your Company has established procedures to periodically place before the Board, the risk assessment and minimization procedures being followed by the Company and

steps taken by it to mitigate these risks while the SEBI (LODR) Regulations mandate RMC only for top 1000 listed entities.

38. CHANGES AND COMMITMENTS

There has been no material change/ commitment affecting the financial position of the Company during the period from the end of the financial year on March 31,2025, to the date of the Report.

39. PARTICULARS OF EMPLYOEES

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 is annexed to this report as Annexure C. The information as per Rule 5(2) of the Rules forms part of this report. However, in terms of provisions of Section 136 of the Companies Act, 2013, 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) 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.

40. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Listing Regulations, is enclosed as Annexure DRSand forms part of this report.

41. INDUSTRIAL RELATIONS

Industrial relations have remained cordial throughout the year in the Company at its all units.

42. ENVIRONMENT, HEALTH, SAFETY AND SOCIAL RESPONSIBILITY

The Company has always been conscious of the need to conserve energy in its manufacturing plants and to protect environment. Energy conservation is achieved through optimized consumption of power and fossil fuels and improvements in energy productivity through Energy Conservation (ENCON) projects, which contributes in reduction in operational costs and climate change mitigation through reduction in greenhouse gases.

Your Company is environment-conscious and committed to making a positive contribution to the communities where it operates. The Company has been proactively pursuing measures and reaching out to the communities surrounding the areas of its operations by extending support and lending a helping hand to some very credible social institutions that are committed to address social causes.

43. CONSERVATION OF ENERGY / TECHNOLOGY ABSORPTION AS WELL AS FOREIGN EXCHANGE EARNINGS AND OUTGO

The information required under Section 134(3)(m) of the Act read with rules made thereunder is annexed to this report as ‘Annexure E.

44. BUSINESS RESPONSIBILITY SUSTAINIBILITY REPORT

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time, mandates the top 1000 Listed Companies by market capitalisation to include Business Responsibility Report (“BR Report”) in their Annual Report.

Your Company falls under the top 2000 Listed Companies by market capitalisation. Accordingly, a BR Report describing the initiatives taken by the Company from an environmental, social and governance perspective, does not forms part of this Report.

45. REMUNERATION POLICY

Pursuant to provisions of the Act, the Nomination and Remuneration Committee (NRC) of your Board has formulated a Remuneration Policy for the appointment and determination of remuneration of the Directors, Key Managerial Personnel, Senior Management and other employees. The NRC has developed criteria for determining the qualification, positive attributes and independence of Directors and for making payments to Executive and Non- Executive Directors. The remuneration policy of the Company can also be viewed at the website of the Company i.e. www.munjalauto.com.

46. STATUTORY DISCLOSURES

Your Directors state that there being no transactions with respect to following items during the year under review, no disclosure or reporting is required in respect of the following matters:

i. No Deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

ii. No Issue of equity shares with differential rights as to dividend, voting or otherwise.

iii. No Issue of shares (including sweat equity shares) to employees of your Company under any scheme.

iv. No receipt of remuneration or commission by the Managing Director nor the Whole-time Directors of your Company from its subsidiaries.

v. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

vi. No Buy-back of shares or financial assistance under Section 67(3).

vii. No application was made or any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

viii. No settlements have been done with banks or financial institutions.

47. COMPLIANCES WITH APPLICABLE SECRETARIAL STANDARDS

The Company is fully compliant with the applicable Secretarial Standards (SS) viz. SS-1 & SS-2 on Meetings of Board of Directors and General Meetings respectively.

48. (A) STATEMENT ON DECLARATION GIVEN BY

INDEPENDENT DIRECTORS UNDER SECTION 149(6) OF THE ACT

The Board of Directors hereby declares that all the independent directors duly appointed by the Company have given the declaration and they meet criteria of independence as provided under Section 149(6) of the Act.

(B) A STATEMENT WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

Your Directors are of the opinion that Independent Directors of the Company are of high integrity and suitable expertise as well as experience (including proficiency).

ACKNOWLEDGEMENTS

The Board of Directors express their sincere thanks to all of its Stakeholders, including, inter alia, Suppliers, Vendors, Investors and Bankers and appreciation to all its customers for their consistent, abiding support throughout the year.

Your Company also records its appreciation of the contributions made by employees at all levels. Their commitment, cooperation and support are indeed the backbone of all endeavors of the Company.

The Company would like to gratefully acknowledge support/guidance of Government of India and especially Goods and Services Tax (GST) Department, Income Tax Department, Industrial & Labour Departments, Government of Gujarat, Government of Haryana, Government of Uttarakhand and other government agencies, the Company has been receiving over the years and is looking forward to their continued support/guidance in times to come.

For and on behalf of the Board of Directors Munjal Auto Industries Limited

Sudhir Kumar Munjal

Date : May 28, 2025 Chairman & Managing Director

Place : Gurugram DIN : 00084080