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 COMPANY’S AFFAIRS:

(i) FINANCIAL RESULTS - STANDALONE AND CONSOLIDATED

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

(Amount ' in Lakhs)

(ii) STANDALONE FINANCIAL HIGHLIGHTS/SUMMARY

During FY 2024-25, total income of the Company was
' 1290 Crores as compared to ' 1,360 Crores in FY
2023-24, showing drop of about 5.15 %.

Profit before tax and Profit after tax were ' 39.11 Crores and
' 30.70 Crores respectively for the FY 2024-25 as against
' 62.23 Crores and ' 39.47 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
' 2,097 Crores as compared to ' 1,918 Crores in FY 2023¬
24, showing increase of about 8.54 %. Profit before tax and
Profit after tax were ' 46.39 Crores and ' 39.06 Crores
respectively for the FY 2024-25 as against ' 61.23 Crores
and ' 38.03 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 ' 795 Crores in
FY 2024-25 as against ' 559 Crores in FY 2023-24.

Profit before tax and Profit after tax of ICTPL were ' 17.39
Crore and ' 8.16 Crore respectively during FY 2024-25
as against profit of ' 10.23 Crore and ' (-) 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 Auditors' Report 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 Company's website URL:https://
munialauto.com/wp-content/uploads/2021/09/Dividend-
Distribution-Policy.pdf

ii. Declaration and Payment of Dividend

Considering the Company's financial performance, the
Board is pleased to recommend a dividend @ 50% i.e.
' 1/- on equity share of ' 2/- 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 ' 10 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
Company's 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 ' 20
Crore consisting of 10 Crore Equity Shares of ' 2/- 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 ' 2/- 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 re¬
appointment. 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 Company's Policy on Directors' appointment 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 director's 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 Company's overall governance framework,
systems and processes reflect and support its Mission, Vision
and Values. The Company's 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 ' 16.24 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 A' of 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 Company's website on www.munialauto.com.

The Company has spent ' 82 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 ' 75.14 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 2024¬
25.

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. DIRECTORS’ RESPONSIBILITY 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 Company's
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 arm's 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 arm's 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 ' 1,000 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
Company's 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 Company's 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
Directors' and Officers' liability 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 short¬
term 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
B' to this Report.

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

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

30. STAKEHOLDERS RELATIONSHIP COMMITTEE

The composition of the Stakeholders' Relationship Committee
(SRC) is in line with the Section 178 of the Act and Regulation
20 of the Listing Regulations. The Committee looks into investors'
grievances 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.

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 Company's code of conduct or ethics policy. The Vigil
Mechanism provides a mechanism for employees of the
Company to approach the Chairperson of the Audit Committee
for redressal. All persons have access to the Chairperson of the
Audit Committee. The policy of vigil mechanism is available on
the Company's 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 Company's
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 Window' is 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 D' and 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 Company's 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