The Board of Directors present their Report together with
the Audited Financial Statements of CIE Automotive India
Limited (formerly known as Mahindra CIE Automotive
Limited) ('the Company') for the Financial Year ended
31^st December, 2024 (the financial year under review).

A. FINANCIAL SUMMARY AND HIGHLIGHTS

During the financial year under review, total standalone
income of the Company was ' 47,362.70 Million as
against ' 47,202.52 Million for the previous year. Profit
before Interest, Depreciation, Exceptional Items and Tax
was ' 9,047.46 Million as against ' 8,632.27 Million for the
previous financial year. The profit before exceptional
items & tax for the financial year under review was
' 7,494.13 Million as against ' 7,165.25 Million for the
previous financial year.

There have been no material changes and commitments,
affecting the financial position of the Company which
have occurred between the end of the financial year
under review and the date of this Report.

Dividend

The extant Dividend Distribution Policy provided that the
dividend pay-out will be determined based on available
financial resources, business environment, funds required

for organic as well as inorganic growth and other factors
which will ensure optimal shareholder return. Within these
parameters, the Company would endeavour to maintain
a total dividend pay-out ratio of upto 25% of the Annual
Consolidated Profit After Tax (Consolidated PAT) of the
Company for the corresponding year.

The Board of Directors of the Company at its meeting
held on 20^th February, 2025, reviewed the Dividend
Distribution Policy of the Company, especially the
Financial Parameters that shall be considered while
declaring dividend. After Considering strong cash flows
and operational performance, the internal and external
factors as provided in the Dividend Distribution Policy,
the Board considered it appropriate to enhance the
dividend pay-out ratio from upto 25% to upto 33% of the
Consolidated PAT.

In accordance with the same, the Board is pleased to
recommend dividend of ' 7/- (Rupees Seven only) per
equity share of face value of ' 10/- for the financial year
under review out of the Standalone Profit After Tax of the
Company for the financial year under review. The final
dividend for the financial year ended 31^st December, 2024
would absorb a sum of ' 2,655.54 Million.

Dividend will be payable, subject to approval of
members at the ensuing 26^th Annual General Meeting
and deduction of tax at source, as may be applicable, to
those members or their mandates whose names appear
as Beneficial Owners as per the data made available
by National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) or as
members in the Register of Members as on the close of
business hours of Wednesday, 23^rd April, 2025.

Transfer to Reserves

The Board of Directors has decided not to transfer any
amount to the General Reserve for the year under review.

B. OPERATIONAL PERFORMANCE - THE COMPANY AND
SUBSIDIARIES

India

The light vehicle market growth slowed down to single
digits vis-a-vis CY 23 while, the two wheeler market
experienced a revival growing by double digits. The
overall market (for our mix of segments) grew marginally
in CY24 (4.2%), and our business growth was in line with
that. EBITDA Margins in the India business improved (17.9%
in CY24 v/s 16.7% in CY23) through focus on initiatives like
increasing labour productivity using smart automation,
improving asset utilisation by optimising working capital,
enhancing machine throughput and using flexible
machines. To keep expanding the order book, emphasis
is on improving new product development with higher
value add and the skills required for it. The Indian market
is expected to grow in the medium term and we continue
to expand capacities across business verticals.

Europe

The growth in the European automotive industry slowed
in CY24 as compared to CY23. The automotive industry

is dealing with rising costs, uncertainty around transition
to Electric Vehicles (EVs) and competition from cheaper
Chinese imports. There are also concerns around CAFE
norms, the penalties of which have kicked in from 1^st
January, 2025. The Company has taken proactive
corrective measures to optimize cost in line with the
current market situation. The strategy is to protect EBITDA
margins (16.1% in CY24) as much as possible and focus
on cash generation in Europe.

C. INVESTOR RELATIONS (IR)

The Company strives for excellence in its investor relations
(“IR") engagement with international and domestic
investors. There is a structured conference call every
quarter to discuss published results. The management
has periodic interactions with the financial community
including investors and analysts, through individual
meetings and investor conferences. The Company
participated in several investors meets, conferences and
roadshows organized by reputed global and domestic
broking houses, during the year. It is ensured that critical
information related to the Company is uploaded on the
Company's website and made available to the stock
exchanges so that they can be accessed easily and
equally by all.

D. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated total Income of the Company (from
continued operations) for the financial year under review
stood at ' 91,037.14 Million as against ' 93,623.59 Million
in the previous year. Profit before Interest, Depreciation,
Exceptional Items and Tax (from continued operations)
for the financial year under review stood at ' 14,902.19
Million as against ' 15,059 Million for the previous year.
The profit before exceptional items & tax for the financial
year under review (from continued operation) stood at
' 10,846.73 Million for the financial year under review as
against ' 10,758.51 Million in for the previous year.

The subsidiary companies continue to contribute to the
overall growth of the Company.

CIE Galfor S.A.'s consolidated revenue from continued
operations (excluding intercompany transactions) was
' 32,144.57 Million for the financial year under review
as compared to ' 33,818.39 Million in the previous year.
The consolidated net profit after tax from continued
operations (excluding intercompany transactions) for
the financial year under review was ' 2,346.83 Million as
compared to ' 3,064.90 Million in the previous year.

CIE Aluminium Casting India Limited (formerly known
as Aurangabad Electricals Limited), revenue from
operations (excluding intercompany transactions) was '
11,503.51 Million during the financial year under review as
compared to ' 10,315.90 Million in the previous year and
the net profit after tax for the financial year under review
(excluding intercompany transactions) was ' 1,076.10
Million as compared to ' 791.50 Million in the previous
year.

CIE Hosur Limited's revenue from operations (excluding
intercompany transactions) was ' 1,392.98 Million during

the financial year under review and the net loss after tax
for the year stood at ' (148.75) Million.

The Company's consolidated revenue from the
continuing operations was ' 89,640.67 Million for the
financial year under review, of which about 49.09% was
derived from the Subsidiaries whereas about 50.91% was
derived from operations of the Company.

The Consolidated Financial Statement of the Company
and of all the Subsidiaries and associate companies, for
the financial year ended 31^st December, 2024 prepared
in accordance with the Companies Act, 2013 (hereinafter
referred to as “the Act") and applicable Accounting
Standards and the Auditors' Report thereon forms a part
of the Annual Report of 2024.

In accordance with Section 136 of the Act, separate
annual accounts in respect of each of the Subsidiaries
are uploaded on the website of the Company and is
accessible at the web-link: https://www.cie-india.com/
subsidiaries-annual-reports.html and soft copies of the
same shall be provided to shareholders of the Company
on request for such copies.

Subsidiary Companies

As on 31^st December, 2024, the Company has 9 subsidiaries
namely CIE Galfor S.A.U. (Spain), CIE Legazpi S.A. (Spain),
UAB CIE LT Forge (Lithuania), CIE Forging Germany GmbH
(Germany), Metalcastello S.p.A. (Italy), Bill Forge de
Mexico S. A. de. CV (Mexico), BF Precision Private Limited
(India) (under voluntary liquidation), CIE Aluminium
Casting India Limited (formerly known as Aurangabad
Electricals Limited) (India) and CIE Hosur Limited (India).

Except CIE Forging Germany GmbH and BF Precision
Private Limited, all other subsidiaries are operational.

Update on voluntary liquidation of BF Precision Private
Limited (BFPPL)

The liquidation process of BFPPL has been completed
and the liquidator has filed requisite application for its
dissolution before the Hon'ble National Company Law
Tribunal, Chennai Bench ('NCLT') on 19^th September, 2024
in accordance with the Insolvency and Bankruptcy Code,
2016 read with Insolvency and Bankruptcy Board of India
(Voluntary Liquidation Process) Regulations, 2017. The
matter came up before the Hon'ble NCLT, Chennai bench
(Court II) on 10^th February, 2025. After hearing the matter
in detail, the court reserved the matter for orders.

Associate Companies

The Company (including its subsidiaries) had Nine
Associates as on 31^st December, 2024 namely Clean Max
Deneb Power LLP (Deneb), Sunbarn Renewables Private
Limited (Sunbarn), Renew Surya Alok Private Limited
(Renew), Gescrap India Private Limited (Gescrap),
Strongsun Solar Private Limited (Strongsun), Sunseed
Solar Private Limited (Sunseed), Galfor Eolica SL, Ojha
Renewables Private Limited (Ojha) and ReNew Green
(MHK Two) Private Limited (ReNew MHK Two). The
Company does not have any joint-venture.

During the financial year under review, ReNew Green
(MHK Two) Private Limited (ReNew MHK Two) became
an Associate of the Company w.e.f. 29^th October, 2024
and Ojha Renewables Private Limited (Ojha) became an
Associate of CIE Hosur Limited w.e.f. 25^th April, 2024.

Sunseed Solar Private Limited (Sunseed) is an Associate
of CIE Aluminium Casting India Limited and Galfor Eolica

S.L. is an Associate Company of CIE Galfor S.A.

The Company and its subsidiaries have been taking
various steps to optimize its power cost and to increase
the proportion of green energy in the total energy
consumption of the Company. The investments in
Deneb, Sunbarn, Strongsun, Renew, Sunseed, Ojha and
ReNew MHK Two are in furtherance of this objective. All
these entities are major contributors for use of renewable
source of energy in operations of the Company and its
subsidiaries in India and will also results in savings in
energy cost.

Gescrap is engaged in metal recycling and total waste
management in India. The investment is made with the
objective of preventing disruption in supply/demand of
scrap for the business divisions of the Company and to
enhance transparency and add best practices to scrap
management in the group.

A Report on the performance and financial position
of each of the subsidiaries and associate companies
included in the Consolidated Financial Statement and
their contribution to the overall performance of the
Company is provided in Note No. 39 of the Consolidated
Financial Statements of the Company and in Form AOC-1
attached to the Financial Statements.

The Company has formulated a Policy for determining
Material Subsidiaries and Governance Requirements in
respect of Subsidiaries and the same has been uploaded
on the website of the Company and is accessible at the
web-link: https://www.cie-india.com/governance3.
html#Policies

Credit Rating

During the year under review ICRA Limited, a Credit
Rating Agency, reviewed the credit rating assigned for
various bank facilities being fund based/non-fund based
working capital facilities. Basis the review, ICRA have re¬
affirmed the long-term rating at [ICRA]AA (pronounced
ICRA double a). ICRA has also reaffirmed the short-term
rating at [ICRA]A1 (pronounced ICRA A one plus). The
outlook on the long-term rating was reaffirmed as Stable.

Further, since there was no outstanding amount against
the commercial paper, as per the request of the
Company, the rating has been reaffirmed by ICRA and
the same stands withdrawn as per ICRA's letter dated
April 23, 2024.

The details of the Credit Ratings are uploaded on
the website of the Company and is accessible at the
web-link:

https://www.cie-india.com/periodic-public-

information8.html#Credit-Rating

The Company has not been identified as a “Large
Corporate" as per the criteria specified under Chapter
XII of SEBI Master circular no. SEBI/HO/DDHS/PoDl/p/
CIR/2024/54 dated 22^nd May, 2024.

E INTERNAL FINANCIAL CONTROLS

The Company has put in place adequate internal
financial controls commensurate with the size and
complexity of its operations. The internal controls
ensure the reliability of data and financial information
and accountability of assets.

The Company uses ERP System as a business enabler
and to maintain its books of accounts. The transactional
controls built in ERP System provide segregation of
duties, appropriate level of approval mechanism
and maintenance of supporting records. It is further
supplemented by documented policies, guidelines and
procedures. These are reviewed by the management
regularly and strengthened wherever required. These
systems and controls are subject to internal audit
program arrived at basis risk review and approved by
the Audit Committee. Action plan is prepared by the
management for all the audit findings and the same is
reviewed by the Audit Committee periodically.

The controls have been assessed during the year under
review, basis guidance note issued by the Institute of
Chartered Accountants of India on Audit of Internal
Financial Controls over Financial Reporting. Based on
the results of such assessments carried out by the
management, no reportable or significant deficiencies,
no material weakness in the design or operation of
any control was observed. Nonetheless, the Company
recognizes that any internal control framework, no
matter how well designed, has inherent limitations and
in a dynamic environment needs continuous review and
upgrade.

F. MANAGEMENT DISCUSSION AND ANALYSIS

Management discussion and analysis of financial
condition and results of operations of the Company
along-with the performance and financial position of
each of the Subsidiaries is provided in the Management
Discussion and Analysis Report which forms part of the
Annual Report-2024.

G. CONTRACTS OR ARRANGEMENTS WITH RELATED
PARTIES

Details of the related party transactions entered into by
the Company is provided in Note No. 31 of the Notes to the
Standalone Financial Statements for the financial year
under review.

All transactions entered into with Related Parties of the
Company, during the year under review, were in ordinary
course of business and were transacted at arm's length
basis.

Except the Holding Company of the Company, the
Company did not have any person or entity belonging
to the promoter/promoter group which held 10% or more
shareholding during the financial year under review.

Further, the Company had entered into Material Related
Party Transactions i.e., transactions exceeding 10% of the
annual consolidated turnover as per the last audited
financial statements of the Company with Mahindra
& Mahindra Limited (M&M). These transactions were in
Ordinary Course of Business of the Company and were
at arm's length basis. The details of these transactions,
as required to be provided under Section 134(3)(h) of
the Act, are disclosed in Form AOC-2 as Annexure I and
forms part of this Report.

The Policy on materiality of and dealing with Related
Party Transactions as approved by the Board is uploaded
on the website of the Company and is accessible at
the web-link: https://www.cie-india.com/governance3.
html#Policies

H. PARTICULARS OF INVESTMENTS, LOANS,
GUARANTEES And sECURITIEs

Particulars of investments made by the Company, as
required under Section 186 of the Act, are provided in
Note No. 8 of the Notes to the Standalone Financial
Statements of the Company for the for the financial year
under review.

Further, disclosure required pursuant to Regulation
34(3) read with Part A of Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 (hereinafter referred to as “the Listing Regulations”)
in respect of loans or advances in the nature of loans given
by the Company to its Subsidiaries is provided at the end
of this report. Apart from the loans or advances in the
nature of loans given to the Subsidiaries of the Company
as provided at the end of its report, the Company has
not provided any loans or advances in the nature of
loans to any of its Associates or any other person or body
corporate including to any firms/body corporates in
which Directors of the Company are interested.

The particulars of loans given by the Company, as
required under Section 186 of the Act, are also provided
in Note No. 8B of the Notes to the Standalone Financial
Statement of the Company for the for the financial year
under review.

During the year under review, the Company has not
provided any guarantee or security in connection with
the loan to any other person or body corporate.

I. PUBLIC DEPoSITS

The Company has not accepted any deposits under
Chapter V of the Companies Act, 2013 during the year
under review.

J. AUDIToRS
Statutory Auditors Report

The members of the Company at the 23^rd Annual
General Meeting (AGM) had appointed M/s. B S R & Co.
LLP, Chartered Accountants (B S R LLP) (ICAI Firm No.
101248W/W - 100022) as the Statutory Auditors of the
Company to hold office from the conclusion of 23^rd AGM

for a term of consecutive five years till the conclusion of
28^th AGM of the Company to be held in the year 2027.

The Auditor's Report on the Financial Statement for
the year ended 31^st December, 2024, is unmodified i.e.,
it does not contain any qualification, reservation or
adverse remark disclaimer and notes thereto are self¬
explanatory and do not require any explanations.

Secretarial Audit's Report

Pursuant to the provisions of Section 204 of the Act
and the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board had
appointed Mr. Sachin Bhagwat, Practicing Company
Secretary (Certificate of Practice No. 6029), Secretarial
Auditor to undertake the Secretarial Audit for the Financial
Year ended 31^st December, 2024 and issue a Secretarial
Audit Report in accordance with Section 204 of the Act
and Regulation 24A of the Listing Regulations.

The Secretarial Audit Report for the Financial Year ended
31^st December, 2024, issued as aforesaid, is appended to
this Report as Annexure II. The report does not contain any
qualification, reservation, adverse remark or disclaimer.

Secretarial Audit Report of Material Unlisted Indian
Subsidiary

CIE Aluminium Casting India Limited (formerly known
as Aurangabad Electricals Limited) (CIEALCAST), is a
Material Unlisted Subsidiary of the Company in India.
The Secretarial Audit of CIEALCAST for the financial year
ended 31^st December, 2024 was carried out pursuant to
Section 204 of the Act by Mr. Sachin Bhagwat, Practicing
Company Secretary (Certificate of Practice No. 6029).
The Secretarial Auditor's Report of CIEALCAST, does not
contain any qualification, reservation, adverse remark
or disclaimer and the same is enclosed herewith as
Annexure III in accordance with Regulation 24A of the
Listing Regulations.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report issued by
Mr. Sachin Bhagwat, Practicing Company Secretary
(Certificate of Practice No. 6029) in accordance with
Regulation 24A of the Listing Regulations read with
Circulars issued thereunder by Securities and Exchanges
Board of India has been submitted to the Stock Exchanges
within the prescribed timelines. The report does not
contain any observation, reservation, adverse remark or
disclaimer.

The same is also uploaded on the website of the
Company and is accessible at the web-link:

https://www.cie-india.com/documents-and-disclosure.

html#Secretarial-Compliance-Report

Secretarial Auditors

The Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) (Third
Amendment) Regulations, 2024 notified vide SEBI circular
No. SEBI/LAD-NRO/GN/2024/218 inter-alia prescribes

detailed norms for the appointment, re-appointment,
and removal of Secretarial Auditors in listed entities and
its material Indian subsidiaries. All the appointments or
continuation of Secretarial Auditors w.e.f. 1^st April, 2025
must be as per these norms.

In accordance with the Regulation 24A(1)(b) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended by SEBI (Listing Obligations
and Disclosure Requirements) (Third Amendment)
Regulations, 2024 (the Listing Regulations), the Board
of Directors of the Company at its meeting held on 20^th
February, 2025 considered the matter of appointment of
the Secretarial Auditor and have approved and proposed
to the members for their consideration and apporval
at the ensuing 26^th Annual General Meeting (agm),
appointment of M/s SVD & Associates (Firm Registration
No. P2013MH075200) as the Secretarial Auditors of the
Company for a term of five consecutive years to conduct
the Secretarial Audit of five consecutive financial
years respectively ending on 31^st December, 2025, 31^st
December, 2026, 31^st December, 2027, 31^st December,
2028 and 31^st December, 2029 (the Term) and to issue
(i) the Secretarial Audit Report under Section 204 of the
Companies Act 2013 for the Term and (ii) the Secretarial
Audit Reports under Regulation 24A(1)(a) of the Listing
Regulations for the Term. Accordingly, a resolution
seeking Members' apporval for appointment of M/s. SVD
& Associates (Firm Registration No. P2013MH075200) as
the Secretarial Auditors of the Company is placed before
the members for their consideration at the 26^th Annual
General Meeting.

Cost Records

During the year under review, the Company maintained
cost accounts and records as required under Section 148
of the Act, read with the Companies (Cost Records and
Audit) Rules, 2014 as amended.

Cost Auditors

The Board had appointed Messrs. Dhananjay V. Joshi &
Associates, Cost Accountants, Pune, (Firm Registration
Number 000030) as Cost Auditor for conducting the
audit of Cost Records of the Company for Financial year
ended 31^st December, 2024.

In accordance with Section 148 of the Act, the Board of
Directors of the Company, on recommendation of the
Audit Committee, re-appointed Messrs. Dhananjay
V. Joshi & Associates, Cost Accountants, Pune (Firm
Registration Number 000030) as the Cost Auditors of the
Company to conduct the Audit of the Cost Accounting
Records maintained by the Company for the Financial
Year ending 31^st December, 2025. Messrs. Dhananjay V.
Joshi & Associates have confirmed that their appointment
is within the limits of Section 141(3)(g) of the Act and have
also certified that they are free from any disqualifications
specified under section 141(3) read with Section 148(5) of
the Act.

As per the provisions of the Act, the remuneration payable
to the Cost Auditor is required to be placed before the
Members in a General Meeting for their ratification.
Accordingly, a resolution seeking Members' ratification

for the remuneration payable to Messrs. Dhananjay
V. Joshi & Associates, Cost Auditors is placed before
the members for their consideration at the 26^th Annual
General Meeting.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors,
the Cost Auditors and the Secretarial Auditor have
not reported any instance of fraud committed in the
Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Act, details of
which needs to be mentioned in this Report.

k. transfer of amounts to investor education
AND protection FUND

In accordance with Section 124 of the Act and rules made
thereunder, the details in relation to unclaimed amounts
of dividend declared for the Financial Year ended 31^st
December, 2021, 31^st December, 2022 and 31^st December,
2023 that were transferred to Unclaimed Dividend
Account along-with a statement containing the names,
last known addresses, the unpaid dividend to be paid to
each person and the date when such unpaid Dividend is
due for transfer to the Investor Education and Protection
Fund (IEPF) has been placed on the website of the
Company and the same is accessible at the web-link:
https://www.cie-india.com/periodic-public-
information8.html#IEPF

During the year under review, the Company was not
required to transfer any amount to IEPF.

Further, details of all the unclaimed amounts transferred
by the Company to IEPF in earlier years are uploaded on
the website of the Company and is accessible under the
sub-tab 'Unclaimed Amount Transferred to IEPF' at the
web-link:

https://www.cie-india.com/periodic-public-
information8.html#IEPF and is also available on the
website of IEPF.

No claim lies against the Company in respect of these
unclaimed amounts.

For any claims that are lodged with IEPF for unclaimed
amounts, the Company has nominated Mr. Pankaj V.
Goyal, the Company Secretary, Chief Compliance Officer
and Head-Legal of the Company as Nodal Officer for
the purposes of verification of claims and coordination
with Investor Education and Protection Fund Authority as
required under Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 as amended from time to time, the Contact details
of the Nodal Officer are available on the website of the
Company at the aforementioned web-link.

L. EMPLoYEEs

Key Managerial Personnel (KMP)

During the financial year, the following officers were
the Key Managerial Personnel of the Company in
accordance with Section 203 of the Act read with Section

2(51) of the Act and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

1. Mr. Ander Arenaza - Executive Director and Group
CEO

2. Mr. Manoj Menon - Executive Director and CEO

3. Mr. Sunil Narke - Chief Executive Officer - Forgings
Division (w.e.f. 1^st April, 2024)

4. Mr. Hari Krishnan - Chief Executive Officer - Forgings
and Bill Forge Division (upto 31^st March, 2024)

5. Mr. Rahul Desai - CEO - Stampings, MPD and
Composites Division (from 2^nd May, 2024 till 19^th
February, 2025)

6. Mr. Rajendra Vadlapudi - CEO - Iron Casting Division
(w.e.f. 2^nd May, 2024)

7. Mr. K. Jayaprakash - Chief Financial Officer

8. Mr. Pankaj V. Goyal - Company Secretary, Chief
Compliance Officer and Head-Legal

The Board of Directors of the Company, on the
recommendation of the Nomination and Remuneration
Committee at its Meetings held on 02^nd May, 2024 reviewed
the Organizational Structure and Succession plan and
approved certain changes in the Organizational Structure
of the Company to build a stronger leadership pipeline to
support the long-term growth strategy of the Company.
Mr. Ander Arenaza was redesignated as “Executive
Director and Group CEO" by way of his appointment as
“Chief Executive Officer" of the Company under Section
203(1)(i) of the Companies Act, 2013, with effect from 02^nd
May, 2024. Mr. Rahul Desai and Mr. Rajendra Vadlapudi
were promoted and were respectively appointed as
'CEO - Stampings, Magnetics Products and Composites
Divisions' and CEO - Iron Casting Division w.e.f. 2^nd May,
2024. Both Mr. Desai and Mr. Vadlapudi continued to
report to Mr. Manoj Menon, who was redesignated as
“Executive Director and CEO" from “Executive Director
and CEO - Iron Casting, Stampings, Composites, MPD
and Gears Divisions" w.e.f. 2^nd May, 2024.

Mr. Hari Krishnan had tendered his resignation and
ceased to be CEO - Forgings and Billforge Division w.e.f.
31^st March, 2024 and accordingly he ceased to be Key
Managerial Personnel of the Company. After the close
of the financial year, Mr. Rahul Desai has tendered his
resignation from his position as CEO - Stampings, MPD
and Composites Divisions of the Company with effect
from close of business hours on 19^th February, 2025 and
accordingly he ceased to be Key Managerial Personnel
of the Company.

Details regarding the aforementioned changes is
available on website of the Company at the weblink:
https://www.cie-india.com/periodic-public-
information8.html#Stock-Exchange-Communication

Particulars of Employees and related disclosures

Disclosures with respect to the remuneration of Directors,
KMPs and employees as required under Section 197(12) of

the Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014,
as amended, are given in Annexure IV to this Report.

Further, as required under the provisions of Section 197(12)
of the Act read with Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, a statement
including the names and other details of the top ten
employees in terms of remuneration drawn and the name
of every employee, who were in receipt of remuneration
not less than ' 10,200,000/- per annum during the year
ended 31^st December, 2024 or employees who were
employed for a part of the Financial Year and were in
receipt of remuneration of not less than ' 8,50,000/- per
month during any part of the said year is annexed as
Annexure V to this report.

The Company had no employee who was employed
throughout the Financial Year or part thereof and was
in receipt of remuneration, which in the aggregate, or
as the case may be, at a rate which, in the aggregate,
is in excess of that drawn by the Managing Director or
Whole-Time Director or Manager and holds by himself or
along with his spouse and dependent children, not less
than 2% of the equity shares of the Company.

Industrial Relations

The relationship between the Management and Worker's
Union continued to remain cordial.

The Management Discussion and Analysis Report gives
an overview of the developments in Human Resources/
Industrial Relations during the year.

m. board and committees
Retirement by rotation

Mr. Manoj Mullassery Menon (DIN: 07642469) is liable to
retire by rotation and being eligible, have offered himself
for re-appointment at the 26^th Annual General Meeting of
the Company.

Re-appointment of Executive Directors

The Board of Directors at its meeting held on
20^th February, 2025, on recommendation of nomination
and remuneration committee, have approved
re-appointments of Mr. Ander Arenaza Alvarez
(DIN: 07591785) and Mr. Manoj Mullassery Menon
(DIN: 07642469) as Whole-time Director (designated
as Executive Director) of the Company for a period of
3 (Three) years with effect from 13^th September, 2025 and
17^th October, 2025 respectively and have recommended
the same to the members for their approval at the
ensuing Annual General Meeting.

Changes in Board during the year under review

Completion of term of appointment of Independent
Directors

Mr. Manojkumar Madangopal Maheshwari (DIN:00012341)
completed his term of appointment as Independent

Director of the Company on close of business hours on
28^th September, 2024 and ceased to be Independent
Director of the Company from 29^th September, 2024. Mr.
Suhail Amin Nathani (DIN: 01089938) completed his term
of appointment as Independent Director of the Company
on close of business hours on 11^th December, 2024 and
ceased to be Independent Director of the Company from
12^th December, 2024.

The Board of Directors of the Company places on
record its sincere appreciation of the contributions
Mr. Maheshwari and Mr. Nathani made towards the
success of the Company during their tenure.

Re-appointment of Independent Director

During the year under review, the Board at its meeting
held on 19^th February, 2024, on recommendation
of the Nomination and Remuneration Committee,
recommended the re-appointment of Mr. Alan Savio
D'Silva Picardo (DIN: 08513835) and Mrs. Roxana Meda
Inoriza (DIN: 08520545), as the Independent Directors
of the Company for consideration and approval of the
member.

The Members of the Company at the 25^th Annual
General Meeting held on 20^th June, 2024, approved the
re-appointment of Mr. Alan Savio D'Silva Picardo and
Ms. Roxana Meda Inoriza as an Independent Directors to
hold the office of the Independent Directors for the second
term of Five consecutive years from 29^th September, 2024
to 28^th September, 2029.

Appointment of Independent Director

During the year under review, the Board at its
meeting held on 2^nd May, 2024, on recommendation
of the Nomination and Remuneration Committee,
recommended the appointment of Dr. Nuria Gisbert
Trejo (DIN: 10607049) as an Independent Director of
the Company for consideration and approval of the
member. The Members of the Company at the 25^th Annual
General Meeting held on 20^th June, 2024, approved her
appointment as Independent Director to hold the office
of the Independent Director for the first term of Five
consecutive years from 1^st July, 2024 to 30^th June, 2029.

Resignation from Directorship

During the year under review, Mr. Jesus Maria Herrera
Barandiaran (DIN:06705854), Non-Executive Director of
the Company tendered his resignation as Director of the
Company with effect from close of working hours on 20^th
June, 2024 and ceased to be Non-Executive Director of
the Company w.e.f. 21^st June, 2024.

The Board of Directors of the Company placed on record
its sincere appreciation of the contributions Mr. Herrera
made towards the success of the Company during his
tenure.

Declaration of the Independent Directors

In accordance with Section 149(7) of the Act and
Regulation 25(8) of the Listing Regulations, all the
Independent Directors have submitted declarations

confirming that they meet the criteria as mentioned in
Regulation 16(1)(b) of the Listing Regulations and Section
149(6) of the Act. The Independent Directors have also
confirmed that they are not aware of any circumstance or
situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge
their duties with an objective independent judgement
and without any external influence. Further, the Board
after taking these declaration/disclosures on record and
acknowledging the veracity of the same, opined that
the Independent Directors of the Company, including
the Independent Director appointed during the year, are
persons of integrity and possess the relevant expertise
and experience (including the proficiency), fulfils the
conditions specified in the Listing Regulations and the
Act for appointment of Independent Directors and are
Independent of the Management.

Directors' Responsibility statement

Pursuant to Section 134(5) of the Act, the Board of
Directors, based on the representation received from the
Operating Management and after due enquiry, confirm
that:

a) in the preparation of the annual accounts for
the financial year ended 31^st December, 2024,
the applicable accounting standards had been
followed along with proper explanation relating to
material departures;

b) the Directors had 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 at the end of the
financial year ended on 31^st December, 2024 and of
the profit and loss of the Company for that financial
year ended on that date;

c) the Directors had taken proper and sufficient care
for the maintenance of adequate accounting
records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets
of the Company and for preventing and detecting
fraud and other irregularities;

d) the Directors had prepared the annual accounts on
a going concern basis;

e) the Directors had laid down internal financial
controls to be followed by the Company and that
such internal financial controls are adequate and
were operating effectively during the financial year
ended 31^st December, 2024;

f) the Directors had devised proper systems to ensure
compliance with the provisions of all applicable
laws and that such systems were adequate and
operating effectively during the financial year
ended 31^st December, 2024.

Board, Committee and Annual General Meeting

A calendar of Meetings is prepared and circulated in
advance to the Directors.

The Board of Directors of the Company met Five times
during the financial year under review on 19^th February,
2024, 02^nd May, 2024, 18^th July, 2024, 24^th October, 2024 and
09^th December, 2024. The 25^th Annual General Meeting of
the Company was held on 20^th June, 2024 through Video
Conference (“VC") / Other Audio Visual Means (“OAVM")
without the physical presence of the Members at a
common venue.

Details of attendance of meetings of the Board, its
Committees and the AGM are included in the Report on
Corporate Governance, which forms part of the Annual
Report-2024.

Meeting of Independent Directors

The Independent Directors of the Company met on 16^th
February, 2024 and 05^th December, 2024 without the
presence of the Chairman, Executive Directors, other
Non-Independent Director(s) and any other Managerial
Personnel.

Performance Evaluation

During the year under review, the Nomination and
Remuneration Committee and Independent Directors
have ascertained and reconfirmed that the deployment
of “Questionnaire" as a methodology, is effective for
evaluation of performance of Board, its Committees and
Individual Directors including Non-Independent Directors
and the Chairman.

Accordingly, feedback was sought on the structured
questionnaire from all the Directors of the Company,
through electronic platform provided by an Independent
Agency, covering various aspects, on performance
evaluation of the Board, Committees of Board, Independent
Directors, Non-Independent Directors, and the Chairman.
A report aggregating the responses of all the Directors of
the Company was generated by the system.

Performance Evaluation of Individual Directors

The reports of the performance evaluation of Individual
Directors were shared with respective Directors and
Chairman of the Nomination and Remuneration
Committee (NRC). Based on the same the NRC evaluated
the performance of all individual Directors.

The Independent Directors at their meeting separately
evaluated the performance of Non-Independent
Directors and the Chairman.

Performance Evaluation of the Board and Committees
of Board

The report of the feedback received from all the Directors
on performance evaluation of Board and Committees of
Board was shared with the Chairman of the Board and
the Chairman of the respective Committees. The Board
reviewed the reports and evaluated its own performance
and performance of the Committees of the Board.

The Independent Directors at their meeting separately
evaluated the performance of the Board. For details,
please refer to the Report on Corporate Governance,
which forms part of the Annual Report-2024.

Familiarisation Programme for Independent Directors

The details of programmes for familiarization of
Independent Directors with the Company, their roles,
rights, responsibilities in the Company, nature of the
industry in which the Company operates, and related
matters are given in the Report on Corporate Governance.

The familiarisation programme and other disclosures as
specified under Regulation 46 of the Listing Regulations is
available on the website of the Company at the link:

https://www.cie-india.com/governance3.

html#Familiarisation-Program

Policy on Appointment and Remuneration

In line with the principles of transparency and consistency,
the Company has adopted the following Policies which,
inter-alia includes criteria for determining qualifications,
positive attributes and independence of a Director.

i) Policy on appointment of Directors, Key Managerial
Personnel and Senior Management Employees and
succession planning and

ii) Policy on the remuneration of Directors, Key
Managerial Personnel and other employees of the
Company.

Salient features of these policies are enumerated in the
Corporate Governance Report which forms part of the
Annual Report-2024.

During the year under review, the Policy on the
remuneration of Directors, Key Managerial Personnel and
other employees and Policy on Appointment of Directors,
Key Managerial Personnel and Senior Management
Employees and succession planning of the Company
was reviewed as per the policy review cycle and
amendments were made to align with the changes in
the organization structure of the Company.

The Policies mentioned above are also uploaded on the
website of the Company and is accessible at the web-
link:

https://www.cie-india.com/governance3.html#Policies
Committees of the Board

The Company has duly constituted the Committees
required under the Companies Act, 2013 read with
applicable Rules made thereunder and the Listing
Regulations. Detailed disclosure in respect of all the
Committees of the Board which includes the Constitution
of the Committees, the terms of references of each of
the Committee, the number of meetings held during the
year and attendance etc. is provided in the Corporate
Governance Report which forms part of the Annual
Report-2024.

Audit Committee

The Committee comprises of four Independent Directors
as on 31^st December, 2024 namely Mr. Alan Savio D'Silva
Picardo - Chairman, Mr. Jairaj Purandare, Mrs. Roxana
Meda Inoriza and Dr. Nuria Gisbert Trejo.

Mr. Manojkumar Madangopal Maheshwari ceased as a
Member of the Committee with effect from 19^th July, 2024.
Mr. Jairaj Purandare and Dr. Nuria Gisbert Trejo were
appointed as the Members of the Committee with effect
from 19^th July, 2024.

All the Members of the Committee are Independent
Directors and possess strong accounting and financial
management knowledge.

The Company Secretary is the Secretary to the
Committee. All the recommendations of the Audit
Committee were accepted by the Board during the
financial year under review.

N. GOVERNANCE
Corporate Governance

The Company believes in attainment of highest levels of
transparency in all facets of its operations and maintains
an unwavering focus on imbibing good Corporate
Governance practices. The Company continues to
strengthen its governance principles to generate long¬
term value for its various stakeholders on a sustainable
basis thus ensuring ethical and responsible leadership
both at the Board and at the Management levels.

A Report on Corporate Governance along with a
Certificate regarding the compliance with the conditions
of Corporate Governance as stipulated in the Listing
Regulations issued by Mr. Sachin Bhagwat, Practicing
Company Secretary (ACS Number - 10189, CP Number
- 6029) and Secretarial Auditor of the Company for the
financial year under review forms part of the Annual
Report-2024.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies
Act, 2013, the Rules prescribed thereunder and the Listing
Regulations is implemented through the Company's
Whistle Blower Policy to enable the Directors, Employees
and all Stakeholders of the Company to report their
genuine concerns, to provide for adequate safeguards
against victimization of persons who use such
mechanism and make provision for direct access to the
Chairman of the Audit Committee. The detail of the Policy
is explained in the Corporate Governance Report and
has been uploaded on the website of the Company and
is accessible at the web-link:
https://www.cie-india.com/ethical-channel.html

The sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 (POSH Act) and
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment at all workplaces of the Company in
compliance with the provisions of the POSH Act. All
employees (permanent, contractual, temporary,
trainees) are covered under this Policy.

The framework ensures complete anonymity and
confidentiality.

During the year under review, one complaint of sexual
harassment was received by the Internal Complaints
Committee of a workplace and the same was dealt with
and closed in accordance with the POSH Act and Policy
made thereunder by the ICC. No complaint was pending
as at the end of the year.

Risk Management

The Board has constituted a Risk Management
Committee which comprises of Four members as at the
end of the financial year namely, Mr. Manoj Mullassery
Menon - Executive Director & CEO (Chairman of the
Committee), Mr. Ander Arenaza Alvarez - Executive
Director & Group CEO, Mr. Alan Savio D'Silva Picardo
- Independent Director and Dr. Nuria Gisbert Trejo -
Independent Director. The Committee also has invitees
from Senior Management team. The other details
including the terms of reference of the Committee are
covered under the Corporate Governance report which
forms part of the Annual Report-2024.

In accordance with the requirements of the Act and
Listing Regulations, the Company has developed and
implemented a Risk Control and Management Policy
which establishes general framework for action, as
well as the procedures and responsibilities to control
and manage the risks which the Company must
face efficiently and effectively. The said policy can
be accessed from the weblink: https://www.cie-india.
com/governance3.html#Policies The risk management
system of the Company (“RMS") allows it to reasonably
ensure that all significant risks, both financial and non¬
financial, including those which in the opinion of the
Board may threaten the existence of the Company, are
prevented, identified, assessed, subjected to ongoing
control and reduced to the defined levels of risk appetite
and tolerance and are approved by the Risk Management
Committee and ultimately by the Board.

The Risk Management Committee, Audit Committee as
well as the Board reviews the risks and RMS periodically.
The Company has established procedures to periodically
place before the Board, the risk assessment and
minimisation procedures being followed by the Company
and steps taken by it to mitigate the Risks.

Important elements of risks are provided in the
Management Discussion and Analysis which forms part
of the Annual Report-2024.

o. sustainability and corporate social
REsPoNsIBILITY

sustainability

Stakeholders' growing expectations have placed
sustainability performance under scrutiny. Simply
having good intentions about ESG is no longer enough—
delivering measurable outcomes is critical to long-term
success and credibility.

As a subsidiary of CIE Automotive S.A. Spain, the
Company is committed to a 5-year Strategic ESG plan,
adhering to 79 KPIs across four pillars: CIE Culture, Ethical

Commitment, Eco-Efficiency, and Active Listening. These
pillars align with the UN's 17 Sustainable Development
Goals. Apart from this India Specific ESG Goals & targets
have been formulated as a roadmap towards achieving
our identified Sustainability Goals.

The Company has undertaken several key ESG initiatives,
including building a responsible supply chain with local
sourcing, environmental assessments of identified
partners, and promoting a circular economy by reducing
raw material consumption, managing waste, minimizing
environmental impact, and enhancing energy efficiency.

The Company is committed to achieving carbon
neutrality by 2050, adopting ISO 14001 and ISO 50001
standards, and focusing on renewable energy, material
circularity, and responsible resource use. In CY 2024,
CIE India conducted Life Cycle Assessments for six
strategic products, provided ESG awareness training for
all identified junior, middle, senior management levels
including the Board of Directors. In CY-2024, the Company
conducted Zero Waste to Landfill gap assessment across
all plants. High-energy intensive units have certified for
Energy Management System i.e. ISO 50001:2018. 58.29%
of energy was sourced from renewables and 24,305
trees were planted within plants and through CSR
activities. These efforts reflect Company's commitment
to sustainability and ESG goals.

Safety and Health

The Company is deeply committed to ensuring the
health and safety of all employees and workers at
its manufacturing sites, with a goal of achieving zero
incidents. Prioritizing health and safety are vital not only
for the well-being of employees but also for enhancing
operational efficiency. Beyond maintaining a safe and
healthy work environment across all manufacturing
plants and offices, the Company focused on several key
initiatives in CY 2024. These initiatives include ongoing
training programs, thorough safety audits, safety
culture assessments, and the adoption of advanced
safety technologies, all aimed at preventing incidents
and fostering a strong safety culture throughout the
organization.

In CY 2024, the Company took significant strides in
reinforcing its commitment to health and safety. The
Back-to-Basics safety campaign, launched across all
plants, aimed to maintain the momentum and motivation
of shop floor employees, emphasizing the importance
of discipline in manufacturing facilities. The successful
program on 12 Life Saving Rules, introduced in CY2023,
continued in CY2024, with the addition of an E-module
for refresher training to ensure sustained awareness and
adherence.

Recognizing that safety performance cannot be solely
improved by better infrastructure and technology, the
Company undertook a safety cultural assessment. This
evaluation was designed to measure the effectiveness
of past safety initiatives and identify areas where further
interventions and programs were necessary to advance
the Company's position on the safety cultural ladder.

All plants achieved ISO 45001 and ISO 14001 certifications,
demonstrating a commitment to both occupational
health and safety and environmental management. To
further bolster safety measures, the Company underwent
a series of external audits, including those for electrical
safety, chemical safety, fire safety, energy efficiency, and
compliance with IS14489 standards.

In terms of employee well-being, the Company
implemented a range of health initiatives, including
annual health check-ups, yoga sessions, stress
management workshops, and a de-addiction program
for workers. The overarching focus throughout the year
was on continuous training, regular communication,
employee recognition, and the active involvement of
shop floor employees in safety activities. These efforts
were instrumental in working toward the achievement
of safety targets and fostering a culture of safety at all
levels of the organization.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations
read with SEBI Master circular reference No. SEBI/ho/
CFD/PoD2/CIR/P/0155 dated 11^th November, 2024 as
amended, the Business Responsibility and Sustainability
Report (BRSR), including the BRSR Core, in the prescribed
format for the Financial Year ended on 31^st December,
2024, forms part of the Annual Report-2024.

Conservation of Energy, Technology Absorption,
Foreign exchange earnings and outgo

The information pertaining to energy conservation,
technology absorption and foreign exchange earnings
and outgo, as required under Section 134(3)(m) of the
Act read with Rule 8 of the Companies (Accounts) Rules,
2014 are provided in Annexure VI to this Report.

Corporate social Responsibility (csr)

The Company has constituted Corporate Social
Responsibility (CSR) Committee in accordance with
Section 135 of the Act. As on 31^st December, 2024, the CSR
Committee comprises of Mr. Manoj Mullassary Menon
(Chairman of CSR Committee), Mr. Anil Haridass and
Mr. Jairaj Purandare (inducted in CSR Committee with
effect from 19^th July, 2024). During the year under review,
Mr. Alan Savio D'Silva Picardo ceased as Member of the
CSR Committee with effect from 19^th July, 2024.

The CSR Policy developed and implemented by the
Company including a brief overview of the projects or
programs undertaken by the Company in pursuance of
the CSR Policy are available on the Company's website
and is accessible at the web-link: https://www.cie-india.
com/csrOLD1.html. During the year under review, no
changes were made in the policy except the amendment
made in the Annexure 1 of the policy, in line with the Annual
Action Plan approved by the Board, which includes the
details of the major CSR Activities undertaken by the
Company.

During the year under review the Company was required
to spend ' 9,01,58,008/-(after set-off of excess spent

of ' 57,42,168/- pertaining to financial year ended
31^st December, 2023) in accordance with Section 135(1) of
the Companies Act, 2013.

The Company has spent ' 7,60,22,191/- on the CSR
projects during the Financial Year. The Company had
planned to spend the entire CSR Amount during the
financial year under review, however the expenditure
on some of the approved CSR projects was deferred
to CY2025 due to various reasons including change of
implementing partner, delay in procurement of certain
assets required for the project etc. The implementation
of these approved project is now on track, although with
some delays, the Company is confident of achieving its
social objectives.

The unspent amount of ' 1,41,35,817/-has been allocated
and shall be spent on the Ongoing CSR projects,
implementation of which shall be continued in CY2025.
Accordingly, this unspent amount is transferred by the
Company to unspent CSR account in accordance with
Section 135(6) of the Companies Act, 2013.

The Company reiterates its commitment to discharge
its social obligation and shall continue to implement
meaningful CSR projects in the CSR thrust areas which
have been identified and where the Company wishes to
create equity.

The CSR Committee affirmed that the implementation
and monitoring of the CSR projects during the year was
in compliance with the CSR objectives and CSR policy of
the Company.

In accordance with the Companies (Corporate Social
Responsibility Policy) Rules, 2014, as amended, the Annual
Report on CSR Activities inter-alia providing the salient
features of the CSR Policy and details of CSR activities
undertaken by the Company during the year is annexed
herewith as Annexure VII.

P. SECRETARIAL

Shifting of the Registered office of the Company

The Board of Directors of the Company at its meeting
held on 20^th February, 2025 considered and approved
shifting of the Registered Office of the Company from
Suite F9D, Grand Hyatt Plaza (Lobby Level), Off Western
Express Highway, Santacruz (e), Mumbai - 400055 to G
Block, Bhosari Industrial Estate, Near BSNL office, Bhosari,
Pune - 411026, subject to approval of the Members of the
Company at the ensuing 26^th Annual General Meeting and
apporval of the Regional Director, Ministry of Corporate
Affairs, Government of India, Western Region, Mumbai
and other appropriate authority.

Compliance with the provisions of secretarial
standard-1 and secretarial standard-2

The Company have devised proper systems to ensure
compliance with the provisions of all applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India and that such systems are adequate
and operating effectively. During the year under review

the Company was in compliance with the Secretarial
Standards, i.e., SS-1 and SS- 2, relating to “Meetings of the
Board of Directors" and “General Meetings" respectively.

Compliance with Downstream Investment
conditionalities

The Company is a Foreign Owned and Controlled
Company within the meaning of Foreign Exchange
Management (Transfer or Issue of Security by a
Person Resident outside India) Regulations, 2017 (“FDI
Regulations"). All the Downstream Investments made by
the Company are in compliance with the conditionalities
of Downstream Investment stipulated in the FDI
Regulations.

During the year under review, the Company has
obtained a certificate from the Statutory Auditors of
the Company for compliance with the FDI Regulations
in respect of the downstream investment made by the
Company during financial year 2023. The Auditors have
affirmed compliance with downstream investment
conditionalities by the Company and have issued an
unqualified report.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Act, copies of the Annual Returns of the Company
prepared in accordance with Section 92(1) of the Act
read with Rule 11 of the Companies (Management and
Administration) Rules, 2014 are placed on the website of
the Company and is accessible at the web-link: https://
www.cie-india.com/documents-and-disclosure.html

Dividend Distribution Policy

Pursuant to Regulation 43A of the Listing Regulations, the
Company has formulated a dividend distribution policy
which became effective from 1^st January, 2017 stipulating
factors to be considered in case of Dividend declaration.
As stated earlier, the Policy was reviewed and amended
by the Board at its meeting held on 20^th February, 2025.

The Dividend Distribution Policy forms part of this report
as Annexure VIII.

The same has also been hosted on the website of the
Company and is accessible at the web-link:

https://www.cie-india.com/governance3.html#Policies

other Policies under Listing Regulations

In accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has framed various policies and have
hosted these polices on the website of the Company at
the web-link: https://www.cie-india.com/governance3.
html#Policies

Q. General

No disclosure or reporting is required in respect of the
following items as there were no transactions/events
relating to these items during the year under review:

1. Disclosure under Section 197(14) of the Act since None
of the Executive Directors (Whole-time Director) were
in receipt of any commission from the Company.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Issue of Shares (including Employees' Stock Option
Scheme and sweat Equity shares) to employees of
the Company under any Scheme.

4. Significant or material orders passed by the
Regulators or Courts or Tribunals which impact the
going concern status and the Company's operation
in future.

5. No application was made, or any proceedings is
pending under the Insolvency and Bankruptcy Code,
2016 during the year in respect of the Company.

6. There has been no change in the nature of business
of the Company.

7. There was no one-time settlement of loan obtained
from Banks or Financial Institutions.

8. Voting rights which are not directly exercised by the

employees in respect of shares for the subscription/
purchase of which loan was given by the Company
(as there is no scheme pursuant to which such
persons can beneficially hold shares as envisaged
under section 67(3)(c) of the Act).

Acknowledgement

The Board of Directors wish to place on record their
sincere appreciation to the Company's Customers,
Investors, Vendors and to the Bankers for their continued
support during the year.

The Directors also wish to place on record their
appreciation for the dedication and contribution of all
employees at all levels and look forward to their support
in future as well.

For and on behalf of the Board of Directors
CIE Automotive India Limited

Shriprakash Shukla
Chairman

(DIN: 00007418)

Date: 20^th February, 2025
Place: Mumbai