Your Directors arc pleased to present the 70* Annual Report and Audited Financial Statement of Accounts for the financial year
ending 31“March, 2025.

1. FINANCIAL RESULTS [Rs. in lacs]

2 . OPERATIONS

During the financial year, the Gross

sales of the Company was

Rs. 1,76,928.88 lakhs as against

Rs. 1,66,957.19 lakhs for Hie financial
year ended 31“ March 2024. The Total
income of the Company was

Rs. 1,82,594.52 lakhs as against

Rs. 1,71,190.95 lakhs for the financial
year ended 31 “March 2024.

During the year under review, the

Company made a net profit after tax of
Rs. 15,979.48 lakhs as against the net
profit after tax of Rs 12,505.15 lakhs for
the financial year ended 31“ March

2024.

No amount is proposed to be

transferred to the general reserves. The
amount of Rs. 15,532.23 lakhs is
proposed to bo retained in the
Statement of Profit and Loss.

In view of requirement of funds for the
operations of the Company, no
dividend is recommended for the

financial year ending 31 “March 2025.

3 . NUMBER OF MEETINGS OF THE
BOARD AND AUDIT COMMITTEE

Details of the number of Board and
Audit Committee meetings held and
attended by Directors/ members and
composition of Audit Committee of the
Company are set out in the Corporate
Governance Report which forms port of
this Report as Annexure-1. The report
inter alia includes the list of credit
ratings obtained along with any
revisions thereto for oil debt instruments
of such entity or any fixed deposit
programmes or any scheme or proposal
of the entity involving mobilization of
funds.

4 .DECLARATION OF INDEPENDENT
DIRECTORS

The Company has received declarations
from all the Independent Directors
confirming the independence as per the
criteria prescribed under section 149(6)
of Companies Act, 2013 read with the

Schedules and Rules made thereunder
as well as Regulation 16(1 )(b) and 25 (8)
of the Securities and Exchange Board of
India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

5 .NOMINATION & REMUNERATION
POLICY

The Soard has on the recommendation
of Hie Nomination & Remuneration
Committee, adopted a policy for
selection and appointment (including
the criteria for determining quali¬
fications, positive attributes, and
independence of directors) and
remuneration of Directors including
Independent Directors, Key Managerial
Personnel, Senior Management
Personnel, and other employees. The
Nomination & Remuneration Policy is
attached as Annexure-2 and is also
available at

http://www.federalmogulgoetzci nd ia. n
et/wcb/documcnts/NOMINATION%20
AND%20R£MUNERATION%20POLICY.
pdf

6. MATERIAL CHANGES

Tenneco LLC, the ultimate global
holding Company of Federal-Mogul
Goctze (India) Limited merged with
Pegasus Merger Co., a corporation
established under the laws of Delaware
("Merger Sub") and a direct wholly
owned subsidiary of Pegasus Holdings
III, LLC (the "Parent"/" Acquirer") on
17^th November 2022. On 23^rd
November 2022, the Acquirer issued
Detailed Public Statement through
Manager to the Open Offer, BofA
Security India Limited. In this regard,
the Draft letter of offer dated
1* December 2023, was filed by the
Acquirer, with the Securities and
Exchange Board of India. The relevant
disclosures, as required by law had
been made from time to time to the
stock exchanges where the securities of
the Company arc listed. The Hon'blc
Securities Appellate Tribunal ("SAT")
passed an Order in favour of the
Acquirer. The Securities and Exchange
Board of India (*SEBI*) has filed an
appeal before the Hon'blc Supreme
Court of India against the judgement
dated 20* December 2024 passed by
the SAT.

During the year under review, VSG-
Bhiwadi plant signed a Long-Term
Settlement with Union, which will
remain in force from 12* March 2025 to
31'August2028.

The Company received summons dated
March 7, 2025 under Section 37 of the
Foreign Exchange Management Act,
1999 from Directorate of Enforcement,
Gurgaon Zonal Office, Haryana ("ED")
seeking inter alia details of the export
and import transactions of the
Company from 2018 till 2025. The
Company has submitted part details to
the ED twice and is in the process of
compiling further details for sub¬
mission, as required.

Further, no other material change,
which could affect the financial position
of the Company, occurred between the
end of the financial year of the
Company and the date of the Board
Report.

7. LOANS, GUARANTEE AND
INVESTMENTS

During the Financial Year ended 31*
March 2025; no Loan, Investment and

Guarantee under section 186 of the
Companies Act, 2013 was made by the
Company.

The Company has obtained the annual
certificate from its Statutory Auditor
pursuant to applicable provisions of
Foreign Exchange Management (Non¬
Debt Instruments) Rules, 2019 with
regard to its downstream investments.

8. CONTRACTS OR ARRANGEMENT
WITH RELATED PARTIES

During the financial year 2024-25, the
Company has entered into related party
transactions in terms of the Companies
Act, 2013 read with rules made
thereunder and regulation 23 of the
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015,
which were in the ordinary course of
business and on arms' length basis.
During the financial year 2024-25,
there were no transactions with related
parties which qualified os material
transactions in accordance with the
Company's Policy under the Securities
and Exchange Board of India (Listing
Obligations and Disclosure Rcquirc-
-ments) Regulations, 2015 and
accordingly, the disclosure of Related
Party Transactions in Form AOC-2 is not
applicable.

The transaction with promoter/
promoter group entities holding 10
percent or more shareholdings orc
disclosed as notes to the financial
statement (Note No. 37), other than
which there are no other transactions.

9. SECRETARIAL STANDARDS

The Directors state that that applicable
Secretarial Standard's i.e., SS-1 and
SS-2 relating to "Meeting of the Board
of Directors" and "General Meetings"
respectively have been duly followed by
the Company.

10. CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of
energy, technology absorption and
foreign exchange earnings and outgo
as stipulated under Section 134 of the
Companies Act, 2013 read with rules
made thereunder, is set out herewith as
Annexure-3 to this Report.

11. RENEWAL/ GREEN ENERGY

As a responsible corporate citizen, the
Company is inclined towards availing
Green Energy as far as possible for its
operations. During the year, the
Company took steps to avail 23 Mega
Watt of Solar Power for its Bangalore
Plant. The Company now acquires
around 95% of its overall Bangalore
Plant's energy requirements from the
new Solar and eri sting Wind energy
sources. Availing Green Energy has not
only led to financial savings but also
helped the Company in considerably
reducing the carbon footprints
generated by the Bangalore Plant. The
Company is also evaluating Green
Energy projects for its other Plants.

12. RISK MANAGEMENT POLICY
The Company operates in an
environment which is affected by
various risks, some of which orc
controllable while some are outside the
control of the Company. Therefore,
pursuant to the requirements of the
Companies Act, 2013 and Regulation
21 of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015, the Company has constituted a
Risk Management Committee. The
Company has also developed and
implemented the Risk Management
Policy covering the process of
identifying, assessing, mitigating,
reporting and review of critical risks
impacting the achievement of
Company's objectives or threaten its
existence.

The Risk Management Committee of
the Company presently consisting of Mr.
Amit Mittal as Chairman (Managing
Director), Mr. Rajesh Jain (Independent
Director), Dr. Khalid Iqbal Khan (Whole¬
time Director-Legal & Company
Secretary) and Mr. Rishi Verma, Non¬
executive Director as members,
periodically reviews the robustness of
the Risk Management Policy. The
periodical update on the risk
management practices and mitigation
plan of the Company and subsidiary arc
presented to the Audit Committee and
Board of Directors. The Audit
Committee and Board periodically
review such updates and findings and
suggest areas where internal controls
and risk management practices can be

improved. More details on Risk
Management indicating development
and implementation of Risk
Management Policy including
identification of elements of risk and
their mitigation are covered in
Management Discussion and Analysis
section, which forms part of this Report.
There orc no risks which in the opinion
of the Board threaten the existence of
the Company. However, some of the
risks which may pose challenges arc set
out in the Risk Management Policy of the
Company.

13. DIVIDEND DISTRIBUTION
POLICY

Pursuant to Regulation 43A of Securities
and Exchange Board of India (Listing
Obligations and Disclosure
Requirements) (Second Amendment)
Regulations, 2016 the Company in its
Board Meeting held on 29* July 2016
hod approved the Dividend Distribution
Policy and the same is available on
Company's website and can be
accessed at

http://www.federalmogulgoetzeindia.

net/web/documcnts/Fedcrol_Dividond

_Policy_29072016.pdf.

14. CORPORATE SOCIAL
RESPONSIBILITY

The Board of Directors at its meeting
held on 09* May 2014 approved the
Corporate Social Responsibility (CSR)
Policy for the Company pursuant to the
provisions of Section 135 of the
Companies Act, 2013 read with rules
made thereunder, on the
recommendations of the CSR
Committee. The CSR Policy of the
Company is available at
http://www.fedcralmogulgoctzcindia.n
et/web/documents/CSR%2 OPol i cy. pdf
The Company has constituted
Corporate Social Responsibility (CSR)
Committee. Presently, the committee
comprises the following members .

1) Mr. Amit Mittal, Chairman

2) Dr. Khalid Iqbal Khan, Member

3) Mr. Rajesh Jain, Member

4) Mr. Rayasam Venkatoromaiah,
Member

5) Ms. Nalini Jolly, Member

The Corporate Social Responsibility
Committee is required to institute a
transparent monitoring mechanism for

implementation of CSR projects or
programs or activities undertaken by
Company. Pursuant to the provisions of
Companies Act, 2013, the Company is
required to spend at least 2% of the
average net profits of the company
mode during the three immediately
preceding financial years on CSR
activities. The Company had an
allocated CSR budget of
Rs. 2,49,72,480/- for the financial Year
ended 31 * March 2025, which has been
duly spent. Out of the total of
Rs. 2,50,80,559/- spent during the
financial year, on excess expenditure of
Rs. 1,08,079/- was carried forward for
set off against the budget for the
financial year 2025- 26.

The activities and initiatives undertaken
by the Company during the financial
year 2024-2025 on CSR have been
detailed in the "Annual Report on CSR
activities* in accordance with the
Companies (Corporate Social
Responsibility Policy) Rules, 2014. The
policy on Corporate Social
Responsibility and "Annual Report on
CSR activities* are attached herewith as
Annexure- 4 & 5 to this Report.

In accordance with Section 198 of the
Companies Act, 2013, the Corporate
Social Responsibility (CSR) obligation for
the financial year 2025-26 has been
determined at Rs. 3,51,52,667/-.
During the financial year 2024-25, the
Company spent a total of
⁹2,50,80,559/- towards CSR activities,
which exceeded the prescribed
requirement for that year by
Rs. 1,08,079/-. After adjusting this
excess amount, the net CSR obligation
for the financial year 2025-26 stands at
Rs. 3,50,44,588/-.

Pursuant to Section 135 of the
Companies Act, 2013, the Board has
approved an amount of
Rs. 3,50,44,588/- for expenditure on
CSR activities during the financial year
2025-26.

15. DIRECTORS AND KEY
MANAGERIAL PERSONNEL

Presently, the Board consists of eight (8)
Directors namely, Mr. Rajesh Jain,
Chairman and Non-exccuti vc
Independent Director; Mr. Amit Mittal,
Managing Director and Chief Financial
Officer; Dr. Khalid Iqbal Khan, Whole

Time Director-Legal & Company
Secretary, Mr. Rayasam

Venkatoromaiah, Non-executive

Independent Director, Ms. Nalini Jolly,
Non-Executive Woman Independent
Director, Mr. Rishi Verma, Non¬
executive Non-Independent Director,
Mr. Jason Wesley Johnson, Non¬
executive Non-Independent Director
and Mr. Vishal Khairari, Non-executive
Non-Independent Director
Mr. Stephen Shaun Merry, Mr. K.C.S.
Pillai, Mr. K. N. Subramaniam and Mr.
Rajesh Sinha ceased to be Directors of
the Company w.e.f. close of business
hours of 30* May, 2024,15* December,

2024, 12* February, 2025 and 10*
January, 2025 respectively and Mr.
Rajesh Jain and Mr. Rayasam
Vcnkataramoioh were appointed as the
Director w.e.f. 13^fc February, 2025 and
16* December, 2024 respectively.

Mr. Andrea Vaccari was appointed w.e.f.
26* August, 2024, however he resigned
from his position w.e.f. 24* January,

2025.

In the Board Meeting held on 11*
August 2025, Mr. Amit MJttaf was
appointed as Managing Director and
Chief Financial Officer of the Company,
Mr. Rishi Verma, Mr. Jason Wesley
Johnson and Mr. Vishal Khairari were
appointed as Non-executive Non¬
Independent Directors of the Company.
In the same meeting, Mr. Thiagarajan
Kannan and Mr. Manish Chadha ceased
to be Directors of the Company due to
their resignations.

In accordance with Article 109 of the
Articles of Association of the Company,
Dr. Khalid Iqbal Khan is retiring by
rotation at the forthcoming Annual
General Meeting and being eligible,
offer himself for re-appointment.

The Company has received the
declaration from all the Independent
Directors of the Company that they
meet the legal criteria of independence.

16. SUBSIDIARY AND ASSOCIATE
COMPANY

Pursuant to Section 129(3) of the
Companies Act, 2013 read with Rule 5
of Companies (Accounts of Companies)
Rules, 2014, a statement containing
salient features of financial statement of
subsidiary i.e., Federal-Mogul TPR

(India] Limited forms part of the
consolidated financial statements
attached as Annexure-6. The financial
statements of the subsidiary company
and related information arc available
for inspection at the Registered Office of
the subsidiary company during business
hours on all days except Saturdays,
Sundays and public holidays upto the
date of the Annual General Meeting
(AGM) as required under Section 136 of
the Companies Act, 2013. Any member
desirous of obtaining a copy of the said
financial statements may write to the
Company Secretary at the Registered
Office of the Company. The financial
statements including the consolidated
financial statements, financial
statements of subsidiary and all other
documents required to be attached to
this report have been uploaded on the
website of your Company at
www.federalmogulgoetzeindia.net.

The performance and financial position
of the subsidiary company Le., Federal-
Mogul TPR (India) Limited has been
explained in its Board Report, which
forms port of this Report.

17. PUBLIC DEPOSITS

As on 31 * March 2025 your Company
had no unclaimed fixed deposits. No
fresh/ renewed deposits were invited or
accepted during the financial year.

18. UNPAID DIVIDEND AND
INVESTOR EDUCATION AND
PROTECTION

The Company did not have any
requirement to transfer funds to
Investor Education and Protection Fund
and no amount is lying in unpaid
dividend account of the Company
during the year under review.

19. SIGNIFICANT/MATERIAL
ORDERS PASSED BY THE
REGULATORS OR COURTS OR
TRIBUNALS

There were no significant/ material
orders passed by the Regulators or
Courts or Tribunals impacting the going
concern status of the Company and its
operations in future.

20. FORMAL ANNUAL EVALUATION
BY BOARD

In terms of provisions of the Companies
Act, 2013 read with Rules made
thereunder and Regulation 19 of the

Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015, the
Board of Directors, had evaluated the
effectiveness of the Board. Accordingly,
the performance evaluation of the
Board, each Director and the
Committees was carried out for the
financial year ended 31st March 2025.
The evaluation of the Directors was
based on various aspects which, inter
alia, included the level of participation
in the Meetings, knowledge and skills,
understanding of their roles and
responsibilities, business of the
Company along with the ethics and
integrity. The evaluation of the Board
and committees was inter alia based on
the aspects like Structure of the Board or
Committee, processes being followed to
achieve the objectives, effectiveness,
fulfillment of roles and responsibilities,
efficiency and direction etc.

21. OPINION OF THE BOARD WITH
REGARD TO INTEGRITY, EXPERTISE
AND EXPERIENCE (INCLUDING THE
PROFICIENCY) OF THE
INDEPENDENT DIRECTORS.

The Board is satisfied with regard to the
integrity, expertise and experience
(including proficiency) of the
Independent Directors.

22. DETAILS ON INTERNAL
FINANCIAL CONTROLS RELATED TO
FINANCIAL STATEMENTS

The Company has an Audit Committee
headed by a Non-executive
Independent Director, inter-alia, to
oversee the Company's financial
reporting process, disclosure of
financial information, performance of
statutory and internal auditors,
functions, internal control systems,
related party transactions, investigation
relating to suspected fraud or failure of
internal audit control, to name a few, as
well os other areas requiring mandatory
review as per Regulation 18(3) of the
Securities and Exchange Board of Indio
(Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The powers of the Audit Committee,
inter-alia, include seeking information
from any employee, directing the
Company's internal Audit function,
obtaining outside legal or other
professional advice and investigating

any activity of the Company within the
Committee's terms of reference.

The Company has a well-defined
internal control system, which aims at
protection of Company's resources,
efficiency of operations, compliances
with the legal obligations and
Company's policies and procedures.

23. MANAGEMENT DISCUSSION
AND ANALYSIS:

(a) Industry structures and
developments

Automotive industry is perceived as one
of the key sectors of the economy.
India's automotive industry is on the
growth path. Due to its strong forward
and backward linkages with several key
segments of the economy, automotive
industry has a strong multiplier effect
and acts as one of the drivers of
economic growth.

The auto industry is highly competitive,
consisting of organized as well as
unorganized sectors and is highly
fragmented with a significant number of
small and medium-sized companies
because of which the business rules are
changing to meet the tough competition
prevailing in the industry. Innovation,
technological upgradotion, and cost
saving hold the key to success to meet
the expectations of the exigent
competitive circumstances. However,
the Indian auto component industry has
been navigating through a period of
challenges.

During the financial year 2024-25, the
industry produced a total of 31,034,1 74
vehicles including Passenger Vehicles,
Commercial Vehicles, Three-Wheelers,
Two-Wheelers, and Quadricycles as
against production of 28,439,036
vehicles in the financial year 2023-24,
registering an aggregate growth of 9.1
percent.

The automotive industry continued its
growth during the financial year 2024¬
25. The domestic sale of Passenger
Vehicles improved by 2.0 percent and
Export volumes growth by 14.6% during
the financial year 2024-25 over the
same period last year. The overall
Commercial Vehicles segment domestic
sales decline by (1.2) percent whereas
export volumes growth by 23 percent in
financial year 2024-25 as compared to

Heavy Commercial Vehicle (M&HCVs)
witness flat growth and Light
Commercial Vehicle segment decline
(2.0) percent, during financial year
2025 over the same period last year.
During the financial year 2024-25, Two-
Wheelers domestic sale registered a
growth of 9.1 percent and export
volumes growth by 21.4 percent over
the last financial year. Within the Two-
Wheelers segment, domestic sale of
scooters and motorcycles witnessed a
growth of 17.4 and 5.1 percent
respectively, while sole of Mopeds grew
by 4 percent as compared to the last
year.

The domestic CV volumes had gained
traction during the first half of financial
year 2024-25 due to healthy
infrastructure spending aided by the
allocation for capital spending in Union
Budget 2024-25 and focus on the
replacement of old vehicles under the
green mobility. However, due to high
base effect coupled with perceived
slowdown in infrastructure activities
ahead of the General elections 2024,
resulted in subdued volumes for CV
Industry.

In financial year 2024-25 growth was
driven by mix of factors including
enhanced model of availability, new
product introductions, positive market,
rural market recovery and overcoming
challenges such as supply constraints of
chips etc. PV segment saw demand shift
towards SUV segment, that holds 65%
market share which significantly
contributed to the success.

Industry's increasing focus is now being
put on vehicles operating with alternate
fuels. Automobile Companies arc
pressing the accelerator on cars
powered by CNG, Hybrid, Batteries and
the new age hydrogen fuel cells.

(b) Opportunities and Threats
The Parent Company continues to
support the Company with its
technological expertise. With widely
recognized brands, superior
technology, strong distribution network
and a committed team of employees,
the Company is well positioned to take
advantage of the opportunities and
withstand the market challenges. The
Company strives to create sustainable
profitable growth by using superior
technology and maintaining product
quality and offering wide range of

products at prices, which will give it a
competitive edge in the market.

Major regulatory interventions, such as
the accelerated transition to CAFE III,
StageV, alternate fuel, adoption of
electric vehicles, safety rules, scrappage
policy and stringent vehicle standards
are leading to a shift in vehicle
technology. This is creating significant
challenges, and your Company
perceives these challenges as potential
opportunities.

Your Company competes with many
independent manufacturers and
distributors of component parts.
Management continues to develop and
execute initiatives to meet the
challenges of the industry and to
achieve its strategy for sustainable
global profitable growth.

There arc limited sets of customers in
our business. Since, the competition is
intense, we compete with suppliers both
in the organized as well as unorganized
segments. Technological edge,
specialization, innovation and
networking shall determine the success
of the Company in this competitive
environment. Further, the policies of the
Government play a vital role in the
development of the automobile sector.
Your Company has been employing the
practices to proactively map the impact
of its activities on its performance and
profitability from economic

environment and social perspectives.

(c) Segment wise or product wise
performance

The Company deals principally in only
one segment i.e., automotive
components. Therefore, segment-wise
performance is not applicable. The
Company is inter-alia engaged in the
manufacturing and sale of Pistons,
Piston Rings, Pins, Valve Seats and
guides. The geographical information in
respect of revenue from customer is
given below: (fa. intake)

(d) Outlook

Though the financial year 2025-26
started on an optimistic note, auto

industry continues to keep a close watch
on geo-political developments, global
tariff impact, fuel prices and inflation.
Supply chain of parts continues to be an
orca of concern. The Financial Year
2025-26 is expected to witness
moderate growth in single digit owing
to the high base effect of previous year,
inflationary pressures, routine price
hikes and regulatory changes. The
Company is expecting a year of
consolidation for the Indian auto
industry with an overall single digit
growth over the previous year that
should auger well for the Company.

The Indian Auto Industry is poised for
growth amidst a mix of optimism and
challenges. Manufacturers are gearing
up with better supply chains and an
array of models to meet diverse
consumer demands. Economic growth
favorable government policies and an
anticipated good monsoon is expected
to fuel demand, especially in rural orcas
and the commercial vehicle sector,
which is closely linked to infrastructure
projects and economic activity,
including the automobile sector.

Multiple Government reforms continue
to boost the auto sector such as,
production incentive scheme (PLI),
vehicle scrappage policy, which aim to
reduce the number of old and defective
vehicles, bringing down vehicular air
pollutants, improving road and
vehicular safety, all these interventions
will have significant long-term
perspective.

However, the auto sector is still
grappling with fluctuating raw material
prices of steel, aluminum, copper,
precious metals and increasing fuel
prices which are likely to impact the
growth and fuel mix aspect of the
automobile sector. Thus, this year is
likely to be a challenging year for the
auto component industry.

The Company will endeavor to revitalize
in near future as demand for vehicles
witnesses further growth. To remain
competitive in the challenging and
demanding environment, the
benchmark needs to be kept high in
anticipation of the stated and unstated
needs of customers and markets.

(e) Risks and concern
The Company operates in an
environment, which is affected by
various risks, some of which ore
controllable while some are outside the

control of the Company. However, the
Company has been taking appropriate
measures to mitigate these risks on a
continuous basis. Some of the risks that
arc potentially significant in nature and
need careful monitoring arc listed
hereunder:

Macro Indicators: The Indian
economy has been performing well
despite global challenges. The war in
Ukraine, Israel-Hamas and its global
implications will continue to have an
impact on India. It has led to increase in
crude oil, cooking oil and commodity
prices, which has in turn led to high
inflation. Further, global tariff war,
potential stock market turbulence and
weaker SIP return could erode
disposable income, the on-going
geopolitical conflicts could possibly
affect the auto industry in the medium
and short-term.

Raw material prices: Our profitability
and cost effectiveness may be affected
due to rise in the prices of raw materials
and other inputs.

Foreign Currency Risks: Exchange
rate fluctuations may have an adverse
impact on the Company.

Technical Intensive Industry: The

automobile industry is a technical
intensive industry and thus faced with a
constant demand for new designs,
knowledge of nascent technology to
meet market requirements.

Increasing competition: Increasing
competition in the auto equipment

sector, may put some pressure on the
market share.

(f) Adequacy of Internal Control
Systems

The Company has an Audit Committee
headed by a non - executive

Independent Director, inter-alia, to
oversee the Company's financial
reporting process, disclosure of
financial information, performance of
statutory and internal auditors,

functions, internal control systems,
related party transactions, investigation
relating to suspected fraud or failure of
internal audit control, to name a few, as
well as other areas requiring

mandatory review as per provisions of
SEB! (Listing Obligations and Disclosure
Requirements) Regulations, 2015, with
the stock exchanges. The powers of the
Audit Committee, inter-alia, include
seeking information from any

employee, directing the Company's
internal Audit function, obtaining outside
legal or other professional advice and
investigating any activity of the Company
within the Committee's terms of
reference.

The Company has a well-defined internal
control system, which aims at protection
of Company's resources, efficiency of
operations, compliances with the legal
obligations and Company's policies and
procedures.

(g) Discussion on financial
performance with respect to
operational performance.

The required information forms part of
the Board's Report and the members may
refer the some.

(h) Significant changes in Financial
Ratios

The key financial ratios are given as
below:

(i) Material developments in Human
Resources / industrial Relations
front, including number of people
employed

The focus of Learning and Development
was primarily on identifying and
building synergies in the L&D processes
and programs. Skill building in technical

and functional areas continued to
remain a priority and internal trainers
capability building was done through
'Train the Trainer' programs to drive
this agenda.

Training and development hove always
been our priority.

The total number of permanent
salaried employees is 460 hourly
permanent is 2,474 as on March 31,
2025.

24. CONSOLIDATED ACCOUNTS

The Consolidated Financial Statements
of the Company for the financial year
2024-25, are prepared in compliance
with applicable provisions of the
Companies Act, 2013, Indian
Accounting Standards (Ind AS) under
the historical cost convention on the
accrual basis except for certain
financial instruments which are
measured at fair values and the

Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015. The
Consolidated Financial Statements
have been prepared on the basis of
Audited Financial Statements of the
Company and its subsidiary company,
as approved by their respective Board of
Directors.

25. AUDITORS AND AUDITORS*
REPORT

The shareholders at the 67th Annual
General Meeting (AGM) of the

Company held on 20th September,
2022, appointed Deloitte Haskins &
Sells, LLP Chartered Accountants, (Firm
registration no. 11 7366W/W-100018),
as the Statutory Auditors* as per section
139, 142 and other applicable

provisions, if any of the Companies Act,
2013 read with Companies (Audit and
Auditors) Rules, 2014, to hold office till
the conclusion of the 72^A AGM of the
Company to be held in the calendar
year 202 7.

26. EXPLANATIONS OR COMMENTS

ON AUDITOR'S QUALIFICATION/

RESERVATION/ ADVERSE REMARKS/
DISCLAIMER

There is no reservation or observation or
qualification or adverse remark or
disclaimer of Auditors* including
Secretarial Auditors of the Company in
their report.

The Board has duly examined the
Statutory Auditors* Report to the
accounts, which is self-explanatory.

27. INTERNAL AUDITORS

The Board, on the recommendation of
the Audit Committee has approved the
appointment of KPMG Assurance and
Consulting Services LLP, as the Internal
Auditors of the Company for the
Financial Year ended March 31, 2025,
vidc its resolution dated 2 8* May 2025.

28. MAINTENANCES OF COST
RECORDS AS PER SECTION 148 (1)
OF COMPANIES ACT, 2013 READ
WITH APPLICABLE RULE

Your Directors are pleased to inform you
that your Company falls in criteria as
specified for maintenance of cost
records under Section 148 (1) Of

Companies Act, 2013 read with
Companies (Cost Records and Audit)
Rules, 2014 as amended from time to
time. The Company has maintained
proper cost records os per the provisions
contained under the Companies Act,
2013.

29. COST AUDITORS

The Board, on the recommendation of
the Audit Committee has approved the
appointment of Sanjay Gupta &
Associates, Cost Accountants, as Cost
Auditor, for the financial year ending
31¹¹ March 2025. The Cost Auditors will
submit their report for the financial year
ending 31" March 2025 on or before the
due date.

In accordance with the provisions of
Section 148 of the Companies Act,
2013 read with rules made thereunder,
since the remuneration payable to the
Cost Auditors is required to be ratified
by the shareholders, the Board
recommends the same for approval by
shareholders at the forthcoming AGM.

30. SECRETARIAL AUDITORS
Pursuant to the provisions of Section
204 of the Companies Act, 2013 read
with corresponding Rules framed
thereunder, the Company had
appointed Deepika Gera, Company
Secretaries, New Delhi, as a Secretarial
Auditor, for a period of 5 years from the
conclusion of this 70 ^th Annual General
Meeting of the Company till the
conclusion of the 75* Annual General
Meeting of the Company to be held in
the calendar year 2030 to conduct its
Secretarial Audit.

In accordance with the provisions of
Regulation 24A of Securities and
Exchange Board of India (Listing
Obligations and Disclosure

Requirements) (Third Amendment)
Regulations, 2024, the appointment of
Secretarial Auditor is required to be
approved by shareholders. The Board
recommends the appointment of
Deepika Gera, Company Secretaries,
New Delhi, as Secretarial Auditor of the
Company for a period of 5 years.

31. ANNUAL SECRETARIAL AUDIT
REPORT

In terms of Section 204 of the
Companies Act, 2013 and Regulation
24A of the SE8I (Listing Obligations and
Disclosure Requirements) Regulations,
2015, the Secretarial Auditors have
submitted their report, confirming
compliance by the Company of all the
provisions of applicable corporate laws.
The Report does not contain any
qualification, reservation or adverse
remark. The Secretarial Audit Report is
annexed as Annexure-7 to this report.

32. ANNUAL SECRETARIAL
COMPLIANCE REPORT

The Annual Secretarial Compliance
Report for the financial year ended 31¹¹
March 2025 on compliance of all
applicable SEB! Regulations and
circulars/ guidelines issued thereunder,
was obtained from Deepika Gera,
Company Secretaries, New Delhi, and
was accordingly submitted to both the
stock exchanges i.e., BSE Limited and
National Stock Exchange Umitcd.

33. CORPORATE GOVERNANCE
REPORT

The Company is committed to good
corporate governance practices. The
Board endeavors to adhere to the

standards set out by the Securities and
Exchange Board of India (SEBI),
corporate governance practices and,
accordingly, has implemented all the
major stipulations prescribed.

A detailed corporate governance report
in line with the requirements of
Securities and Exchange Board of India
(Listing Obligations and Disclosure
Requirements) Regulations, 2015
regarding the corporate governance
practices followed by the Company and
a certificate of compliance from
Deepika Gera, Company Secretaries,
New Delhi, forms part of this Report as
Annexure-8

34. ANNUAL RETURN

In terms of Section 92(3) of the
Companies Act, 2013 and Rule 12 of
the Companies (Management and
Administration) Rules, 2014, the
Annual Return of the Company is
available on the website of the
Company at the link:
http.7/www.federalmogulgoctzeindia.n
et/web/Form_MGT_7 2024 25.pdf

35. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

A Business Responsibility and
sustainability Report as per Regulation
34 of the Securities and Exchange Board
of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015, detailing the various initiatives of
the Company is attached as
Annexure - 9.

36. COMMITTEES OF DIRECTORS

The Company has following committees
of Directors:

1 .Audit Committee.

2 . Nomination and Remuneration
Committee.

3 .Stakeholders' Relationship
Committee.

4. Corporate Social Responsibility
Committee.

5. Share Transfer Committee.

6. Risk Management Committee.
/.Committee of Independent Directors

to provide reasoned recomm¬
endation^) to the shareholders on
the open offer

The composition of Audit Committee,
Nomination & Remuneration

Committee, Stakeholders* Relationship
Committee, Corporate Social
Responsibility Committee, Share
Transfer Committee, Risk Management
Committee, and Committee of
Independent Directors has been
disclosed in corporate governance
report forming the part of this report.

37. DETAILS IN RESPECT OF FRAUDS

REPORTED BY AUDITOR'S UNDER
SECTION 143 (12) OF THE

COMPANIES ACT, 2013

Pursuoni to Section 134(3)(ca), no
incident of fraud has been reported by
the Auditors of the Company under
section 143(12) of the Companies Act,
2013.

38. VIGIL MECHANISM/ WHISTLE
BLOWER POLICY

The Company is committed to the
highest standards of ethical, moral and
legal business conduct. Accordingly, the
Board of Directors has formulated a
Whistle Blower Policy which is in
compliance with the provisions of
Section 1 77(10) of the Companies Act,
2013 and Securities and Exchange
Board of India (Listing Obligations and
Disclosure Requirements) Regulations,
2015. The policy provides for a
framework and process whereby
concerns can be raised by its employees
against any kind of discrimination,
harassment, victimization or any other
unfair practice being adopted against
them.

39. DISCLOSURE UNDER THE
SEXUAL HARASSMENT OF WOMEN
AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL)
ACT, 2013

The Company has in place an anti¬
sexual harassment Policy and an
Internal Committee in line with the
requirements of The Sexual Harassment
of Women at Workplace (Prevention,
Prohibition and Redrcssal) Act, 2013.
Internal Committee has been set up to
redress the complaints received
regarding sexual harassment. All
employees (permanent, contractual,
temporary, trainees) are covered under
the policy. The following is a summary of
sexual harassment complaints received
and disposed off during the financial
year 2024-25.

No. of complaints received: 3
No. of complaints disposed off: 2
Number of cases pending for more than
ninety days: Nil

During the year, the Company carried
out various awareness programs on
prevention of sexual harassment at
workplace.

40. COMPLIANCE OF THE
MATERNITY BENEFIT ACT 1961

The Company is in compliance of the
provisions relating to the Maternity
Benefit Act 1961.

41. PARTICULARS OF EMPLOYEES
AND RELATED DISCLOSURES

The Directors place on record their deep
appreciation for the contribution made
by the employees of the Company at all
levels and confirm that industrial
relations remained cordial and
industrial harmony was maintained.
The measures for the safety, training
and development of the employees
continued to receive top priority.

The information required under Section
197 of the Companies Act, 2013 road
with Companies (Appointment and
Remuneration of Managerial

Personnel) Rules, 2014 in respect of
Directors/ employees of your Company
is sot out in Annexure - 10 A 11 to this
Report.

42. SAFETY, HEALTH AND
ENVIRONMENT PROTECTION

The Company sustained its initiatives to
maintain a pollution free environment
by reduction/ elimination of waste,
optimum utilization of power and
preventive maintenance of equipment
and machinery to keep them in good
condition. The safety and health of the
people working in and around the
manufacturing facilities is the top
priority of the Company and we arc
committed to improving this
performance year-on-ycar.

43. CORPORATE INSOLVENCY
RESOLUTION PROCESS INITIATED
UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (IBC)

There is no corporate insolvency
resolution process initiated by or
against the Company under the
Insolvency and Bankruptcy Code, 2016
(IBC).

44. DETAILS OF THE DIFFERENCE
BETWEEN THE AMOUNT OF THE
VALUATION DONE AT THE TIME OF
ONE-TIME SETTLEMENT AND THE
VALUATION DONE WHILE TAKING
A LOAN FROM THE BANKS OR
FINANCIAL INSTITUTIONS

Not Applicable.

45. DIRECTORS' RESPONSIBILITY
STATEMENT

Pursuant to the requirements of Section
134(3)(c) of the Companies Act, 2013,
with respect to Directors' Responsibility
Statement, it is hereby confirmed that:

(a) in the preparation of the annual
accounts, the applicable accounting
standards have been followed along
with proper explanation relating to
motcrial departures.

(b) the directors have selected such
accounting policies and applied them
consistently and made judgments and
estimates that are reasonable and
prudent so as to give a true and fair view
of the state of affairs of the Company as
of 31 * March 2025 and of the profit and
loss of the Company for the financial
year ended 31" March 2025. (c) the
directors have taken proper and
sufficient core 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 have prepared the
annual accounts on a going concern
basis.

(c) thc directors have laid down internal
financial controls to be followed by the
Company and that such internal
financial controls orc adequate and
were operating effectively; and

(f) The directors have devised proper
systems to ensure compliance with the
provisions of all applicable laws and
that such systems were adequate and
operating effectively.
ACKNOWLEDGEMENT
Your Directors acknowledge with
sincere gratitude the co-operation and
assistance extended by the Bank(s),
Customers, Dealers, Vendors,
promoters, shareholders, Government
Authorities and all the other business
associates during the year under
review. The Directors also wish to place
on record their deep sense of gratitude
for the committed services of the
Executives, staff and workers of the
Company.