The Directors have pleasure in presenting the 2^nd Integrated Annual Report of ZF Commercial Vehicle Control Systems India
Limited ('the Company') together with the audited financial statements (standalone & consolidated) and auditors' report
thereon for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

2. DIVIDEND

Based on the Company's performance, the Board of
Directors has recommended a dividend of INR 19/- per
equity share for the year ended March 31, 2025. The
dividend on equity shares if approved by the members
would involve a cash outflow of INR 3,603.84/-
lakhs and a dividend payout ratio of 7.86 % of the
standalone profits of the Company.

The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (“SEBI Listing Regulations”) is
available on the Company's website at ZF CV India
Investor Relations

Transfer of Unclaimed Dividend to IEPF:

Dividends that are unclaimed/unpaid for a period
of seven years are required to be transferred to the
Investor Education and Protection Fund (“IEPF”)
administered by the Central Government, as per
Companies Act 2013 (“the Act”). An amount of
INR 507,024 /- (Rupees Five Lakhs Seven Thousand
and Twenty-Four only) being unclaimed Final dividend
of the Company for the financial year ended March 31,
2017 was transferred in November, 2024 to IEPF.

that were scheduled for completion within
FY 2024-25, was deferred to FY 2025-26.

Capital Expenditure of INR 190 crores is planned for
FY 2025-26.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on March 31, 2025, the Company has 8 (eight)
Directors with the combination of 1 (one) Executive and
7 (Seven) Non-Executive Directors including 2 (two)
Women Independent Directors. Out of 7 (seven) Non¬
Executive Directors, 4 (four) are Independent Directors.

During the year, the Members approved the following
appointment and re-appointment of Directors:

• Appointment of Mr. Akash Passey (DIN

01 198068) as a Non-executive Non- Independent
Director & Chairman of the Company with effect
from May 22, 2024.

• Appointment of Mr. Neeraj Sagar (DIN
09475452) as an Independent Director of the
Company for a term of five years from May 22,
2024 to May 21, 2029.

• Re-appointment of Mr. P Kaniappan (DIN
02696192) as Managing Director of the Company
for a period of 6 months from June 17, 2024 to
December 31,2024 and for a further period of 6
months from January 01, 2025 to June 30, 2025.

During the year, the Board of Directors approved
the appointment of Mr. Paramjit Singh Chadha (DIN
06972549) as Managing Director of the Company
with effect from July 01, 2025 to December 31, 2027
subject to the approval of the shareholders.

Mr. Mahesh Chhabria (DIN 00166049), Independent
Director of the Company, has completed his first term
of 5 (five) years, on the close of business hours on May
15, 2025 and being eligible for re-appointment has
been re-appointed for another term of 5 consecutive
years from May 16, 2025 to May 15, 2030, subject to
approval of shareholders.

Appointment of Dr. Lars Orlik (DIN: 10390472) as
Non-Executive and Non-Independent Director with
effect from August 21, 2025, liable to retire by rotation,
is proposed in the ensuing AGM, for the approval of
the shareholders.

Retirement by rotation

Mr. Philippe Colpron, Non-Executive Director,

(DIN 08344534) expressed his unwillingness for
reappointment at the ensuing Annual General Meeting
due to his increased responsibilities of being the
Executive Vice President - Aftermarket of the ZF Group.

The vacancy of the retiring Director i.e. Mr. Philippe
Colpron is not filled up.

Independent Directors

In terms of Section 149 of the Companies Act, 2013
(“the Act”) and SEBI Listing Regulations, Mr. Mahesh
Chhabria, Ms. Amrita Verma Chowdhury, Ms. Rashmi
Urdhwareshe and Mr. Neeraj Sagar are Independent
Directors of the Company as on March 31, 2025.

In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and
are persons of high integrity and repute. They fulfil the
conditions specified in the applicable laws and are
independent of the management of the Company.

All Independent Directors of the Company have given
requisite declarations under Section 149(7) of the
Act, that they meet the criteria of independence as
laid down under Section 149(6) of the Act along with
Rules framed thereunder, Regulation 16(1)(b) of SEBI
Listing Regulations and have complied with the Code
of Conduct of the Company as applicable to the Board
of Directors and Senior Management.

During the year under review, Independent Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees,
commission and reimbursement of expenses, if any,
paid to them.

In terms of Regulation 25(8) of the SEBI Listing
Regulations, the Independent Directors have
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. The
Company has received confirmation from all the
Independent Directors about their registration on the
Independent Directors Database maintained by the
Indian Institute of Corporate Affairs, in terms of Section
150 of the Act, read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014.

A separate meeting of Independent Directors was held
during the year as per the provisions of the Companies
Act and SEBI Listing Regulations.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Key Managerial Personnel
of the Company for the FY 2024-25 are as follows: -

Mr. P Kaniappan - Managing Director
Ms. Sweta Agarwal - Chief Financial Officer
Ms. Muthulakshmi M - Company Secretary

6. AUDIT COMMITTEE AND AUDITORS

6.1 Audit Committee

The details pertaining to the composition of the Audit
Committee are included in the Corporate Governance
Report, which is a part of this report.

6.2 Statutory Auditor

M/s. B S R & Co. LLP, Chartered Accountants, holding
firm Registration No 101248W/W-100022 have been
re-appointed as statutory auditors of the Company, by
the shareholders, for a second term of five consecutive
years from the conclusion of 20^th Annual General
Meeting, up to the conclusion of the 25^th Annual
General Meeting of the Company to be held in the year
2029, as per the Section 139 of the Companies Act,
2013.

The Consolidated remuneration paid to Auditors /
to affiliated firms / entities for Audit and services
rendered in other capacities is included in the
Corporate Governance Report, which is a part of this
report.

The Auditors' report for the financial year 2024-25
does not contain any qualification, reservation or
adverse remark or disclaimer and the same is attached
with the annual financial statements.

6.3 Secretarial Auditor

M/s. Sriram Krishnamurthy & Co., (formerly known as
S. Krishnamurthy & Co.,), Company Secretaries have
carried out Secretarial Audit under the provisions of
Section 204 of the Act, for the financial year 2024¬
25 and submitted their report, which is annexed to
this report as Annexure - 5. The said secretarial audit
report does not contain any qualification, reservation
or adverse remark or disclaimer.

The Board of Directors of the Company, based
on the recommendation of the Audit Committee,
recommended the appointment of M/s. V Suresh
Associates, a firm of Company Secretaries in Practice
(Firm Registration Number: P2016TN053700) as the
Secretarial auditor of the Company to hold office for a
period of 5 (five) consecutive years commencing from
the conclusion of the 21^st Annual General Meeting (FY
2025-26) till the conclusion of the 26^th Annual General
Meeting (FY 2029-30), to conduct the secretarial
audit as required under section 204 of the Act, for the
approval of the Shareholders in the ensuing Annual
General Meeting of the Company.

As per Section 148(1) of the Companies Act, 2013,
the Company is required to have the audit of its cost
records by a Cost Accountant. The Board of Directors
of the Company has on the recommendation of the
Audit Committee, approved the re-appointment of
M/s. A. N Raman & Associates, Cost Accountants
in Practice (Registration No. 102111) as the Cost
Auditors of the Company to audit the cost records for
relevant products prescribed under the Companies
(Cost Records and Audit) Rules, 2014 for the
year ending March 31, 2026. M/s. A. N Raman &
Associates confirmed under Section 139(1) of the
Act and the Rules framed thereunder and furnished
a certificate of their eligibility and consent for
appointment.

The Board on recommendations of the Audit
Committee have approved the remuneration payable
to the Cost Auditor, subject to ratification of their
remuneration by the Shareholders at the upcoming
AGM. The resolution approving the above proposal is
being placed for approval of the Shareholders in the
Notice for this AGM.

The cost accounts and records of the Company are
duly prepared and maintained as required under
Section 148(1) of Act.

The cost audit report for the year 2023-24 has been
filed with the Ministry of Corporate Affairs in the
prescribed form within due date. The cost audit report
for the year 2024-25 will also be filed within the
stipulated time.

During the year under review, the Statutory Auditors,
Cost Auditors and Secretarial Auditor have not
reported any instances of frauds committed in the
Company by its Officers or Employees to the Audit
Committee under Section 143(12) of the Companies
Act, 2013.

7. PARTICULARS OF LOANS,

GUARANTEES OR INVESTMENTS

During the year under review, the Company has not
made any investment nor Guarantee nor security to
any person or other body corporate under Section 186
of the Act.

The Company had given Inter-Corporate Loan
amounting to INR 10 crores to M/s. ZF CV Control
Systems Manufacturing India Private Limited (Wholly
owned subsidiary) during the Financial Year 2023-24
and the same has been repaid as per the terms of the
said Loan Agreement, as on the date of this report.

The Company had invested a sum of INR 2.33 lakhs as
paid-up share capital (2,334 equity shares of INR 100
each) in Santhi Renewables Energies Private Limited
on July 04, 2024 as part of Captive Power Purchase.

8. WHOLLY OWNED SUBSIDIARY

ZF CV Control Systems Manufacturing India Private
Limited was incorporated with effect from January
05, 2022 as a wholly owned subsidiary (WoS) of the
Company, to Manufacture and sale of auto ancillary
parts for domestic and export markets.

The Share capital of the WoS is INR 100 lakhs and
it has commenced its commercial production in the
financial year 2022-23. Total income of the WoS was
at INR 3,314.30 lakhs as against INR 3,475.93 lakhs
in the previous year. The profit before tax was at
INR 253.20 lakhs as against INR 201.52 lakhs in the
previous year and the Profit after tax was INR 208.19
lakhs as against INR 166.93 lakhs in the previous year.
There has been no change in the nature of business of
the Company during the financial year ended March
31, 2025. Statement containing salient features of the
financial statement of the WoS is given in Annexure -3
to this report.

9. ANNUAL EVALUATION OF THE
BOARD'S PERFORMANCE

The Board adopted a formal mechanism for evaluating
its performance and as well as that of its Committees
and Directors, including the Chairman of the Board
as per the requirements as specified in the guidance
note issued by the Securities Exchange Board of India
(SEBI) and the provisions of the Companies Act, 2013.
The performance evaluation exercise was carried out
through a structured evaluation process (by circulation
of detailed evaluation matrix to all the Directors and
was reviewed & confirmed by each Director) covering
various aspects of the functioning of the Board and
Committees such as their composition, experience
& competencies, performance of specific duties &
obligations, governance issues etc.

NRC reviewed the performance of individual Directors
on the basis of criteria as specified in the Guidance
note and in a separate meeting of Independent
Directors, performance of Non-Independent Directors
and the Board as a whole was evaluated. The
above evaluations were then discussed in the Board
meeting and performance evaluation of Independent
Directors was done by the entire Board, excluding the
Independent Director being evaluated and the Board
was satisfied with their performances, which reflected
the overall engagement of the Board, Committees, and
the Directors with the Company.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of
its constituents in a fair and transparent manner by
adopting the highest standards of professionalism,
honesty, integrity, and ethical behaviour. In line
with the ZF Code of Conduct ('CoC'), any actual
or potential violation, howsoever insignificant or
perceived as such, would be a matter of serious
concern for the Company. The role of the employees
in pointing out such violations of the CoC cannot be
undermined. Hence, the Company has established
a vigil mechanism through “ZF Commercial Vehicle
Control Systems India Limited Whistle Blower Policy”
to enable employees, trainees, directors, and vendors
of the Company, to report genuine concerns, unethical
behaviour, actual or suspected fraud, violation of
Company's Insider Trading Code, any unlawful act or
violation of the Company's Code of Conduct.

The mechanism provides for adequate safeguards
against victimisation of the whistle blower and direct
access to the Chairman of the audit committee.

During the year under review, the Company had
received four whistle blower complaints and the
allegations levelled in the complaints were not
substantiated during the investigation.

11. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORTING

As mandated by SEBI, the Company is publishing its
Business Responsibility and Sustainability Reporting
(BRSR) from the Financial Year 2021-22. The Company
is in 277^th Position (BSE) as per the average market
capitalisation from July 1, 2024 to December 31,

2024, hence as per the Listing Regulations, the
Company has prepared the BRSR for the year ended
March 31, 2025, as per the prescribed format which
forms part of this annual report.

SEBI, through Circular SEBI/HO/CFD/CFD-SEC-2/P/
CIR/2023/122 dated July 12, 2023, has outlined the
mandatory requirement for top 250 companies by
market capitalisation to obtain reasonable assurance
of their BRSR Core Principles for FY 2024-25. Since,
the Company was at 277^th position as per the average
market capitalisation from July 1, 2024 to December 31,
2024 not mandated to comply with this requirement.

Managing Director of the Company is responsible
for the implementation and oversight of the Policies
relating to various principles of BRSR and to take
forward the ESG initiatives.

12. STATUTORY STATEMENTS

12.1 Conservation of energy, Research & Development
Expenses and foreign exchange earnings and outgo

Information regarding conservation of energy, research
& development expenses and foreign exchange earnings
and outgo is given in Annexure 1 to this report, as per
the requirements of Section 134(3)(m) of the Act.

12.2 Corporate Social Responsibility

The Company's CSR initiatives and activities are
aligned to the requirements of Section 135 of the Act.
A brief outline of the CSR policy of the Company and
the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure 2 of
this report in the format prescribed in the Companies
(Corporate Social Responsibility Policy) Rules, 2014.
This Policy is available on the Company's website at ZF
CV India Investor Relations

For other details regarding the CSR Committee, please
refer to the Corporate Governance Report, which is
part of this report.

12.3 Directors' Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Act, the
Board of Directors, to the best of their knowledge and
ability, confirm that:

a. In the preparation of the annual accounts, the
applicable accounting standards have been
followed and there are no 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 as on March 31,
2025 and of the profit of the Company for the
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
Act 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; and

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.

13. DISCLOSURES UNDER COMPANIES ACT, 2013

13.1 Extract of the Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a)
of the Act, the Annual Return as on March 31, 2025
is available on the Company's website at ZF CV India
Investor Relations.

13.2 Number of Board Meetings:

The Board of Directors met four times during FY
2024-25. The details of the Board meetings and
the attendance of the Directors is provided in the
Corporate Governance Report which is part of this
report.

13.3 Committees of Board of Directors:

Details of memberships and attendance of various
committee meetings are given in Corporate
Governance Report. The Board has accepted /
considered all recommendations made by the
Committees to the Board during the financial year.

13.4 Related Party Transactions:

All related party transactions that were entered into
during the financial year were on an arm's length basis
and were in the ordinary course of business. There are
no related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel, or
other designated persons which may have a potential
conflict with the interest of the Company at large.

As per regulation 23(4) of Listing Regulations, prior
approval of shareholders through postal ballot was
obtained for the material related party transactions for
the year ended March 31, 2025 entered between the
Company and M/s ZF CV Systems Global GmbH, fellow
subsidiary of the Company, on March 09, 2024 and the
actual transactions for the year ended March 31, 2025
with the entity is enclosed as Annexure - 4 to this report.

Also, prior approval of shareholders for the proposed
material related party transactions for the financial
year 2025-26 between the Company and M/s. ZF
CV Systems Global GmbH, fellow subsidiary of the
Company, was obtained through postal ballot on
March 22, 2025.

All transactions with related parties are placed before
the audit committee and prior approval of the audit
committee is obtained. The Company has developed
a Related Party Transactions Policy for the purpose of
identification and monitoring of such transactions.

13.5 Internal financial control systems and their
adequacy:

The details in respect of internal financial control and their
adequacy are included in the Management Discussion
and Analysis Report, which is a part of this report.

The Board of Directors of the Company has a Risk
Management Committee to frame, implement,
monitor the risk management activities and review
the Enterprise Risk Management framework of the
Company. The Audit Committee has additional
oversight in the area of financial risks and controls.

The development and implementation of risk
management policy has been covered in the
Management Discussion and Analysis Report, which
forms part of this report.

14. POLICIES

The following policies approved by the Board of
Directors of the Company were uploaded and are
available in the Company's website at the web link: ZF
CV India Investor Relations

14.1.1 Code of Business conduct and ethics by the
Board Members & Senior Management

14.1.2 Corporate Social Responsibility Policy

14.1.3 Related Party Transaction Policy

14.1.4 Nomination and Remuneration Policy

14.1.5 Whistle Blower Policy

14.1.6 Policy for Prohibition of Insider Trading

14.1.7 Policy on Criteria for Determining Materiality of
Events

14.1.8 Dividend Distribution Policy

14.1.9 Corporate Governance Policy

14.1.10 Policy on Familiarisation of Independent Directors
and Other Programs

14.1.11 Material subsidiary policy

14.1.12 Policy for Preservation and Archival of Documents
14.2 Company's policy on Directors' appointment and

remuneration including criteria determining for
qualification, positive attributes, independence of a
director and other matters provided under Section
178(3) of the Act is provided in the Corporate
Governance Report which is a part of this report and
is also available on the Company's website at ZF CV
India Investor Relations

15. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014:

15.1 The ratio of the remuneration of each Director to the median remuneration of the employees and percentage increase in
remuneration of each Director, Managing Director, Chief Financial Officer and Company Secretary in the financial year
and such other details as required are as given below:

*Ms. Amrita Verma Chowdhury was appointed as an Independent Director on October 27, 2023. The remuneration of FY 2023-24 is
annualised for the calculation.

#Rashmi Urdhwareshe was appointed as an Independent Director on March 20, 2024. The remuneration of FY 2023-24 is annualised
for the calculation.

&Ms. Sweta Agarwal was appointed as the Chief Financial Officer on January 10, 2024. The remuneration of FY 2023-24 is annualised
for the calculation.

$Mr. Neeraj Sagar was appointed as an Independent Director on May 22, 2024.

Directors other than those mentioned above have not drawn any remuneration including Sitting Fees & Commission, for the financial
year 2024-25.

15.2 The percentage increase in the median remuneration
of employees in the financial year: 11.66%

15.3 The number of permanent employees on the rolls of
company as on March 31, 2025: 2,488.

15.4 Average percentage increase already made in the
salaries of employees other than the managerial
personnel in the last financial year is in the range of
9 to 11 %. Percentage increase in the managerial
remuneration in the last financial year: (35.58%).

There was no increase in the managerial remuneration
compared to the previous year. With respect to the
Managerial Personnel, variable component is paid in
the form of incentive, as per the remuneration policy
of the Company and based on the financial and non¬
financial parameters and based on their individual
performance and the performance of the Company.
The Board at its meeting dated May 15, 2025,
approved the commission to be paid to Independent
Directors as INR 36.75 lakhs to Mr. Mahesh Chhabria,
INR 26.25 lakhs to Ms. Amrita Verma Chowdhury, INR
26.25 lakhs Ms. Rashmi Urdhwareshe and INR 22.58
lakhs to Mr. Neeraj Sagar respectively.

15.5 The key parameters for any variable component of
remuneration availed by the Directors: Independent
Directors have been paid sitting fees for attending
meetings of the Board and Committees and paid a
profit related commission, but not exceeding 1% of
the net profit of the Company for the financial year.
However, variable component is paid in the form

of incentive, as per the Remuneration Policy of the
Company and based on the financial and non-financial
parameters, to Mr. P. Kaniappan, Managing Director.

15.6 The remuneration of Directors and employees are as
per the remuneration policy of the Company.

15.7 The statement containing names of top ten employees
in terms of remuneration drawn and the particulars of
employees as required under Section 197(12) of the
Act read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is provided in a separate
annexure forming part of this report. Further, this
report and the accounts are being sent to the
Members excluding the aforesaid annexure. In terms
of Section 136 of the Act, the said annexure is open
for inspection and any Member interested in obtaining
a copy of the same may write to the Company
Secretary.

16. CORPORATE GOVERNANCE

The Company has complied with the provisions of the
Listing Regulations concerning corporate governance
and a report to this effect is attached, as required
by Under Schedule V of the Listing Regulation. The
certificate issued by the auditors of the Company

regarding compliance with the corporate governance
requirements is also annexed to this report. The
Managing Director (CEO) and the Chief Financial
Officer (CFO) of the Company have certified to the
board on financial statements and other matters
in accordance with Regulation 17(8) of the Listing
Regulations pertaining to CEO / CFO certification for
the financial year ended March 31, 2025. Further,
applicable Secretarial Standards issued by the Institute
of Company Secretaries of India have been complied
with. The Management Discussion and Analysis
Report, as required by the Listing Regulation and
various disclosures required under the Act is also
attached and forms part of this report.

17. FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company has a structured familiarisation program
for Independent Directors of the Company which also
extends to other Non-Executive Directors to ensure
that Directors are familiarised with their function, role,
rights, responsibilities, and the nature of the Company
Business viz., automotive component industry and ZF
global business model, etc. The Board of Directors
has complete access to the information within the
Company. Presentations are made to the Board of
Directors at all the Meetings and all Committees of
the Board on various matters, where Directors get
an opportunity to interact with Senior Management.
Presentations, inter alia, cover the Company's strategy,
business model, operations, markets, organisation
structure, product offerings, finance, risk management
framework, quarterly and annual results, human
resources, technology, quality, and such other areas as
may arise from time to time.

The Company also issues appointment letters to the
Independent Directors which also incorporates their role,
duties and responsibilities. Further, regulatory updates
on regulatory changes are also periodically placed before
the Board. The details of familiarisation programme have
been hosted in the web site of the Company under the
weblink ZF CV India Investor Relations

18. OTHER PARTICULARS

• The Company has not accepted any deposits
from the public within the meaning of Sections
76 of the Companies Act, 2013 for the year
ended March 31, 2025.

• There are no significant and material orders
passed by regulators or courts or tribunals, which
would impact the going concern status of the
Company and its future operations.

• The Company does not have any associate or
joint venture during the financial year

2024-25, apart from one wholly owned subsidiary
incorporated in the financial year 2021-22.

• There was no Company which has become or
ceased to be Company's subsidiary, Joint venture
or associate during the financial year 2024-25.

• The Company has not raised any funds during the
year.

• The Company has not taken any loan during the
year and neither there are any outstanding loans
as on March 31, 2025. Hence there were no
instances of any one-time settlement, nor any
valuation done in this regard.

• The Company neither filed an application
during the year under review nor there are any
proceedings pending against the Company under
the Insolvency and Bankruptcy Code, 2016 as of
March 31, 2025.

• The Company has not transferred any amount to
general reserves during the year ended March
31, 2025.

• There are no material changes and commitments,
affecting the financial position of the Company
which have occurred between the end of the
financial year March 31, 2025 and at the date of
this report.

• Disclosure Under THE SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has adopted the Anti-Sexual
Harassment Policy in line with the requirements
of the Sexual Harassment of Women at the
Workplace (Prevention, Prohibition & Redressal)
Act, 2013. In compliance with the provisions
under Section 4 of the Sexual Harassment of
Women at the Workplace (Prevention, Prohibition
& Redressal) Act, 2013, Internal Complaints

Committee (ICC) of the Company has been
constituted to redress complaints regarding
sexual harassment. 2 Complaints were received
and resolved during the year 2024-25 and there
are no complaints pending for resolutions.

19. INTEGRATED REPORT

The Company has voluntarily provided Integrated
Report, which encompasses both financial and
non-financial information to enable the Members
to take well-informed decisions and have a
better understanding of the Company's long¬
term perspective. The Report also touches upon
aspects such as organisation's strategy, governance
framework, performance and prospects of value
creation based on the six forms of capital viz.
financial capital, intellectual capital, human capital,
manufactured capital, social capital and natural
capital.

Acknowledgement

The Directors thank the vehicle manufacturers,
distributors, vendors and bankers for their
continued support and assistance. The Directors
gratefully acknowledge the support rendered by ZF
Friedrichshafen AG. The Directors wish to place on
record their appreciation of the excellent work done
by employees of the Company at all levels during the
year. The Directors specially thank the shareholders for
the confidence reposed by them in the Company.

For and on behalf of the Board

Sd/-

Akash Passey

Chennai Chairman

May 15,2025 DIN:01 198068