The Board of Directors of your Company are pleased to
present the fortieth (40^th) Board Report on the business
and operations of Munjal Showa Limited ("the Company")
together with the Audited Financial Statements and the
Auditors' Report thereon for the financial year ended March
31, 2025 ("year under review").

FINANCIAL SUMMARY AND HIGHLIGHTS

The salient features of the Company's financial performance
for the year ended March 31, 2025 are as follows:

OPERATIONS & STATE OF THE COMPANY'S AFFAIRS

The Company has achieved a sales turnover (Net of GST)
including other income of ' 1,28,071.97 lakhs as compared
to ' 1,20,711.03 lakhs in the previous year. The profit before
tax in the current year was ' 3,516.45 lakhs as compared to
' 3,629.03 lakhs in the previous year.

The State of affairs of the Company is detailed in the
"Management Discussion & Analysis Report" annexed as
Annexure-A and forms part of this report.

CREDIT RATING

The Company's financial discipline and prudence is reflected
in the credit ratings ascribed by CRISIL rating agency as
given below:

Long-Term Rating CRISIL A/Stable

Short-Term Rating CRISIL A1

' (in crores)

' 80.75 Long-Term Loans CRISIL A/Stable

' 10 Cash Credit CRISIL A/Stable

' 53.50 Letter of Credit CRISIL A/Stable

' 6 Commercial Paper CRISIL A1

20 Crore submit to CC, 10 Crore submit to BG

TRANSFER TO GENERAL RESERVE

The Company has not transferred any amount to General
Reserve during the financial year 2024-2025. The balance
amount of ' 30,739.56 lakhs (Previous Year ' 29,717.25
lakhs) will be retained as surplus in the statement of Profit
and Loss.

DIVIDEND

Your Board of Directors are pleased to recommend a final
dividend of 225% (i.e., ' 4.50 per equity share of ' 2.00/-
each fully paid up) on the paid-up Equity Share Capital of
the Company for the financial year ended March 31, 2025
amounting to ' 1,799.78 lakhs.

As per Regulation 43A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("Listing

Regulations") read with SEBI (Listing Obligations and
Disclosure Requirements) (Second Amendment)
Regulations, 2021 dated May 05, 2021, the Company has
formulated the Dividend Distribution Policy of the Company
and the Dividend recommendation is in accordance with
the Dividend Distribution Policy of the Company, and such
policy is available at the Company's website at https://www.
munjalshowa.net/wp-content/uploads/2021/06/Dividend-
Distribution-Policy.pdf

In view of the changes made under the Income-tax Act,
1961, by the Finance Act, 2020, Dividend Distribution
Tax (DDT) which used to be payable by the Company has
been abolished and the dividend paid or distributed by the
Company shall be taxable in the hands of the Shareholders.
Your Company shall, accordingly, make the payment of the
Dividend after deduction of tax at source. The final dividend,
if approved by the shareholders, at the 40^th Annual General
Meeting shall be payable to the eligible shareholders
registered in the books of the Company and the beneficial
owners whose names are furnished by the depositories, as
on the cutoff date for determining the name of shareholder
for paying dividend i.e. Friday, August 01,2025

SHARE CAPITAL

The authorized share capital of the Company is
' 15,00,00,000 (INR Fifteen Crores only) divided into
7,50,00,000 (Seven Crores Fifty Lakh) equity shares of face
value of ' 2 (Rupees Two) each. The paid-up Share Capital
of the Company as on March 31, 2025 was ' 7,99,90,000
(Rupees Seven Crore Ninety-Nine Lakhs Ninety Thousand
only) divided into 3,99,95,000 (Three Crore Ninety-Nine Lac
Ninety-Five thousand only) equity shares of face value of
' 2 (Rupees Two) each.

During the year under review, there was no change in the
authorised, subscribed and paid-up share capital of the
Company from the last financial year.

During the year under review, the Company has not issued
any shares with differential voting rights nor granted any
stock options or sweat equity shares. The Company has not
issued or repaid any Debentures, Preference Shares, Bonds
and Security during the financial year. None of the Directors
of the Company hold any shares or security of the Company.
The Company does not have any Debentures or Preferential
Shares as on March 31, 2025.

FINANCE

Cash and cash equivalent as at March 31, 2025 was
' 2,601.27 Lakhs. The Company continues to focus on
judicious management of its working capital. Receivables,
inventories and other working capital parameters were kept
under strict check through continuous monitoring.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

During the year under review, the Company has neither
given any guarantee nor provided any security covered
under the provision of Section 186 of the Companies Act,
2013 ("the Act").

The Company has made investments in Mutual funds,
Alternative Investments Funds, Commercial paper,
Perpepual Bond, debentures and has given loans/advances
to its vendors in the ordinary course of business. The details
of investments made, and loans given are provided in Note
No. 5A & 5B of the financial statements for the year ended
March 31, 2025.

CORPORATE GOVERNANCE

Your Company has been practicing the principles of good
Corporate Governance over the years. The Company has
complied with the Corporate Governance requirements
as stipulated under the Listing Regulations. In terms
of Regulation 34 of Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate
Governance along with a Certificate from M/s. Deloitte
Haskins & Sells LLP, Chartered Accountants, Statutory
Auditors of your Company confirming the compliance of
Corporate Governance is annexed as Annexure-B and forms
an integral part of the Annual Report.

TRANSFER TO INVESTOR EDUCATION AND
PROTECTION FUND

Pursuant to the provisions of Section 124 of the Act read
with Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules") and subsequent amendment thereof, the amount
of dividends, which remained unpaid or unclaimed for
a period of seven consecutive years from the date of
transfer to Unpaid Dividend Account of the Company, and

underlying equity shares on which dividend has not been
paid or claimed by the members for seven consecutive years
are required to be transferred to the Investor Education and
Protection Fund (IEPF) Authority established by the Central
Government.

The amount of unclaimed dividend of ' 12,91,188 was
transferred into IEPF account in respect of financial year
2016-17 on October 26, 2024.

The Company has transferred 33,531 Equity Shares of ' 2.00
each on which the dividend remained unpaid or unclaimed
for seven consecutive years, on October 25, 2024 to the IEPF
Account, after following the prescribed procedure.

STATUTORY AUDITORS

Pursuant to Section 139 of the Act, read with the Companies
(Audit and Auditors) Rules, 2014, the Members of the
Company in 37^th Annual General Meeting ("AGM") approved
the appointment of M/s Deloitte Haskins & Sells LLP,
Chartered Accountants (ICAI Registration No. 117366W/W-
100018) as the Statutory Auditors of the Company for the
period of 5 years, whose term of office will come to end after
conclusion of 42^nd Annual General Meeting (AGM) of the
Company. The shareholder of the Company in its meeting
held on 12^th August, 2022, approved the re-appointment
of M/s Deloitte Haskins & Sells LLP, Chartered Accountants
(ICAI Registration No. 117366W/W-100018) as the Statutory
Auditor of the Company for a second term of 5 consecutive
years and who shall hold office up to the conclusion of the
42nd AGM of the Company to be held in financial year 2027¬
2028.

There are no qualifications, reservation, adverse remark,
observations, comments or disclaimer given by the Auditors
in their Report except mentioned below:

The audit trail has not been enabled in respect of changes for
relevant tables made by users with privileged access and audit
trail has not been enabled at the database level to log any
direct data changes. Consequently, we are unable to validate
whether there were any instances of the audit trail feature
being tampered with.

Management response:

Audit Trail as pointed out by the auditor's audit trail feature
was available throughout the year except for direct changes
in the relevant tables at application level. Internal controls

for the year 2024-25 were running effectively throughout
the year.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Company had appointed M/s
AKU & Associates (COP No. 17196), a proprietorship firm of
Company Secretary, as the Secretarial Auditor to conduct the
Secretarial Audit of the Company for the financial year 2024¬
25. The Company had received their written consent that
the appointment will be in accordance with the applicable
provisions of the Act and rules framed thereunder.

The Secretarial Audit Report is self-explanatory and do not
call for any further comments. There are no qualifications,
reservations, adverse remark, observations, comments
or disclaimer given by the Auditors in their Report except
mentioned below:

1. The Company, in adherence to the provisions of Sections
196, 197, 203, and other applicable provisions of the
Companies Act, 2013 and rules made thereunder, along
with the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, had duly approved the
appointment of Mr. Hitoshi Fukagawa (DIN: 10611378) as
Joint Managing Director of the Company. However, the
statutory filing of e-Form MR-2—being the prescribed
application to the Central Government (Ministry of
Corporate Affairs) for approval of such appointment—
was submitted/ filed beyond the prescribed timeframe.
Consequently, the Ministry of Corporate Affairs (MCA)
did not take the said form on record. As per the records
and information/explanation/justification furnished
before us by the company, to rectify this procedural
lapse, the Company, has initiated the necessary process
and submitted an application for condonation of delay
in filing e-Form MR-2 concerning the appointment of
Mr. Hitoshi Fukagawa as Joint Managing Director to the
Central Government (Ministry of Corporate Affairs).

2. There was an instance of a delayed submission under
Regulation 30 read with Schedule III of Securities and
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015 and Master
circular issued by Securities and Exchange Board of
India (SEBI) on November 11, 2024, concerning the

letter titled "Warning Letter" dated December 27,
2024 bearing reference number NSE/LIST/COMP/
MUNJALSHOW/0i/2024-2025. This letter, issued by the
National Stock Exchange of India Limited ("NSE"), advised
the Listed Entity/Company to refrain from incorporating
PAN information in any disclosure/ announcements/
any other public document filed with the Exchange.
Furthermore, the letter instructed the Listed Entity to
disseminate a copy of this letter on the Stock Exchanges
where they are listed. The aforementioned letter was
subsequently intimated to the exchanges on January 07,
2025.

3. The company's adherence to the Secretarial Standards
prescribed by the Institute of Company Secretaries
of India (ICSI) relating to the Board, General and
Committee Meeting (s) including the Notice, Agenda and
maintenance of the Minute Book for Board, General and
Committee meeting(s) was observed to be satisfactory.

Management Response:

1. Form MR-2 has been filled with the MCA with a
delay of 6 days due to unavailability of auditor
certificate on time and technical issues on the
Ministry of Corporate Affair website. As per The
Companies Act, 2013, condonation of delay
application should be filled with the Ministry.
Earlier there was form CG-1 which was available
for condonation of delay but now it's not available
on the website. The Company has filled the
condonation of delay application with the form
MR-2 as well as in physical form. This matter
of condonation of delay is pending before the
ministry for their consideration.

2. The Company's office remained non-operational
from December 26, 2024, to January 01, 2025.
The Company Secretary and Compliance Officer
resumed duties on January 07, 2025, and the
intimation of aforementioned letter to the
exchanges was duly submitted on the first day of
rejoining. As per Regulation 30 of SEBI LODR, 2015
the company submitted this letter to the stock
exchange in as soon as reasonable possible time.

3. The Company has established adequate systems
and processes to ensure compliance with the
applicable Secretarial Standards issued by the

Institute of Company Secretaries of India (ICSI),
including those relating to Board and General
Meetings. These systems are operating effectively
and are periodically reviewed. The Company
has, in general, complied with all applicable
Secretarial Standards. Further, the Company is
committed to continually enhancing its corporate
governance practices and will duly implement
the recommendations made by the Secretarial
Auditor in this regard.

The Report given by the Secretarial Auditor for
the financial year ended on March 31, 2025 is
annexed as Annexure-D and forms an integral part
of Annual report.

Further, no fraud has been reported by the
Auditors in terms of Section 143(12) of the Act
during the financial year.

INTERNAL AUDITORS

M/s Vaish & Associates, Chartered Accountant perform
the duties of internal auditors of the Company and their
performance and reports are reviewed by the Audit
Committee.

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

The details pursuant to Section 134(3)(m) of the Act read
with Rule 8 of the Companies (Accounts) Rules, 2014
regarding Conservation of Energy, Technology Absorption
and Foreign Exchange earnings & outgo is annexed as
Annexure-E and forms an integral part of this report.

ANNUAL RETURN

In terms of provisions of Section 92(3), 134(3)(a) of the Act
read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, the copy of annual return of
the Company for the Financial Year ended March 31, 2025
has been placed on the website of the company and the
same can be accessed by the any person through below
given web-link. www.munjalshowa.net.

PARTICULARS OF EMPLOYEES

The statement of particulars of employees as per Section 197
of the Act read with Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, for

the year ended March 31, 2025 is annexed as Annexure-F
and forms an integral part of this report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

In terms of provisions of Section 135 of the Act and the
Companies (Corporate Social Responsibility Policy) Rules,
2014, the Corporate Social Responsibility (hereinafter
referred as 'CSR') Committee has formulated a CSR Policy
indicating the activities to be undertaken by the Company.
The constitution of CSR Committee is disclosed in Corporate
Governance Report which forms an integral part of Annual
Report.

The CSR policy may be accessed on the Company's website

i.e. https://munjalshowa.net/wp-content/uploads/2024/04/
CSR-POLICY.pdf

As part of its initiatives under CSR, the Company has
undertaken projects in the areas of Education, Health, Water
and Sanitation. These projects are largely in accordance
with Schedule VII of the Act and CSR Policy of the Company.
The annual report on CSR activities as required under the
Companies (CSR Policy) Rules, 2014 is set out as Annexure-G
and forms an integral part of this report.

Munjal Showa Limited considers Corporate Social
Responsibility as an integral part of its business activities
and endeavors to utilize the allocated CSR budget for the
benefit of the society.

The Company has incurred the CSR expenditure as follows:

*The Company has spent excess of' 4,48,664 for CSR Expenses
in the financial year2024-25. In the Year2024-25 the Company
Adjusted ' 1,40,044 (excess expenditure done in FY 2022¬
23) against CSR Expenses liability of the said year. Therefore,
'5,88,708 will be available for set off in succeeding financial
years.

For the subsequent years, the Company endeavors to spend
the budgeted CSR expenditure in accordance with the
statutory requirements.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting
the financial position of the Company that have occurred
between the end of financial year and the date of the report.

ENVIRONMENT COMPLIANCE

We believe that"waste is a precious resource kept in a wrong
place". We further believe that "there is no waste as per the
law of the nature". Hence from the solid waste like Iron & Steel
from old scrap machines, we are collecting the raw material
and we are manufacturing "Lean and Low cost" machines
with a philosophy of Easy to run, Easy to maintain, Easy
to clean and Zero accident by meeting all the quality and
productivity standard. Everything is done in-house starting
from design up to finishing the machine. This concept of
reuse of metallic waste is highly appreciated by CII, ACMA
and international experts of our Japanese Collaborator. By
Regular training for workers and staff to prevent accident
related to mechanical, electrical, chemical, physiological,
and psychological safety the Company has made "Zero
incidents" as acceptable standard. Hazard Identification
and Risk Assessment (HIRA) is our primary focus to mitigate
and prevent the abnormalities. Because of our dedicated
and committed efforts in continual improvement of
Safety, Health, and Environment area, we had received two
National Awards from Ministry of Labour and Employment,
Government of India for safety. The Company is a regular
member of Haryana Environment Management Society.

The Company has started Green Vendor Development
Programme (GVDP) since 2009-10. The aim of the project
is to conserve water and energy, minimize generation of
waste, terminate hazardous chemicals with non-hazardous
chemicals, minimize carbon footprint and generate
pollution prevention awareness throughout the plant and

to achieve 100 percent legal compliance. The Company is
rigorously improving to create a better place for our next
generation.

TOTAL PRODUCTIVE MAINTENANCE

The Company has taken up the journey of Total Productive
Maintenance (TPM) with the help of JIPM (Japan Institute
of Plant Maintenance) Japan and CII, TPM Club India. Major
objectives of TPM are to increase (PQCDSME) Productivity,
to improve Quality, to reduce Costs, to ensure in time
Delivery, to increase Safety, to increase profitability, to
build Morale and to protect environment by formation of
small cross functional work groups and to improve overall
Plant efficiency. The other objectives are to procure and
install maintenance free plant and machinery; and to
achieve zero defects, zero breakdown, zero losses and zero
accidents. In nutshell, TPM is to identify 21 types of Losses
& converts them into Profit. We are able to reduce Repair &
Maintenance Cost and working very aggressively towards
reduction in Inventory Loss.

We have achieved TPM Excellency Award "Category A" for
Gurugram and Manesar Plants in the years 2008 and 2010
respectively from Japan Institute of Plant Maintenance. We
have been awarded by JIPM TPM Excellence Consistency
Award for both Gurugram & Manesar Plants in the year
2013. Now we have started TPM Journey in our Haridwar
Plant also & we had TPM Kick-Off Ceremony in November
2015.

LEAN TPM ACTIVITIES

We have clubbed TPM with lean manufacturing system.
Through Lean we are able to focus & control 8 types of
wastes. Now we are giving more focus on 3 M's - Muda, Mura
& Muri. Our Company has conducted Lean Manufacturing
System (Value Stream Mapping) Workshop through JMAC
Japan. We have converted huge & complicated machines
by using TPM & Lean Concepts. These machines consume
very less Electricity, occupy less space, take very less inputs
like consumables, manpower, tools, oils, compressed air,
less set-up time, less cycle time, etc. These machines are 10S
Machines (Safe, Simple, Small, Slim, Speed, Smart, Sturdy,
Superb, Sushil & Sunder) and help us in reducing Cost of
manufacturing. As on date we have built & rebuild 1121
machines.

Low-Cost Automation is the need of hour. In this area we
have achieved great success in a very short span of time
by manufacturing 16 numbers 2W Rod CNC machines
from manual to Automatic mode. Besides this Automation
has been achieved in most of Damper case & Bottom tube
Welding process in all the 3 Plants. Many other machines
in different lines. Resulting into Quality & Productivity
improvements in many folds. Another 7 major Projects are
there in pipeline & very soon we will achieve them. We are
also working towards Introduction & implementation of
Material Flow Cost Accounting.

Major breakthrough achieved by in-house manufacturing
of 23 SPM Machines for Floating Piston Technology in Rear
Cushion segment. Already Proto samples submitted with
Hitachi Astemo as well as Hero CIT. Will start SOP in Jan 2026.

Also achieved another breakthrough in developing
22 machines for Inverted Front Fork Technology shock
absorbers for the prime segment Motor-cycles.

Fully Automatic Valves counting & Dispensing Machine has
been developed In-house with a very high level of accuracy.
This is another breakthrough achievement besides this was
the requirement of all the Customers.

ISO/TS 16949/LATF16949 ACCREDITATION

Your Company's manufacturing facilities are located at
Gurugram, Haridwar and Manesar and we continue to
maintain and uphold the prestigious ISO/TS 16949:2009, ISO
14001:2015 and OHSAS 18001: 2007 (Occupational Health
& Safety Assessment Series) certifications from reputed
leading Indian and International Certification Institutions.

Further your Company is now an "ISO-45001" certified
Company. This Certificate for Safety Management System is
approved by the International Standard Organization. This
is an International Standard that specifies requirements for
an occupational health and safety (OH&S) management
system.

These certifications help in continuous improvements,
besides emphasis being laid on prevention of defects,
reduction of waste, prevention of near misses and to ensure
maximized customer delight.

LISTING

The shares of your Company are listed on the National
Stock Exchange of India Limited (NSE) and BSE Limited

(BSE), and pursuant to Clause C (9)(d) of Schedule V of SEBI
Listing Regulations, the annual Listing fees for the year
2025-26 has been paid to them well before the due date i.e.
April 30, 2025. Annual Custody/Issuer fee for the year 2025¬
26 has been paid by the Company to the depositories viz.
NSDL and CDSL.

HUMAN RESOURCES

Promoting Human Resources management is the strength
of our Company and over a period of time, we have
changed our vision of employees from "Human Resources
Management" to "Human Capital Management".

Your Company believes that employees form the fulcrum
of growth and differentiation for the organization. The
Company recognizes that people are its principal assets and
that its continued growth is dependent upon the Company's
ability to attract and retain quality people. The total
headcounts were 2088 at the end of the year as compared to
2330 of the previous year. The Company encourages long¬
term commitment to the Company by rewarding its people
for the opportunities they create, and the value generated
for customers and shareholders. The Company conducts
several employee engagement and training Programmes to
upgrade the skills of the workforce and generate specialist
in quality, maintenance and manufacturing. As desired by
the Government of India we have started NEEM Scheme
and NAPS Scheme in order to enhance the technical skill
level of our unemployed youths.

Many initiatives have been taken to support business
through organizational efficiency, process change support
and various employee engagement Programmes which
have helped the organization achieve higher productivity
levels. A significant effort has also been undertaken
to develop leadership as well as technical/ functional
capabilities in order to meet future talent requirement.

BUSINESS RISK MANAGEMENT

The Company has a Risk Management Policy to identify,
evaluate business risks and opportunities. This framework
seeks to create transparency, minimize adverse impact
on the business objectives and enhance the competitive
advantage of the company. The business risk framework
defines the risk management approach across the enterprise
at various levels including documentation and reporting.

The Company regularly conducts a study to develop a
comprehensive 360° view on the opportunities, risks and
threats to the business. These include areas such as market
trends, new competition, changing customer preferences,
disruptions in supplies, product development, talent
management etc.

The Board has identified following risks: -

Intensifying Competition, Declining margins, Imposition
of strict environmental / safety / regulatory regulations,
Increase in raw material/component prices, Dependence
on Collaborators, Over dependence on limited user
segment base, Economic downturn, Risk of natural or
manmade disasters, Product liability / recall, Single vendor
dependence for critical components , Investment risks in
expansion projects, Sales Catering only to Domestic Market,
Over Dependence on few customers base, Retention &
development of personnel and Inappropriate addressing of
customer grievances. We through qualitative products and
brand image, import only in case of cost advantage, regular
improvement in productivity, controls over overhead
and Labour cost through a robust control of approvals,
internal audit of environmental safety and regulatory
compliance, localization of components, insurance, TS
16949 certification, TPM certification, regular development
of alternate vendors where only single source, capturing
customer complaints and response to them, have effective
risk mitigating plans.

The website link is given below:

https://www.munjalshowa.net/wp-content/

uploads/2021/06/Risk-Management-Policy.pdf

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a vigil mechanism for the
Directors and Employees of the Company by adopting the
Whistle Blower Policy to report about the genuine concerns,
unethical behaviour, fraud or violation of Company's Code
of Conduct. Your Company hereby affirms that no Director/
Employee of the Company have been denied access to
the Chairperson of the Audit Committee. The details of
the Whistle Blower Policy are explained in the Corporate
Governance Report which form an integral part of this
Report and is also posted on the website of the Company.

The website link is given below:

https://munjalshowa.net/wp-content/uploads/2025/05/

VIGIL-MECHANISM-POLICY.pdf

RECOMMENDATION OF THE AUDIT COMMITTEE

During the year, all the recommendations made by the
Audit Committee were accepted by the Board.

CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the
Company during the Financial Year 2024-25.

DIRECTORS AND KEY MANAGERIAL PERSONNEL'S

During the financial year 2024-25, following changes took
place in the composition of Board of Directors and Key
Managerial Personnel of the company:

1. The Board of Director, on recommendation of the
Nomination and Remuneration Committee and
approval by members of the Company through postal
ballot (Remote E-voting) dated March 16, 2024 (being
the last date of Remote E-voting), approved the
appointment of Dr. Neetika Batra (DIN: 10219725) as
a Non-Executive Independent Women Director of the
Company w.e.f. April 01, 2024 to hold office for a term
of five consecutive years, i.e. up to March 31, 2029, not
liable to retire by rotation.

2. Mrs. Charu Munjal (DIN: 03094545) resigned as Director
(Non-Executive) of the Company effective as of the
close of business hours on May 29, 2024.

3. The Board of Director, on recommendation of the
Nomination and Remuneration Committee and
subject to approval by members of the Company in
ensuing Annual General Meeting ("AGM") and Central
Government, approved the appointment of Mr. Hitoshi
Fukagawa (DIN: 10611378) who was appointed by the
Board as Additional Director (Executive Director) on
May 29, 2024 and as the Joint Managing Director of the
Company, w.e.f. May 29, 2024 to hold office for a term
of five consecutive years, i.e. up to May 28, 2029, liable
to retire by rotation on such terms of employment as
agreed between the Company.

In accordance with the provisions of the Companies Act,
2013 not less than 2/3rd (Two-third) of the total number
of Directors (other than Independent Directors) shall be

liable to retire by rotation. Accordingly, pursuant to the Act
read with the Articles of Association of the Company, Mr.
Yogesh Chander Munjal, Executive Director and Mr. Hitoshi
Fukagawa, Executive Director are liable to retire by rotation
at the ensuing 40^th AGM and being eligible they have offered
themselves for re-appointment.

During the year under review, apart from the above-stated
facts, there is no change in the composition of Board of
Directors. Further, there was no change in the office of
the Key Managerial Personnel of the company except as
mentioned above.

Pursuant to the provisions of the SEBI Listing Regulations
and the Act, the profiles of all the Directors, seeking
appointment/re-appointment at the ensuing AGM, have
been provided in the Notice of 40^th AGM of the Company.

All Independent Directors have given individual declarations
that they meet the criteria of independence as laid down
under Section 149(6) of the Act and Listing Regulations.
All the Independent Directors have registered themselves
under data bank of Independent Directors created and
maintained by Indian Institute of Corporate Affairs.

With regard to integrity, expertise and experience (including
the proficiency) of the Independent Directors, the Board of
Directors is of the opinion that all the Independent Directors
are persons of integrity and possess relevant expertise and
experience and their continued association as Directors
will be of immense benefit and in the best interest of the
Company.

All Directors of the Company have also given declarations
that they are not debarred from holding the office of
Director by virtue of any SEBI order or any other such
statutory authority as required under the Circular dated
20^th June, 2018 issued by BSE Limited and National Stock
Exchange of India Limited.

The Company appreciates the dedicated and valuable
guidance given by all the Directors of the Company.

COMMITTEES OF THE BOARD

The Company has several Committees which have been
established in compliance with the requirement of the
relevant provisions of applicable laws and statutes.
As on March 31, 2025, the Board has five committees:
The Audit Committee, Nomination and Remuneration

Committee, Corporate Social Responsibility Committee,
Share Transfer/Stakeholders Relationship Committee and
Risk Management Committee. A detailed note on the
composition of the Board and its committees is provided in
the Corporate Governance Report, which forms an integral
part of the Board Report.

SUBSIDIARY COMPANIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

During the year under review, the Company is not having
any subsidiary, joint venture, Associate Company. Further,
no Company became or ceased to be a Subsidiary/Joint
Venture/Associate of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act and Listing
Regulations, the Board in consultation with Nomination
and Remuneration Committee has carried out an annual
performance evaluation of its own, the Directors individually
as well as its various committees and the Chairman on
the criteria as recommended by the Nomination and
Remuneration Committee of the Company. The manner in
which the formal annual evaluation has been carried out
has been explained in the Corporate Governance Report,
which forms an integral part of this report. The performance
evaluation was found satisfactory.

NOMINATION AND REMUNERATION POLICY AND
REMUNERATION TO THE DIRECTORS

The Board on the recommendation of the Nomination &
Remuneration Committee has framed a policy for selection
and appointment of Directors, Senior Management
Personnel including Key Management Personnel and
affixing their remuneration. The salient features of the
Nomination and Remuneration Policy are mentioned below:

• The Nomination and Remuneration Policy of the
Company is designed to attract, motivate, improve
productivity and retain manpower by creating a
congenial work environment, encouraging initiatives,
personal growth, team work and inculcating a
sense of belongingness and involvement, besides
offering appropriate remuneration packages and
superannuation benefits.

• The Committee shall comprise at least three (3)
Directors, all of whom shall be non-executive Directors
and at least two-third shall be Independent.

• The Nomination and Remuneration Committee shall
meet at least once in a financial year.

• Quorum of the meeting shall be either two members or
one-third of the members of the committee, whichever
is greater, including at least one independent director
in attendance.

• The Role of the Committee includes: Periodically
reviewing the size and composition of the Board to
have an appropriate mix of executive and independent
Directors to maintain its independence and separate
its functions of governance and management and
to ensure that it is structured to make appropriate
decisions, with a variety of perspectives and skills, in
the best interests of the Company;

• Formulate the criteria for determining qualifications,
positive attributes and independence of a Director and
recommend to the Board, relating to the remuneration
for the Director, key managerial personnel and other
employees.

• Establishing and reviewing Board, KMP and Senior
Management succession plans in order to ensure and
maintain an appropriate balance of skills, experience
and expertise on the Board and Senior Management.

• The Board as per the criteria approved by the
Nomination and Remuneration Committee shall
carry out evaluation of performance of its own,
its committees, and individual Directors and the
Chairman.

The Nomination and Remuneration Policy is available on
the website of the Company at:

https://munjalshowa.net/wp-content/uploads/2025/07/

NRC-POLICY.pdf

The details of remuneration under Section 197 of the Act
paid to Directors are given in point No. IV of Corporate
Governance Report which forms an integral part of this
Report.

BOARD DIVERSITY POLICY

The Company recognizes and embraces the importance of
a diverse Board in its success. We believe that a truly diverse
board will leverage differences in thought, perspective,
knowledge, skill, regional and industry experience, cultural
and geographical background, age, ethnicity, race and
gender, which will help us, retain our competitive advantage.
The Board has adopted the Board Diversity Policy which

sets out the approach to diversity of the Board of Directors.
The Board Diversity Policy is available on our website at:

https://www.munjalshowa.net/wp-content/

uploads/2016/02/Boards-Diversity-Policy.pdf

MEETINGS OF BOARD OF DIRECTORS

A calendar of Meetings is prepared and circulated in
advance to the Directors. During the financial year, four (4)
Board Meetings were convened and held on May 29, 2024,
August 12, 2024, November 11,2024, and February 06, 2025.
The details of Board and Committee Meetings and Board
members and Committee members who have attended the
meetings are given in the Corporate Governance Report
forming part of this Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors make the following statement in terms of
Section 134(3)(c) & (5) of the Act, which is to the best of their
knowledge and belief and according to the information and
explanations obtained by them:

a. In the preparation of the annual accounts for the
Financial Year ended March 31, 2025, the applicable
accounting standards had been followed and no
material departures were made from the same;

b. Appropriate accounting policies have been selected
and applied 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 financial year ended March 31, 2025 and of
the profits of your Company for that period;

c. Proper and sufficient care has been taken for the
maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of your Company and for
preventing and detecting fraud and other irregularities;

d. The annual accounts have been prepared on a going
concern basis;

e. They have laid down Internal Financial Controls to
be followed by the Company and that such Internal
Financial Controls are adequate and were operating
effectively; and

f. They have devised proper systems to ensure
compliance with the provisions of all applicable laws

and that such systems are adequate and operating
effectively.

RELATED PARTY TRANSACTIONS

During the year under review, all transactions entered by the
Company with Related Parties as defined under the Act and
Listing Regulations were in the ordinary course of business
and on an arm's length pricing basis and do not attract the
provisions of Section 188 of the Act. Hence, the requirement
of Form AOC-2 as required under Section 188(1) of the Act is
not applicable to the Company.

The Company has not entered into any material related
party transactions, i.e., transactions exceeding 10% of the
annual consolidated turnover or ' 1000 Crore, whichever is
lower, as per the last audited financial statements.

All transactions with related parties were periodically placed
before Audit Committee and committee has also given
omnibus approval for repetitive and foreseen transactions.
The Board and Audit Committee also noted these related
party transactions on a quarterly basis. The details of related
party transactions are given in Note No. 33 of Audited
Financial Statements.

The Related Party Transactions Policy is available on the
website of the Company at:

https://munjalshowa.net/wp-content/uploads/2025/02/

RELATED-PARTY-TRANSACTIONS-POLICY.pdf

MAINTAINANCE OF COST RECORDS

The provisions of Section 148 of the Act is not applicable to
the Company so the Company is not required to maintain
cost records under the aforesaid section.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a comprehensive system of internal
control to safeguard the Company's assets against any loss
from unauthorized use and ensure proper authorization of
financial transactions.

The Company has internal control systems commensurate
with the size and nature of the business and has experienced
personnel positioned adequately in the organization to
ensure internal control processes and compliances. The
Company takes abundant care in designing, reviewing
and monitoring regularly the working of internal control
systems and their compliances for all important financial

internal control processes. The Audit findings are reported
on a quarterly basis to the Audit Committee of the Board
headed by a Non-Executive Independent Director.

The Company has robust ERP systems based on SAP
platform. This ensures high degree of systems-based checks
and controls.

The Company maintains a system of internal controls
designed to provide a high degree of assurance regarding
the effectiveness and efficiency of operations, the reliability
of financial controls and compliance with laws and
regulations.

The Act has introduced under Section 143(3)(i) stating
that the statutory auditors of the Company shall include
in his audit report whether the Company has adequate
internal financial controls system in place and the operating
effectiveness of such controls in addition to the reporting
by Board of Directors in director's responsibility statement.
The concept of reporting on internal financial controls is still
new in India. This new reporting requirement has thrown up
many challenges. The Company has developed the internal
financial control processes and that was vetted by the
internal auditors during the year. The same has also been
verified by the statutory auditors and who have reported
that all the material Internal financial controls exist during
the financial year 2024-25.

The Company has developed a compliance tool for the
purpose of legal compliance of all the applicable Acts to the
Company.

COMPLIANCE OF THE SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial
Standards on Board and General meetings issued by the
Institute of Company Secretaries of India and that such
systems are adequate and operating effectively. The board
has complied all the secretarial standard applicable on the
Company.

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report for the
year under review as stipulated under Regulation 34 of

the Listing Regulations is presented in a separate section
forming part of this Annual Report.

GENERAL

Your Directors state that no disclosure or reporting is
required in respect of the following items as there were no
transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V
of the Act - The Company did not invite/accept any
deposit within the meaning of Chapter V of the Act,
and the rules made thereunder.

2. No significant or material orders were passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations in
future.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION & REDRESSAL), ACT,
2013

The Company has in place a Policy on prevention of Sexual
Harassment at workplace in line with the requirements
of The Sexual Harassment of Women at the Workplace
(Prevention, Prohibition & Redressal) Act, 2013. Internal
Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All
employees (permanent, contractual, temporary, trainees)
are covered under this policy.

Your Directors further state that during the year under
review, no complaints were received or pending pursuant to
the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

Various workshops and awareness Programmes w.r.t.,
prevention of sexual harassment has been carried out
during the F.Y. 2024-25.

PROCEEDING UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

The Company has not made any application or any
proceeding pending under the Insolvency and Bankruptcy
Code, 2016 (31 of 2016) ("IBC Code") during the year.
Further, at the end of the year, Company does not have any
proceedings related to IBC Code.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT ANDTHE VALUATION DONE WHILETAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF

During the year under review, the Company has not made one-time settlement therefore, the same is not applicable.
POLICIES

We seek to promote and follow the highest level of ethical standards in all our business transactions guided by our value
system. The SEBI Listing Regulations mandated the formulation of certain policies for all listed companies. All our corporate
governance policies are available on website of the company i.e. www.munjalshowa.net

ACKNOWLEDGEMENT

Your Directors place on record their appreciation of the co-operation and support extended to the Company by Government
of India, State Governments of Haryana and Uttarakhand, other local authorities, bankers, suppliers, customers and other
stakeholders whose continued support has been a source of strength to the Company. The continued dedication and sense
of commitment shown by the employees at all levels during the year deserve special mention.

The Directors also place on record their appreciation for the valuable assistance and guidance extended to the Company by
Astemo Ltd., (earlier Hitachi Astemo Limited) Japan and for the encouragement and assurance, which our collaborator has
provided from time to time for the growth and development of the Company.

The Directors also take this opportunity to express their deep gratitude for the continued co-operation and support received
from its valued shareholders.

For and on behalf of the Board

Yogesh Chander Munjal Ashok Kumar Munjal

Place: Gurugram (Chairman & Managing Director) (Director)

Date: May 26, 2025 (DIN 00003491) (DIN 00003843)