Wheels India Ltd Directors Report

Your Directors present the Sixty Fifth Annual Report together with the audited financial statements of your Company for the year ended March 31, 2024.

Financial highlights

The revenue from operations for the year was Rs.4580.99 crores as compared to Rs. 4,299.70 crores in the previous year witnessing an increase of 6.54%. The standalone financial highlights of the Company for the year are as below:

Particulars	2023-24	2022-23*
Earnings Before Interest,	276.35	246.28
Taxes, Depreciation &
Amortization expenses
Finance cost	108.48	95.66
Depreciation	78.85	68.47
Profit Before Tax	89.02	82.15
ProfitAfter Tax	67.87	62.46
Total Comprehensive Income	69.94	62.89
Transfer to General Reserves	-	-

* re-stated

Dividend and transfer to General Reserve

Your Directors are pleased to recommend a dividend of Rs.7.39 per equity share (73.9%) for the year ended March 31, 2024. The dividend recommended, subject to approval of shareholders at the 65th Annual General Meeting (65th AGM), will be paid to all the shareholders whose name appear in the register of members as on July 10, 2024 (being the record date fixed for this purpose). The Company proposes to retain the entire amount as surplus in Profit & Loss Account and not to transfer any amount to General reserves. An amount of Rs.18.06 crores were proposed to be retained under Retained Earnings. The dividend distribution policy, framed in accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR") and approved by the Board of Directors, is available on the website of the Company at https://wheelsindia.com/policies/.

Scheme of Amalgamation

The Honble National Company Law Tribunal, Chennai Bench (‘NCLT) vide its Order dated July 26, 2023 read with Corrigendum dated August 01, 2023, received on August 14, 2023, has approved the Scheme of Amalgamation of M/s. Sundaram Hydraulics Limited ("Transferor Company / SHL") with M/s. Wheels India Limited ("Transferee Company") and their respective shareholders pursuant to Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") read with Companies (Compromise, Arrangements and Amalgamations) Rules, 2016 (hereinafter referred to as the ‘Scheme). The said scheme was made effective from September 01, 2024 by filing necessary forms with the Registrar of Companies, Ministry of Corporate Affairs ("MCA") by both SHL and WIL. Further, in accordance with relevant provisions of Indian Accounting Standards ("Ind AS") and Scheme, the books of WIL were re-cast / re-classified by combining the books of SHL from October 01, 2021 (being the appointed date) and the same was approved by the Board of Directors at their meeting held on November 01, 2023, based on the recommendations of the Audit Committee. Therefore, the financial statements include the effect of amalgamation.

Share capital

In terms of Clause 16 of the sanctioned scheme which provides for ‘Combination of Authorised Share Capital of Transferor Company post sanction of the Scheme and forming an integral part of the Scheme, the authorized share capital of the Company has been altered by including the capital structure of SHL.

Further, as per sanctioned scheme, the Board of Directors of the Company, at their meeting held on September 14, 2023 had issued and allotted 3,68,454 equity shares having a face value of Rs.10/- each to erstwhile shareholders of SHL. Accordingly, the revised authorized and paid-up capital structure of the Company as on March 31, 2024 is provided below:

Particular	Amount in Rs.
Authorized:
a.Equity shares
(9,65,00,000 shares with a
face value of Rs.10/- each)	96,50,00,000
b. Preference shares
(7,00,000 shares with a face value of Rs.100/- each)	7,00,00,000
Total	103,50,00,000
Paid-up:
Equity shares
(2,44,33,012 shares with a
face value of Rs.10/- each)	24,43,30,120

Except as mentioned above, there was no other change in capital structure of the Company.

Management Discussion and Analysis Indian economy

Amidst an uncertain and challenging global macroeconomic environment, the Indian economy presents a picture of confidence, optimism. It is estimated that the GDP growth in 2023-24 will be 7.8%, which is the fastest growth among all major economies.

The GDP growth in the country for 2024-25 is projected to be 6.8% based on a reasonable monsoon, an uptick in both household consumption & private capex cycle and the governments continued spend on infrastructure. There is a national election at the beginning of the year and it is expected that growth momentum will continue post formation of the new government.

Strong domestic demand remains the main driver of growth, although there has been some improvement in the Indian economys global integration through trade and financial channels. Higher reliance on domestic demand cushioned India from multiple external headwinds.

Indias CPI inflation is projected at 5.4 percent for 2023-24. With a normal monsoon forecasted for next year, CPI inflation for 2024-25 is projected at 4.5 percent.

Global economic growth

In 2024, national elections will be conducted in nations across the world with a population of 4 billion. There are considerable geopolitical risks and conflicts in the world. There is persistent inflation and high interest rates across geographies. It is expected that global GDP will, despite these challenges, grow at 3.2% in 2024, similar to growth in 2023.

Business

The domestic wheel market for the company saw subdued demand in FY24.

In the medium and heavy commercial market there was marginal growth in FY24 while there was a marginal reduction in requirements from the light commercial vehicle segment. Within these segments, there was a strong demand for buses and a preference for the prime mover and trailers vis-a-vis the multi axle vehicles. Your companys production was affected briefly as we standardized manufacturing processes across wheel plants. There were also disruptions in production due to the Chennai floods in December. Your companys focus on air suspension and the trailer market contributed in FY24. The commercial vehicle market is expected to be flat in the coming year. The demand for buses is expected to remain at decent levels.

The tractor output saw a decline in volumes in FY24, due to erratic and untimely weather patterns affecting agricultural output and higher interest costs. This affected your company who are major suppliers to the domestic agricultural tractor industry. While there are hopes for a good monsoon in the coming year, volumes are expected to be subdued. Your company has made some inroads into export opportunities with major global tractor manufacturers that should hold it in good stead in the years to come.

The passenger vehicle market saw growth in FY24 with stronger preference for sports utility vehicles over cars. There is expected to be some growth in the coming year, as well. In the cast aluminum business, while we started supply to vehicle manufacturers, the volumes were muted. In the first quarter of the coming year, we will start supplies to a large Indian vehicle manufacturer that should help us get closer to breakeven volumes for the plant.

There was reasonable growth in the construction equipment industry both domestic and exports in FY24. However, in the mining sector we saw declining demand in the second half of the year partly due to upcoming elections in major mining nations. This affected our fabrication business servicing domestic construction equipment manufacturers. The demand is expected to be muted in the first half of the coming year with some pickup expected later in the year. Post the NCLT approved merger of Sundaram Hydraulics with your Company in September, the hydraulic cylinder business grew and was profitable on the back of export business. The hydraulic cylinder business is expected to show good growth in the coming year as well.

The demand for windmill components was muted in FY24. At the same time, we were able to ramp up volumes at our Thervoy Kandigai plant where we machine large castings. In the coming year, we see some demand kicking in from machining of large castings and components for offshore windmill platforms, in the coming year.

Your company saw strong growth in exports driven by the export of aluminum and earthmover wheels. The coming year is expected to see muted growth in exports as new programs are only expected to start at the latter part of the year.

Performance

Your companys sales in FY24 were in line with the market, with air suspension, hydraulic cylinders, export markets and machining of large castings contributing to growth in both sales and profitability of the company, in an otherwise subdued market for your companys main product segments.

The coming year will once again follow the market expectations highlighted above. We may see only marginal growth in export markets in the coming year as most of the new business we expect will only come on stream in the latter part of the year. Markets aside we plan to show considerable growth in the hydraulic cylinder business in the coming year.

In FY24, your company struggled with effective cost management with one-time provisioning affecting profitability. Your company has tried to manage its free cash flows through its control over non-project capex. We have adequate processes in place to better manage costs in the coming year where we expect commodity markets to be more subdued.

Your companys subsidiary, WIL Car Wheels Ltd. had a difficult year, despite some growth in sales, as steel wheel fitment is progressively reducing affecting capacity utilization. Your company has taken some steps at cost rationalization and other steps at improving the profitability of the business. The effects of actions taken just started having effect at the end of FY24. We expect to continue to drive these improvements into the coming year which should reflect in a better performance. Your Company has incorporated a subsidiary, in USA in the name of WIL USA Inc. and intends to form a subsidiary in Europe as well, to give further thrust to the business development in these geographies and this is consistent with your Companys commitment to grow the export business.

We would like to thank our investors for their patience and confidence in the company as we endeavor to create new opportunities to grow our business and improve our profitability.

Formation of Wholly Owned Subsidiary

The Company has incorporated a WoS in the name of M/s. WIL USA Inc., in the State of Delaware, USA on January 26, 2024. The Company has not subscribed towards share capital of WoS and hence, the books of M/s. WIL USA Inc., have not been consolidated for the purpose of consolidated financial statements of WIL. The primary purpose of WoS is to support the parent Company in business development and supply chain activities.

Consolidated Financial Statements

In accordance with the provisions of Section 129(3) of the Act, the consolidated financial statements, drawn up with the applicable Indian Accounting Standards (Ind As), forms part of this Annual Report. The consolidated profit after tax for the FY 2023-24 was Rs.58.90 crores and the consolidated net-worth as at March 31, 2024 was Rs.839.75 crores as on March 31, 2024 as against Rs.51.43 crores and Rs.784.30 crores as on March 31, 2023, respectively.

Subsidiary Company

WIL Car Wheels Limited ("WCWL") has achieved a turnover of Rs.426.61 crores and loss after tax of Rs.14.91 crores for the year FY ended March 31, 2024 as against Rs.381.53 crores and loss after tax of Rs.15.09 crores for the FY ended March 31, 2023, respectively. The gross revenue of WCWL represents 8.56 % of consolidated turnover of the Company.

Associate Company

Axles India Limited ("Axles") has reported a turnover of Rs.855.10 crores and profit after tax of Rs.86.28 crores for the FY 2023-24 as against the turnover of Rs.745.93 crores and profit after tax of

Rs.52.64 crores for the FY 2022-23. A statement containing salient features of the financial statements of the Subsidiary Company / Associate Company in Form AOC-1 is provided in Annexure - I to this report. In accordance with the provisions of Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company will be available on the Companys website at www.wheelsindia.com. These documents will also be available for inspection during business hours at the Registered office of the Company.

Deposits scheme

During the year, deposits accepted by the Company from public and shareholders aggregated to Rs. 37.86 crores, which are within the limits prescribed under the Act and the rules framed thereunder. The provisions of the Act also mandate that any Company inviting / accepting / renewing deposits is required to obtain Credit Rating from a recognized credit rating agency. The highest credit rating obtained by the Company, during the year, is from M/s. India Ratings and Research Private Limited has rated ‘IND A with outlook being ‘Stable for the deposits scheme. The details relating to deposits in accordance with Chapter - V of the Act are given in Annexure - II forming part of this Report.

Particulars of Loans, Guarantees or Investments

The Company has not given any loan or security or guarantee in terms of Section 186 of the Act. The details of the investments made by Company are provided in the notes to the financial statements.

Credit rating

The Companys financial management and its ability to service financial obligations in a timely manner, has been confirmed by credit rating agencies by their ratings during the year under review. The credit rating details have been disclosed to stock exchanges and made available in the website of the Company. The Corporate Governance section of this Annual Report contains the details of credit ratings obtained by the Company.

Board Evaluation

Pursuant to the provisions of Section 134(3)(p), Section 149(8) and Schedule-IV to the Act, the SEBI LODR, an annual performance evaluation of the Board, the Directors as well as Committees of the Board have been carried out.

The evaluation of the Board and Non-Independent Directors at a separate meeting of Independent Directors were carried out in accordance with the Nomination and Remuneration Policy adopted by the Board. The evaluation was carried out, taking into consideration the composition of the Board and availability of multi-disciplinary skills, commitment to good corporate governance practices, adherence to regulatory compliance, grievance redressal mechanism, track record of financial performance, existence of integrated risk management system, use of modern technology and commitment to corporate social responsibility.

The Board of Directors have also carried out the evaluation of the Directors, performance of Independent Directors and its Committees based on the guidelines prescribed by the SEBI.

Board of Directors, Committees and Management

The composition of the Board of Directors and its Committees are in accordance with relevant provisions of the Act and the SEBI LODR. The Corporate Governance Report is provided in Annexure VI to this report contains the composition of the Board of Directors of the Company and its Committees.

Re-appointment of Director retiring by rotation

Mr. S Ram (DIN:00018309), Chairman & Non-Executive Director is retiring by rotation, being eligible, he offers himself for re-appointment.

The proposal for his re-appointment as Director is included in the notice convening the 65th AGM.

Re-appointment of Independent Directors

(i) Ms. Sumithra Gomatam (DIN:07262602) was appointed as an Independent Director (‘ID) of the Company for a period of five years from April 24, 2019 and the same was approved by the shareholders at their 60th Annual General Meeting (the "AGM") held on August 13, 2019, in accordance with provisions of Section 149(10) of the Act and SEBI LODR. Based on the recommendations of the Nomination and Remuneration Committee ("NRC"), the Board of Directors recommended to the shareholders for re-appointing Ms. Sumithra Gomatam as an ID for a second term of five years. Accordingly, the shareholders of the Company by way of resolution passed by postal ballot on March 05, 2024, had approved the re-appointment of Ms. Sumithra Gomatam as Independent Director for a second term of five years in accordance with relevant provisions of the Act and SEBI LODR.

(ii) Dr. Rishikesha T Krishnan (DIN:00064067) was appointed as an Independent Director of the Company for a period of five years from November 04, 2019 as approved by the shareholders at their 61st AGM held on July 30, 2020.

Based on the recommendations of the NRC, the Board of Directors at their meeting held on March 28, 2024 had consented to re-appoint Dr. Rishikesha T Krishnan as an ID for a second term of five years. Accordingly, it is proposed to re-appoint him for a further period of five years in accordance relevant provisions of the Act and SEBI LODR, subject to approval of the shareholders at the ensuing AGM. The proposal for re-appointing him is included in the notice convening the 65th AGM.

In the opinion of the Board, the Independent Directors appointed are renowned people having expertise / experience in their respective field / profession.

Profile of Directors seeking appointment / reappointment

Profile of the directors seeking appointment / re-appointment as required to be given in terms of the Secretarial Standards and as per SEBI LODR, forms part of the Notice convening the ensuing 65th AGM of the Company.

Independent Directors

In the opinion of the Board, the Independent Directors fulfill the conditions specified in the Act & SEBI LODR and are independent of the Management. All the Independent Directors have given declaration that they meet the criteria of independence as laid down under Section 149(6) of the Act and the SEBI LODR. They have also confirmed compliance with Section 150 of the Act regarding registration with Independence Directors databank maintained by the Indian Institute of Corporate Affairs.

Key Managerial Personnel

As on March 31, 2024, Mr. Srivats Ram, Managing Director, Mr. P Ramesh, CFO and Ms. K V Lakshmi, Company Secretary are the Key Managerial Personnel (‘KMP) of the Company in terms of Section 2(51) of the Act and 2(o) of SEBI LODR.

Remuneration Policy

The Board, based on the recommendations of the Nomination & Remuneration Committee, has framed a policy for selection and appointment of Directors, Senior Management Personnel ("SMP") and KMP and to fix their remuneration. The Companys policy on appointment and remuneration including criteria for determining qualifications, positive attributes and independence are provided in the Corporate Governance Report forming part of this Report. The policy is provided in Annexure - III forming part of this Report.

Corporate Social Responsibility

The Corporate Social Responsibility Committee ("CSR Committee") monitor and execute the CSR activities of the Company in accordance with Section 135 of the Act read with relevant rules made thereunder and Schedule-VII to the Act. The Board has approved the CSR Policy and guidelines for implementation and the Committee effectively supervises the program and its progress. The policy is available on the website of the Company at https://wheelsindia.com/wp-content/uploads/2023/08/ CSR-Policy.pdf.

The CSR obligation of the Company is Rs.129.18 lakhs for the financial year 2023-24 out of which the Company has spent Rs.115.59 lakhs during the year. The remaining amount is being adjusted with the excess spent amount of the previous year(s). The constitution of the CSR Committee and the report as required under the Act are provided in Annexure - IV forming part of this Report.

Risk Management, Internal Financial Control Systems and Audit

Your Company has constituted a Risk Management Committee and has formulated a Risk Management Policy aligned with the requirements of the Act and SEBI LODR. The details of the Committee and the terms of reference are set out in the Corporate Governance Report forming part of the Report. The implementation of IT based Governance, Risk and Compliance (GRC) software across the multiple locations of the Company has further strengthened the business processes and has significantly supported the internal audit requirement towards achieving a controlled environment.

Your Company maintains an adequate and effective Internal Control System commensurate with its size. These reasonably assure that the transactions are duly authorized and recorded to facilitate preparation of financial statements in line with the established practices and that the assets are secured against any misuse or loss. The internal control system is supplemented through an extensive internal audit program besides periodic review by the Management and the Audit Committee. The Company has in place adequate internal financial controls.

Vigil Mechanism / Whistle Blower Policy

Your Company has established a Vigil Mechanism / Whistle Blower Policy for Directors and Employees to report genuine concerns. The said Policy meets the requirement of the Vigil Mechanism framework under the Act and SEBI LODR and the policy is available in the website of the Company at https://wheelsindia.com/ wp-content/uploads/2022/08/vigil-mechanism1.pdf.

Directors Responsibility Statement

The Directors acknowledges their responsibility of ensuring compliance with the provisions of Section 134(3)(c) of the Act. To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Act: a. that in the preparation of the annual financial statements, the applicable Ind AS have been followed along with proper explanation relating to material departures, if any; b. that such accounting policies as mentioned in the financial statements have been selected and applied consistently and judgement and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date; c. that proper and 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. that the annual financial statements have been prepared on a going concern basis; e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and f. that proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Related Party Transactions

The Company has formulated a policy on Related Party Transactions ("RPT") which is being periodically reviewed by the Audit Committee and approved by the Board. The policy on RPT is available on the Companys website at www.wheelsindia.com. All Related Party transactions that were entered into by the Company during the FY 2023-24, were in the ordinary course of business and on arms length basis. The Company did not enter into any material transaction with related parties under Section 188 of the Act and the Rules framed thereunder. There are no "Material" contracts or arrangement or transactions at arms length basis and hence, disclosure in form AOC-2 is not required.

The details of transactions with entities belonging to the Promoter / Promoter Group which holds 10% or more shareholding in the Company is provided in relevant section of the financial statements of the Company.

All Related Party transactions were placed before the Audit Committee for their prior approval in accordance with the requirements of the SEBI LODR and the Act. The transactions entered into pursuant to such approval are placed periodically before the Audit Committee for its review.

Meetings of the Board / Committees

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other businesses. The Board / Committee meetings are pre-scheduled and a tentative annual calendar of the Board and Committee meetings are circulated to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings. The details of the meetings of the Board as well as the Committees are disclosed in the Corporate Governance Report, forming part of this Report.

Significant and Material Orders Passed by the

Regulators or Courts

There were no significant by the Regulators / Courts which would impact the going concern status of the Company and its future operations. The changes and commitments, if any, which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report is not material so as to have an affect on the financial position of the Company.

Employees and details of Remuneration:

The statement of disclosure of remuneration under Section 197 of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("Rules") is provided in Annexure - V forming part of this Report. The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report. However, as per first proviso to Section 136(1) of the Act and Second Proviso to Rule 5 of the Rules, the report and financial statements are being sent to the members of the Company excluding the statement of particulars of employees under Rule 5(2) and Rule 5(3) of the Rules.

Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered office of the Company. The said statement is also available for inspection by the members at registered office of the Company during office hours till the date of Annual General meeting.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors, and contribute to the best of their abilities. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company material has constituted an Internal Committee ("IC") (formerly orders passed known as Internal Complaints Committee) to consider and resolve all sexual harassment complaints reported by women. The IC has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Committee includes external member from NGO with relevant experience. The role of the IC is not restricted to mere redressal of complaints but also encompasses prevention and prohibition of sexual harassment.

Corporate Governance

In accordance with the provisions of SEBI LODR, the Corporate Governance Report is given in Annexure - VI and forms part of this Report.

Statutory Auditor

At the 63rd AGM held on July 13, 2022, the shareholders of the Company had re-appointed M/s. Brahmayya & Co., Chartered Accountants, as the Statutory Auditor of the Company for a second term of five consecutive years i.e. from the conclusion of the 63rd AGM till the conclusion of 68th AGM of the Company. The Company has received the eligibility certificate from the said firm confirming that they are not disqualified to act as Auditor and are eligible to hold office as Auditor of the Company.

Cost Auditor

Pursuant to Section 148 of the Act read with the Companies (Cost Audit and Record) Rules, 2014, the cost records and the accounts are being maintained by the Company and same are being audited as per the requirement of the Act. The Board, based on recommendation of the Audit Committee, had appointed M/s. Geeyes and Co., Cost and Management Accountants, to audit the cost records and the accounts maintained by the Company for the financial year ended March 31, 2024. The said firm, based on recommendation of the Audit Committee, is re-appointed by the Board to conduct the Cost Audit for the year 2024-25 at the remuneration of Rs.8,25,000/- (Rupees Eight Lakhs Twenty Five Thousand only) excluding applicable taxes and out of pocket expenses. Further, the resolution seeking shareholders ratification of the remuneration payable to the Cost Auditor for the financial year 2024-25 is being included in the Notice convening the 65th AGM in accordance with relevant provisions of the Act.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and the rules framed thereunder, the Company had appointed M/s. S Dhanapal & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2023-24.

Further, in terms of Regulation 24A of the SEBI LODR, the secretarial audit report of the Company for the financial year ended March 31, 2024 is given in the Annexure - VII forming part of this report. to the Board on the

Comments on Auditors report

There were noqualifications,reservations or adverse remarks or disclaimers made by the Cost Auditor, Statutory Auditor and Secretarial Auditor in their respective reports. During the year, there have been no incidents of fraud reported to the Audit Committee in terms of Section 143(12) of the Act.

Safety

Over a period of time, your Company has moved towards culturally safety conscious by inculcating safety culture at all levels. The safety performance review system is conducted by the Management at unit level, sub-committee level every month across the plants. Employees involvement in the safety journey viz., safety observation and incident investigation are being encouraged for every incident and proper feedback is included in the procedures and standards. The standards and procedures implementation and the effectiveness of implementation are being reviewed by regularly scheduled audits. All incidents are investigated and the relevant corrective, preventive actions are horizontally deployed across business units and plants. Your company rewards best safety performers on monthly basis. Best safety observers and best safety supervisor are rewarded once in three months period in the shop floor to encourage the employees involvement in the safety journey. Practical training centers were installed across plants to create safety awareness and hands on training during induction period. Your company is dedicated to providing a safe environment for all its employees and contractors.

MD / CFO Certificate

The Managing Director and Chief Financial Officer have submitted a certificate integrity of the financial statements and other matters required under regulation 17(8) of the SEBI LODR.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings & Outgo

The conservation of Energy, Technology Absorption and Foreign Exchange Earnings & outgo as required under Section 134(3)(m) of the Act read with rule 8(3) of the Companies (Accounts) rules, 2014 are provided in Annexure - VIII forming part of this report.

Business Responsibility & Sustainability Report (BRSR)

Your Company continues to prepare and disclose Business Responsibility and Sustainability Report (‘BRSR) for the financial year 2023-24 on Environment, Social and Governance (ESG) parameters in the prescribed format and the same is provided in Annexure IX forming part of this report in terms of Regulation 34(2)(f) of SEBI LODR.

Other disclosures a. There are no instances of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions b. The details regarding shares and dividend transferred / proposed to be transferred to the Investor Education and Protection Fund (IEPF) and other relevant details in this regard, have been provided in the Corporate Governance section of this Annual Report c. The electronic copies of the 65th Annual Report and the Notice Convening the 65th AGM are being sent to all shareholders whose e-mail addresses are registered with the Company or their respective Depository

Participants (‘DP) in accordance with the circulars issued by the Ministry of Corporate Affairs (‘MCA) read with circulars issued by the SEBI. The full Annual Report is also available on website of the Company and also being disseminated to the stock exchanges. d. In compliance with Section 134(3)(a) and 92(3) of the Act, the Annual Return is being uploaded on the website of the Company at www. wheelsindia.com. e. The Company has complied with the Secretarial Standard, viz., SS-1 on meetings of Board of Directors and SS-2 on General Meetings issued by Institute of Company Secretaries of India (ICSI) read with Section 118(10) of the Act. f. As at March 31, 2024, the Company has neither filed any application nor are any proceedings pending under the Insolvency and Bankruptcy Code, 2016. g. During the financial year, there was no change in the nature of business of the Company.

Acknowledgement

We thank our investors, customers, vendors, bankers, regulatory and Government authorities, Reserve Bank of India, stock exchanges and other business associates for their continous assistance, support and cooperation extended. We place on record our appreciation for the committed services of all our employees.

	On behalf of the Board of Directors
	S Ram
Chennai	Chairman
May 20, 2024	DIN: 00018309