During the Financial Year under review, total standalone revenue of the Company increased to ' 47,202 Million from ' 45,184 Million for the previous year. Profit before Interest, Depreciation, Exceptional Items and Tax increased to ' 8,632 Million as against ' 7,422 Million for the previous year. The profit before exceptional items & tax for the Financial Year increased to ' 7,165 Million in the Financial Year 2023 from ' 5,955 Million in the Financial Year 2022.

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

Dividend

As per the Dividend Distribution Policy of the Company, dividend pay-out will be determined based on available financial resources, business environment, funds required for organic as well as inorganic growth and other factors

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

Considering strong cash flows and operational performance, the internal and external factors as provided in the Dividend Distribution Policy, the Board is pleased to recommend dividend of ' 5/- (Rupees five only) per equity share of face value of ' 10/- for the financial year ended 31^st December, 2023 out of the standalone profit after tax of the Company for the Financial Year ended 31^st December, 2023. The equity dividend outgo for the Financial Year 2023 would absorb a sum of ' 1,897 Million.

Dividend will be payable subject to approval of members at the ensuing Annual General Meeting and deduction of tax at source, as may be applicable, to those members whose names appear in the Register of Members as on the close of business hours of 13^th June, 2024.

Transfer to Reserves

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

B. OPERATIONAL PERFORMANCE - THE COMPANY AND SUBSIDIARIES

India

Automotive market growth in India in CY23 was uneven across segments, quarters and customers. Light vehicles grew reasonably but two wheelers and tractors were flattish. A good first quarter was followed by a muted second quarter, but the festive season was encouraging. The performance of our key customers was also mixed with some suffering negative or flat demand growth. There was delay in ramp up of some of our orders and this impacted our sales growth. To safeguard margins and returns, the focus was on increasing labour productivity through smart automation and improving asset utilisation by optimising working capital, enhancing machine throughput and focusing on flexible machines. To keep expanding the order book, emphasis was on improving new product development with higher value add and the skills required for it.

Europe

The light vehicle market in Europe grew in double digits in CY23 driven by pent up demand but demand for off road vehicles declined especially in US which is a key market for our gear's unit. The ongoing war in Ukraine and the tense situation in Israel continues to cast a shadow on European customer outlook. Power costs in Europe stabilised and this helped in recovering margins to levels seen before the energy crisis that was triggered in the last quarter of CY21. But pressure on costs continues to be a concern. The endeavour is to maintain margins and focus on cash generation in Europe. Our Forgings Business in Europe is a

leading producer of crankshafts for internal combustion engines and this business will decline in the long-term with the increasing penetration of electric vehicles in Europe. However, the delay in the Euro 7 norm entry will maintain current internal combustion engine volumes in the mid-term. For our Forgings Business in Europe we are developing aluminum forgings as an alternative to crankshafts. In addition, it has a healthy order book on steel forgings and transmission parts specific to electric vehicles.

C.    INVESTOR RELATIONS (IR)

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

D.    CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Total Income of the Company (from continued operations) for the financial year under review stood at ' 93,623 Million as against ' 88,113 Million in the previous year. Profit before Interest, Depreciation, Exceptional Items and Tax (from continued operations) for the financial year under review stood at ' 15,059 Million as against ' 12,302 Million for the previous year. The profit before exceptional items & tax for the Financial Year (from continued operation) stood at ' 10763 Million in Financial Year 2023 as against ' 9,113 Million in Financial Year 2022.

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

CIE Galfor S.A. registered consolidated revenue from continued operations of ' 33,818 Million during the financial year ended 31^st December, 2023 as compared to ' 31,220 million in the previous year. The consolidated net profit after tax from continued operations for the financial year under review was ' 3,065 Million as compared to ' 2,316 Million in the previous year.

CIE Aluminium Casting India Limited (formerly known as Aurangabad Electricals Limited), registered a revenue from operations of ' 10,316 Million during the year as compared to ' 10,060 Million in the previous year and the net profit after tax for the year stood at ' 791 Million as compared to ' 730 Million in the previous year.

CIE Hosur Limited registered a revenue from operations of ' 1,134 Million during the year and the net loss after tax for the year stood at ' 141 Million.

The Company's consolidated revenue from the continuing operations was ' 92,803 Million in the financial year ended 31^st December, 2023, of which about 50.7% was derived from the subsidiaries whereas about 49.3% was derived from operations of the Company.

The Consolidated Financial Statements of the Company and its subsidiary companies, prepared in accordance with the Companies Act, 2013 (hereinafter referred to as “the Act") and applicable Accounting Standards along with all relevant documents and the Auditors' Report forms a part of the Annual Report of 2023.

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

Subsidiary Companies

As on 31^st December 2023, the Company has 9 subsidiaries namely CIE Galfor S.A.U. (Spain), CIE Legazpi S.A. (Spain), UAB CIE LT Forge (Lithuania), CIE Forging Germany GmbH (Germany), Metalcastello S.p.A. (Italy), Bill Forge de Mexico S. A. de. CV (Mexico), BF Precision Private Limited (India), CIE Aluminium Casting India Limited (Formerly known as Aurangabad Electricals Limited) (India) and CIE Hosur Limited (India).

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

CIE Forging Germany GmbH and its subsidiaries (German Forging Operations)

The Board of Directors of CIE Galfor S.A. at its meeting held on 14^th December, 2022 had approved the proposal to launch an active program to locate a buyer for the German Forging Operations comprising of CIE Forging Germany GmbH (CFG) and its subsidiaries namely Jeco Jellinghaus GmbH (JECO), Gesenkschmiede Schneider GmbH (GSA), Falkenroth Umformtechnik GmbH (FUG) and Schoneweiss & Co. GmbH (SCG) (together referred to as German Forging Operations). In accordance with the applicable accounting standards all the German Forging Operations' “assets and liabilities" were categorized as “assets and liabilities held for sale".

The Board of the Company at its meeting held on 10^th August, 2023 reviewed the proposal of sale of 100% stake held by CFG in its subsidiaries in Germany i.e. JECO, GSA, FUG and SCG to Mutares SE & CO (Buyer) (the Transaction) and accorded its approval to the Transaction. CFG as seller of JECO, GSA, FUG and SCG and the Buyer entered into binding agreements to give effect to the Transaction.

Further, the members of the Company accorded their approval to the Transaction in accordance with Regulation 24(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “the Listing Regulations") through Postal Ballot on 22^nd September, 2023.

On 16^th October, 2023 in terms of the transaction documents, all the necessary actions required for completion of the Transaction were completed and all the shares held by CFG in each of JECO, GSA, FUG and SCG were transferred to the Buyer. Accordingly, effective from 16^th October, 2023 JECO, GSA, FUG and SCG ceased to be subsidiaries of the Company. While the transaction was completed on 16^th October, 2023, in terms of the transaction document, the transfer of business of JECO, GSA, FUG and SCG to the Buyer takes effect from 1^st July, 2023 i.e. the business and operations including the revenue, profits & cash generated therefrom belongs to the Buyer w.e.f. 1^st July, 2023.

Stokes Group Limited

In 2018, the Board of Directors of the Company, after reviewing the business situation, had agreed with the proposed closure of Stokes Group Limited (Stokes) and its business was classified as dis-continued operations. Stokes had completely stopped its production in FY2019 and a process of voluntary winding up and liquidation of Stokes was initiated. The said process was completed and Stokes was dissolved with effect from 5^th September, 2023 in accordance with applicable laws and it ceased to be a subsidiary of the Company from that date.

BF Precision Private Limited (BFPPL)

BFPPL was set-up as a separate entity by erstwhile Bill Forge Private Limited (now merged with the Company) as per its business strategy in the year 2016. It continued to have a single plant in Coimbatore, that continued to cater to a single customer, which can also be catered from our other locations, if any. The premises at which the plant of BFPPL was set-up was a leased premises and the said lease was expiring in September 2023. Accordingly, the Board of Directors of the Company at its meeting held on 18^th July, 2023 reviewed the overall operations of BFPPL. Continuing operations with a separate plant with such small operations and under a separate legal entity was not in line with the Group strategy of keeping the Group Entity structure simplified. Hence instead of continuing with such operations, the Board, agreed and approved the Plan to close the operations of BFPPL. Accordingly, the operations of BFPPL were closed in September, 2023.

Further the Board of Directors at its meeting held on 19^th February, 2024 has approved the proposal to launch a process of voluntary liquidation of BFPPL.

Bill Forge de Mexico S. A. de. CV (BF Mexico)

The Board of the Company at its meeting held on 19^th February, 2024 reviewed and approved the proposal to increase the capital of Bill Forge De Mexico, S.A. DE C.V. (BF Mexico) and waived its right of first refusal to subscribe to the said capital increase. The Board also noted that CIE Galfor S.A.U (Galfor), the other wholly owned subsidiary of the Company in Spain, shall subscribe to the said capital increase.

Accordingly, on issuance of shares to Galfor by BF Mexico, pursuant to the proposed capital increase, the

percentage shareholding of the Company in BF Mexico will get diluted such that, BF Mexico will cease to be a direct subsidiary of the Company. BF Mexico shall become a direct subsidiary of Galfor and a step down subsidiary of the Company.

Associate Companies

The Company had Seven Associates as on 31^st December, 2023 namely Clean Max Deneb Power LLP (Deneb), Sunbarn Renewables Private Limited (Sunbarn), Renew Surya Alok Private Limited (Renew), Gescrap India Private Limited (Gescrap), Strongsun Solar Private Limited (Strongsun), Sunseed Solar Private Limited (Sunseed) and Galfor Eolica SL. The Company does not have any joint-venture.

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

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

Sunseed Solar Private Limited is an Associate of CIE Aluminium Casting India Limited w.e.f. 4^th July 2023. Galfor Eolica S.L. is an associate Company of CIE Galfor S.A.

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

The Company has formulated a Policy for determining Material Subsidiaries and Governance Requirements in respect of Subsidiaries and the same has been uploaded on the website of the Company and is accessible at the web-link:

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

During the year under review ICRA Limited, a Credit Rating Agency, have re-affirmed its rating(s) to the Commercial Paper and short term-Fund based/Non Fund based line of credit as [ICRA]A1+ (pronounced as ICRA A one plus). The rating for long term-fund based/non-fund based Line of Credit was upgraded to [ICRA]AA (pronounced ICRA double A) from [ICRA]AA- (pronounced ICRA double A minus) while the outlook on long term rating was revised to Stable from Positive.

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

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

information8.html#Credit-Rating

The Company has not been identified as a “Large Corporate" as per the criteria specified under Chapter XII of SEBI operational circular no. SEBl/HO/DDHS/p/ CIR/2021/613 dated 10^th August 2021.

E.    INTERNAL FINANCIAL CONTROLS

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

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

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

F.    MANAGEMENT DISCUSSION AND ANALYSIS

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

G.    CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

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

Except the holding company of the Company, the Company did not have any person or entity belonging

to the promoter/promoter group which held 10% or more shareholding during the financial year under review.

Details of the related party transactions entered into by the Company is provided in Note No. 31 of the Notes to the Standalone Financial Statement for the FY 2023.

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

The Policy on materiality of and dealing with Related Party Transactions as approved by the Board is uploaded on the website of the Company and is accessible at the web-link:

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

H.    PARTICULARS OF INVESTMENTS, LOANS, GUARANTEES AND SECURITIES

Particulars of investments made by the Company, as required under Section 186 of the Act, are provided in Note No. 8 of the Notes to the Standalone Financial Statements of the Company for the FY 2023.

Further, disclosure required pursuant to Regulation 34(3) read with Part A of Schedule V of the Listing Regulations in respect of loans or advances in the nature of loans given by the Company to its Subsidiaries is provided at the end of this report. Apart from the loans or advances in the nature of loans given to the subsidiaries of the Company as provided at the end of its report, the Company has not provided any loans or advances in the nature of loans to any of its associates or any other person or body corporate including to any firms/body corporates in which directors of the Company are interested.

The particulars of loans given by the Company, as required under Section 186 of the Act, are also provided in Note No. 8B of the Notes to the Standalone Financial Statement of the Company for the FY 2023.

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

I.    PUBLIC DEPOSITS

The Company has not accepted any deposits during the year under review.

J.    AUDITORS Statutory Auditors Report

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

Company to hold office from the conclusion of 23^rd AGM for a term of consecutive five years till the conclusion of 28^th AGM of the Company to be held in the year 2027.

The Auditor's Report on the Financial Statement for the year ended 31^st December, 2023, is unmodified i.e., it does not contain any qualification, reservation adverse remark or disclaimer and notes thereto are self- explanatory and do not require any explanations.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029), Secretarial Auditor to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st December, 2023.

The Secretarial Audit Report for the Financial Year ended 31^st December, 2023 is appended to this Report as Annexure II. The report does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Audit of Material Unlisted Indian Subsidiary

CIE Aluminium Casting India Limited (formerly known as Aurangabad Electricals Limited) (CIEALCAST), is a material subsidiary of the Company in India. The Secretarial Audit of CIEALCAST for the financial year ended 31^st December, 2023 was carried out pursuant to Section 204 of the Act and Regulation 24A of the Listing Regulations by Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029). The Secretarial Auditor's Report of CIEALCAST, does not contain any qualification, reservation, adverse remark or disclaimer and the same is enclosed herewith as

Annexure III.

Annual Secretarial Compliance Report

The Annual Secretarial Compliance Report issued by Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029) in accordance with Regulation 24A of the Listing Regulations read with Circulars issued thereunder by Securities and Exchange Board of India has been submitted to the Stock Exchanges within the prescribed timelines.

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

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

html#Secretarial-Compliance-Report

Cost Records

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

Cost Auditors

The Board had appointed Messrs. Dhananjay V. Joshi & Associates, Cost Accountants, Pune, (Firm Registration

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

L. EMPLOYEES

Key Managerial Personnel (KMP)

During the financial year, the following officers were the Whole-time Key Managerial Personnel of the Company in accordance with Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1.    Mr. Ander Arenaza - Executive Director

2.    Mr. Manoj Menon - Executive Director and Chief Executive Officer - Stampings, Composites, Foundry, Magnetics and Gears Divisions

3.    Mr. Hari Krishnan - Chief Executive Officer - Forgings and Bill Forge Divisions

4.    Mr. K. Jayaprakash - Chief Financial Officer

5.    Mr. Pankaj Goyal - Company Secretary and Compliance Officer

Mr. Hari Krishnan, Chief Executive Officer - Forgings and Bill Forge Divisions expressed his desire to demit his executive responsibilities of the Company, with effect from close of working hours 31^st March 2024, due to his personal reasons. The resignation of Mr. Hari Krishnan was noted by the Board of Directors at its meeting held on 12^th December, 2023, and he shall cease to be the Chief Executive Officer - Forgings and Bill Forge Divisions and a Key Managerial Personnel of the Company on close of working hours on 31^st March, 2024.

Further, the Nomination and Remuneration Committee and the Board at their respective meetings held on 12^th December, 2023 reviewed the succession and transition plan and approved the appointment of Mr. Sunil Narke as the Chief Executive Officer - Forgings Division with effect from 1^st April, 2024. The Forgings and Bill Forge Division of the Company have Forging as its manufacturing technology and hence, both these divisions shall be regarded as Forgings Division with effect from 1^st April, 2024, Mr. Sunil Narke shall head and be responsible for the business and operations of all forging technologies plants of the Company in India, situated in Pune, Bangalore, Coimbatore and Haridwar.

Employees' Stock Option Scheme

The Company had following Employees Stock Options Schemes :

a) Employees' Stock Option Scheme (ESOS-2007)

b) Employees' Stock Options Scheme 2015 (ESOS-2015)

Voting rights on the shares issued to employees under above ESOS are either exercised by the employees directly or through their appointed proxies.

Both the schemes were in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2021 (“SBEB Regulations"). The Certificate issued by the Secretarial Auditor of the Company to the effect that the Schemes have been implemented in accordance with the said Regulations and the resolution passed by the members will be placed before the members at the ensuing Annual General Meeting.

The information as required to be disclosed, in relation to ESOS under the Act, and the details of the ESOS being implemented, as specified by SEBI under the SBEB Regulations is uploaded on the website of the Company and is accessible at the web-link:

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

html#Esop-Disclosures

The said information is also provided in the Note No. 36 of the Notes to Standalone Financial Statements.

During the year under review, the Nomination and Remuneration Committee of the Board at its meeting held on 25^th April, 2023 noted that all the options granted under both of the ESOP schemes mentioned above were either exercised or lapsed and there were no plans to grant new ESOPs under these schemes in view of the separate Stock Appreciation Benefit Scheme approved by the Board and accordingly in terms of authority as vested pursuant to respective schemes terminated the Employees' Stock Option Scheme (ESOS-2007) and Employees' Stock Options Scheme 2015 (ESOS-2015) with effect from 25^th April, 2023.

Particulars of Employees and related disclosures

Disclosures with respect to the remuneration of Directors, KMPs and employees as required under Section 197 (12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of    Managerial

Personnel) Rules, 2014 are given in Annexure IV to this Report.

Further, as required under provisions of Section 197(12) of the Act read with Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of    Managerial

Personnel) Rules, 2014, as amended, a statement including the names and other details of the top ten employees in terms of remuneration drawn and the name of every employee, who were in receipt of remuneration not less than ' 10,200,000/- per annum during the year ended 31^st December, 2023 or employees who were employed for a part of the Financial Year and were in receipt of remuneration of not less than ' 8,50,000/- per month during any part of the said year is annexed as Annexure V to this report.

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

Industrial Relations

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

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

M. BOARD AND COMMITTEES

Retirement by rotation

Mr. Ander Arenaza (DIN: 07591785) and Mr. Anil Haridass (DIN: 00266080) are liable to retire by rotation and being eligible, have offered themselves for re-appointment at the 25^th Annual General Meeting of the Company.

Re-appointment of Independent Directors

The Board of Directors of the Company at its meeting held on 19^th February, 2024, on the recommendation of the Nomination and Remuneration Committee, has approved and proposed to the Members of the Company, re-appointment of Mr. Alan Savio D'Silva Picardo (din: 08513835) and Ms. Roxana Meda Inoriza (DIN: 08520545), as the Independent Directors of the Company for the second term of five years commencing from 29^th September, 2024 to 28^th September, 2029. Their re-appointments shall be placed for approval before the members at the ensuing 25^th Annual General Meeting of the Company.

As required under Regulation 36 (3) of the Listing Regulations and Secretarial Standard-2, particulars of Directors seeking re-appointment at ensuing Annual General Meeting shall be provided in the Notice of 25^th Annual General Meeting (AGM).

Changes in Board during the year under review

Completion of term of appointment of Independent Directors

Mr. Narahari Kadambi (DIN: 05351378) and Mr. Dhananjay Mungale (DIN: 00007563) were appointed as the Independent Directors of the Company for a second term Commencing from 29^th September, 2019 to the date of Annual General Meeting to be held following completion of 70 (Seventy) years of their age, subject to the condition that the term shall not be exceeding five consecutive years commencing from 29^th September, 2019. Accordingly, Mr. Narahari Kadambi (DIN: 05351378) and Mr. Dhananjay Mungale (DIN: 00007563) completed their term of appointment as Independent Directors of the Company on close of business hours on 9^th June, 2023 and ceased to be Independent Directors of the Company w.e.f. 10^th June, 2023.

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

Appointment of Independent Director

During the year under review, the Board at its meeting held on 2^nd June, 2023, on recommendation of the Nomination and Remuneration Committee, appointed Mr. Jairaj Purandare (DIN: 00159886) as an Additional Director (Independent Director) of the Company, with effect from 10^th June, 2023. The Members of the Company, by way of resolution passed through postal ballot on 8^th September, 2023, approved his appointment as a Director (Independent) to hold the office of the Independent Director for a term of five years from 10^th June, 2023 till 9^th June, 2028.

Changes in Directorships pursuant to termination of Shareholders Agreement

During the year under review, on 24^th May, 2023 Mahindra & Mahindra Limited (m&m) sold its entire stake comprising of 1,21,22,068 Equity Shares representing 3.195% of the paid-up share capital of the Company and ceased to be a shareholder of the Company. On 12^th July, 2023 Participaciones Internacionales Autometal Dos, S.L. (PIA2), Mahindra & Mahindra Limited (M&M), CIE Automotive S.A. (CIE), Autometal S.A. (Autometal) and CIE Automotive India Limited (the Company) (collectively referred to as the Parties) signed “Deed of Termination of Shareholders Agreement" (the Termination Deed) terminating the Shareholders' Agreement dated 15^th June, 2013 signed between the Parties (the Shareholder's Agreement).

In terms of Termination Deed the Parties had agreed that, with effect from the date of Stake Sale i.e., 24^th May, 2023 none of the terms of the Shareholder's Agreement shall be binding on the Parties. Accordingly, all the rights vested in M&M and PIA2 in the Company pursuant to the Shareholders Agreement ceased to be effective.

Mr. Shriprakash Shukla (DIN: 00007418) was nominated on the Board of the Company by M&M, pursuant to its right under the Shareholders Agreement and was appointed by the Board of Directors as Additional Director w.e.f. 1^st April 2015 and by the Members of the Company as a Director liable to retire by rotation at the 16^th AGM held on 15^th September, 2015.

Consequent to the Termination Deed, M&M had withdrawn the nomination of Mr. Shukla on the Board of the Company vide its letter dated 17^th July, 2023. Mr. Shriprakash Shukla (DIN: 00007418) tendered his resignation, from the Board of Directors of the Company, with effect from close of business of 18^th July, 2023 i.e., he ceasing to be a Director and Non-executive Chairman of the Company w.e.f. 19^th July, 2023. With the resignation of Mr. Shukla, M&M had no representation on the Board of the Company.

the profit and loss of the Company for that financial year ended on that date;

c)    the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this 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 during the financial year ended 31^st December, 2023;

f)    the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively during the financial year ended 31^st December, 2023.

Board, Committee and Annual General Meeting

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

The Board of Directors of the Company met seven times during the Financial Year ended 31^st December, 2023 i.e., on 22^nd February, 2023, 25^th April, 2023, 2^nd June, 2023, 18^th July, 2023, 10^th August, 2023, 17^th October, 2023 and 12^th December, 2023. The 24^th Annual General Meeting of the Company was held on 9^th June, 2023 through Video Conferencing.

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

Meeting of Independent Directors

The Independent Directors of the Company met on 22^nd February, 2023 and 12^th December, 2023 without the presence of the Chairman, Executive Directors, other Non-Independent Director(s) and any other Managerial Personnel.

Performance Evaluation

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

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

the Chairman. A report aggregating the responses of all the directors of the Company was generated by the system.

Performance Evaluation of Individual Directors

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

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

Performance Evaluation of the Board and Committees of Board

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

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

Familiarisation Programme for Independent Directors

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

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

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

html#Familiarisation-Program

Policy on Appointment and Remuneration

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

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

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

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

During the year under review, the Policy on the remuneration of Directors, Key Managerial Personnel and other employees of the Company was reviewed

and amendments were made to bring more clarity in Components of Cost to Company (CTC) Structure forming part of the Policy. Further the Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Employees and succession planning was also reviewed as per the policy review cycle and amendments were made inter-alia to bring more clarity in alignment with provisions in SEBI (LODR) Regulations, 2015 and also to merge Board Diversity Policy in this Policy.

The Policies mentioned above are also uploaded on the website of the Company and is accessible at the web-link: https://www.cie-india.com/governance3.html#Policies

Committees of the Board

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

Audit Committee

The Committee comprises of three independent directors as on 31^st December, 2023 viz:

1)    Mr. Alan Savio D'Silva Picardo - Chairman,

2)    Mr. Manojkumar Madangopal Maheshwari

3)    Mrs. Roxana Meda Inoriza

Mr. Dhananjay Mungale ceased as Chairman and a member of the Committee with effect from 25^th April, 2023. Mr. Alan Savio D'Silva Picardo was appointed as the Chairman of the Committee with effect from 25^th April, 2023.

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

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

N. GOVERNANCE Corporate Governance

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

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

Vigil Mechanism

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

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

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

The framework ensures complete anonymity and confidentiality.

During the year under review, one complaint of sexual harassment was received by the Internal Complaints Committee of a business division and the same was dealt with and closed in accordance with the POSH Act and Policy made thereunder by the ICC. The Company also had one pending complaint at the beginning of the year, which was also closed during the year in accordance with the Policy and no complaint was pending as at the end of the year.

Risk Management

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

Being a subsidiary of CIE Automotive S.A.,the Ultimate holding company (CIE), the Company is bound by the 5 years Strategic ESG plan of CIE Automotive S.A. to comply with 79 Key Performance Indicators (KPIs) designed under 4 pillars namely, CIE culture, Ethical commitment, Eco efficiency and Active listening; which are aligned with the UN- 17 Sustainable Development Goals. In order to identify the most important issues, a materiality assessment was conducted to define key ESG KPIs and initiatives. These KPIs became part of business process across all divisions of the Company. A review system is put in place to ensure that these initiatives are driven at highest level in the organisation and progress on the same is tracked on monthly basis.

Safety and Health

The Company places a strong emphasis on health and safety for all employees and workers at its manufacturing sites. For sustaining a safe and healthy work environment at all our manufacturing plants and offices and with the goal of achieving zero incidents, the Company continues to undertake various initiatives. During CY2023 the Company trained 4345 employees & workers on 12 Life Saving Rules which they need to imbibe during their daily activities at plants. This one-day outbound training program has re-emphasized management's commitment towards improving the safety culture. The Company has also set-up Dexterity Centres which caters to twenty-three plants to impart necessary safety induction programs for all new employees and workers.

Apart from the focus on extensive training, the initiatives of keeping constant communication and timely reward and recognition ensured involvement of shop floor employees in contributing towards the overall safety performance improvement. With all these efforts the LTIFR for FY-23 improved to 0.07 compared to 0.11 during FY-22.

To improve health of employees the Company organized periodic health check-ups 8,552 employees & workers undergone for annual health check-up & 1,494 employees undergone for executive health checkup during FY 23. The Company also conducted programs for Stress Management and awareness on de-addiction to improve employee wellness.

Out of 25 manufacturing plants 24 plants have successfully certified for ISO 45001 and ISO 14001 standards. The Rajkot Unit-2 plant will go for certification in CY-24.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations read with SEBI circular SEBI/HO/CFD/CFD-SEC-2/P/ CIR/2023/122 dated 12^th July, 2023, the Company has voluntarily opted to publish the Business Responsibility and Sustainability Report (BRSR) in the new format prescribed in the said SEBI Circular which incorporates the new KPIs of BRSR Core. The BRSR for the Financial Year ended on 31^st December, 2023, forms part of this Annual Report.

Conservation ofEnergy, Technology Absorption Foreign Exchange Earnings and Outgo

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

Corporate Social Responsibility (CSR)

The Company has constituted Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Act. The CSR Committee comprises of Mr. Manoj Mullassary Menon (a member of the Committee, appointed as Chairman of CSR Committee with effect from 25^th April, 2023 ), Mr. Alan Savio D Silva Picardo (inducted in CSR Committee with effect from 25^th April, 2023) and Mr. Anil Haridass. During the year under review, Mr. Kadambi Narahari and Mr. Dhananjay Narendra Mungale ceased as Chairman and Member of the CSR Committee respectively with effect from 25^th April, 2023.

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

During the year under review the Company was required to spent ' 61.30 million in accordance with Section 135(1) of the Act, as its CSR obligation. Out of the CSR Obligation of FY 2023, the Company has spent ' 67.04 million in accordance with the Annual Action Plan approved by the Board. This includes excess spent of ' 5.74 million towards Construction of Government Higher Primary School at Bengaluru due to increase in construction area and other requirements, set-off of which shall be taken from CSR obligation of FY2024, in accordance with Section 135(5) of the Act.

Further, during the previous financial year i.e., FY 2022, the Company transferred ' 10.84 million to unspent CSR account of the Company in accordance with Section 135(6) of the Act. The Company had spent this entire unspent CSR amount i.e., ' 10.84 million on the Ongoing CSR Projects for which the said amount was allocated, in accordance with the approved Annual Action Plan.

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

In accordance with the Companies (Corporate Social Responsibility Policy) Rules, 2014 the Annual Report on CSR Activities inter-alia providing the salient features of

the CSR Policy and details of CSR activities undertaken by the Company during the year is annexed herewith as Annexure VII.

P. SECRETARIAL

Change in Name of the Company

On 31^st May 2023 the Company received the fresh certificate of incorporation dated 15^th May 2023 issued by the Registrar of Companies, Mumbai under Section 13(3) of the Act with the new name “CIE Automotive India Limited". Accordingly, the name of the Company stands changed to CIE Automotive India Limited w.e.f. 15^th May 2023.

Further, the Stock Exchanges approved the change in the name and symbol of the Company to “CIE Automotive India Limited" and “CIEINDIA" respectively, w.e.f. 19^th June, 2023.

Re-classification from Promoter/Promoter Group to Public

On 18^th July, 2023 the Company received request from Mahindra and Mahindra Limited (m&m) and Prudential Management and Services Private Limited (Prudential) (Person acting in Concert with M&M), seeking reclassification from the “Promoter" and “Promoter Group" category respectively to “Public" category of the Company pursuant to Regulation 31A of the Listing Regulations (“Listing Regulations"). The Board of Directors of the Company at its meeting held on 18^th July, 2023 considered, accepted and approved the reclassification of M&M and Prudential from category of “Promoter" and “Promoter Group" respectively to “Public" category.

The Stock Exchanges (BSE Limited and National Stock Exchange of India Limited) accorded their approval to the said re-classification application vide their letter dated 10^th October, 2023 and thus M&M and Prudential ceased to be part of Promoter/Promoter Group entities of the Company.

The Promoter and Promoter Group shareholding in the Company stood at 65.70% of the paid-up equity capital of the Company as on 31^st December, 2023, which is entirely held by Participaciones Internacionales Autometal Dos, S.L. (PIA2), the Promoter of the Company.

Alteration of Articles of Association of the Company

The Board of the Company at its meeting held on 18^th July, 2023 has approved to alter the Articles of Association of the Company by way of adoption of the new set of Articles in substitution and to the entire exclusion of the extant Articles of Association of the Company. The members of the Company approved the new set of Articles of Association of the Company by way of resolution passed through postal ballot on 8^th September, 2023. The key changes made in the new set of articles of association are pertaining to excluding all the clauses of the Shareholders' Agreement which were incorporated in the earlier Articles of Association of the Company and to incorporate necessary changes due to changes in Law.

Issue of Shares

During the year under review, the Company has issued and allotted 44,998 equity shares of face value of ' 10/-each, pursuant to exercise of options by the employees under the Company's Employee Stock Option Scheme -2015.

Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

The Company have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively. During the year under review the Company was in compliance with the Secretarial Standards, i.e., SS-1 and SS- 2, relating to “Meetings of the Board of Directors" and “General Meetings" respectively.

Compliance with Downstream Investment conditionalities

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

During the year under review, the Company has obtained a certificate from the Statutory Auditors of the Company for compliance with the FDI Regulations in respect of the downstream investment made by the Company during financial year 2022. The Auditors have affirmed compliance with downstream investment conditionalities by the Company and have issued an unqualified report.

Annual Return

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

Dividend Distribution Policy

Pursuant to Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a dividend distribution policy which became effective from 1^st January, 2017 stipulating factors to be considered in case of Dividend declaration. The said policy was amended in financial year 2021 inter-alia to amend the Financial Parameters that shall be considered while declaring dividend. There was no change in the Policy during the Financial Year under review.

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

The same has also been hosted on the website of the Company and is accessible at the web-link: https://www.cie-india.eom/governance3.html#Policies

Other Policies under Listing Regulations

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

Q. GENERAL

None of the Executive Directors (Whole-time Director) were in receipt of any commission from the Company hence the disclosure under Section 197(14) of the Act is not applicable.

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

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

2.    Issue of Shares (including sweat Equity shares) to employees of the Company under any Scheme save and except ESOS referred to in this Report.

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

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

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

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

7.    Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3) (c) of the Act).

Acknowledgement

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

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

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

Shriprakash Shukla Chairman

(DIN: 00007418)

Date: 19^th February, 2024 Place: Mumbai