Exedy India Ltd Directors Report

DIRECTORS REPORT

TO

THE MEMBERS

Your Directors hereby present the Fifty - First Annual Report together with the Audited Balance Sheet and Profit & Loss Account for the year ended 31st March, 2025.

• FINANCIAL RESULTS:

S No Particulars	2024 2025	2023- 2024
	Rs. in Lacs	Rs. in Lacs
INCOME
i) Sale of products & other services (Net of Goods & Services Tax (GST), discount& inter division sales)	47,335.45	44,979.83
EXPENSES ii)	(46467.70)	(42,854.56)
Manufacturing and other expenses
OPERATING PROFIT/LOSS
iii) Before interest & Depreciation	867.75	2125.27
iv) INTEREST & FINANCE COST	(839.71)	(669.60)
v) GROSS PROFIT/ LOSS(Before depreciation)	28.04	1455.67
vi) DEPRECIATION	(569.16)	(514.69)
vii) PROFIT/LOSS (After depreciation)	(541.12)	940.98
viii) PRIOR PERIOD ITEMS	-	-
ix) TAX IN RESPECT OF PREVIOUS YEAR	-	-
x) PROVISION FOR DEFERRED TAX	-	-
xi) PROVISION FOR CURRENT TAX	-	-
xii) TRANSFER FROM GENERAL RESERVES	-	-
xiii) PROFIT/LOSS AFTER TAX	(541.12)	940.98
xiv) Balance of profit / loss brought forward from previous year	(8504.45)	(9445.43)
xv) Amount available for appropriations	(9045.57)	(8504.45)
xvi) APPROPRIATIONS
a) Transfer to General Reserve	-	-
b) Balance carried to Balance Sheet	(9045.57)	(8504.45)

2) DIVIDEND

The revenue account of your Company for the year has shown a loss of Rs.541.12 lacs after providing for interest and depreciation. Further, the company accounts depict accumulated losses of Rs.9045.57 lacs. Hence, your Directors do not recommend any dividend this year.

3) OPERATIONS

Your Company has been operating plants under the global policy laid down by Exedy Corporation, Japan. Based on the policy of safety, quality, just in time concept has been practiced. Your company has minimized the number of accidents through a meticulous safety policy.

Sales have shown anincreaseof around 10.66% in comparison to the previous year 2023-24.Your Company achieved production of 2.56 million Clutch Disc and 2.49 million Clutch Covers in 2024-25. Production of One Way Clutches was 4.11 million.

During the period April-March in financial year 2024-25, Commercial Vehicle sales increased by approximately 0.3 % as against the corresponding period of 2023-24. Sales of Medium and Heavy commercial (M&HCV) vehicles witnessed anincrease of 1.2 %whereas Light Commercial Vehicle (LCV) sales decreased by almost0.3% over the same period in 2023-24.

In the three-wheeler segment sales increased by approximately 2.3 % during the year 2024-25 as compared to year 2023-24. For the same period, two-wheeler sales also showed an increase by approximately 21.4%.

Sales of Passenger Vehicles showed an increaseduring the year 2024-25as compared to the corresponding period of the year 2023-24. In the Passenger Vehicles segment while the Passenger Cars witnesses a decrease of11.4 %, the Utility Vehicles showed an increase of 14.7 % and sales of Vans increased by 2.4%.

The sale of products during the year is as follows :

Particulars	2024-2025	2023-2024
	(Unit : Nos.)	(Unit : Nos.)
A) Clutch Discs	25,70,444	25,24,745
B) Clutch Covers	24,99,848	24,61,640
C) One Way Clutch	40,91,290	36,10,344

The sales (net of taxes and inter division sales) and other income for the financial year under review was Rs.47,335.45lacs as against Rs. 44,979.83 lacs for the previous financial year. Company has incurred a lossof Rs.541.12lacs as against profit of Rs.940.98 lacs in the previous year.

The sales from April to Julyin the year 2025-26 as compared to the same period in the year 2024-25 is as follows:

Particulars	2025-2026	2024-2025
	(Unit : Nos.)	(Unit : Nos.)
Clutch Disc Assly	8,83,156	8,41,598
Clutch Cover Assly	8,42,964	8,02,853
One Way Clutch	1,646,799	1,300,630
Net Turnover (net of taxes and Inter division sales)	Rs. 16845.69 Lacs	Rs. 14586.93 Lacs

New Business

Your company had started production for new models for various customers. Further, new development is taking place with many vehicle manufacturers.

Finances

Your Company is proposing various options to raise funds to finance additional manufacturing capabilities for localization of existing products as well as new products. Efforts are being made to reduce the interest burden through various means.

4) EXEDY CORPORATION

Your Company has always received valuable support from Exedy Corporation your collaborators & foreign promoters in technology transfer,financial assistance, training our personnel at their as well as your factory andfor up-gradation in technology. The Directors would like to place on record their appreciation for continuous patronage given by them and expects further growth in future with their continuous support.

5) MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR AND DATE OF THE REPORT

No material changes and commitments affecting the financial position of the company occurred between the financial year to which these financial statements relate on the date of this report.

6) DIRECTORS

Our Director, Mr. Yuzuru Hirose(DIN No. 08532987) decided to step down from the office of Director of the Company with effect from 1st April, 2025 due to personal reasons. He was associated with the Company since past more than5 years as a representative ofour holding company, EXEDY CORPORATION, Japan and has contributed significantly towards the growth of the Company. We wish him all the best for future. Further, Mr. Kazunori Kusamizu (DIN No. 08898576) was appointed as Additional Director of the Company with effect from 1st April, 2025 in place of Mr. Yuzuru Hirose, to continue office till the Annual General Meeting of the Company. Now, since the tenure of Mr. Kazunori Kusamizuis liable of expire at the ensuing Annual General Meeting, your Company has received a proposal of his candidature for appointment as Director liable to retire by rotation under Section 160 of the Companies Act, 2013, and his appointment is being proposed for the approval of the Shareholders as a Director liable to retire by rotation.

Mr. Shreekant V. Mehta (DIN No. 00318524) and Mr. Rajan A. Ruvala (DIN No. 00086624), Independent Directors of the Company submitted the declaration to the Board under Section 149 (7) of the Act that they meet the criteria of independence as laid down in Section 149 (6) of the Act.

7) PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS MADE UNDER SECTION186 OF THE COMPANIES ACT, 2013

During the financial year under review, your Company has not given/ made any loan, guarantee and investment under Section 186 of the Companies Act, 2013.

8) PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts and arrangements entered by the Company during the year under review with related parties were in the ordinary course of business and on arms length basis and do not attract the provisions ofSection 188 of the Companies Act, 2013. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company. However, the Company with conservative approach and in the interest of the Company has previously passed a special resolution by the Shareholders of the Company approving related party transactions, if any to be entered into by the Company, with respect to availing of any services from any related party within the limit of Rs. 10 crores excluding any remuneration paid or payable to the Directors of the Company in any form. Details of all such related party transactions form part of the financial statement of the company and the shareholders may refer the same for details.

All related party transactions are placed before the Audit Committee and prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature.Form AOC-2 is attached as Annexure-I to this report.

9) ANNUAL RETURN

The extract of Annual Return pursuant to provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Form MGT-9 annexed as Annexure -II to this report.

10) COMPANY NOMINATION AND REMUNERATION POLCY

The Company has been following a Nomination and Remuneration Policy on recommendation of Nomination & Remuneration Committee for selection and appointment of Directors, Senior Management and their remuneration since past few years. Nomination and Remuneration policy in accordance with the provisions of Section 178 of the Act is attached as Annexure - III to this report.

11) NUMBER OF BOARD MEETINGS DURING THE YEAR.

The Company conducted four (4) Board Meetings during the financial year under review on 28th June, 2024, 30th August, 2024, 17th December, 2024 and 26th March, 2025.

12) DEPOSITS

The Company has neither accepted nor renewed any public deposits during the year under review.

13) INTERNAL FINANCIAL CONTROL

The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances.

As per requirement of Companies Act, 2013, your Company is required to test effectiveness of control over its activities, which may have financial impact. The Company has complied with the same. Further your Company is always in endeavor to improve on the control systems.

14) DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the directors hereby confirm that:

• The applicable accounting standards have been followed by the Company in preparation of the annual accounts for the year ended 31st March, 2025, along with proper explanation relating to material departures;

• They have selected accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2025 and of the profits/loss of the Company for the year under review;

• They have taken proper and sufficient care for the maintenance of adequate accounting record, in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

• They have prepared the annual accounts on a ‘going concern basis.

• The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

15) PERSONNEL

Industrial relations between management, labour and staff in the establishment at Aurangabad and Greater Noida have continued to be generally pleasant and harmonious during the year under review. Your Directors wish to place on record their deep appreciation of the excellent work done and cooperation extended by the employees at all levels in achieving the assigned tasks and goals.

16) INSURANCE

All the properties including buildings, plant and machinery, stocks etc. have been adequately insured.

17) RISK MANAGEMENT POLICY

The Company has an adequate Risk Management Policy. Any shareholder interested in having a copy of such policy may write to the Secretarial Department of the Company.

18) DISCLOSURE UNDER SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In your Company, all employees are of equal value. There is no discrimination among individuals at any point on the basis of race, color, gender, religion, political opinion, national extraction, social origin, sexual orientation or age.

In your Company, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in the values and the Code of Ethics & Conduct of the Company. The Company has in place prevention of sexual harassment at workplace policy in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual and temporary ) are covered under this policy.

An Internal Complaints Committee is in place to redress complaints received regarding sexual harassment. However, during the financial year 2024-25, no such complaint regarding sexual harassment was received by the Committee.

19) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNING AND OUT-GO.

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings as required under Section 134(3)(m) of the Companies Act, 2013 is annexed as Annexure -IV to this report.

20) AUDITORS/ AUDIT

Statutory Auditors/Audit

The Company had appointedM/s. Sudit K. Parekh & Co. LLP (Firm Registration No: 110512W/W100378), Chartered Accountants,2002, Urmi Estate-Tower A, 20th Floor, 95, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai-400 013 to be the Statutory Auditors of the Company for five years from the financial year 2022-23 upto financial year 2026-27in the Annual General Meeting of the Company held on 28th September, 2022.

With respect to the Auditors Report for the financial year 2024-25, specific notes forming part of the accounts referred to in the Auditors Report are self explanatory and give the complete information.

Secretarial Auditor/Audit

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Gautam Goyal & Associates, a firm of Company Secretaries in Practice, New Delhi to undertake the Secretarial Audit of the Company for the year under review. The report of Secretarial Auditor is annexed as Annexure - V to this report.

With respect to the Company not able to achieve Complete Dematerialization of Equity Shares pursuant to the provisions of Rule 9A of the Companies (Prospectus and Allotment of Securities) Rules, 2014wewould like to submit that we are already a member of NSDL and CDSL and have complied with all the formalities on the part of our company for the purpose of dematerialsation of shares. Further, letters/reminders were send by Company/ Registrar and Transfer agent of the Company to all the shareholders to get their holdings converted into demat form latest being sent during the year under reviewbut the same is not done by some of the shareholders till date. However, the company has complied with all the formalities required for the same.

Internal Auditors/Audit

M/s AKSB & Co. (formerly Chirag Chawla & Associates), New Delhi, a firm of Chartered Accountants were appointed as the Internal Auditors of the Company as per sec 138 of Indian Companies Act 2013 read with Rule 13 of Companies (Accounts) Rules, 2014 for the financial year 2024-25. Internal Audit was properly carried out in order to commensurate with the size and nature of operation of the company.

Cost Auditors/Audit

Pursuant to provisions of Section 148 of the Companies Act, 2013 read with relevant rules made thereunder, the Company has maintained the relevant cost audit records in the prescribed formats. Further, as per provisions of the Section 148 of the Companies Act, 2013read withthe Companies ( Cost Records and Audit ) Rules, 2014 and subsequent amendments, if any, M/s Shashi Ranjan & Associates, Jaipur were appointed as the Cost Auditor of the Company for the financial year 2024-25 and they have conducted the Cost Audit as required.

21) AUDIT COMMITTEE

As on 31st March, 2025, the Audit Committee comprises of following members :

• Mr. Rajan A. Ruvala

• Mr. Shreekant V. Mehta

• Mr. Hidetaka Endo

The composition of Audit Committee is in conformity with the Companies Act, 2013. During the financial year 2024-25, one meeting of Audit Committee was held on 30thAugust, 2024. The role of Audit Committee, powers exercised by it and information reviewed by it are in accordance with the requirements specified in Companies Act, 2013 and other applicable laws, if any.

22) NOMINATION AND REMUNERATION COMMITTEE

As on 31st March, 2025, the Nomination & Remuneration Committee comprises of following members:

• Mr. Shreekant V. Mehta

• Mr. Rajan A. Ruvala

• Mr. Hidetaka Endo

The composition of Nomination & Remuneration Committee is in conformity with the Companies Act, 2013. During the financial year 2024-25, two meetings of Nomination & Remuneration Committee were held on 30th August, 2024 and 26thMarch, 2025. The role of Nomination & Remuneration Committee, powers exercised by it and information reviewed by it are in accordance with the requirements specified in Companies Act, 2013 and other applicable laws, if any.

23) PARTICULAR OF EMPLOYEES

Pursuant to provisions of the Companies Act, 2013 read with Rule (5) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the said rules are not applicable on the Company as during the year no employee of the Company is drawing remuneration in excess of the limits prescribed.

For and on behalf of the Board of Directors	For and on behalf of the Board of Directors
PRADEEP B. CHINAI	HIDETAKA ENDO
DIN No. 00128368	DIN No. 10541397
Director	Director
Registered Office:
Plot No. L-4, MIDC Industrial Area, Chikalthana,
Chhatrapati Sambhajinagar (Aurangabad) -431006,
Maharashtra
Mumbai, 29th August, 2025.