Enkei Wheels India Ltd

To,

The Members of

The Directors take pleasure in presenting the fifteenth Annual Report together with the Audited Financial Statements, for the financial year ended December 31, 2024:

(The Annual Report for FY 2024 can be accessed by web link www.enkei.in)

The Company's financial performance during the financial year 2024, as compared to the previous year 2023 is summarized below:

(' In Million)

The automotive industry in India is one of the main pillars of the economy. With strong backward and forward linkages, it is a key driver of growth. The Automobile industry produced a total 30.61 million vehicles including Passenger Vehicles, Commercial Vehicles, Three Wheelers, Two Wheelers, and Quadricycles during the Financial Year ended on December 31, 2024. As a result, India holds a strong position in the international heavy vehicles arena. Despite various challenges, automobile industry achieved record growth in its different segments and indicated a positive trend for the industry.

Following the Industry trends, your Company effectively managed to work well during the financial year under review with improved sales growth in sales volume. The Company is continuously striving to take steps to control the cost, streamlining processes and efficiency enhancements, your Company sustained profitable growth despite the current economic conditions.

During the Financial Year under review total standalone revenue of the Company increased to INR 8503.17 million from INR 7242.02 million for previous year. Your company achieved the sales of total INR 8316.06 million (Jan-Dec 2024) combined for 2W and 4W wheels as against previous year INR 7066.65 Million .Profit before Interest, Depreciation, Exceptional Items and Tax was at INR 671.14 Million as against INR 682.95 Million for the previous year, showing marginal decline of INR 11.81 Million . The profit before exceptional items & tax for the Financial Year decreased to INR 22.28 Million in Financial Year 2024 from profit of INR 160.52 Million in Financial Year 2023 due to increased raw material price, finance cost and

Depreciation. Depreciation is increased due to capitalization of work in progress during the reporting period.

Your Company had posted overall growth of 17 percent in terms of sales as compared to the previous year which is amounting to INR 1249.40 Million.

The Company remains optimistic about growth in the financial year 2025, as a credible recovery in the Indian economy and a positive inducement towards increasing alloy wheels' demand in near future.

During the year under review, there were no changes in the structure of share capital of the company compared with previous year.

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Internal Complaints Committee ('ICC') is in place for all works and offices of the Company to redress complaints received regarding sexual harassment.

During FY24, the Company has received no complaints on sexual harassment. There was neither any pending cases nor undergoing investigations is going on the last quarter of FY24.

No matters of actual or alleged fraud has been reported by the auditors under sub-section (12) of Section 143 of the Companies Act, 2013.

The annual listing fees for the year under review have been paid to BSE Limited where your Company's shares are listed.

During the year under review, Five Board Meetings were convened and held. The intervening gap between the two consecutive Meetings was within the period prescribed under the Companies Act, 2013 and as per the SEBI (Listing

Obligation & Disclosure) Regulations, 2015. Following are the details of the Board Meeting held during the year:

Pursuant to schedule IV of the Companies Act, 2013, the Independent Directors of the Company shall hold at least one meeting in a year without attendance of Non-Independent Directors and members of the Management. Accordingly, Independent Directors of the Company met on December 20, 2024 to consider the following business as required under the Companies Act, 2013:

I. review the performance of Non-Independent Directors and the Board as a whole;

II. review the performance of the Chairperson of various committees of the Company, taking into account the views of Executive Directors and Non-Executive Directors;

III. assess the quality, quantity and timeliness of flow of information between the Company's Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

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.

The company as required under Schedule IV of the Companies Act, 2013 and Listing Regulations has made arrangement to facilitate the Independent Directors to familiarize with the operations of the company, their roles, rights, responsibilities as Directors of the company considering the nature of the industry in which the company operates, business model of the company, etc. The above aspect can be accessed by web link www.enkei.in. During the F.Y. 2024.

Pursuant to the requirement under Section 134(5) of the Companies Act 2013, with respect to Directors' responsibility Statement, it is hereby confirmed as under:

a. that, in the preparation of the annual accounts for the year ending on December 31, 2024, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. that, the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that year;

c. that, the Directors had taken proper and sufficient care for the maintenance of adequate accounting records 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;

d. that, the Directors had prepared the annual accounts for the year ended on December 31, 2024 on a going concern basis;

e. proper internal financial controls were in place and that the financial controls were adequate and were operating effectively;

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

Your Directors do not recommended payment of dividend for the financial year 2024 in view of lower profits during the year and requirement of capital retention for future business expansion / diversification plan.

The provisions of Section 125(2) of the Companies Act, 2013 does not apply as there was no dividend declared and paid in last year. Further there is no unclaimed dividend or outstanding dividend, standing in the books of the Company.

All Independent Directors have given declarations under section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and in 16 (1) (b) of Securities And Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015 and pursuant to Regulation 25(8) of the Listing Regulations, each Independent Director confirmed that he/she is not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact his/her ability to discharge his/ her duties with an objective independent judgment and without any external influence and that he/she is independent of the management. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the Management.

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements.

The NRC conducts a gap analysis to refresh the Board on a periodic basis, including each time a Director's appointment or re-appointment is required. The NRC reviews and vets the profiles of potential candidates compared to the required competencies, undertakes due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board.

The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration.

Criteria for determining qualifications, positive attributes and independence of a Director In terms of the provisions of Section 178(3) of the Act, and Regulation 19 of the SEBI Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

i. The Committee shall consider the ethical standards of integrity and probity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and accordingly recommend to the Board his/her appointment.

ii. The Company should ensure that the person so appointed as Director/Independent Director/KMP/Senior Management Personnel shall not be disqualified under the Companies Act, 2013, rules made thereunder, Listing Agreement or any other enactment for the time being in force.

iii. The Director/Independent Director/KMP/Senior Management Personnel shall be appointed as per the procedure laid down under the provisions of the Companies Act, 2013, rules made thereunder, Listing Agreement or any other enactment for the time being in force.

iv. A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.

The Company policy on Directors & KMP remuneration is available on the Company's website at http://www.enkei.in/ download/others/Nomination Remuneration Policy.pdf

M/s. Kirtane & Pandit LLP, Chartered Accountants (Firm Registration No. 105215W / W100057 were re-appointed as Statutory Auditor of the Company for a tenure of 5 years commencing from conclusion of the 15th Annual General Meeting (AGM) of the Company held on May 22, 2024, until conclusion of 20th Annual General Meeting of the Company to be held in the year 2029.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, read with regulation 24A of SEBI (Listing obligations

and Disclosure Requirements) Regulations, 2015, the Board of the Directors vide their Board Meeting held on April 28, 2025 and on basis of recommendation received from Audit Committee, recommend to the shareholders for appointment of Ms Snehal Phirange, Practising Company Secretary (Membership No. FCS 8103 CP No. 8064) for a term of Five years w.e.f. January 01, 2025 to December 31, 2029, to undertake the Secretarial Audit of the Company.

The Report of the Secretarial Audit for the Financial year 2024, issued by M/s. Shailesh Indapurkar and Associates, Practicing Company Secretary, is annexed herewith as 'Annexure II' to this Report.

M/s. Shailesh Indapurkar and Associates, Practicing Company Secretary have also issued Secretarial Compliance Report as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder, same is annexed herewith as 'Annexure III' to this Report.

There was no qualification, adverse remarks or reservation in the Audit Report issued by the Statutory Auditors M/s Kirtane & Pandit LLP except an observation on audit trail facility at the database level in accounting / payroll software related to the master records .

In this regard, it is informed that the above said observations do not have any impact on the financials of the Company. Management has already discussed with the software /service providers and necessary changes will be implemented in the first half of FY 2025.

There are no qualifications, reservations or adverse remarks or disclaimers made by Mr. Shailesh Indapurkar, Practicing Company Secretary, in his Secretarial Audit Report and Annual Secretarial Compliance Report.

The Cost audit under provisions of Section 148 of the Companies Act, 2013 is not applicable to the Company. Hence the Company has not conducted the cost audit for the financial year 2024.

Maintenance of cost records has not been specified by the Central Government under sub section (1) of section 148 (1) of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014 for the business activities carried out by the Company.

The management is accountable for the integration of risk management practice into the day to-day activities. The risk assessment and minimization procedures being followed by the management and steps taken by it to mitigate these risks are periodically placed before the Board and Audit Committee along with findings of the internal auditors. All the assets of the Company are adequately insured. No major elements of the risk exist, which in the opinion of the Board may threaten the existence of the company.

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st December, 2024, are set out in Notes to the Financial Statements of the Company.

All contract/arrangement/transactions entered by the Company during the Financial Year 2024 with the related parties were in the ordinary course of business and on arm's length basis. Hence, no particulars are being provided in Form AOC-2. Certain transactions, which were repetitive in nature, were approved through omnibus route.

As per the SEBI Listing Regulations, if any Related Party Transactions CRPTs') with a related party, exceeds ^ 1,000 crore or 10% of the annual consolidated turnover as per the last audited financial statement whichever is lower, would be considered as material and would require Members' approval. In this regard, during the year under review, the Company has taken necessary Members' approval.

Pursuant to the requirements of the Act and the SEBI Listing Regulations the Company has formulated a policy on RPTs and is available on Company's website www.enkei.in.

Further, we draw your attention to Note no 31(j) of the Financial Statements of the Company.

Discussion on state of Company's affairs has been covered in the Management Discussion and Analysis Report which forms part of this report.

No amount has been transferred to reserves, profit has been transferred to profit and loss account.

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 Statement relate and the date of the report.

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-I forming part of this Report. The information as per Rule 5(2) and Rule 5(3) of the Rules, forms part of this Report.

Since, energy conservation plays a significant role in maintaining pollution free environment, your company is committed towards environmental sustainability by conserving energy and resources. The Company gives highest priority to ensure environmental friendly practices at all factories and offices. These include reduction in power consumption & Water wastage and eliminating excess use of paper and using ecofriendly products etc.

Under energy saving drive, company has made some changes in manufacture process as a measure to save the energy. The Company took measure to save energy by way of management of compressor. These measure lead to reduce the energy Consumption in the factory.

Within the Company, there are continuous efforts towards improving operational efficiencies, minimizing consumption of natural resources, energy & CO₂ emissions while maximizing production volumes.

During the year under review, the Company is in the process of updation of MAP2 facility into MAT facility. This will lead to reduction in the processing time of wheels manufacturing and increase the production capacity of the Company which will increase the volume and revenue.

Enkei is initiating towards obtaining laser marking facility. As per BIS (Bureau of Indian Standards) regulation company has started doing ISI marking inside the wheel as per the customer requirement.

During the year, total inflows (on cash basis) in foreign exchange were ^ 7.68 Million and total outflows (on cash basis) in foreign exchange were ^ 5,097 Million.

For the year under review the provisions of Section 135 of the Companies Act, 2013 are applicable to the company. Further, the Board of Directors has formed the CSR Committee & approved CSR Policy.

The detailed constitution of CSR Committee is provided in Corporate Governance Report & CSR Policy is available on the website of the Company.

CSR Expenditure incurred by the company during the financial year 2024 as per the provision of Section 135 of Companies Act, for FY 2024 are mentioned in the Annexure IV.

In compliance with the provisions of the Companies Act, 2013, the SEBI Listing Regulations and Guidance note on Board evaluation issued by SEBI, the Nomination and Remuneration Committee of the Board of Directors of the Company has carried out a formal annual evaluation of the Board, its committees and individual directors. Further, the Board of Directors have also carried out the evaluation of the Board as a whole, its committees, Chairman of the Board and all the Individual and Independent Directors on the Board.

The performance evaluation of the Board and its committees was made after seeking inputs from all the Directors of the Company on the basis of effectiveness of board processes, information and functioning, degree of fulfillment of key responsibilities towards stakeholders, governance issues, effectiveness of control system in identifying material risks and reporting of material violations of policies and law, Board/Committees structure, composition and role clarity, experience and competencies, establishment and delineation of responsibilities to committees, frequency of meetings, circulation of agenda of the meetings, recording of minutes, adherence to law, Board/Committee culture and dynamics, quality of relationship between Board members and the

Management, efficacy of communication with external stakeholders, etc.

The Board and the Nomination and Remuneration Committee (NRC) of the Company evaluated the performance of Individual Directors (including independent directors) based on criteria such as qualifications, experience, knowledge and competency, fulfillment of functions and integrity including adherence to Code of Conduct and Code of Independent Directors of the Company, safeguarding of the Confidential information and of interest of Whistle Blowers under Vigil Mechanism, compliance with policies and disclosures of interest and fulfillment of other obligations imposed by the law, contribution and initiative, availability, attendance, participation and ability to function as a team, commitment, independence, independent views and judgement and guidance/support to management outside board, etc.

A separate meeting of the Independent Directors ("Annual ID meeting") was convened on December 20, 2024, which reviewed the performance of the Board (as a whole), the Non-Independent Directors and the Chairman and the quality, quantity and timeliness of flow of information between the Company, Management and the Board, that is necessary for the Board to effectively and reasonably perform their duties. Post the Annual ID meeting, the collective feedback of each of the Independent Directors was discussed by the Chairman of the Nomination and Remuneration Committee with the Board's Chairman covering performance of the Board as a whole; performance of the Non-Independent Directors.

During the financial year under review,

- Mr. Kenjiro Hama, (DIN: 10516270) was appointed as Managing Director with effect from February 23, 2025 in place of Mr. Kazuo Suzuki.

- Mr. Ratanlal Goel (DIN: 07663394), Mr. Satchidanand Ranade (DIN: 03525423) and Ms Kavita Sethi Jain (DIN: 07964461) were appointed as Independent Directors in the place of Mr. Haresh Shah, Mr. GSV Prasad and Ms. Smita Patti, at the Annual General Meeting held on May 22, 2024 with effect from May 23, 2024.

- Mr. Kunal Dhoke, Chartered Accountant was appointed as Chief Financial officer of the Company w.e.f. October 08, 2024, in place of Mr. Jitendra Parmar.

Thereupon, the intimation of relevant appointment of Independent Directors and required e-forms including necessary documents were filed with the registrar of companies (ROC) and Bombay stock exchange (BSE) within the applicable timelines by the company.

There was no other change in composition of board, key managerial persons during Financial Year except above.

Mr. Shailedrajit Rai, Non-Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

During the financial year under review, Company did not accept any deposits which are not in compliance with the requirements of Chapter V of The Companies Act, 2013.

There has been no change in the nature of business during the Financial Year under review.

During the year under review, there are no companies which has become/ ceased to become a Subsidiary/ Joint Ventures/ Associate Companies.

The Company has neither received nor is aware of any such order from Regulators, Courts or Tribunals during the year.

The Company has developed a strong two tier internal control framework comprising entity level controls and process level controls. The entity level controls of the Company include elements such as defined code of conduct, whistle blower policy, rigorous management review, MIS and strong internal audit mechanism. The process level controls have been ensured by implementing appropriate checks and balances to ensure adherence to Company policies and procedures, efficiency in operations and also reduce the risk of frauds.

Regular management oversight and rigorous periodic testing of internal controls makes the internal controls environment strong at the Company. The Audit Committee along with Management overseas results of the internal audit and reviews implementation on a regular basis.

The composition of all committees formed by board is provided in Corporate Governance Report.

The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for Directors and employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Company's code of conduct. The aforesaid policy has also been uploaded on the Company's website.

A Cash Flow Statement for the year ended 31st December, 2024 is attached to the Balance Sheet.

Corporate Governance report for the year under review is annexed herewith.

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.enkei.in.

Your Directors wish to convey their appreciation to all the employees for their collective contribution to the Company's performance. Directors also wish to thank Enkei Corporation, our promoters, banks, financial institutions, and customers for their unstinted support and shareholders for their confidence reposed in the management.

ANNEXUREI

1. The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2024, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2024 and the comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as follows:

' in Million

2. The median remuneration of employees of the Company during the financial year 2024 was INR. 6,52,638/-.

3. In the financial year 2024, there was increase of 1.62% in the median remuneration of employees.

4. As on December 31, 2024, there were 620 permanent employees who were on the roll of the Company.

5. Relationship between average increase/decrease in remuneration and Company performance:

During FY 2024 the Revenue of the Company has been increased by 18 % in compare to previous year. However there is decreased in Net profit due to increase of depreciation cost on account of capitalization of WIP capital expenditure, increase of Finance cost and increase of raw material cost incurred during the year. Whereas there is no material change in median remuneration and number of employees during the year.

6. Comparison of Remuneration of the Key Managerial Personnel(s) against the performance of the Company:

There was no significant changes in the total remuneration of the Key Managerial Personnel(s) during the Financial year. The remuneration of employees and Managerial Personnel are decided based on the individual performance, Company's overall performance, inflation, prevailing industry trends and benchmark.

7. Managerial remuneration paid during the year under review is according to the Nomination and remuneration policy of the company.

8. The Company do not have any employee who was employed throughout the Financial Year or part thereof and was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of remuneration 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 two percent of the equity shares of the Company.

9. Further, as required under provisions of section 197(12) of the Companies Act, 2013 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 INR 10,200,000/per annum during the year ended 31st December, 2024 or employee who were employed for a part of the Financial Year and were in receipt of remuneration of not less than INR 850,000/- per month during any part of the said year is annexed herewith.

ANNEXURE II

Form No. MR-3

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,

The Members,

Gat No. 1425, Village Shikrapur Tal - Shirur, Pune - 412208

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by ENKEI WHEELS (INDIA) LIMITED (hereinafter called the company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year from January 01, 2024 to December 31, 2024 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year January 01, 2024 to December 31, 2024, according to the provisions of:

i) The Companies Act, 2013 (the Act) and the rules made there under;

ii) The Securities Contracts (Regulation) Act, 1956 CSCRA') and the rules made there under;

iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

iv) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 CSEBI Act') as amended from time to time:

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not Applicable to the company during the audit period);

(d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (Not Applicable to the company during the audit period);

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations 2021 (Not Applicable to the company during the audit period);

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 and the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2021 (Not Applicable to the company during the audit period);

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not Applicable to the company during the audit period)

vi) As informed to us no law was applicable specifically to the company.

We have also examined compliance with the applicable clauses of the following:

i) Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board and General Meeting, Directors Report

ii) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (LODR)

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above.

1. Intimation to stock exchange of expiry of tenure of appointment of Mrs. Smita Patil Independent Director dated 30th May 2024 wasn't informed with some delay to stock exchange on 4th June 2024

2. Intimation to Stock Exchange of Resignation of Jitendra Parmar, CFO, KMP was informed within statutory time. However Resignation letter dated 11th June 2024 from KMP was submitted on 23 September 2024

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors

and Independent Directors. The following changes took place:

• Company has duly appointed Mr. Kenjiro Hama as Managing Director of the company

• Company has duly appointed Mr. Ratanlal Goel, Mrs. Kavita Sethi Jain and Mr. Satchidanand Ranade as Independent Directors of the company

• Company has duly appointed Mr. Kunal Dhoke as Chief Finance Officer of the Company

The changes in the constitution / composition of the Board of directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance. A system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that during the audit period, there are no major events which had bearing on the company's affairs in pursuance of the above referred laws, rules, regulations, standards, guidelines, etc.

ANNEXURE III

We M/s Shailesh Indapurkar & Associates, Company Secretaries, Pune have examined:

(a) all the documents and records made available to us and explanation provided by Enkei Wheels India Limited (Company)

(b) the filings/ submissions made to the stock exchanges,

(c) website of the listed entity,

(d) any other document/ filing, as may be relevant, which has been relied upon to make this certification, for the year ended December 31, 2024 ("Review Period") in respect of compliance with the provisions of:

(a) the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and

(b) the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the circulars/guidelines issued thereunder, have been examined, include:

(a) Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

(b) Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 (Not applicable during the review period);

(c) Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(d) Securities and Exchange Board of India (Buyback of Securities) Regulations,2018 (Not applicable during the review period);

(e) Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations 2021 (Not applicable during the review period);

(f) Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008 and Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities, 2021 (Not applicable during the review period);

(g) Securities and Exchange Board of India (Issue and Listing of Non-Convertible and Redeemable Preference Shares) Regulations, 2013 (Not applicable during the review period);

(h) Securities and Exchange Board of India (Prohibition off Insider Trading) Regulations, 2015;

(i) Securities and Exchange Board of India (Depositories and Participant) Regulations, 2018;

(k) and circulars/ guidelines issued thereunder; and based on the above examination, We hereby report that, during the Review Period:

(a) The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder except in respect of matters specified below:

(b) The listed entity has taken following actions to comply with the observations made in previous reports:

(c) We hereby report that, during the Review Period the compliance status of the listed entity is appended as below:

ANNEXURE IV

The Company has constituted a Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility Policy) Rules, 2014 and the amendments thereto. Pursuant to provisions of Section 135 of the Companies Act, 2013, the Company has also formulated a Corporate Social Responsibility Policy which is available on the website of the Company at www.enkei.in. This Annual Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed as Annexure - IV to the Board's Report.

Any two Directors shall form the Quorum of the Committee.

The Company has framed a CSR Policy in compliance with the provisions of section 135 of the Companies Act, 2013 and Also, a detailed report on the CSR activities undertaken by the company during the financial year 2024 is available on the company's website and the web link for the same is www.enkei.in.

Not applicable for the financial year 2024

5. DETAIL OF THE AMOUNT AVAILABLE FOR SET OFF IN PURSUANCE OF SUB-RULE (3) OF RULE 7 OF THE (COMPANIES CORPORATE SOCIAL RESPONSIBILITY POLICY) RULE 2014, AND AMOUNT REQUIRED FOR SET OFF FOR THE FINANCIAL YEAR, IF ANY: Not Applicable

Average net profit of the company for last three financial years: ? 142.05 Million.

7. a) Two percent of average net profit of the Company as per section 135(5): 2.841 Million

b) Surplus arising out of the CSR Projects or Programs or Activities of the previous financial years: NIL

c) Amount required to be set-off for the financial year, if any: NIL

d) Total CSR Obligation for the Financial Year [7a+7b-7c]: 2.841 Million

d) Amount spent in Administrative Overheads: Nil

e) Amount spent on Impact Assessment, if applicable: Not Applicable

f) Total amount spent for the Financial Year (8b+8c+8d+8e): 2.84 Million

g) Excess amount for set off, if any: Not Applicable

9. (a) Details of Unspent CSR amount for the preceding three financial years: Not Applicable

Not Applicable

10. In case of creation or acquisition of capital asset, furnish the details relating to the asset so created or acquired through CSR spent in the Financial year (asset-wise details): Yes

If yes, enter the number of capital asset created/acquired: 1

Specify the reason(s), if the Company has failed to spend two per cent of the average net profit as per section 135(5): Not Applicable