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Director's Report

Fiem Industries Ltd
Industry :  Auto Ancillaries
BSE Code
ISIN Demat
Book Value()
532768
INE737H01014
393.4282054
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
FIEMIND
25.16
5062.06
EPS(TTM)
Face Value()
Div & Yield %
76.45
10
1.56
 
As on: Jul 16, 2025 05:28 AM

Dear Members,

The Directors of your Company have the pleasure in presenting the 36th Annual Report of the Company, along with standalone and consolidated audited financial statements for the financial year ended March 31, 2025. The standalone and consolidated financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs, as amended from time to time.

Financial Results: Standalone & Consolidated

The Director's Report is prepared on the basis of Standalone Financial Statements of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014. However, this report also contains highlights of performance of subsidiaries and joint venture companies and their contribution to the overall performance of the Company during the period under review. Financials of following Wholly-owned Subsidiaries (WOS), and Joint Venture Companies (JVs) are consolidated in Consolidated Financial Statements.

SN Name of Entity

Country of Incorporation WOS/JV
1. Fiem Research and Technology S.r.l (FRT) Italy WOS
2. Fiem Industries Japan Co., Ltd. Japan WOS
3. Fiem Kyowa (HK) Mould Company Limited Hong Kong 50:50 JV
4. Centro Ricerche Fiem Horustech S.r.l (CRFH) (Company exited from this JV during FY 2024-25, and no contribution from this JV in performance of Company, during FY 2024-25) Italy 50:50 JV

The key financial highlights of standalone and consolidated financials of your Company are as under:

(Rs in Lakh)

Standalone Consolidated

SN. Particulars

FY 2024-25 FY 2023-24 FY 2024-25 FY 2023-24

1 Income from Operations

a) Net Sales 240495.64 201436.78 240536.78 201528.53
b) Other Operating Income 1724.38 1347.24 1724.38 1349.53

Total Income from operations (Net)

242220.02 202784.02 242261.16 202878.06

2 Total Expenses (Excluding dep. and finance cost)

210146.76 175987.78 210041.50 176009.62

3 Profit from operations before other income, finance costs, depreciation and exceptional items (1-2)

32073.26 26796.24 32219.66 26868.44

4 Add :- Other income

1611.36 1596.59 1611.68 1596.72

5 Profit from ordinary activities before finance costs, depreciation and exceptional items (3+4)

33684.62 28392.83 33831.34 28465.16

6 Less :- Finance costs

154.33 293.83 154.33 293.83
Less :- Depreciation 6389.88 5807.99 6426.17 5865.21

7 Profit from ordinary activities after finance costs, depreciation but before exceptional items (5-6)

27140.41 22291.01 27250.84 22306.12

8 Exceptional Items

374.95 - 374.95 -

9 Profit/(Loss) from Ordinary Activities Before Tax (7+8)

27515.36 22291.01 27625.79 22306.12

10 Tax expense

7101.56 5706.69 7129.31 5724.19

11 Net Profit/(Loss) from Ordinary Activities After Tax (9-10)

20413.80 16584.32 20496.48 16581.93

12 Share of profit/(loss) of associates

- - (4.50) (11.42)

13 Profit after tax for the year after share of profit/loss of associate

20413.80 16584.32 20491.98 16570.51

14 Other comprehensive income/(loss) (net of tax)

(145.50) (37.46) (145.50) (37.46)

15 Total other comprehensive income (net of tax)

20268.30 16546.86 20346.48 16533.05

16 Weighted Earnings Per Share (EPS) (in Rs.)

77.56 63.01 77.86 62.96

State of the Company's affairs and Business Review

a) Financial Review:

FY 2024-25 has put India's 2-wheeler industry back in high gear. The industry volumes for the year grew about 11%. The year marked another milestone in the Company's growth trajectory, with record revenues, margin stability, and deeper engagement with marquee OEMs. In line with industry performance, the Company's financial performance highlights are as under:

• For FY 2024-25, Company has achieved Net Sales of Rs. 2404.96 Crore as compared to Rs. 2014.37 Crore in previous financial year, representing a growth of 19.39%.

• EBIDTA for FY 2024-25 stood at Rs. 320.73 Crore, as compared to Rs. 267.97 Crore last year. This translates into an EBDITA margin of 13.34% for the FY 2024-25.

• For FY 2024-25, PAT of the Company stood at Rs. 204.14 Crore as compared to Rs. 165.84 Crore during last financial year, which is higher by 23.09%.

• As a percentage of total Automotive Lighting, the LED Lighting stands at 59.3% in FY 2024-25, as compared to 52% during last year. To enhance innovation and a deep focus on integrated product development, the Management has taken following initiatives:

• A state-of-the-art Innovation and R&D Centre is established in Gurugram, integrating Mechanical, Optical, Electronics, and CAE teams.

• The Company is setting up an EMI/EMC validation lab, along with in-house SMT line, prototyping capabilities including assembly lines, to accelerate electronics product development.

• The Corporate Office is also housed in same office to facilitate direct oversight by Top Management and agile decision-making.

Management believes this strategic step will enhance speed, integration, and customer responsiveness across 2W and 4W verticals.

Continued investments in product innovation, advanced manufacturing, and R&D are expected to sustain and enhance the Company's dominant position in the automotive lighting space.

Update on Fire at Rai Plant:

During the previous financial year, we faced an unfortunate fire incident at our Rai factory on June 13, 2023, resulting in significant damage to our stock, plant machinery, equipments etc. and part of the building. However, due to the right safety measures and the swift actions, we were able to save a substantial portion of our assets. During the year under review, the work of re-instatement of building, machines, equipments and other assets is completed and final assessment of insurance claim is under process. During the year under review, Company has received two interim payments from insurance company, respectively for Rs. 30 Crore and Rs. 20 Crore each, totalling Rs. 50 Crore.

Dividend

The company has been consistently declaring higher dividends every year since listing. In line with the same, and in terms of Dividend Distribution Policy of the Company, the Board in its meeting held on May 30, 2025, had recommended a Final Dividend at the rate of 300% i.e. Rs. 30/- per equity share of Rs. 10/- each for the financial year ended on March 31, 2025. The Final Dividend payout is subject to approval of members at the ensuing Annual General Meeting of the Company. The Final Dividend, if approved by the members would involve a cash outflow of Rs 7895.90 Lakh.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations"), the Board of Directors had approved and adopted a Dividend Distribution Policy in its meeting held on 30th June, 2021.

The Dividend Distribution Policy is enclosed as Annexure-I. This Policy is also available under Investor section of website of the Company and can be viewed at the following link: https:// fiemindustries.com/dividend-distribution- policy/ Statutory disclosures as per provisions of Section 134 of the Companies Act, 2013 (the "Act")

1. Annual Return

Company has placed a copy of the Annual Return on website of the Company, which can be seen at following link: https:// fiemindustries.com/annual-returns/

2. Number of meetings of the Board

Meetings of the Board are held on regular intervals to discuss and decide on various business policies, strategies, operational, financial and other matters. Due to business exigencies, the Board also approve some proposals through resolution passed by circulation from time to time.

During the financial year 2024-25, five (5) Board Meetings and one separate meeting of Independent Directors of the Company were held.

Detailed information on the meetings of the Board is included in the Corporate Governance Report, which forms an integral part of this Annual Report.

3. Directors' Responsibility Statement

In terms of Section 134(3)(c) of the Companies Act, 2013, your Directors state that:

a) in the preparation of the Annual Accounts for the year ended March 31, 2025, the applicable accounting standards (IndAs) have been followed along with proper explanation relating to material departures, if any;

b) 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 a true and fair view of the state of affairs of the Company as at end of Financial Year ended March 31, 2025 and of the Profit and Loss of the Company for that period;

c) the Directors have 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 have prepared the Annual Financial Statements on a ‘going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating efficiently; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, including review of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2024-25.

4. Independent Directors' Declaration

The Company has received necessary declaration from each of Independent Director of the Company under Section 149(7) of the Companies Act, 2013 read with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations'), as amended, that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations. The Board took on record the declaration and confirmation submitted by the Independent Directors regarding their meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same as required under Regulation 25 of the Listing Regulations.

5. Directors' Appointment Criteria and Remuneration Policy etc.

The Nomination & Remuneration Committee has formulated criteria for determining qualifications, positive attributes and independence of the Directors as well as Remuneration Policy for the Company as mandated under Section 178(3)/ (4) of the Act and Regulation 19 read with Part D of Schedule II of the Listing Regulations.

There has been no change in the Remuneration Policy of the Company during the year. The Remuneration Policy is enclosed as Annexure-II. This Policy is also available under Investor section of website of the Company and can be viewed at the following link: https://fiemindustries.com/ remuneration-policy/

6. Auditors and Auditor's Reports

(a) Statutory Auditors

Pursuant to Section 139 of the Companies Act, 2013, M/s Anil S Gupta & Associates, Chartered Accountants (Firm Registration No. 004061N), a partnership firm (Audit Firm) were appointed as Statutory Auditors of the Company at 33rd AGM of the Company held on August 24, 2022, for a term of 5 (five) years, starting from the conclusion of 33rd Annual General Meeting till the conclusion of 38th Annual General Meeting of the Company to be held in the year 2027.

(b) Statutory Auditor's Reports

The Auditor's Reports given by M/s Anil S Gupta & Associates, Chartered Accountants, Statutory Auditors on the financial statements of the Company, both standalone and consolidated, for the financial year 2024-25 is part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Reports. Further, during the year under review, the Auditors has not reported any matter of offence of fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

(c) Secretarial Auditor

In terms of Section 204 of the Companies Act, 2013 and in compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, the Board at its meeting held on May 30, 2025, based on recommendation of the Audit Committee, has approved the appointment of M/s Ranjana Gupta & Associates, Company Secretaries, as Secretarial Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the ensuing AGM.

(d) Secretarial Audit Report

The Secretarial Audit under section 204 of Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as well as in compliance of Regulation 24A of the Listing Regulations was conducted by M/s Ranjana Gupta & Associates, Company Secretaries (C.P. No. 9920) for the financial year 2024-25. The Report in Form No, MR-3 given by the Secretarial Auditors is annexed as Annexure-III and forms integral part of this Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report for the year under review; hence no explanation by Directors is warranted.

In addition to above, ‘Annual Secretarial Compliance Report' in compliance with Regulation 24A of Listing Regulations and as per format prescribed under SEBI Circular No. CIR/ CFD/CMD1/27/2019 dated February 8, 2019 was also obtained from M/s Ranjana Gupta & Associates, Company Secretaries (C.P. No. 9920) and submitted to stock exchanges i.e. BSE and NSE within stipulated period. In this report there is mention of small delay about two intimations to stock exchanges, which are self-explanatory and don't warrant further explanation. During the year under review, the Secretarial Auditors has not reported any matter of offence of fraud under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

(e) Cost Auditor

In terms of Section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors in their meeting held on May 30, 2025 has appointed M/s Jay Narain & Co., Cost Accountants, Reg. No.-004576 (Proprietor, Mr. Jay Narain, Memb. No.-26054) as the Cost Auditor to conduct Cost Audit for the Financial Year 2025-26 at a remuneration of Rs. 3,30,000/-.

The Company had received his consent that his re-appointment is in accordance with the applicable provisions of the Act and rules framed thereunder and he is not disqualified to be appointed as Cost Auditor.

The above remuneration needs to be ratified by the shareholders. The Notice of the ensuing Annual General Meeting of the Company has requisite resolution for ratification of remuneration of Cost Auditors by the members of the Company.

7. Particulars of Loans, Guarantees or Investments under Section 186

Details of the loans given, guarantees or securities provided (if any) and investments made by the Company along with their purposes, have been disclosed in the financial statements. Please refer to Note No.42 in the standalone financial statement.

8. Contracts and Arrangements with Related Parties

All contracts/ arrangement/ transactions entered with Related Parties during the year under review were on arm's length basis and in the ordinary course of business. Due approvals from Audit Committee were taken under the provisions of Section 177 of the Companies Act, 2013 and the Rules made thereunder read with applicable Listing Regulations. As all the transactions with Related Parties during the year under review were on arm's length basis and in the ordinary course of business, so no approval from Board was applicable.

During the year under review, the Company has not entered into any contract/arrangement/transaction with related parties which could be considered ‘material' in accordance with Related Party Transactions Policy of the Company. Hence, no approval from shareholder required for any related party transaction during the year under review.

As all the transactions with Related Parties were on arm's length basis and there was no ‘material' transaction during the year, hence disclosure in form AOC-2 in terms of Section 134(3)(h) of the Companies Act, 2013 are not required.

Further, during the year under review, there were no materially significant related party transactions entered into by your Company with the Promoters, Directors, Key Managerial Personnel or other Senior Management Personnel, which might have potential conflict with the interest of the Company at large. Members may refer Note No. 42 to the standalone financial statements which sets out related party disclosures pursuant to Ind AS. Your Company has formulated a policy on related party transactions. The policy is available on Company's website at https://www. fiemindustries.com

This policy provides the governing framework for review and approval of related party transactions. The web-link of the same has been provided in the Corporate Governance Report.

9. Transfer to Reserves

Your Company has transferred Rs.2050 Lakh to the General Reserve from the profits of the Company.

10. Material changes and commitment affecting financial position of the Company / Change in the Nature of the Business

No material change and/or commitment affecting the financial position of your Company has occurred between April 1, 2025 and the date of signing of this report.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Details of Energy Conservation, Technology Absorption, Research and Development and Foreign Exchange Earnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8(3) of Companies (Accounts) Rules, 2014 are given in Annexure - IV to this Report.

12. Risk Management

Risk management is an important function considering the dynamic business environment in which Company operates. Risk management is an area of continuous focus across all functions and operations, so that risk mitigation can be implemented on immediate basis to minimize adverse effect of any emerging risk.

Company has framed a "Risk Management Policy" comprises the risk management framework and the same has been approved by the Board of Directors. The framework covers various categories of risks including market risk, cyber security risks, foreign currency exchange rate risk, natural calamities etc. and measures and controls that have been implemented to manage and prevent such risks and continuous improvement of systems and processes for risk management.

Company's risk management framework consider both external and internal risks to devise effective mitigation strategies. Risk identification, analysis, mitigation and monitoring are undertaken periodically by the Management and overseen by the Risk Management Committee. Several senior management team members are actively involved in the process.

A brief about the risks and concern is also given in the Management Discussion and Analysis Report.

13. Corporate Social Responsibility (CSR)

During the year, Company's CSR focus has remained on Women Empowerment, Menstrual Hygiene Management (MHM) awareness by way of extending the financial support for Sanitary Pad Projects set-up in previous years.

Our CSR initiatives are based on the premise of helping the underprivileged and needy. We also collaborated with AIIMS, Delhi under ‘FIEM-Aarogyam' project and extended financial aid to needy patients for their treatment.

Further, Company has whole-hearted participated in ‘Har Ghar Tiranga' campaign organized before Independence Day. In its continued support for the programs connected to Women Empowerment and Menstrual Hygiene Management (MHM) awareness, company continued its support for successful running of Sanitary Pad Projects set-up in previous years for following Projects:

- Sanitary Pad Project-Dehradun, Uttrakhand

- Sanitary Pad Project-Delhi

- Sanitary Pad Project-Ghaziabad, U.P.

- Sanitary Pad Project-Hamirpur, H.P.

- Sanitary Pad Project- Mayurbhanj, Orissa

- Sanitary Pad Project-Phagwara, Punjab

- Sanitary Pad Project- Saran, Bihar

- Sanitary Pad Project-Solan, HP

- Sanitary Pad Project-Kotdwar, UK

- Sanitary Pad Project-Faridabad, Haryana

- Sanitary Pad Project-Anantnag, J&K

Further, salient features and brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the CSR initiatives undertaken by the Company during the year are set out in Annexure-V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended. For details regarding the CSR Committee, please refer the Corporate Governance Report, which forms part of Annual Report.

14. Annual Evaluation of the Performance of the Board, its Committees and Individual Directors

Performance Evaluation of Directors is aimed to use constructively as a mechanism to improve Board's effectiveness, maximize strengths and tackle weaknesses of Board members. It involves questionnaires to be filled by every Director about his own performance (self-assessment), performance of Board as whole, performance of Chairman and performance of respective Committee(s) where he/she is a Member. At the time of individual performance evaluation of the respective director, he himself remains outside the evaluation process.

Initially, Nomination & Remuneration Committee (NRC) carry out the preliminary evaluation of every Director's performance which is subject to next level of evaluation by the Board and Independent Directors. As per Section 178(2) of the Act, the NRC conduct the performance evaluation of every Individual Director. As per Performance Evaluation framework of the Company, the evaluation process consists of evaluation on the basis of filled questionaries' received from all directors and opinions, inputs from NRC members and any other information as may be required by the NRC.

The outcome of NRC in respect of Independent Directors is subject to final evaluation by the Board. Outcome of NRC in respect of Non-Independent Directors is subject to final evaluation by the Independent Directors. Performance evaluation of Board as a whole as well as Chairman of the Board is also conducted by the Independent Directors. The performance evaluation of the Committees is conducted by the Board.

The final outcome is collated and presented before the NRC in its next meeting for its consideration as well as before the Board for noting and future reference.

15. Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under review.

During FY 2024-25, there were 2 Joint Venture Companies (JVC) and 2 Wholly-owned subsidiaries (WOS) as listed in initial paragraph of this Report. However, Company exited from CRFH during the year and there was Nil contribution of CRFH in performance of Company. The highlights of performance of other JV and subsidiary companies are as under:

a) Fiem Kyowa (HK) Mould Company Limited:

This JV Company was formed in Hong Kong as 50:50 joint venture company with Kyowa Co., Ltd. of Japan. The purpose of setting up of JV was to engage in the business of high class moulds / tools for Automotive and other applications.There is no major investment in this company and this company is providing support for mould development for OEMs. The contribution / or impact on performance of Fiem Industries is very small.

The Financial highlights of Fiem Kyowa (HK) Mould Company is as under:

(Rs. in Lakh)

Particulars

FY 2024-25 FY 2023-24
% of shareholding 50% 50%
Total Income 9.84 25.23
Total Expenses 14.34 28.23
Profit or (loss) after tax (4.50) (3.00)
Total comprehensive income (4.50) (3.00)

b) Fiem Industries Japan Co., Ltd. (Wholly-owned Subsidiary):

This WOS was set-up in Japan as an extended arm of the Company for Design and R&D Services for new projects / products and liaison with Japanese customers like Honda, Suzuki and Yamaha etc. Fiem Industries Ltd. (India) is getting full support in above areas and activities are progressing at good scale. The financials of the subsidiary are as under:

Financial Highlights of Fiem Industries Japan Co. Ltd. (Japan):

(Rs. in Lakh)

Particulars

FY 2024-25 FY 2023-24
% of shareholding 100% 100%
Revenue 285.18 102.27
Total Income 285.20 102.27
Total expenses 246.66 153.65

Profit/(Loss) before taxation

38.54 (51.38)
Provision for taxation 6.57 0.41

Profit/ (Loss) after taxation

31.97 (51.79)

c) Fiem Research and Technology S.r.l. (Wholly-owned Subsidiary in Italy):

This Wholly-owned Subsidiary (WOS) was incorporated in Italy on December 17, 2018 and a Design Centre set-up under this Company in Turin, Italy. Fiem Industries is getting Design Services from this WOS on regular basis on LED Automotive and other Lamps for esteemed OEM customers. This is a wholly-owned subsidiary and providing Design Services to Fiem Industries only, so working like an extended arm of Fiem Industries for Design Services.

Financial Highlights of Fiem Research and Technology S.r.l (Italy)

(Rs. in Lakh)

Particulars

FY 2024-25 FY 2023-24

% of shareholding

100% 100%
Total Income 1094.09 1131.18
Total expenses 1022.19 1064.69

Profit/(Loss) before taxation

71.90 66.49
Provision for taxation 21.18 17.09

Profit/ (Loss) after taxation

50.72 49.40

The financial position of the subsidiaries and Joint Venture Companies is also given in AOC-1 in the financial statements.

16. Other statutory disclosures as required under Rule 8(5) of the Companies (Accounts) Rules, 2014

i. Financial summary/ highlights of the Company are already mentioned in the beginning of the Report.

ii. There is no change in the nature of business of the Company during the year under review.

iii. Change in Directors and Key Managerial Personnel:

• Pursuant to provisions of Section 152 of the Companies Act, 2013 and in accordance with provisions of Articles of Association of the Company, Mr. Rajesh Sharma, Joint Managing Director and Mr. Vineet Sahni, CEO & Whole-time Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment and they are not disqualified under Section 164 of the Companies Act, 2013. The details of Directors being proposed for re-appointment as required under the Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting of the Company. The Board recommend the shareholders for re-appointment of above Directors.

• On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 30, 2025, re-appointed Mr. J.K. Jain (DIN: 00013356), as Chairman & Managing Director of the Company, with effect from August 7, 2025, to hold the office for a period of 5 years, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

• On recommendation of Nomination & Remuneration Committee, Board of Directors at their Meeting held on May 30, 2025, re-appointed Mr. Rahul Jain (DIN: 00013566), as Joint Managing Director of the Company, in the category of Whole-time Director with effect from October 1, 2025, to hold the office for a period of 5 years, subject to the approval of shareholders at the ensuing Annual General Meeting of the Company.

• The requisite details of Directors being proposed for reappointment are provided in the Notice convening the ensuing Annual General Meeting of the Company. Board of Directors recommend the shareholders to re-appoint the respective Directors, as proposed in the respective resolution contained in the Notice of AGM.

• During the year, following 5 existing Independent Directors, completed their second term of 5 years as Independent Director and ceased to be Director at the 35th AGM held on July 31, 2024: -Mr. Subodh Kumar Jain (DIN:00165755) -Mr. Mohan Bir Sahni (DIN:00906251) -Mr. Vinod Kumar Malhotra (DIN:03544095) -Mr. Jawahar Thakur (DIN:07650035) -Mr. Ashok Kumar Sharma (DIN:07610447) The Board acknowledged their valuable contribution and thanked all outgoing Directors for their support and guidance.

• At the 35th AGM held on July 31, 2024, the following 5 new Independent Directors, were appointed for a term of 5 years: - Mr. Pradeep Bhagat (DIN: 00056330) - Mr. Satinder Manocha (DIN: 00738572) - Mr. Rakesh Chand Jain (DIN:10638945) - Mr. Sanjiv Rai Mehra (DIN:03074093) - Mrs. Rita Arora (DIN:10638873)

• During the year, Mr. J.K. Jain, Chairman & Managing Director, Mr. Vineet Sahni, CEO & Whole-time Director, Mr. O.P. Gupta, Chief Financial Officer and Mr. Arvind K. Chauhan, Company Secretary remained Key Managerial Personnel of the Company within the meaning of Section 203 of the Act.

• During the financial year 2024-25, no new company become Subsidiary, Joint venture Company or Associate of the Company. The details of subsidiary and joint venture companies already provided in the preceding paragraphs. However, during the financial year 2024-25, the Company has exited from its Joint Venture (JV) Company, namely, Centro Ricerche FIEM HorustecH S.r.l. (CRFH), incorporated in Italy. CRFH was a non-working Company, with Nil assets and was under Liquidation. The nominal consideration for transfer of 50% ownership was agreed as Euro 1 (one), which was received by the Company during the year under reporting and JV Company ceased to be associate of the Company during the financial year 2024-25. iv. Details relating to Deposits:

The Company has not accepted any Deposit from public within the meaning of the Companies (Acceptance of Deposit) Rules, 1975 or Chapter V of the Companies Act, 2013 and as such there was no outstanding as on the date of the balance sheet on account of principal or interest on deposits from public.

v. No significant and material orders were passed by any Regulator or Court or Tribunal impacting the going concern status and Company's operations in future.

vi. Details in respect of adequacy of internal financial controls with reference to the Financial Statement:

The Company has in place adequate internal financial controls, which are commensurate to size and operations of the Company. During the year, no area of concern, continuing failure or major weakness was observed.

vii. It is confirmed that maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained. viii. It is confirmed that the Company has complied with provisions relating to the constitution of Internal Complaints Committee(s) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ix. It is confirmed that during the year under review, no complaints were received under the Human Immunodeficiency Virus and Acquired Immune Deficiency Syndrome (Prevention and Control) Act, 2017.

x. It is confirmed that there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

xi. It is confirmed that no settlements have been done with banks or financial institutions.

xii. Other disclosures required under provisions of the Companies Act, 2013 and the Listing Regulations, as may be applicable:

• As per provisions of Section 177(8) of the Act, composition of the Audit Committee has been disclosed under Corporate Governance Report. The Board, during the year under review, had accepted all the recommendation made to it by the Audit Committee.

Establishment of vigil mechanism as per provision of Section 177(10) of the Act: Company has already in place a vigil mechanism namely, ‘Whistle Blower Policy'. The details of the same are reported under Corporate Governance Report.

• The details about the ratio of remuneration of each director to the median remuneration of the employees of the Company pursuant to Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is provided in Annexure-VI, forming part of this Report.

• The statement containing names and other details of top 10 employees, in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2)&(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is provided in Annexure-VII, forming part of this Report.

• Disclosure as required under Section 62(1)(b) of the Act read with Sub-rule 9 of Rule 12 of the Companies (Share and Capital Debentures) Rules, 2014, are not applicable, as during the year no shares were issued under ESOS / ESOP or under sweat equity scheme.

• Disclosure as required under Section 43(a)(ii) of the Act read with Sub-rule 4 of Rule 4 of the Companies (Share and Capital Debentures) Rules, 2014, are not applicable as during the year no equity shares with differential rights as to dividend, voting or otherwise were issued.

• Neither the Managing Director nor any Whole-time Director (including JMDs and CEO) of the Company receive any remuneration or commission from any of its subsidiaries, hence no such disclosure applicable.

• The Company duly complied the applicable Secretarial Standards (SS) i.e. SS-1 & SS-2 on Meetings of the Board of Directors and General Meetings, respectively.

Corporate Governance Report and Management Discussion & Analysis Report

Pursuant to Listing Regulations, Management Discussion & Analysis Report, Report on Corporate Governance, Certificate on Corporate Governance issued by Practicing Company Secretary and the declaration by the Chairman & Managing Director regarding affirmation for compliance with the Company's Code of Conduct forms part of the Annual Report.

Business Responsibility and Sustainability Report

Pursuant to Regulation 34 of the Listing Regulations, Business Responsibility and Sustainability Report forms part of Annual Report.

Consolidated Financial Statements

In accordance with the Companies Act, 2013 ("the Act") read with IndAS, the audited consolidated financial statements are provided in the Annual Report. The financial statements of Wholly-owned Subsidiary companies and JV Company are consolidated with the financial statements of the Company.

Acknowledgement

The Board of Directors expresses its sincere appreciation to esteemed OEM customers for their continued trust and enduring partnership, which have been instrumental in driving the Company's growth and strengthening its position in the automotive lighting industry.

The Board also acknowledges the dedication, hard work, and commitment of all employees, whose relentless pursuit of excellence remains the cornerstone of success of the Company. Board further extend gratitude to all stakeholders, including vendors, dealers, business partners, and government authorities, for their consistent support and collaboration, which continue to play a vital role in the Company's progress and resilience.

Board is deeply thankful to shareholders and investors for their unwavering confidence in the Company's vision, leadership, and long-term strategy.

Lastly, Board deeply acknowledge the co-operation of all other stakeholders, including the communities the Company operate in, for their encouragement and goodwill, which further strengthen the Company's vision to grow responsibly and sustainably.

For and on behalf of the Board of Sd/-

Fiem Industries Limited

( J. K. Jain )

Place: Gurugram

Chairman & Managing Director

Dated: 30/05/2025

(DIN: 00013356)

   

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