The Directors declared 60% dividend ( C 6/- per share ) of face value of C 10/- each, in their meeting held on 25^th May 2022.

The Directors do not recommend any final dividend for the year 2021-22.

3. SHARE CAPITAL

There was no change in the share capital during the year.

4. HIGHLIGHTS OF THE Company’s OPERATIONAL PERFORMANCE

4.1 The Company has overall Revenue, of above C1100 crores.

4.2 The Company’s PBT is C 132.89 crores.

4.3 The Company‘s PAT stands at C 91.76 crores.

4.4 The Company continues to be a net foreign exchange earner. The net foreign exchange earnings during the current year were C 476.66 crores.

4.5 The Company has retained its ISO 9001 and TS 16949 Certification for its Quality Management.

4.6 Export sales is C 541 crores and the domestic sales stands at C 547 crores.

4.7 The Company has declared an interim dividend of 60 % dividend for the year.

5. INDIAN ACCOUNTING STANDARD ( IND AS) IFRS CONVERGED STANDARDS

Pursuant to the notification of the Companies (Indian Accounting Standard) Rules, 2015 by the Ministry of Corporate Affairs (MCA) on 16 February 2015, the Company has adopted Indian Accounting standards (IND AS).

6. EXPENSES MADE MORE THAN 10 % OF THE TURNOVER

Raw Material - C 522.81 Crores (46.55 %)

Personnel - C 112.73 Crores (10.04 %)

7. MANAGEMENT DISCUSSION AND ANALYSIS Economic Overview - Global

The onset and subsequent drawn out war in eastern Europe has thrown commodity prices high, further dampening prospects of global economic recovery.

War-induced commodity price increases and broadening price pressures have led to 2022 inflation projections of 5.7% in advanced economies and 8.7% in emerging market and developing economies -1.8% and 2.8% points higher than projected last January. Multilateral efforts to respond to the humanitarian crisis, preventing further economic fragmentation, maintaining global liquidity, manageing debt distress, tackleing climate change, and an end to the pandemic are essential.

* Projection || Source: World Economic Outlook || IMF

Global growth is projected to slow from an estimated 6.1 percent in 2021 to 3.6 percent in 2022 and 2023. This is 0.8 and 0.2 percentage points lower for 2022 and 2023 than projected in January. Beyond 2023, global growth is forecasted to decline to about 3.3 percent over the medium term.

It has been two years since COVID-19 was declared as a global pandemic with terrible loss of lives and livelihoods. Adaptation to life with pandemic induced restriction has enabled the global economy to perform reasonably well despite overall subdued mobility, leading to a stronger-than-anticipated rebound, on average, across regions.

After the near-term, widespread availability of vaccines and near-normalization of economic activity, together with continued policy support, should help fuel the manufacturing recovery. Further normalization of global capital expenditure will be an important source of demand for manufacturing.

MANAGEMENT DISCUSSION AND ANALYSIS Economic Overview - India

With Covid-19 largely behind, the Indian economy faces strong inherent growth momentum which is likely to be tempered by inflation, the consequent rise in interest rates and the risk of demand dampening.

Notwithstanding headwinds, globally, the Indian economy is projected to have the strongest growth in GDP in 2022 and also in 2023!

The phased unlocking of the economy with government intervention eased manufacturing and supply chains. Many sectors of the economy re-bounded in FY22. The third wave of the pandemic which lasted between Dec21 through Feb22 did not dent the momentum. The recovery cycle picked up from the second half of FY22 and is expected to grow further in FY23 and FY24. It may moderate from FY25 onwards. The IMF has upwardly revised the growth forecast to 8.2% for FY22 and 6.9% for FY23. This is the highest GDP growth rate in the world!

India’s GDP, which shrank from $2.87 trillion in FY20 to $2.66 trillion in the FY21, is expected to rise to about $5 trillion in FY27 or FY28. The latest forecast hints that the target of $5 trillion may fructify with a minimum delay of four years.

FY22 saw an unprecedented rally in domestic steel prices which seemed unstoppable even in the current fiscal FY23. Steel prices have increased by almost 30% year on year. Further increases are expected in FY23. There is also anticipation that the government would take structural measures to cool down the steel market in India.

Market segments outlook: Key segment analysis: Commercial Vehicles (CV)

The CV segment plays a significant role of MMF with sales of 82%. Passenger car segment constitutes 11% and others 7%.

CV segment is poised to witness a robust turnaround domestically. It is also expected to do well in North America and Europe. US class 8 truck sales recorded significant numbers in Apr 2021 (440,000) and in Apr 2022 (390,000).

The European market has witnessed consistent demand through the years in excess of 300,000 HCV for the last 3 calendar years. However the prospects of continued war in eastern Europe is expected to dampen these economies. Real GDP growth rate is 5.9% for 2021 and 1.6% in 2022 and is expected to be 1.9% in 2023 and 2.2% in 2024.

In India, MHCV production which peaked in FY19 at 444,000 vehicles has tapered to 234,000 vehicles in FY20,161,000 in FY21 and 241,000 in FY22. In FY23 MHCV production is expected to grow significantly to 400,000 units.

Currency movement: [USD vs INR]

The INR which is near record lows at C 77.56 per USD is expected to be under continued pressure.

M M FORGINGS - Achievements in FY22

The following were achieved during FY22, despite the second and third wave of pandemic:

Changes in steel prices which are in line with international markets are generally being passed on to customers as is the industry practice.

We are focusing on launching new products to take advantage of the forging capacities created in the last 4 years. We are also de-bottlenecking to take advantage of the growth in established products

Key Financial Ratios:

As highlighted in the Directors’ Report, Return on Net Worth (on PAT) is 17.31% and Return on Capital Employed is 16.21%. Total Outside Liabilities to Net Worth stands at 1.41.

Human Resources and Industrial Relations

1. Our Company continues to focus on the development of its human resources to improve its performance. As on 31st Mar 2022, the Company currently has approximately 3703 employees. It is their invaluable contribution that has primarily resulted in our Company’s position of strength in the industry.

2. Focus on a safe working atmosphere, constantly evolving systems for recognition and reward, consistent communication and imparting skills and training - all these focused on meeting customer needs, characterize the HR development of Hunan Resourses of the Company.

Every year, each plant of the Company celebrates Founder’s Day in a family atmosphere with all employees and their households. This practice has been hampered on account of COVID-19. We expect to restart this in the coming months.

3. Health, Safety and Environment

The Company follows a policy of zero tolerance towards accidents. Wherever possible, visible controls and fail-safe systems are provided to ensure prevention of accidents. Regular communication, periodic reviews of practices and training, play a vital role in maintaining safety standards.

The Company ensures compliance with all pollution control regulations. Adequate pollution control equipment have been installed to treat effluents and to control air pollution.

Risk Management

1. The Company is a leading manufacturer of automotive components. Automotive industry is subjected to cyclical variations in performance and is very sensitive to policy changes. The market is very competitive. Prices of raw materials change based on supply and demand. Margins remain under constant pressure. Any steep reduction in off-take exposes the Company to high fixed costs.

2. A considerable portion of the customers of the Company are situated outside of India. Hence, demand for the Company’s product is subject to the health of the global economy.

3. The war in eastern Europe poses significant risk in global geopolitical stability

4. Further, the consequent inflation in commodity prices, hike in interest rates and prospect of significant demand reduction are risks to be considered in the coming months.

5. The Company has spread its risks by increasing the geographic spread of its customer base The Company proposes to improve capacity utilization in its existing facilities. Working capital management will receive high priority.

6. Risk Management Committee (RMC) has been formed w.e.f 21 Jun 21.

7. RMC shall meet twice a year.

8. The responsibilities of RMC includes formulating risk management policy, implementation of the policy, monitor, evaluate risks, device appropriate methodology, processes and systems.

M M FORGINGS - forging ahead with Manufacturing Excellence

Our goals in the coming months:

1. Focus on improving sales in keeping with market conditions.

2. Utilizing the production capacity of 1,00,000 Tons.

3. Focus on cost reduction continuously - particularly on reducing energy consumption and improving productivity.

4. Enhance IT systems with the continued development of the ERP system in place.

5. Continue the evolution into green sources of energy in the coming months.

6. Reduce the impact on the environment.

Sources:

• IMF World Economic Output

• The Economist

• SIAM data

8. TRANSFER TO RESERVE

A sum of C 77.25 Crores has been transfered to General Reserve.

9. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has made advance to the tune of C 83.52 Crores to its Subsidiary Company, DVS Industries Private Limited, repayable at prevailing rates. The details of the investments made by the Company are given in the notes to the financial statements.

10. DIRECTORS

Smt. Sumita Vidyashankar was appointed in the Board on 13 August 2021 as an Additional Director. Her appointment was regularised in the Annual General Meeting held on 13 September 2021.

11. RETIRE BY ROTATION

Shri. K. Venkatramanan (DIN 00823317) will retire by rotation and being eligible has offered himself for re-appointment.

12. DETAILS OF DIRECTORS OR KMP RESIGNED DURING THE YEAR - NIL

13. BOARD AND COMMITTEE MEETING DATES

Details are provided in Annexure III of this Report.

14. DETAILS OF RECOMMENDATIONS OF AUDIT COMMITTEE WHICH WERE NOT ACCEPTED BY THE BOARD ALONG WITH REASONS - None

15. RISK MANAGEMENT

Your Company has implemented a mechanism for risk management and has formulated a Risk Management Policy. The Policy provides for identification of risks and mitigation measures. The Audit Committee is informed on the risk assessment and minimizations mechanism adopted by the Company.

The Company has formed Risk Management Committee, which consist of majority of Board Members.

16. RELATED PARTY TRANSACTION

The Company has formulated a policy on related party transactions and the same is uploaded on the Company’s website:

https: //www.mmforgings.com/uploads/policies/Policy_on_Related_Party_Transactions.pdf

Related Party transactions during the financial year 2021-22 is shown in Annexure III to the Directors’ Report, under the head “Disclosures”.

There are no ‘Material’ contracts or arrangement or transactions at arm’s length basis.

There are no materially significant Related Party transactions made by the Company with Promoters, Directors, and Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

For related party transactions as per Accounting Standards, refer Notes on Accounts.

17. CORPORATE SOCIAL RESPONSIBILITY

A Board Level Committee of CSR has been constituted and the Board has adopted a CSR Policy as recommended by the Committee. The thrust areas of CSR Policy are Eradicating Hunger and Poverty, Education, Combating Diseases and Social Business Projects.

Amount to be spent under CSR for F22 - C 147.26 lakhs

Amount spent in F22 - C 173.94 lakhs

Excess spent for F22 - C 26.68 lakhs

Annual report on CSR has been provided in Annexure III of this Report.

18. POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION

In terms of provision of section 178 of the Companies Act, 2013 read with Rules prescribed, a policy for the Directors, KMP and other employees has been adopted by the Board of Directors of the Company, which analyzes the criteria for determining qualifications, positive attributes and independence of a Director.

The said policy is provided in Company’s website as below:

https://www.mmfbrgings.com/uploads/policies/Nomination_and_Remuneration_Policy_f_

amended).pdf

19. PARTICULARS OF EMPLOYEES

The information required under the rules prescribed, has been given in the annexure appended hereto and forms part of this report.

20. PARTICULARS PURSUANT TO SECTION 197(12) AND THE RELEVANT RULES:

20.1 The ratio of remuneration of each Director to the median remuneration of the employees:

For this purpose, sitting fees paid to the Directors have not been considered as remuneration.

20.2 Percentage increase in remuneration of each Director, KMP, in the financial year:

20.3 Percentage increase in median remuneration of employees is 45.30% in the financial year 2021-22.

20.4 The number of permanent employees on the rolls of Company: 2159.

20.5 Explanation of relationship between average increase in remuneration and Company performance: PAT - (last year) C 4,660.72 Lakhs; PAT - (this year) - C 9,175.99 Lakhs. Increase 98.45% against which, the average increase in remuneration is 45.30%

20.6 Comparison of remuneration of each KMP against performance of Company

20.7 Variation in market cap/net worth of Company:

20.8 Justification of increase in managerial remuneration with that of increase in remuneration of other employees.Average Increase in Remuneration for employees other than Directors and KMP is 36.90%.

Average Increase in Remuneration for KMP and Senior Management is 127.10%.

20.9 Key parameters for any variable remuneration of Directors:

Directors are paid Commission. However, the overall managerial remuneration payable is subject to the provisions of the Companies Act, 2013.

20.10 Ratio of remuneration of highest paid Director to other employees who get remuneration more than highest paid Director - NOT APPLICABLE.

20.11 Is remuneration as per remuneration policy of the Company: YES.

21 SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATIONS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND

Company’S OPERATIONS IN FUTURE:

Not applicable.

22 MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE

FINANCIAL POSITION OF THE Company WHICH HAS OCCURRED SINCE

31.03.2022 TILL THE DATE OF THE REPORT:

NIL

23 DIRECTORS RESPONSIBILITY STATEMENT:

The Directors have fulfilled their responsibility for the preparation of the accompanying

financial statements by taking all reasonable steps to ensure that:

23.1 In the preparation of the annual accounts, the applicable accounting standards have been followed, along with proper explanation relating to material departures;

23.2 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 31^st March 2022 and of the profit or loss of the Company for that period ended on that date;

23.3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

23.4 The Directors had prepared the annual accounts on a going concern basis.

23.5 The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

23.6 The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24 ESTABLISHMENT OF VIGIL MECHANISM

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in vogue. The Whistle Blower Policy covering all employees and Directors is hosted on the Company’s website at https: //www.mmforgings.com/uploads/policies/Whistle_Blower_ Policy2.pdf.

A high level Committee has been constituted to look into the complaints. The Committee reports to the Audit Committee and the Board.

25 ADEQUACY OF INTERNAL FINANCIAL CONTROL

The Company had laid down Internal Financial Controls and such internal financial controls are adequate with reference to the Financial Statements and were operating effectively.

It also ensures the orderly efficient conduct of its business, including adherence to Company’s policies, the safe guarding of its assets, the prevention and detention of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information during the year, such controls were tested and no material weakness in the operations were observed.

26 CORPORATE GOVERNANCE REPORT

The guidelines evolved by SEBI were applicable to the Company. The Company is committed to ethical management and excellence in performance. Details are provided in Annexure III.

27 ANNUAL RETURN

In accordance with the Companies Act, 2013, the annual return in the prescribed format is available at https: //www.mmforgings.com/uploads/general_share/AnnualReturn.pdf

28 A STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS;

28.1 Nomination and Remuneration Committee of the Board had prepared and sent through its Chairman draft parameterized feed back forms for evaluation of the Board, Independent Directors and Chairman.

28.2 Independent Directors at a meeting without anyone from the non-independent Directors and management, considered/evaluated the Board’s performance, performance of the Chairman and other non-independent Directors. Their meeting was held on 17 November 2021.

28.3 The Board subsequently evaluated performance of the Board, the Committees and Independent Directors (without participation of the relevant Director).

28.4.1. Observations of Board evaluation carried out for the year: The main inputs received from the Directors, covering various aspects of the Boards functioning was with regard to adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.

A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Non Independent Directors and Top Managerial Personnel were carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

28.4.2 Previous year’s observations and actions taken - NIL

28.4.3 Proposed actions based on current year observations - NIL

29 FAMILIARISATION OF PROGRAMME ARRANGED FOR INDEPENDENTDIRECTORS

• M M Forgings Limited has put in place a system to familiarise independent Directors about the Company, its products, business and the on-going events relating to the Company.

• Independent Directors of the Company are made aware of their role, responsibilities and liabilities at the time of their appointment / re-appointment, through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

• They are also made aware of Company’s Board and Board Committee framework, policies and procedures.

• As part of Board Discussions, presentations on business of the Company are made to the Directors from time to time.

• Important announcements and press releases for various news related to the Company are forwarded to the Directors from time to time.

• Each member of the Board, including the independent Directors, have been given complete access to any information relating to the Company.

• You may also view the Company website: https://www.mmforgings.com/uploads/ Familiarisation_programme/Familiarization_programme1.pdf

30 AUDITORS:

M/s G R N K & Co., Chartered Accountants (FRN 016847S) will be retiring in the ensuing

Annual General Meeting. M/s Ramesh Kumar & Co., Chartered Accountants, will be appointed

as Auditors for a period of 5 years from this forthcoming Annual General Meeting.

There is no audit qualification, reservation or adverse remark for the year under review.

Brief profile of M/s . Ramesh Kumar & Co.:

Partners: G.Ramesh Kumar FCA and S.Sridhar FCA

1. Statutory / Internal Audit of more than 50 Limited Companies, MSME,Trust, including Trust running Educational Institutions, branches of public sector banks.

2. services for acquisition, mergers/ demergers.

3. Preparation ofProject Feasibility Reports for Term Loan from All India Financial Institutions - IDBI/ IFCI/TFCI/ State Financial Institutions/ banks. Income Tax representations and Appeal of more than 600 families.

31. SECRETARIAL AUDITOR

Pursuant to Section 204 of the Companies Act, 2013 and Rules thereunder, the Company has appointed V.Shankar, Practicing Company Secretary (C.P. No. 12974) as the Secretarial Auditor for the financial year 2022-23.

32. COST AUDITOR

Pursuant to the provisions contained in Rule 14 of the Companies ( Audit and Auditors) Rules, 2014, Shri. S. Hariharan ( CP No. 20864) has been appointed as Cost Auditor for the financial year 2022-23.

33. SUBSIDIARY COMPANIES33.1 DVS INDUSTRIES PRIVATE LIMITED

DVS Industries achieved a turnover of C 66.01 Crores in FY22 located in Pantnagar, Uttarakhand. DVS Industries is well equipped with precision equipment, in-house tool room inspection facilities, well trained personnel, etc.

33.2 CAFOMA AUTOPARTS PRIVATE LIMITED

The Company acquired Cafoma Autoparts Pvt. Ltd. for C33 Crores, including subordinated debt of C5 Crore on 15^th October 2021. It is now a wholly owned subsidiary of MM Forgings Ltd. and is engaged in machining. Cafoma achieved a turnover of C 9.12 Crores (in FY22) of crankshafts.

33.3 SUVARCHAS VIDYUT PRIVATE LIMITED

SUVARCHAS VIDYUT PRIVATE LIMITED was incorporated as a wholly owned subsidiary of the Company on 31^st March 2022. There were no activities in this year. Authorised Share Capital : C 5,00,00,000/- (Rupees Five Crores Only)

Paid-Up Share Capital : C 1,00,00,000 (Rupees One Crore Only)

Turnover : New Company / not yet started operations.

Object : It is a start-up Company to produce electrical and

electronic components and subassemblies for industrial, consumer, and automotive applications.

34 EXPLANATION TO AUDITOR’S REMARK

There are no qualifications, reservations or adverse remarks or disclaimers made by the Statutory Auditors and Company Secretary in practice in their reports respectively. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review.

35. SAFETY

Employees have been encouraged to adhere to safety in all their activities in and out of the Company premises. Safety training at all levels have been provided by the Company.

36. DEPOSITS:

The Company does not have any deposits nor accepts any fresh deposits.

37. ENERGY, TECHNOLOGY & FOREIGN EXCHANGE:

Disclosures as per requirements of Section 134 (3) of the Companies Act, 2013, read with the Companies (Accounts)) Rules, 2014 with respect to Energy Conservation, Technology Absorption, Research & Development and Foreign Exchange Earnings / Outgo are given in Annexure

38. DECLARATION GIVEN BY INDEPENDENT DIRECTORS:

All the Independent Directors have given the necessary declarations to the Company as required under sub section (6) of Section 149 of the Companies Act, 2013.

39. PROHIBITION AND REDRESSAL OF SEXUAL HARRASSMENT OF WOMEN AT WORK PLACE

During the year under review, pursuant to the new legislation, “Prevention, Prohibition and Redressal of Sexual Harassment of Women at Workplace Act, 2013” introduced by the Government of India, which came into effect from 09 December 2013, the Company has framed a Policy on Prevention of Sexual Harassment at workplace. There were no cases reported during the year under review under the said Policy.

Disclosures in relation to the Sexual Harassment of Women in work place:

No. of complaints filed during the year - 0

No of complaints disposed of during the year - 0

No of complaints pending as on the end of the financial year - 0

40. COVID 19

The Company is following Covid-19 guidelines, rules and regulations issued by Central and State governments. During the second wave (Delta Variant) in May to July of 2021, your company contributed a total of C 132.78 Lakhs towards the Covid effort, largely by building, bolstering and augmenting the availablity of oxygen to hospitals - both private and public.

41. BUSINESS RESPONSIBILITY REPORT

The Report is attached to this Report. (Annexure 5)

42. INDEPENDENT DIRECTOR SELF ASSESSMENT TEST

• Shri. N. Srinivasan and Shri. V. Vaidyanathan are exempted from undergoing selfassessment test.

• Shri A. Gopalakrishnan and Smt. Kavitha Vijay have passed the self-assessment test conducted by the Ministry of Corporate Affairs.

43. ACKNOWLEDGEMENT:

Your Directors would like to express their gratitude for the cooperation and continued assistance received from DBS Bank, State Bank of India, HDFC Bank, Federal Bank, ICICI Bank and Standard Chartered Bank.

Your Directors wish to record their appreciation for the exemplary services rendered by the employees of the Company. The results achieved would not have been possible but for their outstanding effort and divine grace.

Above all the Directors thank the shareholders for their continued confidence in the management.

For and On behalf of the Board Vidyashankar Krishnan

Place: Chennai Chairman of the Meeting

Date: 25 May 2022 (DIN 00081441)