greaves cotton ltd Directors report

To

The Members,

The Directors have pleasure in presenting the 104^th Annual Report of Greaves Cotton Limited ("the Company" or "Greaves") on the business and operations along with the Audited Financial Statements for the Financial Year ended 31^st March 2023.

FINANCIAL HIGHLIGHTS

( in Crore)

Particulars	Consolidated		Standalone
	Year Ended 31st March 2023	Year Ended 31st March 2022	Year Ended 31st March 2023	Year Ended 31st March 2022
Total Revenue	2,766.59	1,732.05	1,592.29	1,209.18
Profit Before Tax and Exceptional items	132.15	(14.52)	153.73	31.94
(Expense) / Income on Exceptional Items	(12.50)	(2.31)	6.99	7.33
Profit / (Loss) Before Tax	112.81	(19.33)	160.72	39.27
Less: Tax expense	43.06	15.97	45.62	12.19
Profit / (Loss) for the year	69.75*	(35.30)*	115.10	27.08
Total Comprehensive Income / (Loss) for the year	71.49	(33.23)	115.95	29.09
Dividend paid and Tax on Dividend	4.63	4.62	4.63	4.62
Balance of the Profit carried forward	1,134.14	307.18	604.01	492.69

*includes share in loss of an associate amounting to 6.84 Crore for year ended 31^st March 2023 and 2.50 Crore for year ended 31^st March 2022.

The Companys performance and outlook of each businesses has been discussed in detail in the Management Discussion and Analysis Report which forms a part of this Annual Report.

During the year under review, the Company has not revised its Financial Statement or the Boards Report ("Report") in respect of any of the three preceding Financial Years either voluntarily or pursuant to the order of a judicial authority.

Acquisitions:

The Company completed the acquisition of 60% shareholding (on a fully diluted basis) in Excel Controlinkage Private Limited ("Excel") on 08^th May 2023.

Excel is one of the largest players in mechanical and electronic motion control systems with integrated capability to manufacture push pull cables, levers & sensors and is the margin leader in the industry. Excels wide range of portfolio includes heavy duty push pull cables, mechanical levers & linkages and electronic throttle levers catering to customer segments like Commercial Vehicles, Construction Equipment, Agriculture, Material Handling, Marine and SPVs, supplying directly to vast majority of the OEMs as well as to the aftermarket. Excel has integrated manufacturing facility making it the leading heavy-duty push pull cable manufacturer in India that makes Inner, Outer Conduits and End Fittings.

The acquisition is in line with the Companys strategy to diversify into new product categories with the intent to strengthen its presence in commercial vehicles and develop the complete mobility ecosystem.

Greaves Electric Mobility Private Limited ("GEMPL"), a material subsidiary of the Company executed definitive agreements for acquiring additional 25% shareholding in MLR Auto Limited.

Strategic Investment:

On 23^rd June 2022,, GEMPL received a strategic investment from Abdul Latif Jameel International DMCC for an overall consideration of 1,170.81 Crore for 35.80% shareholding on a fully diluted basis. GEMPL continues to be a subsidiary of the Company after execution of the transaction.

The proceeds from this investment were being used to develop new products, associated technologies, brand awareness, aiming to transform the Company into a leading global EV manufacturer. This strategic investment marked a major milestone in the development of the E2W / E3W ecosystem in India, the worlds fourth-largest automotive market where the share of EVs in the two-wheeler and three-wheeler segments are expected to increase significantly.

NATURE OF BUSINESS

Greaves is one of the leading and diversified engineering companies in India with a rich legacy and brand trust of over 163 years impacting more than millions every day. The Company operates in multiple segments namely Automotive, NonAutomotive, Aftermarket, Retail, Electric Mobility (Ampere Electric for electric scooters and other electric industrial products and e-rickshaw), Technologies and Finance. Greaves is a leading name in Fuel Agnostic powertrain solutions, E-Mobility, Aftermarket and Retail. Over the years, the Company has actively participated in nation-building and continues to support the Make-In-India initiative of the Government through its state-of-the-art manufacturing facilities in the country creating world-class products and solutions. The Company has a vast nationwide network, including 8,000+ retail outlets, 20,000+ mechanics, and 700+ stores. During the year, there has been no change in the nature of business of the Company.

SHARE CAPITAL

Authorised:

The authorised share capital of the Company as on 31^st March 2023 stood at 75,00,00,000 (Rupees Seventy-Five Crore) divided into 37,50,00,000 (Thirty Seven Crore Fifty Lakhs) equity shares of 2 each (Rupees Two Only).

During the year under review, there has been no change in the authorised share capital of the Company.

Issued, subscribed and paid-up:

The issued, subscribed and paid-up share capital of the Company as on 31^st March 2023 stood at 46,32,97,174 (Rupees Forty-Six Crore Thirty-Two Lakhs Ninety-Seven Thousand One Hundred and Seventy-Four) divided into 23,16,48,587 (Twenty-Three Crore Sixteen Lakhs Forty-Eight Thousand Five Hundred and Eighty Seven) equity shares of 2 each (Rupees Two Only).

During the year under review, there has been a change in the paid-up share capital of the Company pursuant to allotment of 1,27,295 (One Lakh Twenty-Seven Thousand Two Hundred and Ninety-Five) equity shares of 2 each (Rupees Two Only) amounting to 2,54,590 (Rupees Two Lakhs Fifty-Four Thousand Five Hundred and Ninety) on exercise of stock options under Greaves Cotton- Employee Stock Option Plan 2020 ("ESOP 2020").

There was no instance wherein the Company failed to implement any corporate action within the statutory time limit.

TRANSFER TO RESERVES

During the year under review, 1.07 Crore was transferred to reserves on account of lapse of stock options issued under ESOP 2020.

DIVIDEND

The Board of Directors have recommended a dividend of 0.90 per share on face value of 2 per share for the Financial Year ended 31^st March 2023. The dividend if approved by the shareholders at the ensuing Annual General Meeting will result in an outflow of approximately 20.85 Crore and at a pay-out ratio of 18.10% of the standalone profits of the Company.

DIVIDEND DISTRIBUTION POLICY

In terms of Regulation 43A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), mandating the top 1000 listed entities, based on market capitalization calculated as on 31^st March of every Financial Year, to formulate a Dividend Distribution Policy and disclose the same on their websites.

The Board of the Company has adopted a Dividend Distribution Policy and dividend declared/recommended during the year is in accordance with the said Policy. The said Policy is available on the Companys website under the "Investors" section at https:// greavescotton.com/wp-content/uploads/2023/04/dividend distribution policy.pdf

PUBLIC DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits from public falling under the ambit of Section 73 and 76 of the Companies Act, 2013 ("the Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31^st March 2023, the Company has five subsidiaries and one associate Company. During the year under review, the details of the performance of the subsidiary companies and associate are as follows:

Greaves Finance Limited ("GFL")

GFL, a wholly owned subsidiary of the Company, is a non-banking finance company engaged in the business of Retail Vehicle Financing and provides lending and related solutions to prospective purchasers of electric 2 wheeler and 3 wheeler vehicles and also offers lease financing options to the last-mile delivery and service aggregators. It reported a total revenue of 4.33 Crore and loss of 2.90 Crore as against revenue of 1.02 Crore and loss of 1.32 Crore in the previous Financial Year.

Greaves Technologies Limited ("GTL")

GTL, a wholly owned subsidiary of the Company engaged in the business of providing engineering services to the OEMs for development or maintenance to engines, plant and machinery and equipment of every description, reported a total revenue of 25.21 Crore and loss of 0.23 Crore as against revenue of 9.74 Crore and profit of 0.12 Crore in the previous Financial Year.

Greaves Technologies Inc ("GTI")

GTI, a wholly owned subsidiary of Greaves Technologies Limited, incorporated on 23^rd February 2022 in USA, engaged in providing engineering services, has not started its operations till the end of the Financial Year 2022-23.

Greaves Electric Mobility Private Limited ("GEMPL")

GEMPL, a material subsidiary of the Company, involved in designing and manufacturing of electric vehicles, has reported a total revenue of 1,092.35 Crore and profit of 6.55 Crore as against revenue of 423.25 Crore and loss of 31.26 Crore in the previous Financial Year.

Bestway Agencies Private Limited ("Bestway")

Bestway, a wholly owned subsidiary of GEMPL, involved in manufacturing and supply of ELE brand E-Rickshaw and E-3Wheeler parts, has reported a total revenue of 70.69 Crore and loss of 18.15 Crore as against revenue of 98.12 Crore and loss of 10.12 Crore in the previous Financial Year.

MLR Auto Limited ("MLR")

MLR, an associate of GEMPL, is involved in the business of design, development, manufacture, marketing, and sale of L5 three- wheelers basis the standards prescribed by Automotive Research Association of India. MLR has reported total revenue of 45.29 Crore and loss of Rs. 26.30 Crore as against revenue of Rs 8.97 Crore and loss of Rs 16.08 Crore in the previous Financial Year.

A statement containing salient features of the Financial Statements in Form AOC-1, as required under Section 129(3) of the Act forms a part of this Annual Report.

Pursuant to the provisions of Section 136 of the Act, the Standalone and Consolidated Financial Statements of the Company and separate Audited Financial Statements in respect of subsidiaries, are available on the website of the Company at https://www. greavescotton.com/investors/financials.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for Financial Year 2022-23 are prepared in compliance with the applicable provisions of the Act, including Indian Accounting Standards specified under Section 133 of the Act. The Audited Consolidated Financial Statements together with the Auditors Report thereon forms part of this Annual Report. The same is with unmodified opinion (unqualified).

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 read with Schedule V of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of this Annual Report.

CORPORATE GOVERNANCE REPORT

The Company follows the principles of Corporate Governance in letter and spirit. Requirements relating to Board of Directors, its Committees, related party transactions, disclosures, etc. as prescribed under Schedule V of the Listing Regulations, have been duly complied with. The quarterly Corporate Governance Reports confirming that the Company has complied with statutory provisions were filed with the Stock Exchanges, where the shares of the Company are listed and also placed before the Board. A detailed report on Corporate Governance for the Financial Year ended 31^st March 2023 along with the Statutory Auditors certificate on compliance with the provisions of Corporate Governance under Listing Regulations, is forming part of this Annual Report.

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

A separate section on Business Responsibility & Sustainability Report, as required pursuant to Regulation 34(2)(f) of Listing Regulations forms part of this Annual Report.

COMPLIANCE WITH THE CODE OF CONDUCT

A declaration signed by the Managing Director affirming compliance with the Companys Code of Conduct by the Directors and Senior Management for the Financial Year 2022-23, as required under Schedule V of the Listing Regulations, forms part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Companys manufacturing units are governed by Environment Policy and Health and Safety Policy and are certified as per ISO 14001 and ISO 45001 assessment standards. The Company has various safety guidelines in place which help identify unsafe actions or conditions at the Company premises. These guidelines form the corner stone on which the Company can operate smoothly devoid of any mishap or accidents at the work place. The Company takes various steps to promote environment, health and safety measures across the Company, which, inter alia, includes:

1. Complimentary health check-up & consultations facility at reputed hospital for employees and their family members.

2. Annual medical health check-up camps for all the employees followed up with data analysis, gap identification & counselling.

3. Systems implementation to ensure zero compromise on safety through Work permit system and ownership of adherence to the safety norms.

4. Regular safety drives coupled with effective trainings are conducted to help spread awareness among employees on how to maintain a safe work environment.

5. The Company places equal emphasis on safety processes, behavioural safety and strives to create safety positive culture towards achieving the ultimate goal of zero accidents.

6. Increased focus on training & awareness, safety observations and various audits like Internal Audit, SMAT audit, theme based safety inspection, safety patrolling, fire equipment audit & emergency equipment audit.

7. Identification of safety hazards, near misses and accident prone areas through safety management audit.

8. Employees are also required to take a safety oath and are encouraged to actively participate in various competitions like poster, slogan, poem, essay competition during the national safety week celebration.

9. Various health programs were organized like blood donation camps, neuropathy, eye check-up, tetanus toxoid vaccination camp and sessions on stress management, brain stroke, etc.

10. World Environment Day and Earth Day are observed on an annual basis.

11. Environmental measures like planting saplings is conducted across all the facilities.

12. Development of green belts in the areas around the factory premises.

13. Various green initiatives taken at our Aurangabad plant like afforestation initiative by implementing the Japanese method of Miyawaki plantation, around 1200 saplings planted in & around plant premises under the each one plant one initiative.

14. Water conservation initiative undertaken by construction of artificial farm lakes at our Aurangabad plant.

15. Reducing the carbon footprint & emission of greenhouse gases by recycling & reusing the aluminium scrap briquettes by working with the supplier to promote recycling.

16. Use of recyclable pallets for the transportation of finished goods

17. Use of moulded pulp packaging for transportation of finished components, which is recyclable as well as biodegradable.

18. Our factories are equipped with both Effluent Treatment Plant (ETP) & Sewage Treatment Plant (STP). Water is re-used for gardening purposes after treatment through these units.

HUMAN RESOURCES

Fit for purpose capability is pivotal to an organisations growth and success. At Greaves, we continued our focus on attracting, retaining and developing the right talent to meet current and future business needs of the Company. The Company seeks to create an environment of fairness, transparency and mutual respect, wherein the aspirations of employees and goals of the enterprise are aligned to achieve mutual benefit on a continuous long-term basis.

The Company got certified as Great Place to Work for the third time in a row in February 2023.

We strengthened our efforts behind DEEP (Development, Education, Empowerment, Progress), a Community Partnership intervention to empower socio-economically underprivileged youth for independent livelihood by engaging them to acquire and apply fit for purpose of vocational skills, thereby improving their employability for a better future.

In Financial Year 2022-23, we had 81 DEEP Trainees available with us. Till date we have inducted 467 DEEP Trainees.

In Financial Year 2022-23, the relations of the Company with all its employees and trade unions remained harmonious. The payroll count of Companys permanent employees was 888 as on 31^st March 2023.

Disclosures pertaining to the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013

Pursuant to the requirements under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has enacted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace and constituted an Internal Complaints Committee which is in compliance with the applicable statutory requirements.

There were no cases with respect to sexual harassment filed during the year under review.

GREAVES COTTON - EMPLOYEES STOCK OPTION PLAN 2020

In order to ring fence and incentivize key talent, for driving long term objectives of the Company and ensuring that employee payoffs match the long gestation period of certain key initiatives whilst simultaneously fostering ownership behaviour and collaboration amongst employees, the Shareholders of the Company through Postal Ballot notice dated 11^th June 2020 had approved the Greaves Cotton - Employees Stock Option Plan 2020 ("the ESOP Scheme") for grant upto 46,24,135 stock options (the Options) to the eligible employees of the Company, its holding company and subsidiaries.

There was no change in the ESOP Scheme during the Financial Year under review. The ESOP Scheme is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. Details of the ESOP Scheme have also been provided in notes to the Standalone Financial Statements.

The ESOP Scheme is being administered and monitored by the Nomination and Remuneration Committee ("NRC") of the Board of Directors of the Company. During Financial Year 2022-23, no employee was issued options equal to or exceeding 1% of the issued share capital of the Company at the time of grant.

In compliance with the requirements of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, a certificate from Secretarial Auditors confirming implementation of ESOP Scheme in accordance with the said regulations will be available electronically for inspection by the Shareholders during the ensuing Annual General Meeting ("AGM") of the Company.

During the year under review, 1,27,295 (One Lakh Twenty-Seven Thousand Two Hundred and Ninety Five) Equity Shares of 2 each were issued and allotted under the ESOP Scheme.

The details of the ESOP Scheme, including terms of reference and the requirement specified under the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, are available on the Companys website, at https://www.greavescotton. com/investors/financials

DIRECTORS

Induction of Executive Director

Based on the recommendation of the NRC, the Board appointed Dr. Arup Basu as an Additional Director (Executive) w.e.f. 12^th May 2022 and designated him as Deputy Managing Director for a period of 5 (five) years. The shareholders at the 103^rd AGM held on 11^th August 2022, approved the appointment of Dr. Arup Basu as Deputy Managing Director of the Company with effect from 12^th May 2022 for a period of 5 (five) years.

Change in Designation of Executive Directors

Based on the recommendations of the NRC, the Board approved the change in designation of:

(a) Dr. Arup Basu from Deputy Managing Director to Managing Director of the Company with effect from 12^th August 2022 upto the end of original tenure i.e., 11^th May 2027.

(b) Mr. Nagesh Basavanhalli from Managing Director and Group CEO to Executive Vice Chairman of the Company with effect from 12^th August 2022 upto the end of original tenure i.e., 4^th November 2025.

The abovementioned change in designations were approved by the shareholders vide postal ballot concluded on 28^th December 2022.

After the end of the Financial Year 2022-2023, the Board, at the request of Mr. Nagesh Basavanhalli, and as a part of meeting its long term strategic objectives and to effectively use Mr. Nagesh Basavanhallis services in accordance with the strategic plan of the Company decided to re-designate Mr. Nagesh Basavanhalli as Non-Executive Director and Vice Chairman of the Board with effect from 12^th May 2023, on such terms and conditions as approved by the Board, which shall be subject to the approval of shareholders of the Company.

Cessation of Executive Director

Mr. Ajit Venkataraman had tendered his resignation as an Executive Director of the Company with effect from the close of business hours of 31^st May 2022 due to his personal reasons.

Appointment of Independent Directors

Based on the recommendation of the NRC, the Board appointed:

a. Mr. Ravi Kirpalani as an Additional Director (Non-Executive, Independent) of the Company with effect from 12^th May 2022 to hold office for a term of 5 (five) consecutive years.

b. Mr. Raja Venkataraman as an Additional Director (NonExecutive, Independent) of the Company with effect from 09^th February 2023 to hold office for a term of 5 (five) consecutive years.

The shareholders at the 103^rd AGM held on 11^th August 2022 approved the appointment of Mr. Ravi Kirpalani as an Independent Director effective from 12^th May 2022 for a term of 5 (five) consecutive years.

The shareholders vide postal ballot concluded on 28^th April 2023 approved the appointment of Mr. Raja Venkataraman as an

Independent Director effective from 09^th February 2023 for a term of 5 (five) consecutive years.

Cessation/Resignation of Independent Director

Mr. Vinay Sanghi ceased to be an Independent Director of the Company from the close of business hours of 03^rd August 2022 due to completion of his second term of office as Independent Director of the Company.

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Companys Code of Conduct.

Mr. Kewal Handa has resigned as an Independent Director of the Company with effect from 05^th April 2023 due to his professional commitments. He has confirmed that there were no material reasons for his resignation.

Re-appointment of Director liable to retire by rotation

The shareholders at the 103^rd AGM held on 11^th August 2022 approved the re-appointment of Mr. Karan Thapar as a Director liable to retire by rotation.

Mr. Karan Thapar retires by rotation at the ensuing AGM, and being eligible, offers himself for re-appointment.

Profile of Director to be re-appointed at the ensuing AGM, as required by Regulation 36(3) of the Listing Regulations and Secretarial Standard - 2 on General Meetings, is given in the notice of the ensuing AGM.

KEY MANAGERIAL PERSONNEL

As on the date of this report, the Company has the following Key Managerial Personnel ("KMP") as per section 2(51) of the Act:

Sr.No.	Name of the KMP	Designation
1.	Dr. Arup Basu	Managing Director
2.	Mr. Atindra Basu	General Counsel and Company
		Secretary
3.	Mr. Dalpat Jain*	Group Chief Financial Officer

‘resigned with effect from 12^th June 2023.

Basis the recommendation of NRC, the Board approved the redesignation of Mr. Nagesh Basavanhalli as Non-Executive Vice Chairman with effect from 12th May, 2023. With this, he ceased to be a KMP of the Company.

Based on the recommendation of the NRC & Audit Committee, the Board at its meeting held on 12^th May 2023, appointed Mrs. Akhila Balachandar as the Chief Financial Officer of the Company with effect from 13^th June 2023.

Further, in terms of Section 150 of the Act read with Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company are registered with Indian Institute of Corporate Affairs (IICA). In the opinion of the Board, the Independent Directors hold highest standard of integrity and possess the requisite qualifications, experience and expertise.

DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Act, the Directors state that to the best of their knowledge and belief and according to the information and explanations obtained by them:

1. In the preparation of the annual accounts for the Financial Year ended 31^st March 2023, the applicable accounting standards have been followed;

2. 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 2023 and of the profit of the Company for that period;

3. Taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. Prepared the annual accounts on a going concern basis;

5. Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

6. Devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has constituted an Nomination and Remuneration Committee and formulated the criteria for determining the qualifications, positive attributes and independence of a Director ("the Criteria"). The criteria include, inter alia, a person to be appointed on the Board of the Company should possess in addition to the fundamental attributes of character and integrity, appropriate qualifications, skills, experience and knowledge in one or more fields of engineering, banking, management, finance, marketing, legal and a proven track record.

The NRC makes recommendations to the Board of Directors regarding the appointment/re-appointment of Directors, Key Managerial Personnel ("KMPs") and Senior Management. The role of the NRC encompasses conducting a gap analysis, wherever applicable, and identifying suitable candidates for the position of Directors, KMPs and senior management positions. Based on the recommendation of the NRC, the Board recommends the appointment of directors to the shareholders of the Company and approves the appointment of KMPs and senior management positions.

The policy of the Company on Directors remuneration as required under sub-section (3) of Section 178 of the Act is given in Annexure 1 to this Boards Report and also available on the Companys website at https://greavescotton.com/wp-content/ uploads/2023/04/GCL-Remuneration-Policy 04.05.2021.pdf.

The Company recognizes and embraces the benefits of having a diverse Board and sees increasing diversity at Board level as an essential element in maintaining a competitive advantage. The Company believes that diverse board will leverage differences in knowledge, perspective, skills, background, race and gender, which will help the Company to retain its competitive advantage. The Board has adopted the Policy on Board Diversity which sets out the approach to the diversity of the Board of Directors. The said Policy is available on the Companys website at https://greavescotton. com/wp-content/uploads/2023/04/Policy Board Diversity.pdf

The NRC periodically reviews and oversees the succession planning for the Board and select senior management positions as part of its talent management process. Our focused approach on retaining the critical talent ensures that the business objectives are achieved in line with overall purpose of the Company. The Board on the recommendation of the NRC, approves the appointment of senior management positions and recommends the appointment of directors to the Shareholders for their approval.

The details of Board and Committee composition, tenure of Directors, areas of expertise, criteria for making payments to NonExecutive Directors and other details are disclosed in the Corporate Governance Report which forms a part of this Annual Report.

During the year under review, the Managing Director and other Executive Directors of the Company did not receive any remuneration or commission from any subsidiary of the Company as required under Section 197 (14) of the Act.

RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN REMUNERATION OF THE EMPLOYEES

The information as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, is given as Annexure 2 to this Boards Report.

The Annual Report except the statement of particulars of employees pursuant to Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is being sent to the Shareholders of the Company and others entitled thereto in terms of Section 136 of the Act. If any Shareholder is interested in obtaining a copy of the said statement, they may write to the Company Secretary at the Corporate Office of the Company or send an e-mail at investorservices@greavescotton.com stating their Folio No./ DPID & Client ID.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company follows a structured orientation programme including presentations by key personnel to familiarise the Directors with the Companys operations. Presentations made at the Board / Committee Meetings, inter alia, cover the business strategies, human resource matters, budgets, initiatives, risks, operations of subsidiaries, etc. where the Directors get an opportunity to interact with the Senior Management.

The Directors Familiarisation Programme is displayed on the Companys website at https://greavescotton.com/ wp-content/uploads/2023/07/Familiarisation-Programmes- for-Directors-2022-23-1.pdf

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of Directors evaluated the effectiveness of their functioning including that of its Committees and of individual directors, pursuant to the provisions of the Act and the Listing Regulations.

The criteria for performance evaluation included, inter alia, relevant experience and skills, preparedness and constructive contributions, transparency, participation in strategic long-term planning, integrity, focus on shareholder value creation, monitoring corporate governance practices and Board/Committee culture and dynamics.

The Board evaluation process has been completed for FY 2022-23 and the same was carried out by way of an internal assessments based on combination of a detailed questionnaire and through verbal discussions. The performance of the Board, its Committees and individual directors was evaluated by the Board Members after considering inputs from all the eligible Directors (excluding the Director being evaluated).

The Independent Directors also at their separate meeting held during the Financial Year 2022-23, without the presence of the management and Non-Executive Directors, evaluated the performance of the Non-Independent Directors and the Board as

a whole. The performance of the Chairman of the Company was also evaluated after considering the views of Executive Director and Non-Executive Directors.

In the Board meeting that held after the meeting of the Independent Directors and the meeting of NRC, the performance of the Board, its Committees, and individual Directors were discussed.

The Board of Directors were satisfied with the performance of the Board, its Committees and individual directors and noted that there is adequate flow of information from Company to the Board and the suggestions and recommendations given by the Board are considered for follow up action. The Board Committees are well-managed, functioning adequately and the meetings are held on a timely basis giving attention to each agenda item.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments as per Section 186 of the Act, as on the 31^st March 2023 are given in the Notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the Financial Year 2022-23, the Company did not enter into any Material transaction (as defined in the Companys policy on related party transactions) with the related parties.

All contracts, arrangements and transactions entered by the Company with related parties during Financial Year 2022- 23 were in the ordinary course of business and on an arms length basis. All related party transactions that were approved by the Audit Committee were reviewed by the Audit Committee on a quarterly basis. Prior approval of the Audit Committee by way of omnibus approval was obtained periodically for the transactions which were planned and/or repetitive in nature.

During the Financial Year 2022-23, none of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for the Financial Year 2022-23 and hence the same is not provided.

Details of transactions with related parties are disclosed in the Notes to the Standalone Financial Statements, forming part of this Annual Report.

The policy on dealing with related party transactions is available on the Companys website at https://greavescotton.com/wp-content/ uploads/2023/07/Draft-RPT-Policy-12.05.2023.pdf

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the year ended 31^st March 2023 is available on the Companys website at https://www.greavescotton.com/ investors/financials

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars of conservation of energy, technology absorption, foreign exchange earnings and outgo, as prescribed in Rule 8 (3) of the Companies (Accounts) Rules, 2014 are given in Annexure 3 to this Boards Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board and other Committees are given in the Corporate Governance Report which forms part of this Annual Report.

The Company has 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.

COMMITTEES OF THE BOARD

As on 31^st March 2023, the Board had five Committees: the Audit Committee, the Corporate Social Responsibility Committee, the Nomination and Remuneration Committee, the Risk Management Committee and the Stakeholders Relationship and Share Transfer Committee.

The details pertaining to composition of the Committees are included in the Corporate Governance Report which forms part of this Annual Report. All the recommendations made by the Committees were accepted by the Board.

RISK MANAGEMENT

The Company has a Risk Management Committee of Directors to oversee the risk management efforts. The Company has put in place a robust Enterprise Risk Management (ERM) Policy which covers strategic risks, operational risks, regulatory risks and catastrophic risks and provides a clear identification of "Risks That Matter (RTM)". These RTMs are periodically monitored by the Management and reviewed by the Risk Management Committee. Implementation of this ERM Policy effectively supports the Board and the Management in ensuring that risks, if any, which may significantly impact the Company are adequately highlighted, and mitigation actions are implemented in a time-bound manner to reduce the risk impact.

There are no material risks, which in the opinion of the Board threaten the existence of the Company. However, the risks that may pose a concern are set out in the Management Discussion and Analysis Report which forms part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has adopted a Corporate Social Responsibility (CSR) Policy, as recommended by the CSR Committee covering the objectives, initiatives, outlay, implementation, monitoring, etc. The CSR Policy is displayed on the Companys website at https://greavescotton. com/wp-content/uploads/2023/04/GCL-CSR-Policy 04.05.2021. pdf.

A report on the CSR activities in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, duly signed by the Managing Director and the Chairperson of the CSR Committee, is given in Annexure 4 to this Boards Report.

The Company is committed to help people live better and to make communities stronger. The focus of our CSR project is skill building and employability enhancement that can create a positive impact in the society we operate in while also ushering in meaningful change. The objective is to empower youth from underprivileged communities by providing technical skills to get employed and support their families to have more inclusive society.

Under Upskilling Theme

The Companys flagship programme DEEP (Development, Education, Empowerment and Progress) is focused on upskilling and training the youth from socio-economically deprived families for better employability and earning opportunities.

Under this CSR initiative, the Company is helping to empower the youth from the local communities by imparting the required technical skills. Till date, the Company has helped 157 youths to successfully complete the training to upskill themselves and to enable them taking up jobs in the fast-growing manufacturing sector.

This year, Greaves along with the National Employability Enhancement Mission (NEEM) is imparting training to 81 youths from underprivileged families in and around Aurangabad District through various reskilling work and empowering the local rural communities to get employment and support their families. Under DEEP reskilling project through our local NGO partner Yuvashakti Foundation, Greaves ensured Development, Education, Empowerment and Progress of underprivileged families in various villages of Aurangabad District. Through this initiative, we will continue to encourage diversity and till date, we have also trained more than 45 girls so that they become economically independent.

This programme is a part of skill development initiative launched by the Central government under National Employability Enhancement Mission (NEEM) - a program through All India Council for Technical Education.

Outcome for DEEP Training:

These DEEP trainees undergo the exhaustive and comprehensive training module which is mainly focuses on below areas-

• Identify parts of automotive engines and understand their function / importance.

• Assemble & dissemble engines independently.

• Plan and organise work requirements deliverables in the given time.

• Use resources in a responsible manner.

• Interact & communicate effectively with cross functional team.

VIGIL MECHANISM

The Company has established a vigil mechanism through a Whistle Blower Policy, where under, the Directors and employees can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A whistle-blowing mechanism not only helps the Company in detection of fraud but is also used as a corporate governance tool leading to prevention and deterrence of misconduct. The Company regularly provides Code of Conduct trainings to create awareness on the whistle-blower mechanism available across various locations. It provides direct access to the employees of the Company to approach the Compliance Officer or the Chairperson of the Audit Committee, where necessary. The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimisation. The Board at its meeting held on 12^th May 2023 amended the Whistle Blower Policy to extend its scope to the subsidiary companies and to deal with matters involving leak or suspected leak of UPSI as per Insider Trading Regulations. The Whistle Blower Policy is available on the Companys website at https:// greavescotton.com/wp-content/uploads/2023/06/Whistle-Blower- Policy-for-website-upload.pdf.

INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

To safeguard its assets and ensure efficient productivity at all levels, the Company has robust internal control systems in place, commensurate with the size and industry in which it operates. The internal control systems and benchmarks conform to the globally accepted framework as issued by the Committee of Sponsoring Organisations of the Treadway Commission (COSO) Internal Control - Integrated Framework (2013). The Company ensures that the systems are periodically upgraded to keep pace with changing norms and ensures their effectiveness.

The internal controls are designed to ensure that the following conditions are met with:

• Operations are performed effectively and efficiently;

• Assets are adequately safeguarded;

• Frauds and errors are prevented and detected within time;

• Accounting records are accurate and complete across all businesses;

• Financial information is prepared on time and are reliable

In addition, standardised operating procedures, policies and guidelines, regular monitoring procedures and self-assessment exercises are also followed. All employees are required to adhere to the Code of Conduct in their regular work.

Employees are benefited by a well-defined whistle blower policy that ensures and encourages reporting of any misconduct, unethical behaviour or any behaviour with possibility of conflict of interest. Highest standards of integrity and transparency are adhered to and further encouraged by a self-monitoring mechanism.

During Financial Year 2022-23, key controls were adequately tested and appropriate measures were initiated where deviation from standard practices was identified. The Internal Auditors and Corporate Assurance Department monitors and controls the effectiveness of the internal control systems. The implementation of the corrective actions and improvements in business processes are regularly followed up by the Corporate Assurance Department. The Company is also committed in ensuring that the operations are carried out within the purview of applicable laws and statutory requirements.

In the opinion of Statutory Auditors, the Company has in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31^st March 2023.

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (FRN.: 117366W / W-100018) were re-appointed as Statutory Auditor of the Company at the 101^st AGM to hold the office until the conclusion of the 106^th AGM of the Company. The Audit Committee at its meeting held on 11th May 2023, evaluated the performance of the Statutory Auditors along with the Management and was generally satisfied with their performance. In the opinion of the Audit Committee, the Statutory Auditor is competent, qualified and is independent of the Board and the Management.

The Statutory Auditor continue to remain eligible to act as the Statutory Auditor of the Company.

STATUTORY AUDITORS REPORTS

Reports issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year ended 31^st March 2023 does not contain any qualification, reservation or adverse remark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditor, Secretarial Auditor and Cost Auditor of the Company has not reported any instances of fraud to the Audit Committee, under the Section 143(12) of the Act.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments which affect the financial position of the Company that have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this report.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the Listing Regulations:

a. the Company had engaged the services of M/s. Pradeep Purwar & Associates, Company Secretary in Practice, to conduct the Secretarial Audit of the Company and provide annual secretarial compliance report for the Financial Year ended 31^st March 2023.

b. Greaves Electric Mobility Private Limited, Material Subsidiary of the Company, had engaged the services of M/s. SGGS & Associates for conducting the Secretarial Audit for the Financial Year ended 31^st March 2023.

The Secretarial Audit Report (Form MR - 3) of the Company and its material subsidiary are attached as Annexure 5 and 6 respectively to this Boards Report. The Annual Secretarial Compliance Report issued by the Secretarial Auditor, was submitted to the stock exchanges within the statutory timelines and is available on the Companys website at http://www.greavescotton.com/investors/ corporate-announcements

The secretarial audit report and annual secretarial compliance report of the Company does not contain any qualification, reservation or adverse remark.

MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 of the Act read with clause (ix) of Rule 8(5) of the Companies (Accounts) Rules, 2014,

adequate cost accounts and records are made and maintained by the Company as specified by the Central Government. The Cost Audit Report for the year ended 31^st March 2022, was filed with the Central Government within the prescribed time.

COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Act, the Board has appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration Number: 000030), as the Cost Auditors of the Company to conduct an audit of the cost records maintained by the Company for the Financial Year ending 31^st March 2024.

As required under Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditor is required to be ratified by the Shareholders. The Board of Directors recommends the same for ratification by Shareholders at the ensuing AGM.

OTHER DISCLOSURES

The Directors confirm that during the Financial Year under review-

• there were no significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations;

• there was no issue of equity shares with differential rights as to dividend, voting or otherwise;

• there was no issue of shares (including sweat equity shares) to the employees of the Company under any scheme other than ESOP Scheme and there are no shares held in trust for the benefit of the employees of the Company.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for all the employees for their hard work, solidarity, co-operation and dedication during the year.

The Board sincerely conveys its appreciation to other stakeholders for their continued support.

For and on behalf of the Board

	Karan Thapar
Ranipet	Chairman
12th May 2023	DIN: 00004264