Greaves Cotton Ltd Directors Report.

To,

The Members,

The Directors have pleasure in presenting the 103rd Annual Report of Greaves Cotton Limited ("the Company" or "Greaves") on the business and operations and the Audited Financial Statements for the Financial Year ended 31st March 2022.

FINANCIAL HIGHLIGHTS

(Rs In crore)

Consolidated Standalone
Particulars Year Ended 31st March 2022 Year Ended 31st March 2021 Year Ended 31st March 2022 Year Ended 31st March 2021
Total Revenue 1732.05 1508.73 1209.18 1339.10
Profit Before Tax and Exceptional items (14.52) 20.67 31.94 52.93
(Loss)/Gain on Exceptional Items (2.31) (34.46) 7.33 (34.46)
Profit/(Loss) Before Tax (16.83) (13.79) 39.27 18.47
Less: Provision for Tax 15.97 4.99 12.19 8.11
Profit/(Loss) for the year (35.30)* (18.78) 27.08 10.36
Total Comprehensive Income/(Loss) for the year (33.23) (17.80) 29.09 11.33
Dividend paid and Tax on Dividend 4.62 0 4.62 0
Balance of the Profit carried forward 307.18 345.03 492.69 468.22

*includes share in loss of associate amounting to Rs 2.50 crore.

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

• The Company registered total revenue of Rs 1209.18 crore during the year under review as against Rs 1339.10 crore in the previous financial year.

• The profit after tax was Rs 27.08 crore for the year under review as against Rs 10.36 crore in the previous financial year.

• The profit after tax for the year under review includes an exceptional profit of Rs 7.33 crore as against exceptional loss of Rs 34.46 crore in the previous financial year.

• The profit before tax and exceptional items as a percentage of total revenue for the year under review was at 2.64% as against 3.95% in the previous financial year.

During the year under review, the Company has not revised its financial statements or the report in respect of any of the three preceding financial years either voluntarily or pursuant to the order of a judicial authority.

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

NATURE OF BUSINESS

Greaves is one of the leading and diversified engineering companies in India with a rich legacy and brand trust of over 162 years impacting more than millions life every day. The Company operates in multiple segments namely Automotive, Non-Automotive, Aftermarket, Greaves Retail, Electric Mobility (Ampere Electric for electric scooters and other electric industrial products and e-rickshaw), Greaves Technologies and Greaves Finance. Greaves is a market leader in fuel-agnostic powertrain solutions and manufactures Cleantech powertrains for CNG, Petrol and Diesel segments. 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 with 400+ Greaves big retail centres & 6300+ smaller spare parts retail outlets across the country. During the year, there has been no change in the nature of business of the Company.

SHARE CAPITAL

The authorised share capital of the Company as on 31st March 2022 stood at Rs 75,00,00,000 (Rupees Seventy Five Crores) divided in to 37,50,00,000 (Thirty Seven Crores Fifty Lakhs) equity shares of Rs 2 each (Rupees Two only) and the paid-up share capital of the Company as on 31st March 2022 stood at Rs 46,30,42,584 (Rupees Forty Six Crores Thirty Lakhs Forty Two Thousand Five Hundred and Eighty Four) divided in to 23,15,21,292 (Twenty Three Crores Fifteen Lakhs Twenty One Thousand Two hundred and Ninety Two) equity shares of Rs 2 each (Rupees Two only).

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

During the year under review, there has been a change in the paid-up share capital of the Company pursuant to allotment of 3,14,497 (Three Lakhs Fourteen Thousand Four Hundred and Ninety Seven) equity shares of Rs 2 each (Rupees Two only) amounting to Rs 6,28,994 (Rupees Six Lakhs Twenty Eight Thousand Nine Hundred and Ninety Four) on exercise of stock options under Greaves Cotton- Employee Stock Option Plan 2020 ("ESOP 2020").

TRANSFER TO RESERVES

During the year under review, Rs 0.60 crores was transferred to reserves on account of lapse of stock options issued pursuant to ESOP 2020.

DIVIDEND

The Directors have recommended a dividend of Rs 0.20 per share on face value of Rs 2 per share for the financial year ended on 31st March 2022, resulting in an outflow of Rs 4.63 crore and a dividend payout of 17.1% of the standalone profits of the Company. The Company is in compliance with the Dividend Distribution Policy as approved by the Board of Directors ("Board").

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 31st March of every financial year, to formulate a Dividend Distribution Policy and disclose the same on their websites. Accordingly, the Board of the Company has adopted a Dividend Distribution Policy, which is available on the Companys website under the "Investors" section at https://www.greavescotton.com/php/media/brochure files/ 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 of the Companies Act, 2013 ("Act") read with the Companies (Acceptance of Deposits) Rules, 2014.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the year under review, the Company acquired 100% equity shareholding in Greaves Technologies Limited (formerly known as Dee Greaves Limited) ("GTL") from Greaves Finance Limited (formerly known as Greaves Leasing Finance Limited) ("GFL"), wholly owned subsidiary of the Company, on 11th August 2021 and pursuant to which GTL became wholly owned subsidiary of the Company.

Greaves Electric Mobility Private Limited (formerly known as Ampere Vehicles Private Limited) ("GEMPL") acquired the balance 26% equity shareholding in Bestway Agencies Private Limited ("Bestway") on 22nd October 2021 and pursuant to which, Bestway became wholly owned subsidiary of GEMPL.

GEMPL has completed acquisition of 26% equity shareholding in MLR Auto Limited ("MLR") on 22nd October 2021 and pursuant to which MLR became an associate of GEMPL.

GTL incorporated a wholly owned subsidiary in Delaware, USA named Greaves Technologies Inc. on 23rd February 2022.

As at 31st March 2022, the Company has five subsidiaries and one associate company. During the year under review, the details of the performance of the subsidiary and associate companies are as follows:

Greaves Finance Limited (GFL)

GFL, a wholly owned subsidiary of the Company, is a non-banking finance company. It reported a total revenue of Rs 1.02 crore and loss of Rs 1.32 crore.

Greaves Technologies Limited (GTL)

GTL, a wholly owned subsidiary of the Company, reported a total revenue of Rs 9.74 crore and profit of Rs 0.12 crore.

Greaves Electric Mobility Private Limited (GEMPL)

GEMPL, a wholly owned subsidiary of the Company, involved in designing and manufacturing of electric vehicles, has reported a total revenue of Rs 424.95 crore and loss of Rs 31.26 crore.

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 Rs 98.12 crore and loss of Rs 10.12 crore.

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 a total revenue of Rs 8.96 crore and loss of Rs 16.08 crore.

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 financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries are available on the Companys website at https://www.greavescotton.com/investors/financials.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company for FY 2021-22 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 Report confirming that the Company has complied with statutory provisions has been 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 31st March 2022 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 REPORT

A separate section on Business Responsibility 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 & Group CEO affirming compliance with the Companys Code of Conduct by the Directors and Senior Management, for the financial year 2021-22, as required under Schedule V of the Listing Regulations, forms a part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Companys manufacturing units are governed by "Environment, 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 has taken various steps to promote environment, health and safety measures across the Company which, inter alia, includes:

1. Systems implementation to ensure all safety and health precautionary measures followed across the plant like sanitization and disinfection at set frequency, distribution of arsenic album medicines to employees, thermal screening of all employees, ensuring social distancing at workplace & creating awareness among employees. Rapid antigen testing camps for all employees. COVID-19 vaccination camp for employees.

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

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

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

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

6. 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.

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

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

9. 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.

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

11. World Environment Day and Earth Day are observed on annual basis.

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

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

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

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

16. 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.

17. All our plants at Aurangabad are Zero Liquid Discharge plants

i.e. we do not dispose any waste water to the environment or surroundings.

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 second time in a row in February 2022.

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 vocational skills, thereby improving their employability for a better future. Our efforts in this area saw the Company receiving the prestigious Asian CSR Award.

In FY 2021-22, the Company hired 78 DEEP Trainees under this programme and currently we have 106 DEEP Trainees available with us. Till date we have inducted 416 DEEP Trainees.

In FY 2021-22, the relations of the Company with all its employees and trade unions remained harmonious. The payroll count of Companys permanent employees was 931 as on 31st March 2022.

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 Work Place and has an Internal Complaints Committee. There were no cases 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 pay-offs match the long gestation period of certain key initiatives whilst simultaneously fostering ownership behaviour and collaboration amongst employees, the members of the Company through Postal Ballot notice dated 11th June 2020 had approved the Greaves Cotton - Employees Stock Option Plan 2020 ("the ESOP Scheme") for grant up to a maximum of 2% of the paid-up share capital of the Company having face value of Rs 2 each ("the Options") to the eligible employees of the Company, its holding company and subsidiary(ies).

There was no change in the ESOP Scheme during the financial year under review. The ESOP Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations") 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 in accordance with the SBEBSE Regulations. During FY 2021-22, 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 SBEBSE Regulations, a certificate from Secretarial Auditor confirming implementation of ESOP Scheme in accordance with the said regulations and shareholders resolution, will be available electronically for inspection by the members during the Annual General Meeting ("AGM") of the Company.

During the year under review, 3,14,497 (Three Lakhs Fourteen Thousand Four Hundred and Ninety Seven) equity shares of Rs 2 each were issued and allotted under the ESOP Scheme.

Details of the shares issued under ESOP scheme and the disclosures in compliance with SBEBSE Regulations, are uploaded on the Companys website at https://www.greavescotton.com/ investors/financials.

DIRECTORS

Executive Directors

During the year under review, the members of the Company in their 102nd AGM held on 11th August 2021 has appointed Mr. Nagesh Basavanhalli as Managing Director & Group CEO of the Company with effect from 5th November 2020 for a period of 5 (five) years and appointed Mr. Ajit Venkataraman as Executive Director of the Company with effect from 14th August 2020 for the period of 3 (three) years or his employment with the Company, whichever is earlier.

The Board, basis recommendation of the NRC, appointed Mr. Sunil Shahi as an Additional Director (Executive) with effect from 15th September 2021 for the period of 3 (three) years or his employment with the Company, whichever is earlier. Thereafter, Mr. Shahi has tendered his resignation as Executive Director of the Company with effect from the close of business hours of 26th October 2021 due to his personal reasons. The Members through Postal Ballot notice dated 27th October 2021 have approved his appointment and remuneration for a period from 15th September 2021 to 26th October 2021.

After the end of the FY 2021-22, the Board at its meeting held on 12th May 2022, basis the recommendation of the NRC, has appointed Dr. Arup Basu as an Additional Director on the Board of the Company to hold the office effective from 12th May 2022 up to the date of ensuing AGM. In the said meeting, the Board, basis the recommendation of NRC, appointed Dr. Arup Basu as an Executive Director and designated him as Deputy Managing Director for the period of 5 (five) years with effect from 12th May 2022.

Further, the NRC and Board have recommended the appointment of Dr. Arup Basu as Deputy Managing Director of the Company, to the members at the ensuing AGM.

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

Re-appointment of Director liable to retire by rotation

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

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

Independent Directors

During the year under review, the members of the Company in their 102nd AGM has appointed Mr. Kewal Handa as an Independent Director of the Company to hold the office for a second term for a period of 5 (five) years with effect from 6th May 2021.

The Board through circular resolution approved on 11th October 2021 has appointed Mr. Firdose Vandrevala as an Additional Director (Independent) of the Company with effect from 15th October 2021 to hold office for a period of 5 (five) consecutive years, subject to the approval of the shareholders. Further, the members of the Company through postal ballot notice dated 27th October 2021 has appointed Mr. Vandrevala as an Independent Director of the Company with effect from 15th October 2021 to hold office for a period of 5 (five) consecutive years.

During the year under review, Mr. Subbu Venkata Rama Behara has tendered his resignation as an Independent Director of the Company with effect from the close of business hours of 1st October 2021 due to his personal reasons. He has confirmed that there were no material reasons for his resignation. The Board places on record its appreciation for the valuable contribution made by Mr. Subbu Venkata Rama Behara during his tenure as Director of the Company.

After the end of the FY 2021-22, the Board at its meeting held on 12th May 2022, basis the recommendation of the NRC has appointed Mr. Ravi Kirpalani as an Additional Director of the Company with effect from 12th May 2022. In the said meeting, the Board basis the recommendation of NRC appointed Mr. Ravi Kirpalani as an Independent Director of the Company for a period of 5 (five) years with effect from 12th May 2022. Further, the NRC and the Board have recommended the appointment of Mr. Ravi Kirpalani as an Independent Director of the Company, to the members at 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. Mr. Nagesh Basavanhalli Managing Director & Group CEO
2. Dr. Arup Basu* Deputy Managing Director (Executive Director)
3. Mr. Ajit Venkataraman** Executive Director
4. Mr. Atindra Basu General Counsel and Company Secretary
5. Mr. Dalpat Jain Group Chief Financial Officer

*appointed with effect from 12th May 2022

**has tendered his resignation with effect from 31st May 2022

STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

The Companys Independent Directors 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.

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. 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, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. The Directors had 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 31st March 2022 and of the profit of the Company for that period;

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

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; and

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.

POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has constituted the NRC 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 and legal, a proven track record etc. The NRC has also recommended to the Board a policy relating to the remuneration for Directors, Key Managerial Personnel and other employees, as required under Section 178(3) of the Act. The Board at its meeting held on 4th May 2021 has amended the remuneration policy to bring it in line with the amendments in the Act and Listing Regulations. The Remuneration Policy is given in Annexure 1 to this Boards Report and also available on the Companys website at https://www.greavescotton.com/php/ media/brochure files/GCL-Remuneration%20Policy 04.05.2021. pdf. The criteria for making payments to Non-Executive Directors is 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 confirms that they 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 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given as Annexure 2 to this Boards Report. In terms of Section 136 (1) read with relevant proviso to Rule 5 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company and others entitled thereto.

The said information shall be kept open for inspection at the Registered Office of the Company on every working day of the Company between 10 a.m. to 12 noon up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write an e-mail to investorservices@greavescotton.com.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company follows a structured orientation programme including presentations by key personnel, information about the various codes, policies, etc. to familiarize 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://www.greavescotton.com/php/ media/brochure files/Familiarisation%20Programmes%20for%20 Directors%202021-22%20(1).pdf

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board has established a comprehensive and participative annual process to evaluate its own performance, its Committees and the individual Directors. The performance evaluation matrix defining the criteria of evaluation was prepared by the NRC. The criteria for performance evaluation includes, inter alia, relevant experience and skills, ability and willingness to speak up, ability to carry others, ability to disagree, stand his/her ground, integrity, focus on shareholder value creation and high governance standards. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated).

During the FY 2021-22, the Independent Directors met once without the presence of the management and Non-Executive Directors. The Independent Directors inter alia discussed matters arising out of Board and Board Committee agendas, performance of the Company and other board-related matters, and to review the performance of Non-Independent Directors, the Chairman and the Board as a whole and to assess the effectiveness and promptness of the information flow inter se the Board and the management. The Lead Independent Director briefed the Board on the proceedings of the Meeting.

LOANS, GUARANTEES AND INVESTMENTS

Particulars of loans, guarantees and investments as per Section 186 of the Act, as on the 31st March 2022 are given in the Notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

During the year under review, the Company did not enter into any Material transaction (as defined in the Companys policy on related party transactions) with the related parties. All related party transactions are placed before the Audit Committee for review. Prior omnibus approval is obtained for related party transactions on a yearly basis for transactions which are repetitive in nature.

All other transactions of the Company with related parties were in the ordinary course of business and at an arms length price. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC-2 is not applicable.

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

The policy on dealing with related party transactions is available on the Companys website at https://www.greavescotton.com/php/ media/brochure files/Related-Party-Transaction-Policy.pdf

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 a 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.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on 31st March 2022 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.

AUDIT COMMITTEE

The details pertaining to composition of the Audit Committee are included in the Corporate Governance Report. All the recommendations made by the Audit Committee 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 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 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 a 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://www.greavescotton. com/php/media/brochure files/GCL-CSR%20Policy 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 & Group CEO and the Chairperson of the CSR Committee, is given in Annexure 4 to this Boards Report.

The Company is committed to helping people live better, making communities stronger and protecting the environment. Multiple CSR projects that can create an impact locally, while also ushering in meaningful change, are undertaken by the Company in India. These projects span diverse themes and support the building of a more inclusive society.

Under Reskilling theme

The Companys flagship programme DEEP (Development, Education, Empowerment and Progress) is focused on reskilling and training the youth from socio-economically deprived families for better employability and earning opportunities. The Company also undertook training and reskilling sessions for key stakeholders such as mechanics, e-rickshaw drivers, farmers, fisherman, auto drivers etc., in order to increase their productivity, earn ability and better customer care.

Under Education theme

The Company recognises that education has the power to change lives. Under the Greaves Scholarship Programme, financial support is extended to students from lower-income families. The objective is to make education available and accessible so that these needy students can continue their education uninterruptedly.

Under Health theme

Promoting community health and wellbeing is another focus area for the Company. This became even more important with the outbreak of the COVID-19 pandemic. The Company contributed funds for enhancing hospital capacity and deployed oxygen concentrators for COVID-19 affected patients seeking medical care. Distribution of ration kits to low-income families and conducting yoga and meditation training sessions for auto drivers to support their physical and mental wellbeing were among other initiatives undertaken in the area of health. These community groups were among those who struggled the most due to the pandemic-induced disruption.

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. 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 Whistle Blower Policy is available on the Companys website at https://www.greavescotton. com/php/media/brochure files/Whistle%20Blower%20Policv.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 effective and performed efficiently

• Assets are adequately safeguarded

• Frauds and errors are prevented and detected in 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 the fiscal year, 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 Dept. It is also committed in ensuring that the operations are carried out within the purview of applicable laws and statutory requirements.

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 101st AGM to hold the office till the conclusion of the 106th AGM of the Company.

The Statutory Auditor has confirmed that they 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 31st March 2022 are with unmodified opinion (unqualified).

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS

The Statutory Auditor of the Company has not reported any instances of fraud as specified under the second proviso to Section 143(12) of the Act.

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

The severe second wave of the COVID-19 pandemic had a significant humanitarian and economic impact. One of the worst hit sectors was automobiles and engineering business. The outbreak of the second wave of COVID-19 pandemic and the measures adopted by the health authorities to mitigate its spread such as travel restrictions, lockdown, restrictions on mass transportation and quarantine measures have impacted our economy and the last mile mobility sectors. These measures impacted Companys operations in the first half of FY 2021-22 including the automotive, non-automotive and retail sectors. During the year, there was a shift to the newer technologies i.e. ICE vehicles were replaced with electric mobility and alternate fuels having a mid-term impact which in turn impacted the overall performance of the Company. Further, we also witnessed Geo political issues in several parts of the world, resulting in the disruption of global supply chains and unprecedented volatility in commodity costs. However, the recovery was seen in the latter half of the financial year. The Company expects to recover the carrying value of assets, based on its assessment of the business/economic conditions and will continue to evaluate the pandemic related uncertainty and update its assessment. The Company has been focused on investing in technology, building capability and capacity, building empowered teams and developing technology enabled processes across all our business value chains to deliver tangible value to both our customers and shareholders. The Company has also undertaken diversification to the newer businesses which have started yielding results.

Our business practices and strong enterprise risk management framework (ERM) has helped in dealing with such an unprecedented crisis. The Company has taken various initiatives to improve its market share and financial performance. It has been aggressively pursuing and implementing its strategies to improve financial performance. The Company has well diversified its products portfolio and has emerged as strong player in emerging segments of last mile mobility. Further, the Company will continue to focus on further localizing supply chain ecosystem, strong product innovation, powerful brands, enhanced physical and digital distribution network.

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, the Company engaged the services of M/s. Pradeep Purwar & Associates, Company Secretary in Practice, to conduct the Secretarial Audit of the Company for the financial year ended 31st March 2022.

The Secretarial Audit Report (Form MR- 3) is attached as Annexure 5 to this Boards Report. The said report is unqualified.

ANNUAL SECRETARIAL COMPLIANCE REPORT

The Company has undertaken an audit for the FY 2021-22 for all applicable compliances as per Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by the Company Secretary in Practice is available on the Companys website at http://www.greavescotton.com/investors/ corporate-announcements.

MAINTENANCE OF COST RECORDS

Pursuant to the provisions of Section 148 (1) 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 and the Cost Audit Report, for the year ended 31st March 2021, 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 Auditor of the Company to conduct an audit of the cost records maintained by the Company for the financial year ending 31st March 2023.

As required under the Act read with the Companies (Cost Records and Audit) Rules, 2014, the remuneration payable to the Cost Auditors must be placed before the members at a general meeting for ratification. Hence, a resolution for the same forms part of the notice of 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, cooperation 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
Mumbai Chairman
12th May 2022 DIN: 00004264