Maharashtra Scooters Ltd Directors Report

Dear Shareholders,

Your directors present the forty-ninth Annual Report along with the audited financial statements for FY2024.

Company Overview

Maharashtra Scooters Limited (‘MSL or ‘the Company) is an unregistered Core Investment Company (CIC), not requiring registration with RBI. As a CIC, a minimum of 90% of its assets stand invested in the Bajaj group and the balance representing accumulated surpluses is invested in debt and other instruments with the sole objective of earning a reasonable rate of return whilst protecting the principal.

Review of operations

During the year under review, the business operations of the Company continued to be (i) treasury operations involving management of surplus funds invested by the Company and (ii) manufacture of die casting dies, fixtures and die casting components, primarily meant for the automobiles industry though on a very limited scale basis.

Total income of the Company during the year under review is C 22,354 lakh, as against C 21,775 lakh during the previous year. Income from investments aggregating to C 21,177 lakh represented major portion of the turnover, which during the previous year was C 19,891 lakh.

Financial Highlights

The highlights of the financial results are given below:

Particulars	FY 2024	FY 2023
Total income	22,354	21,775
Gross profit before depreciation	20,423	19,510
Depreciation	207	202
Profit before tax	20,216	19,308
Tax expenses	285	(221)
Profit for the year	19,931	19,529
Earnings per share (C)	174.4	170.9

Continued classification as a Core Investment Company

Under the Master Direction Core Investment Companies (Reserve Bank) Directions, 2016, as amended, the Company is termed as an unregistered Core Investment Company (CIC). As an unregistered CIC, the Company must invest at least 90% of its net assets in Group companies, of which at least 60% must be in equity investments. The Company did not transfer any amount to reserve during FY2024.

The Company continued to meet the conditions for being classified as a CIC, exempted from registration with Reserve Bank of India (‘RBI).

Dividend Distribution Policy

Pursuant to the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations), the Company had formulated a Dividend Distribution Policy, which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/ or retaining profits earned. The Board at its meeting held on 25 October 2021 had revised the Dividend Distribution Policy thereby enabling the Company to maintain a minimum dividend pay-out of 50% of distributable profits on stand-alone basis each year. The policy is available on the website of the Company at https://www.mahascooters.com/pdf/Dividend%20Distribution%20Policy.pdf.

As a part of the review process, the Dividend Distribution Policy was reviewed at the meeting of the Board held on 15 March 2024 and there were no changes proposed to principles, criteria or parameters set out in the dividend distribution policy, basis which dividend is recommended or declared.

Dividend

Final Dividend

The Board of Directors recommended for consideration of the members at the ensuing Annual General Meeting

(AGM) payment of final dividend of C 60 per equity share (600%) of face value of C 10 each.

Interim Dividend

The Board of Directors, at its meeting held on 15 September 2023, after taking into account its financial position as on that date, declared an interim dividend ofC 110 per equity share (1100%) of face value of C 10 for the year ended 31 March 2024. The record date fixed for the purpose of declaration of divided was 29 September 2023. The total dividend pay-out (including interim dividend) for FY2024 would be C 19,429 lakh.

The dividend declared/recommended is in accordance with the principles and criteria set out in the dividend distribution policy.

The dividend, if declared, at the ensuing AGM will be taxable in the hands of the members of the Company pursuant to Income Tax Act, 1961. For further details on taxability, please refer to Notice of AGM.

Subsidiary, associates and joint ventures

The Company neither has any subsidiary/associates nor the Company has entered into a joint venture with any company.

Directors and Key Managerial Personnel (KMP)

(i) Director liable to retire by rotation

Anish Amin (DIN: 00070679)

Anish Amin retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. Brief details of Anish Amin, who is seeking re appointment, are given in the Notice of AGM.

(ii) Change in Directorate during FY2024

Jasmine Arish Chaney (DIN: 07082359)

Based on the recommendation of the Nomination and Remuneration Committee (NRC), the Board at its meeting held on 24 April 2024, has recommended to the Members, the appointment of Jasmine Chaney, as an Independent Director, for a period of five years effective from 24 July 2024 till 23 July 2029. The proposal relating to appointment of Jasmine Chaney as an Independent Director of the Company forms a part of the Notice of AGM.

The Board is of the opinion that Jasmine Chaney is a person of integrity and possesses the requisite skills, experience and knowledge relevant to the Companys business and it would be beneficial to have her association with the Company as an Independent Director of the Company.

(iii) Changes in KMP:

There were no changes in the KMP during FY2024.

Declaration by Independent Directors

The independent directors have submitted a declaration of independence, stating that they meet the criteria of independence provided under section 149(6) of the Act, as amended and regulation 16 of the SEBI Listing Regulations, as amended.

The independent directors have also confirmed compliance with the provisions of rule 6 of Companies (Appointment and Qualifications of Directors) Rules, 2014, as amended, relating to inclusion of their name in the databank of independent directors.

The Board took on record the declaration and confirmation submitted by the independent directors regarding them meeting the prescribed criteria of independence, after undertaking due assessment of the veracity of the same in terms of the requirements of regulation 25 of the SEBI Listing Regulations.

Policy on Directors Appointment and Remuneration

Remuneration Policy

The Board on the recommendation of the NRC has framed a Remuneration Policy.

The policy, inter alia, provides

(a) the criteria for determining qualifications, positive attributes and independence of directors and (b) a policy on remuneration for directors, key managerial personnel and other employees.

The Policy is directed towards a compensation philosophy and structure that will reward and retain talent and provides for a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the Company and its goals.

The detailed Remuneration Policy is placed on the Companys website at https://www.mahascooters.com/pdf/ Remuneration%20Policy.pdf

Compliance with code of conduct

All Board members and senior management personnel have affirmed their compliance with the Companys code of conduct for FY2024.

A declaration to this effect signed by the Chief Executive Officer is included in this Annual Report.

Annual Return

A copy of the annual return as required under section 92(3) of the Act, in the prescribed form, which will be filed with the Registrar of Companies/Ministry of Corporate Affairs within the Regulatory timelines is hosted on the Companys website and can be accessed at https://www.mahascooters.com/investors.html#annualReports

Number of meetings of the Board

Six meetings of the Board were held during FY2024. Details of the meetings and attendance thereat forms part of the Corporate Governance Report.

Directors Responsibility Statement

In accordance with the provisions of Section 134(3)(c) of the Act and based on the information provided by the management, the directors state that: a) in the preparation of the annual accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departure, if any; b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period; c) they have 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; d) they have prepared the annual accounts on a going concern basis; e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls were adequate and were operating effectively; and f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Audit Committee

The Audit Committee comprises of Yogesh Shah (DIN: 00137526) as Chairman, Naresh Patni (DIN: 00045532) and Lila Poonawalla (DIN: 00074392) as other members.

During FY2024, all recommendations of the Audit Committee were accepted by the Board.

The brief terms of reference and attendance record of members are given in the ‘Corporate Governance Report.

Particulars of loans, guarantees and investments

The Company has not given any loans or provided any security. Full particulars of the investments covered under the provisions of section 186 of the Act, made by the Company are detailed in the Financial Statements attached to this Report.

Share capital

The paid-up equity share capital as on 31 March 2024 stood at C 1,143 lakh consisting of 11,428,568 shares of C 10 each. During the year under review, there was no public issue, rights issue, bonus issue or preference share issue, nor had the Company issued shares with differential voting rights or granted stock options or sweat equity.

Related party transactions

All contracts/arrangements/transactions entered by the Company during FY2024 with related parties were in compliance with the applicable provisions of the Act and SEBI Listing Regulations. Prior omnibus approval of the Audit Committee is obtained for all related party transactions which are of foreseen and repetitive nature as well as for transactions which are not foreseen and details of which are not available, upto the limits as specified in the SEBI Listing Regulations. Pursuant to the said omnibus approval, details of transaction entered into are also reviewed by the Audit Committee on a quarterly basis.

All related party transactions entered during FY2024 were on arms length basis and in the ordinary course of business of the Company under the Act and not material under the SEBI Listing Regulations. None of the transactions required members prior approval under the Act or SEBI Listing Regulations.

Details of transactions with related parties during FY2024 are provided in the notes to the financial statements. There were no material related party transactions requiring disclosure as per the Act. Hence, the prescribed Form AOC 2 does not form a part of this report.

The Policy on Materiality of and Dealing with Related Party Transactions is placed on the Companys website at https://www.mahascooters.com/pdf/Policy%20on%20Materiality%20of%20and%20dealing%20with%20 Related%20Party%20Transactions.pdf

Material changes and commitments

There have been no material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year of the Company and the date of this Report.

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

Details pursuant to Rule 8(3) of the Companies (Accounts) Rules, 2014

Conservation of energy	Replacement of LED Lamps in the factory has contributed in saving of electricity. This has helped in availing maximum rebate in electricity bills.
Technology absorption	No expenditure was incurred by the Company attributable to technology absorption during the year.
Foreign exchange earnings and Outgo	No foreign exchange was earned by the Company during the year, while the outgo was C 6 lakh.

Corporate Social Responsibility (CSR)

Considering the CSR spend of the Company not exceeding fifty lakh rupees in FY2024, the Company was not required to constitute a CSR committee and the functions of the CSR Committee were being discharged by the Board.

Detailed information on CSR Policy, its salient features and CSR initiatives undertaken during the year forms part of ‘Annual Report on CSR activities which is annexed to this Report. The policy has been hosted on the website of the Company at https://www.mahascooters.com/pdf/CSR%20Policy.pdf The Chief Financial Officer has certified that the funds disbursed have been utilized for the purpose and in the manner approved by the Board for FY2024.

During FY2025, the CSR spend would be in excess of C 50 lakh. Accordingly, the Board at its meeting held on 24 April 2024 has again constituted the CSR Committee with Yogesh Shah as Chairman and Sanjiv Bajaj and V Rajagopalan as Members of the Committee.

Formal Annual Evaluation of the performance of the Board, its Committees and Directors

Pursuant to Section 178 of the Act, the NRC and the Board has decided that the evaluation shall be carried out by the Board only and the NRC will only review its implementation and compliance.

Further as per Schedule IV of the Act and provisions of SEBI Listing Regulations, the performance evaluation of

Independent Directors shall be done by the entire Board of Directors excluding the Director being evaluated, on the basis of performance and fulfillment of criteria of independence and their independence from management.

On the basis of the report of the performance evaluation, it shall be determined whether to extend or continue the term of appointment of Independent Director.

Further, the Board at its meeting held on 25 January 2024, while reviewing the criteria for evaluation, had approved providing for an additional option to the directors for making qualitative assessment on the expectations from other Directors on the Board and Committee processes. The additional option provided to the directors were purely voluntary on the part of directors.

Accordingly, the Board has carried out an annual performance evaluation of its own performance, that of its

Committees, Chairman and individual Directors.

The manner in which formal annual evaluation of performance was carried out by the Board for the period from 1 January 2023 to 31 December 2023 is given below:

• The NRC at its meeting held on 15 March 2024, reviewed the criteria for evaluation of the Board, its

Committees, Chairman and individual directors, which is available on the website of the Company at https:// www.mahascooters.com/pdf/Board%20Evaluation%20Criteria.pdf

• Based on the said criteria, a questionnaire-cum-rating sheet was deployed using an IT platform for seeking feedback of the directors with regards to the performance of the Board, its Committees, the Chairperson and individual directors. As advised by the NRC and Board, an option for qualitative feedback was introduced. Further, the management was advised to benchmark the processes and criteria with best practices in vogue.

• From the individual ratings received from the directors, a report on summary of ratings in respect of performance evaluation of the Board, its Committees, Chairperson and individual directors for the period from 1 January 2023 to 31 December 2023 and a consolidated report thereof was arrived at.

• The report of performance evaluation so arrived at was then noted and discussed by the Board at its meeting held on 15 March 2024.

• The NRC reviewed the implementation and compliance of the performance evaluation at its meeting held on

15 March 2024.

• During FY2024, the criteria and process followed by the Company was reviewed by the NRC and the Board, which opined to be in compliant with the applicable provisions and found to be satisfactory.

Other than the Chairman of the Board and NRC, no other director had access to the individual ratings given by the directors.

Significant and Material Orders passed by the Regulators or court

During FY2024, there were no significant or material orders passed by any regulator or court or tribunal impacting the going concern status and Companys operations in future.

Internal Audit

The internal audit function provides an independent view to its Board of Directors, the Audit Committee and

Senior Management on the quality and effectiveness of the internal controls, risk management, governance systems and processes.

At the beginning of each financial year, an audit plan is rolled out after the same has been approved by Audit Committee.

The Audit Committee on a quarterly basis reviews the internal audit reports. The Committee also reviews adequacy and effectiveness of internal controls based on such reports. Significant audit observations, corrective and preventive actions thereon are presented to the Audit Committee on a quarterly basis.

Risk Management

Managing risk is fundamental to any business in general and in particular to financial services industry. Considering the nature of business of MSL, i.e., investments in securities of group companies for a long-term horizon, the risk perceived is low. However, risks arising out of businesses of the group companies are the key risks of the Company. MSL has a risk governance framework in place which provides an integrated approach for identifying, monitoring and mitigating risks associated with its business.

Key risks exposure of MSL includes market risk, credit risk, governance risk, reputation risk and compliance risk. The Risk Management Committee of the Board, assists the Board in monitoring various risks, review and analysis of risk exposures and mitigation plans related to the Company.

A Risk Management Policy has been adopted by the Board of Directors which, inter alia, sets out risk strategy, approach and mitigation plans, liquidity risk management and asset liability management.

The group companies have their own risk management frameworks in line with their strategic business operations as appropriate to the industry in which they operate. Business operations of each of the group companies, the risks faced by them and the risk mitigation tools followed by them are reviewed periodically by the Risk Management Committees and the Boards of the respective group companies.

The details of meetings of Risk Management Committee of the Company and the members who attended the same are mentioned in the Corporate Governance Report.

Internal financial controls

The Company has in place adequate financial controls commensurate with its size, scale and complexity of operations with reference to its financial statements. Internal financial controls of the Company are also similarly commensurate. These have been designed to provide reasonable assurance about recording and providing reliable financials information, ensuring integrity in conducting business, accuracy and completeness in maintaining accounting records and prevention and detection of frauds and errors.

The Board is of the opinion that internal financial controls with reference to the financial statements were tested and reported adequate and operating effectively.

Whistle blower policy/vigil mechanism

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the requirements of the section 177(9) of the Act and regulation 22 of the SEBI Listing Regulations. The whistle blower framework has been introduced with an aim to provide employees and directors with a safe and confidential channel to share their inputs about such aspects which are adversely impacting their work environment. The Policy/Vigil

Mechanism enables directors, employees and other persons to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companys Code of Conduct or ethics policy and leak or suspected leak of unpublished price sensitive information.

During FY2024, there were no complaints received under the above mechanism nor was any employee denied access to the Audit Committee. The Audit committee reviews the functioning of the vigil mechanism/whistle blower policy once a year.

The whistle blower policy is uploaded on the website of the Company and can be accessed at https://www.mahascooters.com/pdf/Whistle%20Blower%20Policy.pdf

Corporate Governance

In terms of SEBI Listing Regulations, a separate section titled ‘Corporate Governance has been included in this Annual Report, along with the reports on Management Discussion and Analysis and General

Shareholder Information.

The Chief Executive Officer and the Chief Financial Officer have certified to the Board with regard to the statements and other matters as specified in the SEBI Listing Regulations.

A Certificate from the statutory auditors of the Company regarding compliance of conditions of corporate governance is annexed to this Report.

Business Responsibility and Sustainability Reporting

Pursuant to amendment in SEBI Listing Regulations, top 1000 listed entities based on market capitalisation are required to submit a Business Responsibility and Sustainability Report (‘BRSR) with effect from FY2023. Accordingly, the Company, being one of the top 1000 listed entity, has adopted a policy on BRSR.

A detailed BRSR in the format prescribed by SEBI describing various initiatives, actions and process of the Company towards the ESG endeavor forms the part of Annual Report and has also been hosted on Companys website at https://www.mahascooters.com/investors.html#annualReports

Secretarial Standards of ICSI

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) read with the MCA Circulars.

Auditors and Auditors Report

Statutory Auditors

Pursuant to the provisions of section 139 of the Act and based on the recommendations of the Audit

Committee and Board of Directors, the members at the AGM of the Company held on 25 July 2022 had appointed KKC & Associates LLP, Chartered Accountants (Firm Registration No.105146W/ W100621) as the

Statutory Auditors of the Company, from the conclusion of 47^th AGM till the conclusion of 52^nd AGM, covering a term of five consecutive years.

The statutory audit report given by KKC & Associates LLP, for FY2024 does not contain any qualification, reservation, adverse remark or disclaimer made by the Statutory Auditors.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Act and Rules made thereunder, the Company has re-appointed, Shyamprasad D Limaye, Practising Company Secretary (FCS No. 1587, CP No. 572) to undertake the secretarial audit of the Company, for FY2024. Secretarial audit report for FY2024 as issued by him in the prescribed form MR-3 is annexed to this Report.

The said secretarial audit report does not contain any qualification, reservation, adverse remark or disclaimer made by the secretarial auditor.

Pursuant to Regulation 24A(2) of SEBI Listing Regulations, a report on secretarial compliance for FY2024 has been issued by Shyamprasad D Limaye and the same will be submitted with the stock exchanges within the given timeframe. The report will be made available on the website of the Company at https://www. mahascooters.com/investors.html#stockExchange There are no observations, reservations or qualifications or adverse remark in any of the aforesaid report. The auditors i.e. statutory auditors and secretarial auditors have not reported any matter under section 143(12) of the Act, and therefore, no detail is required to be disclosed under section 134(3)(ca) of the Act.

Voluntary Separation Scheme for daily rated Workmen and Staff

With a view to rationalise the existing operations and manpower at its Satara factory, considering lower demand for its products and increased competition, the Board at its meeting held on 24 April 2024 has approved a

Voluntary Separation Scheme for daily rated Workmen and Staff. The Scheme will be open from 2 May 2024 to 20 May 2024. The Status of implementation of the aforesaid VSS along-with financial impact thereof will be informed in due course of time.

Statutory disclosures

• The financial results of the Company are placed on the Companys website athttps://www.mahascooters. com/investors.html#financialResults

• Details as required under the provisions of section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, containing, inter alia, ratio of remuneration of Directors and KMP to median remuneration of employees and percentage increase in the median remuneration, to the extent applicable are annexed to this Report.

• Details as required under the provisions of section 197(12) of the Act read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, which form part of the Directors Report, will be made available to any member by way of e-mail, as per provisions of section 136(1) of the said Act.

• The provisions of section 148 of the Act, are not applicable to the Company. Accordingly, there is no requirement of maintenance of cost records as specified under sub-section (1) of section 148 of the Act.

• The Company has a policy on prevention of sexual harassment at the workplace. The Company has also constituted an Internal Complaints Committee as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There was no case reported under this Act during the year under review.

• There is no change in the nature of business of the Company during FY2024.

• Neither any application was made, nor any proceeding is pending under the Insolvency and Bankruptcy Code,

2016 against the Company.

• The Company has not accepted any fixed deposits no amount of principal and interest were outstanding as on 31 March 2024.

• During FY2024, the Company had not borrowed any funds from any banks or Financial Institutions.

• No binding agreements were entered into by the Company with the Promoters/ Promoter group/ other persons mentioned in clause 5A of Part A of Schedule III of the SEBI Listing Regulations during FY2024.

Industrial relations

During the year under review, the industrial relations remained cordial.

On behalf of the Board of Directors

Sanjiv Bajaj

Chairman

DIN: 00014615

Pune: 24 April 2024