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Greaves Cotton Ltd Industry :  Engines
BSE Code
501455
ISIN Demat
INE224A01026
Book Value (Rs)
62.5096203
NSE Symbol
GREAVESCOT
Divident Yield %
0.98
Market Cap
(Rs In Cr.)
4,722
P/E (TTM)
25.11
EPS (TTM)
8.08
Face Value
(Rs)
2

To

The Members,

The Directors have pleasure in presenting the 106th 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 31st March 2025.

FINANCIAL HIGHLIGHTS

(Rs. in Crore)

Consolidated Standalone

Particulars

Year Ended 31st March 2025 Year Ended 31st March 2024 Year Ended 31st March 2025 Year Ended 31st March 2024
Total Revenue 2973.10 2697.95 2027.40 1,816.88
Profit Before Tax and Exceptional items 70.63 62.63 252.03 227.02
(Expense) / Income on Exceptional Items 1.87 (334.83) (2.05) 138.70
Profit / (Loss) Before Tax 72.50 (273.10) 249.98 365.72
Less: Tax expense 78.78 94.17 64.11 81.36
Profit / (Loss) for the year (6.28) (367.27)* 185.87 284.36
Total Comprehensive Income / (Loss) for the year (5.83) (367.87) 185.84 284.19
Dividend paid and Tax on Dividend 46.50 20.88 46.50 20.88
Balance of the Profit carried forward 946.54 977.50 1006.66 867.32

* includes share in loss of an associate amounting to '090 Crore.

REVIEW OF OPERATIONS AND STATE OF AFFAIRS

The Company's performance and outlook of each business 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(s) or Board's Report ("Report") in respect of any of the three preceding Financial Years either voluntarily or pursuant to any order of a judicial authority.

STRATEGIC DEVELOPMENTS Initial Public Offering

On 23rd December 2024, Greaves Electric Mobility Limited (Formerly known as Greaves Electric Mobility Private Limited) ("GEML"), a material subsidiary of the Company, filed a Draft Red Herring Prospectus ("DRHP") with the Securities and Exchange Board of India ("SEBI"), BSE Limited and National Stock Exchange of India Limited in connection with the proposed Initial Public Offering ("IPO") of equity shares of face value of Rs. 1 each, comprising of a fresh issue of such number of Equity Shares aggregating up to Rs. 10,000 million and an offer for sale of up to 5,10,00,000 Equity Shares by the Company and up to 13,83,98,200 Equity Shares by Abdul Latif Jameel Green Mobility Solutions DMCC. In Principle approvals of BSE Limited and National Stock

Exchange of India Limited on the DRHP were received on 17th February 2025.

Further, the Shareholders of the Company, by way of a Special Resolution passed through postal ballot on 23rd March 2025, approved a potential dilution of the Company's shareholding in GEML to 50% or below. This approval pertains to participation in the proposed IPO of equity shares of face value of Rs. 1 each of GEML, whether through an offer for sale or otherwise, in accordance with Regulation 24(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations"), and was passed as an enabling resolution.

Acquisition

The Company has acquired approximately 10% shareholding in Excel Controlinkage Private Limited ("Excel"), material subsidiary of the Company, on 13th August 2024 thereby increasing its holding to 70% in Excel. The said acquisition was in accordance with the definitive agreements dated 6th April 2023.

Further Investment

On 5th September 2024, GEML, the material subsidiary of the Company, completed a rights issue. The issue was subscribed by the Company and Abdul Latif Jameel Green Mobility Solutions DMCC, with investments of Rs. 50.53 Crore and Rs. 29.47 Crore, respectively.

On 12th August 2024, and 22nd November 2024, Greaves Financial Limited, wholly owned subsidiary of the Company, completed two tranches of rights issue. Both the issues were subscribed by the Company with investments of approximately Rs. 38.00 Crore and Rs. 25.00 Crore, respectively.

NATURE OF BUSINESS

Greaves is one of the leading and diversified engineering Company in India with a rich legacy and brand trust of over 165 years impacting more than millions every day. The Company operates in multiple segments, namely Automotive, Non-Automotive, Aftermarket, Retail, Electric Mobility (Ampere Electric for electric scooters and other electric industrial products and e-rickshaws), Finance and Technologies. With a rich legacy and brand trust of over 165 years, Greaves is dedicated to transforming the sustainable, cleantech, and green mobility landscape through innovative technologies, aiming to benefit a billion lives by 2030. 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 six state-of- the-art manufacturing facilities in the country, which create world-class products and solutions. The Company's retailing network comprises of approximately over 250 distributors, 10,000 retailers and 21,000 mechanics spread across more than 25 states and union territories. 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 31st March 2025 stood at Rs. 75,00,00,000 (Rupees Seventy-Five Crore Only) divided into 37,50,00,000 (Thirty-Seven Crore Fifty Lakh) equity shares of face value 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.

Issued, subscribed and paid-up:

The issued, subscribed and paid-up share capital of the Company as on 31st March 2025 stood at Rs. 46,49,63,172 (Rupees Forty-Six Crore Forty-Nine Lakhs Sixty-Three Thousand One Hundred and Seventy-Two Only) divided into 23,24,81,586 (Twenty-Three Crore Twenty-Four Lakhs Eighty-One Thousand Five Hundred and Eighty-Six) equity shares of face value of Rs. 2 each (Rupees Two Only).

During the Financial Year, the issued, subscribed and paid-up share capital of the Company increased pursuant to the allotment of 4,81,617 (Four Lakh Eighty-One Thousand Six Hundred and Seventeen) equity shares of face value of Rs. 2 each (Rupees Two only), aggregating to '9,63,234 (Rupees Nine Lakh Sixty-Three Thousand Two Hundred and Thirty-Four Only), upon the exercise of stock options by eligible employees under the ‘Greaves Cotton- Employees Stock Option Plan 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, Rs. 0.07 Crore was transferred to reserves on account of lapse of stock options issued under the ESOP Scheme.

DIVIDEND

In accordance with Regulation 43A of the Listing Regulations, the Company has adopted a Dividend Distribution Policy. This policy outlines the key parameters and circumstances to be considered by the Board of Directors while determining the declaration of dividend to shareholders. As per the policy, the Board of Directors have recommended a dividend of Rs. 2 per share (100%) on face value of Rs. 2 per share for the Financial Year ended on 31st March 2025. The dividend if approved by the shareholders at the ensuing Annual General Meeting ("AGM") will result in an outflow of approximately Rs. 46.56 Crore and at a pay-out ratio of 25.05 % of standalone profits of the Company.

The said Policy is available on the Company's 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. Accordingly, no principal or interest was outstanding as on 31st March 2025.

REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on 31st March 2025, the Company has six subsidiaries. The Company does not have any joint venture/associate company within the meaning of Section 2(6) of the Act.

During the year under review, the details of performance of the subsidiary companies are as follows:

Greaves Finance Limited ("GFL")

GFL, a wholly owned subsidiary of the Company, is a non-banking financial company engaged in the business of Retail Vehicle Financing and provides lending and related solutions to prospective purchasers of electric 2-wheeler & 3-wheeler vehicles. It also offers lease financing options to the last-mile delivery and service aggregators.

GFL reported total revenue of Rs. 18.17 Crore and loss of Rs. 7.99 Crore as against total revenue of Rs. 6.09 Crore and loss of Rs. 14.43 Crore in the previous Financial Year.

GFL is also registered as a corporate agent under IRDAI (Registration of Corporate Agents) Regulations, 2015 for the purpose of undertaking Composite Corporate Insurance Agency business.

Greaves Technologies Limited ("GTL")

GTL, a wholly owned subsidiary of the Company, is engaged in the business of providing engineering services to the OEMs for development and maintenance of engines, plant and machinery and equipment of every description. GTL reported total revenue of Rs. 46.04 Crore and loss of Rs. 1.61 Crore as against total revenue of Rs. 34.79 Crore and loss of Rs. 1.59 Crore in the previous Financial Year.

Greaves Technologies Inc ("GTI")

GTI, a wholly owned subsidiary of Greaves Technologies Limited, incorporated in USA, has been voluntarily dissolved with effect from 28th February 2025. The dissolution was undertaken with the objective of simplifying operations, improve overall corporate performance and rationalising overall group structure. This dissolution is not expected to have any impact on the revenue or business operations of the Company.

GTI reported total revenue of Rs. 0.45 Crore and loss of Rs. 0.06 Crore as against total revenue of Rs. 0.29 Crore and loss of Rs. 0.06 Crore in the previous Financial Year.

Excel Controlinkage Private Limited ("Excel")

Excel, a material subsidiary of the Company, is engaged in the business of manufacturing of mechanical and electronic motion control systems with integrated capability to manufacture push pull cables, levers & sensors. Excel reported total revenue of Rs. 272.24 Crore and profit of Rs. 56.75 Crore as against total revenue of Rs. 265.73 Crore and profit of Rs. 59.95 Crore in the previous Financial Year.

Greaves Electric Mobility Limited ("GEML")

GEML, a material subsidiary of the Company, is engaged in the business of designing and manufacturing of electric vehicles. GEML reported total revenue of Rs. 471.90 Crore and loss of Rs. 174.11 Crore as against total revenue of Rs. 466.35 Crore and loss of Rs. 641.56 Crore in the previous Financial Year.

Bestway Agencies Private Limited ("Bestway")

Bestway, a wholly owned subsidiary of GEML, is engaged in the business of manufacturing and supply of ELE brand E-Rickshaw and E-3Wheeler parts. Bestway reported total revenue of Rs. 72.76 Crore and loss of '20.86 Crore as against total revenue of Rs. 95.09 Crore and loss of Rs. 19.36 Crore in the previous Financial Year.

MLR Auto Limited ("MLR")

MLR, a subsidiary of GEML, is engaged 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 reported total revenue of Rs. 142.31 Crore and loss of Rs. 37.79 Crore as against total revenue of Rs. 86.50 Crore and loss of Rs. 25.91 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 2024-25 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. A detailed report on Corporate Governance for the Financial Year ended 31st March 2025 along with the Practising Company Secretary's certificate on compliance with the provisions of Corporate Governance under the Listing Regulations, forms 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 the 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 Company's Code of Conduct by the Directors and Senior Management, for the Financial Year 2024-25, as required under Schedule V of the Listing Regulations, forms part of this Annual Report.

ENVIRONMENT, HEALTH AND SAFETY

The Company's 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 to 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 mishaps or accidents at the workplace. The Company takes various steps to promote environment, health and safety measures across the Company, which, inter alia, includes:

Health, Safety and Environment (HSE) Initiatives A. Workplace Safety Initiatives

1. Initiated a monthly safety training calendar covering various topics under safety, health & environment for all the plant employees.

2. Introduced visitor safety guideline card, handed out at the gate to ensure adherence to safety norms by all visitors.

3. Safety Data table with drop boxes implemented at shop floor for reporting of unsafe acts, unsafe conditions and near miss incidents.

4. Implemented new Accident/Incident reporting and investigation procedure to strengthen accountability and response mechanisms.

5. Published and implemented a safety manual which serves as a guide for all safety related instructions and norms to be followed for various processes in the plant.

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

7. Conducted regular safety drives and training sessions to increase employee awareness and readiness.

8. Emphasized a safety-positive culture, integrating both process and behavioural safety to aim for zero-accident targets.

9. Focused on proactive safety observations and audits including SMAT audits, internal audits, theme-based inspections, safety patrolling and fire/emergency equipment audits.

10. Safety hazards and accident-prone areas were identified through periodic Safety Management Audits.

11. Encouraged employee engagement through safety oath ceremonies and participation in competitions (poster, slogan, poem, essay) during National Safety Week.

B. Occupational Health & Well-being

1. Provided complimentary health check-up & consultation facility at reputed hospital for employees and their family members.

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

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

C. Infrastructure & Facility Improvements

1. Improved lux level on the shop floor from 250 to 500 lux, enhancing visibility and reducing eye strain, fatigue and workplace accidents.

2. Installed special flame proof lighting in the scrap yards for enhanced safety in case of any emergency.

Environmental Sustainability Initiatives

A. Emission and Energy Management

1. Installed retrofitted emission control kits for all DG sets at the plant and R&D centre in Aurangabad to ensure adherence to CPCBIV Norms.

2. Commissioned a 700 KW solar power plant at the Industrial Engines Unit, Chikalthana, Aurangabad, which is expected to generate approx. 10,02,400 units of electricity annually.

3. Transitioned admin and office lighting systems from CFL to energy-efficient LED lights at the Aurangabad location.

4. Undertook efforts to reduce carbon footprints by recycling and reusing aluminium scrap briquettes in collaboration with suppliers.

B. Water Conservation and Management

1. ETP/STP water which is treated and recycled was previously used only for gardening purpose, is now used for various purposes like washroom flushes, floor cleaning etc. so that the water again goes to ETP/STP and can be later reused. This ensures optimum usage of the water at plant.

2. Upgraded water distribution system from manual to automatic with electromagnetic flow meters which not only monitors the consumption but also ensures no water is wasted. Additionally, process wise water lines have been installed reducing the losses and ensuring optimal usage of water.

3. Constructed artificial farm lakes at the Aurangabad plant for water conservation and replenishment.

C. Digital & Green Operations

1. Deployed digital SOPs, check-sheets and reporting tools on the shop floor, promoting paperless operations.

2. Displayed Digital Environmental Monitoring Boards at all plants showing real-time environmental parameter data.

D. Waste Reduction & Eco-Friendly Packaging

1. Promoted the use of recyclable pallets for transporting finished goods.

2. Adopted moulded pulp packaging for finished components, which is both biodegradable and recyclable.

E. Afforestation & Green Belt Development

1. Celebrated World Environment Day and Earth Day through employee engagement and plantation drives.

2. Undertook afforestation using the Miyawaki plantation method, planting around 1,200 saplings at and around the Aurangabad plant.

3. Continued development of green belts around factory premises.

4. Developed a kitchen garden within the plant premises.

Awards and Recognitions received during the Financial Year

The LEU I Plant of the Company was awarded with the (i) Prestigious National Safety Council - Maharashtra Chapter Safety Award for the year 2023-2024 in two categories - Longest Accident-Free Period & Lowest Average Accident Frequency Rate; and (ii) Safe Tech Award for "Best Medical & health care facility at Workplace".

HUMAN RESOURCES

Fit for purpose capability is pivotal to an organisation's 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.

We have 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.

During the Financial Year 2024-25, we had 31 DEEP Trainees available with us. In total, we onboarded 467 Trainees under DEEP project. In addition, the Company also introduced "SWATI - Knowledge to Shine" project in the Financial Year 2024-25, aimed at empowering young women through employment linked residential diploma programs in collaboration with Symbiosis University of Applied Sciences (SUAS), Indore - 2 years Diploma in Manufacturing Automation (DMA) and 3 years Diploma in Advanced Manufacturing Excellence (DAME). The first batches commenced in August 2024 at SUAS Indore campus, enrolling 74 students in total - 18 in DMA and 56 in DAME.

Throughout the year, the relations of the Company with all its employees and trade unions remained harmonious. The payroll count of Company's permanent employees was 1079 as on 31st March 2025.

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 adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace and constituted an Internal Complaints Committee for providing redressal mechanism pertaining to any reported event of sexual harassment by employees at workplace. During the year under review, the Company did not receive any complaints pertaining to sexual harassment.

EMPLOYEES STOCK OPTION PLANS

The Company firmly believes that stock options enable the alignment of personal goals of the employees with organizational objectives by allowing their participation in the ownership of the Company. Accordingly, the Company believes in rewarding its employees, for their continuous hard work, dedication and support, which has led the Company on the growth path.

As on 31st March 2025, the Company has formulated and implemented two Employee Benefit Plans, namely:

• Greaves Cotton - Employees Stock Option Plan 2020' ("ESOP-2020").

• Greaves Cotton - Employee Stock Option Plan 2024' ("ESOP-2024")

Based on the recommendation of Nomination and Remuneration Committee ("NRC") and Board of Directors, the Shareholders of the Company through Postal Ballot notice dated 09th January 2025 had approved the adoption and implementation of ESOP-2024 for grant upto 46,49,631 stock options to the Eligible Employees of the Company.

The ESOP-2024 is distinct from the ESOP-2020 across several parameters, including, but not limited to, the introduction of a differentiated vesting structure for Group and Business CEOs in comparison to other corporate functions, a revised vesting schedule shifting from annual 25% vesting to 50% vesting every alternate year, and the incorporation of varied performance criteria such as revenue and profitability at both the business unit and Company levels. The ESOP 2020 will continue to operate for the grants made under the said Plan.

The NRC is responsible for the administration of all the aforementioned Employee Benefit Plans. There were no changes to the Employee Benefit Plans during the Financial Year.

The Plans are compliant with the provisions of Section 62 of the Act and the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 ("SBEBSE Regulations"). Details of the Plans have been provided in the standalone financial statements. The disclosure containing details of options granted, options vested, number of shares allotted upon exercise of options, etc. as required under the SBEBSE Regulations is available on the website of the Company at https://www.greavescotton.com/investors/financials.

In compliance with the requirements of the SBEBSE Regulations, a certificate from Secretarial Auditors confirming implementation of the Plans in accordance with the said regulations, will be available electronically for inspection by the Shareholders during the ensuing AGM of the Company.

DIRECTORS

Change in Executive Directors

Dr. Arup Basu (DIN: 02325890) resigned as Managing Director of the Company due to personal reasons and priorities with effect from the close of business hours on 14th April 2025.

Based on the recommendation of the NRC, the Board appointed Mr. Parag Satpute (DIN: 06872200) as the Managing Director & Group Chief Executive Officer of the Company for a period of 5 (five) consecutive years with effect from 14th April 2025, subject to the approval of shareholders and other regulatory approvals.

Change in Independent Directors

Ms. Sree Patel (DIN: 03554790) completed her second consecutive term as an Independent Director and thus retired as an Independent Director of the Company with effect from the close of business hours on 13th February 2025.

Based on the recommendation of the NRC, the Board appointed Mrs. Kavita Nair (DIN: 07771200) as an Additional Director (Non-Executive, Independent Director) of the Company for a period of 5 (five) consecutive years with effect from 23rd January 2025. The appointment was approved by the shareholders through postal ballot on 23rd March 2025.

Change in Non-Executive, Non-Independent Directors

Mr. Nagesh Basavanhalli (DIN:01886313) stepped down from the position of Vice Chairman & Non-Executive Director with effect from the close of business hours on 30th April 2025.

The Shareholders of the Company at their 105th AGM held on 08th August 2024 approved the re-appointment of Mr. Karan Thapar (DIN: 00004264) as a director liable to retire by rotation.

Retire by Rotation

In view of the changes in the composition of Board of Directors as stated above, Mr. Karan Thapar is liable to retire by rotation at the ensuing AGM and being eligible, has offered himself for re-appointment. The Board recommends re-appointment of Mr. Thapar as Director, liable to retire by rotation. The said re-appointment is subject to the approval of members at the ensuing AGM.

A brief profile of the retiring Director is furnished in the Notice of the ensuing 106th AGM.

KEY MANAGERIAL PERSONNEL

As on the date of this report, the Company has the following Key Managerial Personnel ("KMP"):

Sr. No.

Name of the KMP

Designation

1. Mr. Parag Satpute Managing Director & Group Chief Executive Officer
2. Mr. Atindra Basu Group General Counsel and Company Secretary
3. Mrs. Akhila Balachandar Chief Financial Officer

Dr. Arup Basu, Managing Director of the Company resigned with effect from 14th April 2025, and accordingly ceased to be a KMP of the Company.

Pursuant to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2024 issued by SEBI dated 12th December 2024, Mr. Atindra Basu serves as the Compliance Officer of the Company and is designated one level below the Board.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company's Independent Directors have submitted requisite declarations confirming that (i) 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; (ii) they have complied with Code of Conduct laid down under Schedule IV of the Act and the Company's Code of Conduct; and (iii) they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with impartial and unbiased judgment and without any external influence.

The Independent Directors have further confirmed that they have registered themselves with the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in accordance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 and that they continue to hold valid registration certificates.

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 31st March 2025, 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 31st March 2025 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 NRC makes recommendations to the Board regarding the appointment/re-appointment of Directors. The role of the NRC encompasses conducting a gap analysis, wherever applicable and identifying suitable candidates for Directorship. Based on the recommendation of the NRC, the Board recommends the appointment of a Director to the shareholders of the Company.

Based on the recommendation of the NRC and approval of the Board, the Company has adopted the policy on appointment and remuneration of Directors, KMPs and Senior Management and formulated the criteria for determining the qualifications, positive attributes and independence of a director. The said criteria include, inter alia, that 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, ESG and a proven track record. The said policy is available on the Company's 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 Company's 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 selects 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 details of Board and Committee composition, tenure of Directors, areas of expertise, criteria for making payments to Non-Executive 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 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 1 to this Report.

The Annual Report excluding 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 at their registered email addresses and others entitled thereto, in terms of Section 136 of the Act. Shareholders who wish to obtain a copy of the aforementioned statement may write to the Company Secretary at the Corporate Office of the Company or by sending an e-mail at investorservices@greavescotton.com, mentioning their Folio No./ DPID & Client ID.

FAMILIARISATION PROGRAMME FOR DIRECTORS

The Company follows a structured orientation programme including presentations by key personnel to familiarize the Directors with the Company's operations. Presentations made at the Board / Committee Meetings, inter alia, cover the business strategies and performance, brand architecture, budgets, factory visits, CSR activities, key risks in PESTLE format, operations of subsidiaries, update on regulatory requirements etc. where the Directors get an opportunity to interact with the Senior Management.

The Directors' Familiarisation Programme is displayed on the Company's 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, relationship with the management and Board/Committee culture and dynamics.

The Board evaluation process has been completed for Financial Year 2024-25 and the same was carried out by way of an internal assessments based on combination of a detailed questionnaires and through verbal discussions.

The Independent Directors also at their separate meeting held for the Financial Year 2024-25, met without the presence of the management and Non-Independent and Non-Executive Directors, wherein they 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 held after the meeting of the Independent Directors, the performance of the Board, its Committees, and individual directors was discussed after considering inputs from all the eligible Directors (excluding the Director being evaluated).

The Board of Directors were satisfied with the performance of the Board, its Committees and individual director 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 actions. 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 31st March 2025 are given in the Notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts, arrangements and transactions entered by the Company with related parties during Financial Year 202425 were in the ordinary course of business and on an arm's length basis and hence, do not attract the provisions of Section 188 of the Act. 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. All the approved related party transactions, reviewed by the Audit Committee on a quarterly basis.

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

The Board of Directors has formulated a Policy on dealing with Related Party Transactions, pursuant to the provisions of the Act and the Listing Regulations. The Policy includes clear threshold limits and intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and related parties. During the Financial Year, the Board of Directors had revised the Policy on dealing with Related Party Transactions in order to align the said policy with the amendments made in Regulation 23 of the Listing Regulations.

The Policy on dealing with Related Party Transactions is available on the Company's website at https:// greavescotton.com/wp-content/uploads/2023/07/Draft-RPT- Policy-12.05.2023.pdf

During the Financial Year, the Company did not enter into any material related party transactions, as defined under its Policy on dealing with Related Party Transactions. Accordingly, disclosure in the prescribed Form AOC-2 pursuant to Section 134 of the Act is not applicable.

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the Financial Year ended 31st March 2025 is available on the Company's 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 as Annexure 2 to this Board's Report.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board and its 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 such systems are adequate and operating effectively.

COMMITTEES OF THE BOARD

As on 31st March 2025, the Board had five statutory committees: Audit Committee, Nomination and

Remuneration Committee, Environmental, Social and Governance & Corporate Social Responsibility Committee ("ESG & CSR Committee"), Risk Management Committee and Stakeholders' Relationship and Share Transfer Committee.

The details pertaining to the composition of Committees and brief terms of reference of the Committees of the Board are disclosed 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 assist the Board in fulfilling its oversight responsibilities for the risk management activities of the Company. 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 ESG & CSR Committee covering the objectives, initiatives, outlay, implementation, monitoring, etc. The CSR Policy is displayed on the Company's 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 & Group CEO and the Chairperson of the ESG & CSR Committee, is given in Annexure 3 to this Board's Report.

The Company is committed to help people to live better and to make communities stronger. The focus of our CSR projects 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.

DEEP Upskilling Project:

The Company's flagship program, DEEP (Development, Education, Empowerment and Progress), was focused on upskilling and training the youth from socio-economically deprived families for better employability and earning opportunities.

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

During the year under review, Greaves along with the National Employability Enhancement Mission (NEEM) imparted training to 31 youths from underprivileged families in and around Aurangabad District through various upskilling work and empowered the local rural communities to get employment and support their families. Under DEEP upskilling project through our local NGO partner Yuvashakti Foundation, Greaves ensured Development, Education, Empowerment and Progress of the youths residing in various villages of Aurangabad District. Through this initiative, we encouraged diversity and also trained more than 45 girls so that they become economically independent. This programme was a part of skill development initiative launched by the Central government under NEEM- a program through All India Council for Technical Education.

Outcome for DEEP Training:

These DEEP trainees underwent exhaustive and comprehensive training module which was mainly focused 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.

Swati Project:

The Company has introduced another CSR initiative in Financial Year 2024-25 namely "SWATI" Project, aimed at empowering young women through skill training and employment opportunities. This initiative titled "SWATI Program - Knowledge to Shine" is designed to provide employment-linked diploma programs in collaboration with Symbiosis University of Applied Sciences (SUAS), Indore. The two programs are open to girls from underprivileged background who have completed 10th grade and 12th grade (Science with Mathematics) respectively. It offers two residential diploma courses: Diploma in Manufacturing Automation (DMA), a two-year program for 12th (Science with Mathematics) pass students and Diploma in Advanced Manufacturing Excellence (DAME), a three-year program for 10th pass students. The first batches of both the programs have commenced in August 2024 at SUAS Indore campus, enrolling 74 students in total - 18 in DMA and 56 in DAME.

With a focus on enhancing technical skills and improving employability, the SWATI Project aims to provide structured industry-relevant education and practical training to young women, helping them build sustainable careers in the manufacturing sector. The program ensures a residential learning experience, equipping students with hands-on training and exposure to advanced manufacturing technologies. By facilitating access to quality education and skill development, the Company is promoting financial independence and self-reliance among women from marginalised communities, reinforcing its commitment to social responsibility and inclusive growth.

VIGIL MECHANISM

The Company has established a vigil mechanism through a Whistle Blower Policy, where, the Directors, Employees and Other Persons can voice their genuine concerns or grievances about any unethical or unacceptable business practice. A vigil 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 vigil mechanism available across various locations. It provides direct access to the Directors, Employees and Other Persons to approach the Compliance Officer or the Chairperson of the Audit Committee, wherever 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 Company's 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 is 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 2024-25, key controls were adequately tested and appropriate remedial 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. We also actively pursue the automation of key control, which enhances the controls in the Company. 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 31st March 2025.

STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells LLP, Chartered Accountants, (Firm Registration Number: 117366W/W-100018) will complete their second term of five consecutive years as the Statutory Auditors of the Company at the conclusion of the 106th AGM.

Based on the recommendation of Audit Committee and the approval of the Board of Directors, the appointment of Price Waterhouse Chartered Accountants LLP (Firm Registration Number: 012754N/N500016) as the Statutory Auditors of the Company is being proposed for consideration by the Members at the ensuing 106th AGM.

Their appointment is proposed for a term of five consecutive years, commencing from the conclusion of the 106th AGM until the conclusion of the 111th AGM. A brief profile of the proposed Statutory Auditors, along with the terms and conditions of their appointment, forms part of the Notice of the 106th AGM.

STATUTORY AUDITORS' REPORTS

Reports issued by the Statutory Auditors on the Standalone and Consolidated Financial Statements for the Financial Year ended 31st March 2025 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 have 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 Purwar & Purwar Associates LLP, Company Secretaries in Practice, to conduct the Secretarial Audit of the Company and to provide Annual Secretarial Compliance Report for the Financial Year ended 31st March 2025.

b. Greaves Electric Mobility Limited and Excel Controlinkage Private Limited, Material Subsidiaries of the Company, had engaged the services of M/s. SGGS & Associates for conducting the Secretarial Audit for the Financial Year ended 31st March 2025.

The Secretarial Audit Report (Form MR - 3) of the Company, GEML and Excel are attached as Annexure 4, 5 and 6 respectively to this Board's 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 Company's 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.

Based on the recommendation of Audit Committee and the approval of the Board of Directors, the appointment of Purwar

6 Purwar Associates LLP, Company Secretaries in Practice, as the Secretarial Auditors of the Company is being proposed for consideration by the Members at the ensuing AGM.

Their appointment is proposed for a term of five consecutive years, commencing from Financial Year 2025-26 to Financial Year 2029-30. A brief profile of the proposed Secretarial Auditors, along with the terms and conditions of their appointment, forms part of the Notice of ensuing AGM.

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 Financial Year ended 31st March 2024, was filed with the Central Government within the prescribed time and for the Financial Year ended 31st March 2025, the audit report will be filed within the prescribed timeline.

COST AUDITORS

Pursuant to the provisions of Section 148(3) of the Act, M/s. Dhananjay V. Joshi & Associates, Cost Accountants (Firm Registration Number: 000030), were appointed as the Cost Auditors of the Company to conduct an audit of the cost records maintained by the Company for the Financial Year ended 31st March 2025.

Based on the recommendation of Audit Committee, the Board has appointed M/s. Dhananjay V Joshi & Associates, Cost Accountants, as the Cost Auditors of the Company to conduct an audit of the cost records for the Financial Year ended 31st March 2026 at a remuneration of Rs. 9.00 Lakhs, excluding applicable taxes and out of pocket expenses. As required under Section 148(3) 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:

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

• The Company did not issue any equity shares carrying differential rights as to dividend, voting, or otherwise;

• No shares, including sweat equity shares, were issued to employees under any scheme other than the Employee Stock Option Scheme, and no shares are held in trust for the benefit of employees of the Company.

• No proceedings, whether initiated by or against the Company, were pending under the Insolvency and Bankruptcy Code, 2016 (as amended), before the National Company Law Tribunal or any other courts.

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

Place: Mumbai Chairman
Date: 30th April 2025 DIN:00004264

   

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