The Directors have pleasure in presenting the 106^th Annual Report of Greaves Cotton Limited (“the Company” or “Greaves”)
on the business and operations along with the Audited Financial Statements for the Financial Year ended 31^st March 2025.

FINANCIAL HIGHLIGHTS

* includes share in loss of an associate amounting to '0.90 Crore.

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 23^rd 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 ' 1 each, comprising of a fresh issue of such
number of Equity Shares aggregating up to ' 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
17^th February 2025.

Further, the Shareholders of the Company, by way of a Special
Resolution passed through postal ballot on 23^rd 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 ' 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 13^th August 2024 thereby
increasing its holding to 70% in Excel. The said acquisition
was in accordance with the definitive agreements dated
6^th April 2023.

Further Investment

On 5^th 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 ' 50.53 Crore
and ' 29.47 Crore, respectively.

On 12^th August 2024, and 22^nd 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 ' 38.00 Crore and ' 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 31^st
March 2025 stood at ' 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 ' 2 each
(Rupees Two Only).

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

Issued, subscribed and paid-up:

The issued, subscribed and paid-up share capital of the
Company as on 31^st March 2025 stood at ' 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 ' 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 ' 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, ' 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 ' 2 per share (100%) on face value of ' 2 per share for the
Financial Year ended on 31^st March 2025. The dividend if
approved by the shareholders at the ensuing Annual General
Meeting (“AGM”) will result in an outflow of approximately
' 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 31^st March 2025.

REPORT ON PERFORMANCE OF SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURES

As on 31^st 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 ' 18.17 Crore and loss of
' 7.99 Crore as against total revenue of ' 6.09 Crore and
loss of ' 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 ' 46.04 Crore and loss of
' 1.61 Crore as against total revenue of ' 34.79 Crore and
loss of ' 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 28^th 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 ' 0.45 Crore and loss of ' 0.06
Crore as against total revenue of ' 0.29 Crore and loss of
' 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 ' 272.24 Crore and profit of
' 56.75 Crore as against total revenue of ' 265.73 Crore and
profit of ' 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 ' 471.90 Crore
and loss of ' 174.11 Crore as against total revenue of
' 466.35 Crore and loss of ' 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 ' 72.76 Crore and loss of '20.86 Crore as against
total revenue of ' 95.09 Crore and loss of ' 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 ' 142.31 Crore and loss of ' 37.79 Crore as
against total revenue of ' 86.50 Crore and loss of ' 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 31^st 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 31^st 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 31^st 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 09^th 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
14^th 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 14^th 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 13^th 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 23^rd January 2025. The appointment was approved by
the shareholders through postal ballot on 23^rd 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 30^th April 2025.

The Shareholders of the Company at their 105^th AGM
held on 08^th 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 106^th AGM.

KEY MANAGERIAL PERSONNEL

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

Dr. Arup Basu, Managing Director of the Company resigned
with effect from 14^th 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
12^th 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 31^st 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
31^st 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 31^st 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 2024¬
25 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
31^st 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 31^st 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 10^th grade and 12^th
grade (Science with Mathematics) respectively. It offers
two residential diploma courses: Diploma in Manufacturing
Automation (DMA), a two-year program for 12^th (Science
with Mathematics) pass students and Diploma in Advanced
Manufacturing Excellence (DAME), a three-year program for
10^th 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 31^st 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 106^th 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 106^th AGM.

Their appointment is proposed for a term of five consecutive
years, commencing from the conclusion of the 106^th AGM
until the conclusion of the 111^th 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 106^th AGM.

STATUTORY AUDITORS’ REPORTS

Reports issued by the Statutory Auditors on the Standalone
and Consolidated Financial Statements for the Financial Year

ended 31^st 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 31^st 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 31^st 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 31^st March 2024, was filed with the Central
Government within the prescribed time and for the Financial
Year ended 31^st 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 31^st 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 31^st March 2026 at a remuneration of ' 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: 30^th April 2025 DIN: 00004264