To

The Members

AMARA RAJA ENERGY & MOBILITY LIMITED

(Formerly known as Amara Raja Batteries Limited)

The Board of Directors are pleased to present their report for the financial year ended March 31, 2024.

1. Summary of financial results

The Company's financial performance for the year ended March 31, 2024, is summarized below:

(Rs. in Crores)

(R) stands for Restated figures consequent to Scheme of Arrangement.

Your Company's standalone revenue from operations for the year grew to Rs. 11,260.30 crores from Rs. 10,389.71 crores last year registering a growth of 8.38%. The profit for the year was Rs. 905.86 crores as against Rs. 730.71 crores in the previous year. The Earnings Per Share (EPS) for the year stood at Rs. 49.49 per share, compared to Rs. 39.92 per share for the previous year.

The Directors propose to transfer an amount of Rs. 90.59 crores to the general reserve. An amount of Rs. 5,151.12 crores are in the retained earnings.

2. Performance review of the company:

A separate section provides a detailed analysis on performance review of the various divisions of the Company and forms an integral part of this report.

3. Name Change:

Having successfully diversified into new areas and to offer innovative solutions to meet the evolving needs of our customers and the industry encompassing diverse range of solutions and products, which includes Batteries, Energy Storage Solutions, Lithium-ion Cell Manufacturing, EV chargers, Hybrid Solutions, Lithium-ion Battery Pack Manufacturing, and exploration of New Cell Chemistries, among others, the Company has changed its name to Amara Raja Energy & Mobility Limited from Amara Raja Batteries Limited w.e.f. September 27, 2023, pursuant to approval of Central Registration Centre/ Registrar of Companies, Andhra Pradesh.

The Current name accurately represents our current business activities and future aspirations to strengthen our market position, enhance our brand value, and capitalize on new opportunities in this ever-evolving segment.

4. Dividend

The Company recommended/ declared dividend as under:

1 Final Dividend for FY24 is recommended by the Board of Directors at their meeting held on May 28, 2024, subject to the approval of the members at the 39th Annual General Meeting. The Record date for the purpose of final dividend is Thursday, July 18, 2024.

In terms of the provisions of the Income Tax Act, 1961, dividend will be taxable in the hands of the Shareholders. In terms of Regulation 43A of the Listing Regulations, please refer point 31 of this report, for weblink of the Dividend Distribution Policy.

5. Scheme of Arrangement

The Board of Directors of the Company at its meeting held on September 26, 2022, approved a Scheme of Arrangement amongst Mangal Industries Limited ("Demerged Company") and Amara Raja Energy & Mobility Limited (formerly known as Amara Raja Batteries Limited) ["the Company"] and their respective shareholders and creditors, under the provisions of Section 230 to 232 and other applicable provisions of the Companies Act, 2013 ("the Scheme"). The Scheme, inter-alia, provides for demerger of the plastic component for battery business from the Demerged Company to the Company. The Scheme has been approved by the Hon'ble jurisdictional National Company Law Tribunal vide its order dated January 10, 2024, and the same has become effective from February 1, 2024.

In view of the above-said order, the Board, on February 15, 2024, allotted equity shares to the eligible shareholders as per the share entitlement ratio, and the said shares are admitted for listing on BSE & NSE.

In view of the directions of the Hon'ble National Company Law Tribunal, the Bench at Amaravati vide its Order dated January 10, 2024, has approved the Scheme of Arrangement amongst Mangal Industries Limited (MIL) and the Company and their respective shareholders and creditors (the Scheme) under Sections 230 to 232 of the Companies Act, 2013 for the demerger of Plastic Components for the Battery Business from the MIL to the Company. The Company has restated the standalone and consolidated financials from the Appointed Date i.e., April 1, 2022.

6. Financial position

As of March 31, 2024, the net worth improved to Rs. 6,768.65 crores with the net addition of Rs. 763.01 crores to the equity during the year. There is interest-bearing debt as of March 31, 2024. The surplus cash at the year- end stood at Rs. 366.55 crores. CRISIL had re-affirmed the ratings on the Company's long-term bank loan facilities at 'CRISIL AA+/Stable' and on the short-term bank facilities at 'CRISIL A1+.''

A separate section provides a detailed analysis of the financial performance and financial position, which forms an integral part of this report.

a. Subsidiary Companies: During the year under review, the Company has four wholly owned subsidiaries. However, none of the subsidiary is a material subsidiary.

('ARBME'), Sharjah, UAE, a wholly -owned subsidiary of the Company, reported net revenue of Rs. 6.44 crores with a Profit After Tax of Rs. 1.14 crores for the financial year ended March 31, 2024.

ii. Amara Raja Circular Solutions Private Limited ('ARCS'), Andhra Pradesh, India,

a wholly-owned subsidiary of the Company, was incorporated on June 2, 2022, and reported a Profit after Tax of Rs. 0.72 crores for the financial year ended March 31, 2024. The Company is in process of setting up of a Battery Recycling Plant in Cheyyar, Tamil Nadu and the commercial operations are yet to commence.

iii. Amara Raja Advanced Cell Technologies Private Limited ('ARACT'), Telangana, India,

a wholly-owned subsidiary of the Company, was incorporated on November 29, 2022, and reported net revenue of Rs. 440.05 crores with a Profit After Tax of Rs. 17.10 crores for the financial year ended March 31, 2024. The Company is in the process of setting up a Lithium Cell Gigafactory and Battery Pack Assembly Plant in Divitipally, Telangana, and the commercial operations from these new facilities are yet to commence.

During the year under review, pursuant to approval granted by the Board of Directors at their meeting held on January 25, 2023, the Company entered into a Business Transfer Agreement with ARACT for sale/transfer of New Energy Business of the Company as a going concern on a slump sale basis dated March 1, 2023, w.e.f., June 1, 2023.

iv. Amara Raja Power Systems Limited ('ARPS'), Andhra Pradesh, India, During the year under review, Company has acquired a 100% stake in ARPS pursuant to the Share Purchase Agreement dated July 1, 2023. Accordingly, ARPS has become a wholly-owned subsidiary of the Company effective from September 29, 2023.

ARPS is currently manufacturing Industrial Chargers, Integrated Power Systems, EV Chargers for 2W and 3W applications and other energy management devices. Incorporated in 1984, it is one of the largest suppliers of integrated Power systems to Indian Railways and one of the largest Charger manufacturers for the Power control segment. It also has developed the Chargers for EV applications and is currently supplying to some OEMs. Post acquisition, ARPS reported net revenue of ? 105.38 crores with a Profit After Tax of ? 9.10 crores for the period ended March 31, 2024.

b. Consolidated Financial Statements

In accordance with the provisions of the Act, Regulation 33 of the Listing Regulations and applicable Accounting Standards, the audited consolidated financial statements of the Company for the financial year 2023-24, together with the Auditor's Report thereon, form part of this Annual Report.

Apart from the wholly owned subsidiaries mentioned above, the Company has no other subsidiaries, associates, or joint ventures. A statement showing the salient features of the financial statements of the subsidiaries, associates, and joint ventures in the prescribed Form AOC-1 is provided as Annexure I and forms an integral part of this report.

In accordance with Section 136 of the Act, the financial statements of the subsidiary companies will be made available to the Company's members on request and kept for inspection during business hours at the Company's registered office. The financial statements and all other documents required to be attached to this report and separate audited financial statements of the wholly-owned subsidiaries are available on the Company's website; please refer to point 31 of this report for weblink of the same.

During the year under review, the Company has not done any revision to the financial statements or report. There were no changes to the Company's financial statements during the last three preceding years.

8. Material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

There were no material changes and commitments affecting the Company's financial position between the end of the financial year and the date of this Report.

9. Directors and Key Managerial Personnel

During the year under review, there were no changes to the Board of Directors. In accordance with provisions of Section 152 of the Act and pursuant to Articles of Association of the Company, Mr. Harshavardhana Gourineni (DIN: 07311410), is liable to retire by rotation at the ensuing 39th Annual General Meeting and, being eligible, offers himself for re-appointment. The brief details required to be disclosed in accordance with the Listing Regulations, Act and Secretarial Standards are included in the notice of the ensuing 39th AGM forming part of this Annual Report.

Key Managerial Personnel

Pursuant to the provisions of Section 2(51) and 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the following have been designated as Key Managerial Personnel of the Company as on March 31, 2024:

• Mr. Jayadev Galla - Chairman, Managing Director & CEO

• Mr. Y Delli Babu - Chief Financial Officer

• Mr. Vikas Sabharwal - Company Secretary

No changes were made in the Directors and Key Managerial Personnel, and the Company is in compliance with the required provisions of the Act and Listing Regulations.

a. Statutory Auditors and their Report

M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No: 000513S) and M/s Deloitte Haskins & Sells LLP, Chartered Accountants (Firm Registration No: 117366W/W-100018), Joint Statutory Auditors of the Company have issued an unmodified Auditor's Report (Standalone & Consolidated) for Financial Year ended March 31, 2024, and the Joint Statutory Auditors have not reported any matter under Section 143 (12) of the Act, and therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.

M/s. Brahmayya & Co., Chartered Accountants and M/s. Deloitte Haskins & Sells LLP, Chartered Accountants were re-appointed as the Joint Statutory Auditors at the AGM held on August 7, 2020, for a term of five (5) years from the conclusion of the 35th AGM till the conclusion of the 40th AGM.

b. Cost Auditors and their Report

Pursuant to Section 148 of the Act read with the Rules framed thereunder, the cost audit records maintained by the Company in respect of its specified products are required to be audited by a Cost Auditor. The Board of Directors, on the recommendation of the Audit Committee, appointed M/s. Sagar & Associates, as Cost Auditors (Firm Registration No: 000118) to audit the Company's cost records for the financial year ending March 31, 2024, at a remuneration of Rs. 4.75 lacs plus taxes and reimbursements.

The requisite resolution for the shareholders of the Company to ratify the remuneration of the Cost Auditor has been set out in the Notice to the 39th AGM, which forms part of this Annual Report.

The Cost Audit Report for the financial year ended March 31, 2023, was duly filed with the Central Government within the due date and the Company has maintained the Cost Records/Accounts as required under Section 148 of the Act and there were no adverse observations or remarks in the said report.

During the year under review, the Cost Auditors have not reported any matter under Section 143(12) of the Act. Therefore, no details are required to be disclosed under Section 134 (3) (ca) of the Act.

c. Secretarial Auditors and their report

Pursuant to the provisions of Section 204 of the Act, Regulation 24A of the Listing Regulations and rules framed thereunder, the Board of Directors, on the recommendation of the Audit Committee, appointed M/s. R. Sridharan & Associates, (Firm Registration No: S2003TN063400) Company Secretaries to undertake the Secretarial Audit of the Company and issue Annual Secretarial Compliance Report.

The Secretarial Audit Report issued by M/s. R. Sridharan & Associates, Company Secretaries for the financial year ended March 31, 2024, in Form MR-3, provided as Annexure II, forms part of this report. The report does not contain any qualifications, reservations or adverse remarks.

The Annual Secretarial Compliance Report was issued by M/s. R. Sridharan & Associates, Company Secretaries for the financial year ended March 31, 2024, in the format prescribed by SEBI. The report does not contain any qualifications, reservations, or adverse remarks.

During the year under review, the Secretarial Auditors have not reported any matter under Section 143(12) of the Act. Therefore, no details are required to be disclosed under Section 134 (3) (ca) of the Act.

d. Internal Auditors

The Company regularly monitors the effectiveness of the internal control systems. Independent professional services of M/s. E Phalguna Kumar & Co., Chartered Accountants (Firm Registration No: 002644S), have been availed by the Company to audit specific locations and processes including the adequacy and effectiveness of the company's internal control systems as well as the periodical results of its review of the Company's operations as per an internal audit plan duly approved.

The recommendations of the Internal Auditors on improvements in the operating procedures and control systems for strengthening the operating procedures were also presented periodically to the Audit Committee.

During the year under review, the Internal Auditors have not reported any matter under Section 143(12) of the Act. Therefore, no details are required to be disclosed under Section 134 (3) (ca) of the Act.

a. Independent Directors and their Declaration of independence:

The Board of Directors of the Company comprises an optimum number of Independent Directors. Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

Mr. N Sri Vishnu Raju (DIN: 00025063);

Mr. Rs. R Narayanaswamy (DIN: 01143563);

Ms. Bhairavi Tushar Jani (DIN: 00185929); &

Mr. Annush Ramasamy (DIN: 01810872)

Each Independent Director has confirmed to the Company that he or she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as an Independent Director during the year under review, which had been considered and taken on record by the Board.

All the Independent Directors are registered for a lifetime in the database maintained by the Indian Institute of Corporate Affairs (IICA) and a declaration in this regard was received from each of them.

In the opinion of the Board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

b. Number of Meetings of the Board

During the year, five (5) meetings of the Company's Board of Directors were convened and held in accordance with the provisions of the Act. In addition, an annual Board retreat was held to discuss StratAlign (Strategic Alignment) focusing on segment-wise objectives and target plans for each business (i.e., Automotive (Domestic & International), Industrial and New Energy Business), understanding market trends in comparison with the Company's plans and strategic initiatives, exploring various initiatives and development plans, etc. The date(s) of the Board Meetings and attendance by the directors are given in the Corporate Governance Report, which forms part of this annual report. The maximum time gap between any two consecutive meetings was within the period prescribed under the Act and Listing Regulations.

c. Committees of the Board

In compliance with the provisions of Sections 135, 177, 178 or other applicable provisions of the Act and Listing Regulations, the Board constituted the following sub-committees

i. Audit Committee

ii. Corporate Social Responsibility Committee

iii. Nomination and Remuneration Committee

iv. Stakeholders Relationship Committee

v. Risk Management Committee &

vi. Loan & Investment Committee.

The details of the Committees' composition, brief terms of reference, meetings, and members' attendance form an integral part of the Corporate Governance Report. During the year under review, the Board has accepted all the recommendations/ submissions of the Committee(s).

d. Nomination and Remuneration Policy

The Board, on the recommendation of the Nomination and Remuneration Committee, has framed a policy for the selection and appointment of Directors and Senior Management Personnel and their remuneration. Please refer to point 31 for weblink to the Nomination and Remuneration Policy adopted by the Board.

e. Evaluation of the Board's performance

As per the provisions of the Act and Regulation 17(10) of the Listing Regulations, the performance of the board, its committees, and members was evaluated. The details of this evaluation form an integral part of the Corporate Governance Report.

12. Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, including any statutory modifications or re-enactments thereof for the time being in force, the Board of Directors of the Company confirm, to the best of their knowledge and belief, that in the preparation of annual financial statements for the financial year ended March 31, 2024:

i. applicable accounting standards and Schedule III of the Act have been followed;

ii. appropriate accounting policies have been selected and applied consistently and such judgements and estimates that are reasonable and prudent have been made so as to give a true and fair view of the state of affairs of the Company as of March 31,2024, and of the profit of the Company for the financial year ended March 31, 2024;

iii. proper and sufficient care has been taken 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. To ensure this, the Company has established internal control systems, consistent with its size and nature of operations, subject to the inherent limitations that should be recognized in weighing the assurance provided by any such system of internal controls. These systems are reviewed and updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable assurance of compliance with these systems. The audit committee meets at regular intervals to review the internal audit function;

iv. financial statements have been prepared on a going concern basis;

v. proper internal financial controls are in place and that such internal financial controls were adequate and were operating effectively;

vi. systems to ensure compliance with the provisions of all applicable laws are in place and were adequate and operating effectively.

13. Corporate Governance

The Company is committed to good Corporate Governance and best corporate practices. The report on Corporate Governance for the financial year ended March 31, 2024, pursuant to Regulation 34 of the Listing Regulations along with the Additional Shareholder's Information are provided as Annexure III forms part of this Annual Report.

A certificate regarding the compliance of conditions of corporate governance issued by M/s R. Sridharan & Associates, Company Secretaries, forms an integral part of the Corporate Governance Report.

14. Business Responsibility & Sustainability Report

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility & Sustainability Report (BRSR) initiatives taken from an environmental, social and governance perspective are disclosed in the prescribed format. BRSR is provided as Annexure IV, which forms part of this report.

15. Management discussion and analysis

This Integrated Annual Report sets out management's discussion and analysis of the provisions of

Listing Regulations.

16. Annual Return

The Annual Return pursuant to Section 92(3) read with Section 134(3)(a) of the Act is available on Company's website, please refer point 31 of this report for weblink of the same.

17. Corporate Social Responsibility (CSR)

Corporate Social Responsibility has been an integral part of the Company's culture. Through Rajanna Foundation and Amara Raja Education Society, the company has associated itself with philanthropic activities in the fields of Education, Health, Environment, and Rural Development. During the year, the Company has undertaken various CSR projects in education and rural development.

A brief outline of the CSR Policy of the Company, the CSR initiatives/activities undertaken by the Company during the year and the details of the composition of the CSR Committee are given in the Annual CSR Report provided as Annexure V, which forms part of this Annual Report. Please refer to point 31 of this report for the weblink of CSR Policy.

18. Transactions with the Related Parties

All related party transactions entered into during the financial year were on an arm's length basis and were in the ordinary course of business. During the financial year 2023-24, there were no materially significant transactions with the related parties, which might be deemed to have had a potential material conflict with the interest of the Company at large.

In line with the provisions of Section 177 of the Act read with the Companies (Meetings of the Board and its Powers) Rules, 2014, approval for the estimated value of transactions with the related parties for the financial year is obtained from the Audit Committee. The transactions with the related parties are routine and repetitive in nature.

The summary statement of transactions entered into with the related parties pursuant to the approval so granted are reviewed and approved by the Audit Committee on a quarterly basis. The summary statements are supported by an external independent report, that the transactions are at an arm's length basis and in the ordinary course of business.

The details of the Related Party Transactions pursuant to Section 134 (3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, are set out in Form AOC-2, as provided in Annexure VI, which forms part of this Annual Report.

Other than receipt of Sitting Fee/ commission, none of the Non-Executive Directors have any pecuniary relationship or transactions vis-a-vis the Company.

19. Internal Financial Controls related to financial statements

The Company has established an adequate system of internal controls commensurate with its size and the nature of its operations. The Company's internal control system covers the following aspects:

a. Financial propriety of business transactions.

b. Safeguarding the assets of the Company.

c. Compliance with prevalent statutes, regulations, management authorisation, policies and procedures.

d. Ensure optimum use of available resources.

These systems are reviewed and improved regularly. It has a budgetary control system that monitors revenue and expenditures against the approved budget on an ongoing basis.

The Audit Committee of the Board periodically reviews audit plans, observations and recommendations of the internal and external auditors, with reference to the significant risk areas and adequacy of internal controls and keeps the Board of Directors informed of its observations, if any, from time to time.

20. Risk Management

The Company has constituted a Risk Management Committee. The Corporate Governance Report details the committee's constitution.

The Company has an elaborate Risk Management framework in place, which helps identify risks and their proper mitigation and lays down the procedure for risk assessment and mitigation through a Risk Committee.

Key risks and their mitigation arising out of internal committee reviews are assessed and reported to the Risk Management Committee on a periodic basis. The major risks, including financial, operational, sectoral, sustainability (particularly ESG-related risks), information, and cyber security risks, identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

During the year, the risk assessment parameters were reviewed, and risk refresh activities were undertaken. The Risk Management Committee reviewed the elements of risk and the steps taken to mitigate them. In the opinion of the Board, there are no major elements of risk that have the potential to threaten the existence of the Company.

21. Whistle Blower Policy /Vigil Mechanism

The Company has established a Whistle Blower Policy/ Vigil Mechanism to provide an avenue to raise concerns. The mechanism provides adequate safeguards against the victimization of employees who avail of it and the appointment of an Ombudsperson who will deal with the complaints received. The policy also lays down the process to be followed for dealing with the complaints and in exceptional cases, provides for direct appeal to the Chairperson of the Audit Committee. The Whistle Blower Policy established by the Board is available on the Company's website, please refer point 31 of this report for weblink of the same.

22. Health, Safety and Environmental protection (HSE)

Given the nature of its operations, the Company places utmost importance on employee health and safety. The Company believes that "a safe and healthy workplace not only protects employees from injury and illness, it elevates the employee morale." The Company continues to be certified under ISO 14001:2015 and ISO 45001:2018 for its environmental management systems and occupational health and safety management systems, respectively.

All the manufacturing plants continue to be certified under ISO 50001:2018 for their energy management systems, which helps the Company to institutionalize the system requirements and conserve energy.

23. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace

The Company has a policy to prevent sexual harassment. It has constituted an Internal Committee in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013, and Rules made thereunder. During the year, no complaint was received by the Committee. As of March 31, 2024, there were no outstanding complaints. The Company conducts the required workshops and awareness programmes during induction and regular training sessions.

a. Share Capital

The paid-up equity share capital of the Company as of March 31, 2024, stood at Rs. 18.30 crores, comprising 18,30,25,364 equity shares of Rs. 1 each.

Pursuant to Scheme of Arrangement amongst Mangal Industries Limited (Demerged Company) and the Company and their respective Shareholders and Creditors, 1,22,12,864 fully paid-up equity shares of the face value of Rs. 1/- each were allotted to the equity shareholders of the Demerged Company (Record Date i.e. February 02, 2024).

As of March 31, 2024, RNGalla Family Private Limited, Promoter, holds 6,01,45,316 equity shares of Rs. 1 each, constituting 32.86% of the Company's paid- up share capital.

The Equity Shares of the Company are listed on the NSE and BSE. The annual listing fees for the years 2023 & 2024 have been paid to these Stock Exchanges.

b. Particulars of loans, guarantees and investments

The details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 as of March 31, 2024, are given in Notes to the standalone financial statements of the Company.

c. Deposits from Public

The Company has not accepted any deposits from the public falling within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as on March 31, 2024.

d. Reporting of Frauds

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made thereunder.

e. Significant and material orders passed by Regulators or Courts

During the year under review, no significant and material orders were passed by the Regulators, Courts, or Tribunals impacting the Company's going concern status and operations.

During April 2021, the Company received closure orders dated April 30, 2021, from the Andhra Pradesh Pollution Control Board (APPCB), for the Company's Plants situated at Karakambadi, Tirupati and Nunegundlapalli village, Chittoor District, Andhra Pradesh. The Hon'ble High Court of Andhra Pradesh has granted an interim suspension of said orders of APPCB until further orders. In compliance with the orders issued by the Hon'ble High Court of Andhra Pradesh, the Company is committed to working closely with APPCB officials for a satisfactory resolution of the matter in the interest of all stakeholders. The Company has always placed its highest priority on the environment and on the health and safety of its workforce and communities around it.

Apart from the above, there are no significant and/or material orders passed by the Regulators or Courts that would impact the Company's going concern status and future operations.

f. Compliance with Secretarial Standards

During the year under review, the Company has complied with the Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government.

g. Investor Education and Protection Fund (IEPF)

Section 124 of the Act read with Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, mandates the companies to transfer dividends that has remained unclaimed for a period of seven years from the unpaid dividend account to the Investor Education and Protection Fund. Further, the Rules mandate that the shares on which dividend remains unpaid or unclaimed for seven consecutive years or more be transferred to the Demat account of the IEPF Authority.

The details relating to the amount of unclaimed dividend transferred to the IEPF and the shares transferred to the Demat account of the IEPF Authority during the year are provided in the Corporate Governance Report, which forms part of this Annual Report.

Shareholders are requested to ensure their dividends are encashed on time. In case of non-encashment of dividends, shareholders are advised to approach the Company or RTA to claim their unclaimed dividends.

h. Particulars of conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as per Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, are annexed hereto as Annexure VII, which forms part of this report.

i. Particulars of Employees and Remuneration

The information required pursuant to Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto as Annexure

VIII, which forms part of this report.

A statement showing names and other particulars of the top ten employees and employees drawing remuneration in excess of the limits prescribed under Rule 5(2) of the said rules is provided in Annexure

IX. However, as per the provisions of Section 136(1) of the Act, the annual report is being sent to all the members excluding the aforesaid statement. The statement is available for inspection at the registered office of the Company during working hours up to the date of the 39th AGM.

25. Familiarisation Programme for Directors

In addition to giving a formal appointment letter to the newly appointed Director on the Board, a detailed induction plan covering the role, function, duties, responsibilities and the details of compliance requirements expected from the Director under the Act and relevant Regulations of Listing Regulations are given and explained to a new Director.

Pursuant to Regulation 25(7) of Listing Regulations, details of the familiarization programme for Directors are included in the Corporate Governance Report. Please refer to point 31 of this report for the weblink of the same.

26. Other Statutory Disclosures

No disclosure or reporting is required with respect to the following items as there were no transactions related to these items, during the year under review:

o Issue of equity shares with differential rights as to dividend, voting or otherwise.

o Issue of sweat equity shares or any other securities.

o Provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

o Employee Stock Options/Plans

o No Shares are held in trust for the benefit of employees where the voting rights are not exercised directly by the employees.

o There were no instances of failure of implementation of Corporate Actions.

o There are no applications made or proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016.

o The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

27. Awards and Recognitions

During the year under review, following awards and recognitions were achieved by the Company.

Operational Excellence Awards: TPM

• Achieved JIPM Excellence in "Consistent TPM Commitment Award" for ABD1 & SBD1 Plants

• Achieved JIPM TPM "Excellence, Category A Award" for LVRLA & MVRLA Plants

• Achieved ABK AOTS DOSAKAI "5S SUSTENANCE LEVEL 2" Award

Continuous Improvement Awards:

• Won 94 GOLDs & 5 SILVERS in State-Level Quality Circle Competitions (CCQC) held at Tirupati, Andhra Pradesh

• Won "24 PAR-EXCELLENCEs" and "6 EXCELLENCEs" in National-Level Quality Circle Competitions (NCQC) held at Nagpur, Maharashtra

• ABD-1, SBD-1, SBD-2, LVRLA, MVRLA, Component Division HO & ARGC have been recognised with GOLDs in International-Level Quality Circle Competitions (ICQCC) held in Beijing, China

• SBD-1 has been recognised as "2nd Best" in CII State- Level Competitions held at Tirupati

• SBD-1 has been recognised as "Runner-up" in CII Southern Region Competitions held at Chennai

Customer Recognition:

• Overall Excellence Award from Mahindra & Mahindra

• Superior Performance Award from Maruti Suzuki

• High-Quality performance Award from Royal Enfield

• ZERO PPM Appreciation from DAIMLER for Quality.

• Received recognition from OEM customers for "ZERO DEFECT" Supplies from MARUTI SUZUKI, EICHER MOTORS, FORCE MOTORS, TVS, RENAULT and NISSAN

• Achieved Gold Category for Quality System Rating from TVS for 2W

• Achieved Recertification of Diamond Mark for Kenya export Market

28. Industrial relations

Industrial relations remained cordial and stable during the year under review. The Directors wish to express their sincere appreciation for the cooperation received from employees at all levels.

29. Change in the nature of business

During the year under review, there were no change in the nature of business of the Company.

30. Reconciliation of Share Capital Audit

As required by the Listing Regulations, a quarterly audit of the Company's Share Capital is being carried out by an Independent Practicing Company Secretary to reconcile the total share capital, the total share capital admitted with NSDL and CDSL and held in physical form, with the issued and listed capital. The Practicing Company Secretary's certificate in regard to the same is submitted to BSE and NSE and is also placed before the Board of Directors.

31. Weblink of various policies/reports

32. Acknowledgement

The Directors take this opportunity to thank all the stakeholders of the Company for their continued support and express their sense of gratitude to the customers, vendors, banks, financial institutions, channel partners, business associates, and Central and State Governments for their cooperation and look forward to their continued support in the future. The Directors wish to record their sincere appreciation for the contribution made by the employees at all levels and applaud them for their superior competence, dedication, and commitment to the Company. The Directors are thankful to the shareholders for their continued patronage.