Share Wealth

Year End :2024-03

The Directors have pleasure in presenting the 72^nd Annual Report together with the Audited Financial Statements for the Financial Year ended March 31,2024.

FINANCIAL RESULTS

The following are the standalone financial highlights for

the Financial Year 2023-24:

[MINR]
Particulars	2023-24	2022-23
Sale of Products	158,845	141,832
Of which Export Sales	12790	12,371
Profit Before Tax (w/o exceptional items)	23,372	18,824
Profit Before Tax	31,810	18,824
(including exceptional items)
Total tax expense	6,905	4,579
Profit for the year	24,905	14,245
Other comprehensive income/(loss) (Net of tax) for the year	(91)	1,090
Total Comprehensive income for the year	24,814	15,335

DIVIDEND AND TRANSFER TO RESERVES

The Board of Directors have recommended a final dividend of INR 170 per equity share for the financial year 202324 for the approval of the members at the 72^nd Annual General Meeting of the Company. The total dividend for the financial year 2023-24 aggregates to INR 375 per equity share which includes interim dividend of INR 205 per equity share paid in March 2024.The total dividend payout ratio is approximately 44% for FY 2023-24.

The interim dividend paid during the year and the final dividend recommended is in accordance with the Dividend Distribution Policy of the Company. The Company does not propose to transfer any amount to Reserves for the year under review.

Pursuant to the requirements of regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy. This Policy is uploaded on the website of the Company and can be accessed at https://www.bosch. in/media/our comDanv/shareholderinformation/2017 2/ dividend distribution Dolicv2017.pdf.

Details of outstanding and unclaimed dividends previously declared and paid by your Company are given under the Corporate Governance Report which forms part of this Integrated Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

To avoid duplication between the Directors’ Report and Management Discussion and Analysis, a composite summary of the Company’s performance and its various business segments is given below.

Economic Scenario Global Economy

The baseline forecast for the world economy is expected to continue growing at 3.2% during 2024 and 2025, at the same pace as in 2023. A slight acceleration for advanced economies - where growth is expected to rise from 1.6% in 2023 to 1.7% in 2024 and 1.8% in 2025 - will be offset by a modest slowdown in emerging market and developing economies from 4.3% in 2023 to 4.2% in both 2024 and 2025. The forecast for global growth five years from now at 3.1%, is at its lowest in decades. Global inflation is forecasted to decline steadily, from 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025, with advanced economies returning to their inflation targets sooner than emerging market and developing economies. Core inflation is generally projected to decline more gradually.

Risks to the global outlook are now broadly balanced. On the downside, new price spikes stemming from geopolitical tensions and persistent core inflation could pull back the expectations on interest rate cuts. On the upside, looser fiscal policy and inflation falling faster than anticipated could raise economic activities.

The US economic growth is projected to increase to 2.7% in 2024, due to carryover effects from a stronger than expected growth outcome in the fourth quarter of 2023. Growth in the Eurozone and UK is projected to rise to 0.8% & 0.5% respectively in 2024 led by stronger household consumption, subsiding energy prices shocks and a fall in inflation. In emerging market and developing economies, growth is expected to be stable at 4.2% in 2024 and 2025, with a moderation in emerging and developing Asia offset mainly by rising growth for economies in the Middle and Central Asia and for sub-Saharan Africa. Chinese GDP is likely to expand by around 4.6% however, with a considerable degree of uncertainty, as reflected by the weakness in property sector and subdued productivity growth and aging population.

Indian Economy

The uncertainties in the Global economy will weigh on India’s growth this year, but India is poised to grow at 6.8% in the medium term.

Despite the gloomy outlook for the global economy, many analysts believe that this could well be India’s decade. And there are enough reasons and data to suggest that the Indian economy has fared better than previously believed, despite continuing global uncertainties. As per the latest nos. released by the Govt. the real GDP for FY 2023-24 is estimated to have grown by 8.2% with manufacturing sector leading the growth by a healthy 9.0%.

India’s large, young, and rising share of the upper middle-income population will drive the consumption driven growth, however public investment remains an important driver making it the world’s fastest growing major economy. Investments will provide India with necessary momentum to take off on a path of sustained domestic demand-led growth.

While growth has turned out to be better in FY 2023-24, the momentum is expected to moderate in 2024 due to fading domestic pent-up demand, geopolitical concerns, and lagged impact of monetary policy tightening.

In the near-term future, growth is expected to remain in line with previous forecasts with a slight change in the forecast range due to a higher base effect in fiscal 2024. The GDP growth is expected to be around 6.6% in the next fiscal year (2024-25) and 6.75% in the year after (2025-26), considering the geopolitical uncertainties in investment and consumption decisions.

Industry Structure and Development Automotive

Overall, the automotive market grew at a healthy rate in FY 2023-24, mainly led by growth in Passenger car and 2-wheeler segments. While the overall 4-wheeler vehicle production was at an all-time high of 6.9 million vehicles in FY 2023-24, surpassing the previous record of 6.7 million vehicles achieved in previous financial year (PY), it has been a mixed bag with tractor production declining by -11.7% over PY due to poor rural demand resulting from uneven and scanty monsoon. While the growth in the commercial vehicle segment, both light and heavy commercial vehicles, has been modest at +4.0% over PY, it also recorded an alltime high production volume of 1.09 million vehicles in FY 2023-24, surpassing the previous high of 1.05 million vehicles achieved in PY.

2-wheeler segment did well with a total production of 21.8 million vehicles, surpassing the previous high achieved, pre-COVID, of 21.0 million vehicles in FY 2019-20.

Vehicle segment wise performance in FY 2023-24:

While the growth in the 3-wheeler segment over FY 202223 has been good, it was still below the record production levels of 1.1 million vehicles achieved pre-COVID in FY 2019-20.

•    Heavy Commercial Vehicle (HCV) segment on the back of a strong growth recorded in PY, experienced a modest growth from increased industrial activity and infrastructure development. The bus segment also saw a rise, particularly in tourism and transportation, aided by orders from various state transport departments. Overall, the HCV segment grew by 5.3% in FY 2023-24 vs PY.

•    Light Commercial Vehicle (LCV) segment saw an all-time high production of 679 tsd. vehicles in FY 202324, mainly supported by robust economic activity and increase in demand from last mile connectivity and E-commerce applications. LCV segment grew by 3.2% in FY 2023-24 vs PY.

•    Passenger Car (PC) sales continued the good run in FY 2023-24 as well, helped by positive consumer sentiment, new launches, and preference for personal mobility, particularly in the SUV segment. Though on a very low base, Electric & CNG models posted higher growth, signaling a growing preference for green and smart technologies by Indian customers. Overall, the PC segment grew by a modest 7.4% in FY 2023-24 vs PY.

•    On top of a good growth seen in PY, the 3-Wheeler (3W) segment saw a double-digit growth in FY 202324 due to strong demand for passenger transportation and last mile connectivity. 3W production volumes grew by 13% in FY 2023-24 vs PY.

•    After reaching record production levels in 2022-23 of

I. 07 million vehicles, the Tractor segment saw a degrowth in FY 2023-24. Uneven rain, lower Rabi sowing and delay in crop harvest adversely impacted rural sentiment which attributed to the decline in sales of Tractors. Tractor production de-grew by -11.7% in FY 2023-24 vs PY.

•    2-Wheeler (2W) segment demand was driven by positive market sentiment contributed by economic growth and lucrative financing options. Additionally, availability of a wide range of models and variants also spurred growth, particularly among the youth. The 2W electric market kicked into high gear in FY 2023-24, surpassing all prior sales records. Rising fuel costs, lower operating expenses, new model launches & government incentives are convincing more Indian consumers to go electric. The positive momentum is likely to continue into FY 2024-25, as charging infrastructure expands, and electric vehicle component costs keep falling. 2W segment grew by

II. 7% in FY 2023-24 vs PY.

Overall demand momentum is expected to continue in fiscal year 2024-25, as the economy continues to do well. Non-Automotive

India has the highest GDP growth rate among large economies. The Government’s continued focus on investment towards building up infrastructure including push for Make in India and other Initiatives such as Bharat mala, Sagar mala, National rail plan, PLI Scheme, etc. has given a boost to economic growth and businesses such as Construction, Structural steel fabrication, Ship building, and Real estate open up opportunities for Power tools Market in India.

The total size of the Power Tools market in India is estimated at round INR 75 billion and is expected to grow at a rate of 8% in the coming year. New players in the Indian market, particularly Chinese companies, especially in mid-price segments are gaining market share and a posing threat to existing established players. However, the Government is trying to control the imports form Chinese companies by putting restrictions on renewal of import license through the need for BIS certification for imported products.

The safety and security industry in India is experiencing steady growth across various segments. India is rapidly emerging as one of the largest global markets due to its large population, consumption potential and rapid growth across segments. The country’s infrastructure push and booming construction activities, fueled by significant investments across verticals, such as transportation, energy, manufacturing, commercial, healthcare, or residential, drives demand for Security, Safety and Communication systems where Bosch is one of the key players. Given India’s growth trajectory, there is tremendous potential for growth in this domain. However, the industry is highly fragmented and price sensitive with lot of small players in the market.

Business segment wise performance

The overall Net sales of the Company witnessed growth of +12% in FY 2023-24 vs PY.

Mobility business (viz. Automotive sector) revenues increased by +11.0% vs PY, while the Business Beyond Mobility increased by +17.7% vs PY. Domestic mobility business witnessed increase of +12.7% vs PY, mainly driven by growth in Power Solutions division by +13% vs PY, aided by growth in the overall automotive market.

The Company predominantly operates in manufacturing and trading business in Mobility sector, which constitutes around 85% of total sales in FY 2023-24. The Business Beyond Mobility, comprising of Consumer Goods, Energy & Building Technology, and Industrial Technology, had a share of 15%. The operating segments of the Company are broadly classified into “Mobility Business” (Automotive products) and “Businesses Beyond Mobility” (NonAutomotive products).

(A) Mobility Business:

(i) Power Solutions (PS)

Power Solutions (PS) combines the strengths of the smart, diversified, innovative and sustainable powertrain under the vision “Our POWER” for a better world based on the key pillars given below:

-    We remain as the world class leader for supply of components for ICE (Internal Combustion Engines)

-    We build-up the H2 (Hydrogen) business

-    We reach benchmark levels in developing Thermal Systems

-    We foster Software, Controls & Services

-    We selectively leverage products across the domain with our value propositions of being a reliable global partner with benchmark components, systems, and services.

-    To remain #1 supplier for our ICE customers in the long run.

FY 2023-24 witnessed a moderate growth (+9.8%) in the overall automotive industry. The PS division grew by 10.9% in FY 2023-24 over PY aided by growth in the Heavy Commercial Vehicles and Passenger Car segments, which grew by +5.3% & +7.4% respectively, and significant improvements in delivery performance due to the easing of semi-conductor situation. PS was also impacted due to input cost increases in raw material, electronics components, energy cost and wages; however, we were able to recover a portion of the increase in input costs from our customers. At the same time, PS also secured most of its planned acquisitions for its existing products and acquired business for hydrogen projects from top OEM’s.

PS displayed its H2 Engine demonstrator truck for the first time in public, at SIAT 2024 in Pune and Bharat Mobility Show 2024 in Delhi, together with the complete system components. The demonstrator piqued the interest of people from all walks of life, from public to OEM representatives, CTO’s, nodal agency experts, ministry secretaries and legislators. The fully functioning demonstrator was the highlight of Bosch’s incredible display of futuristic mobility solutions and provided much needed awareness about the potential of H2 Engine to the public and stakeholders, even gaining mentions in leading magazines like Auto Components India.

Overall momentum is expected to continue in FY 2024-25, as the economy is expected to continue to do well.

(ii) Mobility Aftermarket (MA)

The Mobility Aftermarket division has presence in Sales, Supply, and Distribution of automotive parts for vehicle servicing, diagnostics equipment for workshops and technical information, training, and consulting for after-sales service for Bosch automotive products and systems. The product portfolio ranges from Diesel & Gasoline Fuel Injection System & Components, Spark Plugs, Filters to Batteries, Lubricants, Wiper Blades, and Diagnostic Equipment & Software, among others.

The MA segment has over 50,000 retail touch points, spread across 650+ districts, catering to over 15,000-part numbers to ensure

widespread availability of both products and after sales services. The division also has over 1,500 authorized workshops & service centers comprising of Bosch Car Service & Bosch Diesel Service Centers, Electric Modules & Bike Service centers, in India.

MA achieved the highest ever Total Net Sales in FY 2023-24 with a growth of +10.2% compared to PY.

The IAM (Independent After Market segment) which is the largest segment within MA division, constituting around 63% of the total business of MA division, grew by +9.1% in FY 2023-24 vs PY. IAM continued its growth through the Zing+ strategy with focus on Demand Generation & deeper Market Penetration. With increased overall visibility through ‘Har Shop Mein Bosch’ concept across Urban & Rural markets, Branding upliftment across dealer network & Top Retail Branding in key towns, robust growth was seen in sales of lubricants, spark plugs & filters in FY 2023-24 vs PY.

MA has envisioned its next course of action with Zing+.NXT strategy which will revolve around enhanced portfolio & demand generation in the market by improving range of products & services offered through the existing dealer & retail network. MA division has experienced steady growth due to increasing number of vehicles on the roads. With the commitment towards improving product portfolio and providing state of the art services to ou r customers, we expect to achieve higher growth in the years to come.

(iii) 2-wheeler & Power sports (2WP)

The 2WP division mainly caters to high end vehicles in the range of 125 CC and above. The product range includes exhaust sensors, fuel injectors, fuel supply modules & ECU’s.

During FY 2023-24, the Net Sales of 2WP division grew by +19.2% vs PY with stabilized semiconductor supply situation, new customer acquisitions, new projects from customers coupled with overall growth in 2-Wheeler market by +11.7% over PY.

Net Sales of 2WP division is expected to improve in FY 2024-25 with change over to BS-VI OBD2 norms and expected growth in 2-Wheeler sales.

(B) Business Beyond mobility:

The Business Beyond Mobility sales have increased by +17.7% in FY 2023-24 vs PY, which was driven predominantly by Consumer goods (viz. Power Tools) and Energy & Building Technology division which contributed to 89% of total business of beyond mobility during the year.

(i)    Consumer Goods - Power Tools (PT)

The Power Tools division supplies power tools, power-tool accessories, measuring technology and home & garden tools. The division has a wide range of products which can cater to professional users in trade and industry and to users in the DIY market and amateur crafters. The focus is to provide tools which are convenient and of high-performance value.

During FY 2023-24, the division’s revenue grew by +15.8% vs PY, of which the blue tools segment which includes grinders and cutters, constituting 53% of the total power tools business, grew by +18.4% over PY. The accessories business, which constitutes 31% of the total power tools business, grew by +15.8% over PY. The Power tools division continues to focus on increasing the share of localization of high-volume products and thereby offering better value to customers. The division also aims at reducing the distance to its users and will continue to focus on improving their lives by providing affordable solutions.

The power tools business is expected to continue in its growth trajectory in the coming years. Focus will be on the Cordless tools business, Industrial tools, Dealer engagement & New launches which cater to medium & entry level segments. Medium price products will be the essential contributors to the overall business growth, apart from new launches and increase in localization of high-growth products.

(ii)    Building Technologies (BT)

Bosch provides solutions for safe, secure, and enjoyable spaces and offers a broad spectrum of services which include customizable solutions comprising of video surveillance, intrusion detection, fire detection and voice evacuation systems as well as access control and management systems. Intercom systems, Professional audio & conference systems for communication of voice, sound and music complete the range. Our objective is to minimize risks & maximize security and offer the best solution for every building or application.

Bosch Security and Safety Systems in India offers state of the art solutions across vertical segments, be it Metro or Railway Terminals, Airports, City Surveillance, Traffic Management, Refineries, Industrial complexes, Stadia, Government & Defense Establishments, Hospitality, Education, Healthcare, Retail and Corporate houses. Apart from Communication systems we have expanded our Local for Local program to Video and Fire alarm Systems, as well. We cater to the Market through a strong network of Systems Integrators and Distributors across India.

BT business saw a growth of +26.7% in revenue in FY 2023-34 over PY with key wins across verticals. Communications business grew by +24.4% and Video Systems by +27.5% YoY. Verticals of Transportation, Government, Energy and Commercial sector continued to contribute to the business growth in addition to Education and Healthcare vertical.

The outlook for FY 2024-25 looks positive as the overall economy is expected to grow by 6.6% which augers well for the Building Technology business in India.

Revenue by geographical area

Bulk of the Net Sales in FY 2023-24 is from sales made within India in the domestic market. Exports at 12.79 billion INR, constitute ~8.1% of total sales in FY 2023-24. Bulk of the exports are to other Bosch group companies, mainly manufactured goods from Power solutions and Mobility aftermarket divisions. Close to 73% of the total products exported are to Robert Bosch, Germany.

Financial Performance Profit & Loss statement:

(i) Sale of products

Sale of products grew by +12% over PY and stood at 158,845 MINR in FY 2023-24.

Bosch Limited’s Mobility Solutions business sector increased product sales by +11.1% in FY 2023-24, contributed by increase in sales of Power Solutions division by +10.9% and 2-Wheeler division by +19.2%, primarily on account of overall automotive market growth of +9.8%. Sales of Mobility aftermarket division grew by +10.2% vs PY.

Sales of non-mobility business grew by +17.7%, mainly led by growth in Power tools division by +15.8%.

(ii)    Sale of services

Income from sale of services in FY 2023-24 grew by a healthy +15.4% vs PY, mainly due to recognition of income from application projects completed for OE customers during the year.

(iii)    Other operating revenue

Other operating revenue for FY 2023-24 stood at 3,482 MINR, which increased by +9.7% over PY. This increase is mainly due to higher rental income from additional properties leased to group companies during FY 2023-24 and due to additional income from shared services offered to other Bosch group companies.

(iv)    Other income

Other income in FY 2023-24, which mainly comprises of mark-to-market gains on mutual fund investments and interest income on fixed deposits and loans given, increased by +52.7% over PY, mainly due to increase in interest income from increase in interest rates by 170 basis points during FY 2023-24 compared PY, and higher mark-to-market gains on mutual funds.

(v)    Cost of raw material & components consumed (including trade goods)

The cost of materials consumed as a percentage of total revenue from operations increased to 64.8% in FY 2023-24 from 63.4% in FY 202223. The increase is contributed by change in product mix with higher share of traded goods and forex impact on imported raw material and components.

(vi)    Employee benefit expense

Personnel cost in FY 2023-24 was 13,407 MINR, which is 8.0% of total revenue as against 7.7% of revenue in FY 2022-23. The increase is mainly attributable to the annual revision in salaries of employees to compensate for higher inflation.

(vii)    Finance costs

Finance cost for FY 2023-24 was 508 MINR as compared to 121 MINR in FY 2022-23. The increase is mainly on account of provision made for interest liability on GST demand on reverse charge mechanism on certain employee benefit expenses incurred by the Company, which is being contested.

(viii) Depreciation and amortization expense

The depreciation charge for FY 2023-24 was 4,295 MINR as against 3,856 MINR in PY. The increase

is due to additions to fixed assets, viz. new machinery (mainly for localization of imported products, viz. common rail pump & injectors, sensors, etc.) in FY 2023-24, which led to higher depreciation charge during the year.

(ix)    Other expenses

Other expense mainly comprises of spending towards plant operating expenses, selling & administrative overheads & royalty payments. Other expenses were at 14.7% of total revenue in FY 2023-24 as compared to 16.8% of total revenue in PY. The reduction is mainly due to better fixed cost absorption from growth in Net Sales and reduction in one-time technical access fees paid for localization of products and reduction in spending in new business areas, viz. mobility solutions business.

(x)    Exceptional item

Exceptional item in FY 2023-24 comprises of profit on sale of business of project house mobility solutions 7,850 MINR and write back of restructuring provision no longer required amounting to 588 MINR, totaling to 8,438 MINR.

(xi)    Total tax expense

Total tax expense for FY 2023-24 (including tax on exceptional items) amounts to 6,905 MINR, as compared to 4,579 MINR in PY. The effective tax rate (including deferred tax, but excluding tax adjustments related to earlier years), for FY 202324 is 23.2% of Profit Before Tax as compared to 23.7% in PY.

Tax adjustments pertaining to earlier years, viz. credit of 484 MINR, mainly relate to tax refunds of earlier years arising on completion of assessment during the year.

(xii)    Profit for the year, viz. Profit After Tax (PAT)

Profit after tax increased by +74.8% to 24,905 MINR in FY 2023-24 from 14,245 MINR in PY. The increase is on account of:

a)    increase in profitability, i.e., PAT (without exceptional items) as a % of total revenue increased from 9.5% in PY to 11.0% in FY 2023-24, and

b)    exceptional item, viz. mainly profit on sale of business.

(xiii)    Other Comprehensive Income (OCI)

The investment in equity shares is classified as financial assets through other comprehensive

income as per the requirements of Ind AS 109. The changes in fair value of equity shares are recognized under OCI. Also, the gains/ (losses) arising on remeasurement of employee deferred benefit plans is recognized through OCI. Accordingly, the net loss of 91 MINR (net of taxes), mainly resulting from reduction in fair value of equity investments, has been recognized during FY 2023-24.

(xiv) Earnings per Share (EPS)

EPS (basic and diluted) of the Company for FY 2023-24 improved by +75% to 844 INR per share as against 483 INR per share in PY. The increase is on account of improvement in operating profitability and due to the one-time exceptional item of profit on sale of business, realized during the year.

Balance Sheet:

(i)    Share capital

As on March 31, 2024, the Authorized Share Capital comprises of 38,051,460 Equity Shares of INR 10/-each. The issued, subscribed, and paid-up capital is 295 MINR divided into 29,493,640 equity shares of INR 10/- each.

(ii)    Reserves & Surplus

Reserves & Surplus as on March 31, 2024, stood at 109,309 MINR, as compared to 98,625 MINR in PY. The increase is on account of profit after tax earned during FY 2023-24, after payment of final dividend for FY 2022-23 and interim dividend for FY 2023-24.

(iii)    Other Reserves

Other Reserves comprises of increase in fair value of equity investments valued in line with Ind AS-109. The balance of other reserves as on March 31, 2024, is at 11,028 MINR.

(iv)    Shareholders’ funds

The total Shareholders’ funds increased to 120,632 MINR as on March 31,2024, from 110,122 MINR as on March 31, 2023, contributed by increase in retained earnings for the year.

(v)    Property, Plant and Equipment (viz. Fixed assets)

Gross fixed assets (including Capital Work-InProgress) as on March 31, 2024, was 42,578 MINR compared to 42,294 MINR as on March 31, 2023. The Company added fixed assets worth 2,825 MINR during the year 2022-23, mainly in plant and machinery for new products and for additions to buildings at Adugodi campus in Bengaluru.

The total financial investments (Current & NonCurrent) as on March 31, 2024, was 50,875 MINR as against 49,853 MINR as on March 31, 2023. The net operating profit earned during the year after meeting capex and working capital requirements is invested in liquid mutual funds.

Working capital:

(i)    Inventories

Inventories as on March 31,2024, were at 18,934 MINR as compared to 19,029 MINR as on March 31, 2023. The reduction is on account of improved inventory turnover ratio, which improved from 7.45 times in PY to 8.39 times in FY 2023-24.

(ii)    Trade receivables

Trade receivables as on March 31, 2024, stood at 21,818 MINR as against 19,029 MINR as on March 31, 2023. The increase is in line with increased revenue in FY 2023-24.

(iii)    Cash and Bank balances

The total cash and bank balances as on March 31,2024, was 25,927 MINR (including cash and cash equivalent of 4,632 MINR), compared to 20,569 MINR (including cash and cash equivalent of 3,792 MINR) as on March 31,2023. The surplus cash generated during the year, after meeting working capital and capex requirements has been invested in fixed deposits with banks.

Key Ratios:
Ratios	2023-24	2022-23
Average Trade Receivables days (Avg. receivables / Total revenue per day)	45	40
Average Inventory days (Avg. inventory / Net Sales per day)	44	41
Current Ratio (Current assets / Current liabilities)	1.9	1.8
Working Capital days (Current Assets-Current liabilities / Total revenue per day)	105	93
Operating Profit Margin % (Earnings before interest & taxes / Total revenue)	10.0%	9.5%
Profit after Tax (PAT)% (PAT / Total revenue)	14.9%*	9.5%
Return On Capital Employed (ROCE)	26.3%*	17.1%
*Includes exceptional item of profit for 2023-24

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIALRELATIONS

a) Human Resource Development

Mega trends like increase in global political uncertainty, emergence of the Knowledge culture, enhanced Individualization and the change in work and workplace relationships are challenging the fundamentals of human relationships. These are coupled with Transformation within Bosch addressing the needs of the strategic challenges around sustainability, Digitalization, connectivity, and user centricity. The mega trends and transformation will need the wherewithal to handle changed expectations around Leadership, Cross collaboration and networking, newly organized work and working conditions, upskilling, and learning in the moment of need and life-long learning.

We at Bosch in India are well prepared to address these challenges. Our fundamental vision remains to create an environment that fosters people’s passion and enables them to contribute to the Company’s long-term success. We are guided by a positive view of human nature, our Bosch values, and our striving for excellence.

The people who choose to work for Bosch should think “This is a Great Place to work”, ”This is where I belong to” every day. We create a culture of High-Trust High-Performance where people are empowered in a highly adaptable and flexible environment.

In the current year, our focus will be to sustain and further strengthen our efforts in the below dimensions. Talent Strategy:

Future-focused, business driven approach to meet varied Talent needs. This program comprising of crossfunctional leaders and talent, focusses on delivering organization and talent readiness for the future of businesses, creating delightful talent experiences, and building HR capabilities for the future is yielding results and is appreciated by the Talent across the organization.

Strategic Workforce Planning:

Bosch has piloted a systematic approach to Strategic Workforce Planning, which assists businesses in assessing their current workforce, predicting future needs under various scenarios, identifying gaps between the present and future workforce, and developing efficient and cost-effective strategies to meet those needs. This process also allows businesses to adapt their People Strategy to align with their overall business objectives.

As part of our ongoing efforts to further strengthen our people processes, Bosch has implemented a comprehensive People Dialog process to replace the existing Goal and Performance Dialogue. This new process integrates people, performance, and development, fostering a cultural shift that allows for more meaningful discussions about employee successes, strengths, motivation, and real-time feedback.

Talent Development:

Our focus at Bosch continues to be on investing in talent development initiatives, enhancing employee capabilities, fostering a culture of continuous learning, and positioning ourselves for long-term success in a rapidly evolving business landscape. As part of this commitment, we have now internalized the potential assessment process. This change will allow us to prioritize Talent Advocacy and build a robust, future-ready talent pipeline.

Learning:

Build future-ready competencies and nurture transformational capabilities of people. Our Bosch Learning campus is a testimony to the fact that we aspire to become a Learning Organization. We offer continuous learning at all levels as a prerequisite to master the transformation and support the business, building knowledge fast, effective, and efficiently in a competitive manner.

Being an employer of choice :

Bosch has actively engaged with focused academia to increase talent advocacy for our strategic hiring from campus. Additionally, we continue to strengthen our future talent pipeline by building our collaboration through SAMPARK - industry student fraternity connect through leadership exchanges, fostering lectures through Bosch subject matter experts. We also invest in strengthening the regions through consistent teaching fraternity engagement. The twin- pronged approach continues to help us to surpass ourselves on our critical pillars of increased awareness, enhanced consideration, and improved conversion of Talent to join Bosch within a very demanding talent market. Diversity, Equity & Inclusion:

We appreciate everyone’s uniqueness and value diversity as the key for our business success. By including everyone and ensuring equal opportunities, we unleash our full potential. Key focus areas continue to be Gender, Generational and Persons with Disabilities. We leverage on our flagship EmpowHER

initiative, specific to augmenting women at work. We continue to break new grounds in adding women in first of its kind roles in Bosch, for E.g., Front end Sales, Front Line Managers in Manufacturing, critical senior leadership positions across job families and our future talent pipeline.

Leadership Development:

We live by the We lead Bosch principles and proactively develop the Leaders of the future through various programs and initiatives.

HR Capability Building:

We consciously invest in the capability building of the Human Resources function to maximize business results for Bosch.

Total Rewards Philosophy:

Bosch aspires to benchmark their Compensation and Benefits with the best in the industry and drive a culture of transparency, equity, and fairness in Pay. Bosch has enabled transparency by conducting multiple awareness sessions on the philosophy of compensation and demystified the processes around salary increases and variable pay at Bosch. The various industry leading benefits at Bosch are now accessible to all associates in a one-page document called the “Total Rewards Statement". Bosch believes in continuous benchmarking and participation in industry forums to bring in an outside in perspective and gather useful insights to chart out the journey ahead towards equitable pay.

Health and Wellness:

Employee health and wellness is a particularly important imperative with strong focus on Physical, Emotional, and financial wellness. b) Industrial Relations / Employee Relations:

The Employee Relations philosophy at Bosch is anchored around the tenets of scientific management, industrial democracy, and employee wellbeing. With the sustained approach of positive engagement and enhanced collaboration and having openness and trust as our core values, Employee Relations across the plants remained in a cordial state. It also recognizes the mutuality of interest with key stakeholders and is committed to continue building harmonious employee relations. Our plant at Gangaikondan signed the bipartite settlement in 2023 with associates linked with productivity and aimed at establishing a performance driven culture with a collaborative and transparent approach.

A Performance driven, flexible and cost-competitive labour model transformation initiative focuses on engaging Trainees and Temporaries, framework adopted for engagement of employees of service providers in support functions and a model adopted with appropriate Governance mechanisms continued to be the driving force to be a globally preferred Value Chain Partner and a future ready organization.

Bosch is committed to develop the skilled resources to minimize the gap between the availability of skilled manpower and Industry requirements through the state-of-the-art factories, training centers and manufacturing excellence. This contributes to enhancing the employability of the youth with the right intervention of skilling initiatives. With the best manufacturing facilities and the availability of experienced engineer/industry experts, sophisticated training centers in Bosch, more than 1000 youths are engaged in various employability enhancement schemes of Government of India. Bosch was recognized in multiple forums of Government bodies for the quality of training provided to such youths. An MOU was signed with the Government of Tamil Nadu for Factory Skill School for enhancing the employability of youths by providing the On-the-Job Training at Bosch sites in Tamil Nadu.

Diversity continued to be focused on various employment categories with a structured approach to create a healthy and inspiring ecosystem for the diversified workforce. Multiple interventions with the focused approach on welfare amenities, safety at workplace, upskilling initiatives led to increased gender diversity ratios in our manufacturing plants. We at Bosch have a cordial Employee Relations environment with highly engaged and collaborative culture in all manufacturing and business units. Each of our plants creates an Employee Relations Strategy guided by the Employee Relation Policy of the organization. The Employee Relations strategy is mainly based on:

(a)    Employment (Labour) Model: Performance oriented labour model, Enabler for localization and future business growth, Implementation of MJV (Maximum Job Value) and Digital performance assessment system.

(b)    Front Line Managers Development: Exclusive Training model supported by a well-established TQS to enhance the skills and competencies of Front-Line Managers to be ‘Fit for future’.

Multiple and structured training and capability building interventions are imparted to all category of employees to reskill and upskill to be equipped for future.

Capability Building for the future in the function of Employee Relations/Industrial Relations was a major focus area this year. Bosch ERA (Employee Relations Academy) was launched, which focuses on capability enhancement and building a contemporary and inclusive ER ecosystem.

Bosch was certified as a ‘Great Place To Work’ for the fourth time in a row. This exhibits the trust and interest of employees in the approach adopted by the Organization to hear the voices of employees.

The connect with Government and statutory bodies, stringent compliance monitoring through self-audits and cross-audits were strengthened at Plants and at Corporate. A comprehensive and structured process maturity assessment evaluated the need for improvement, identified gaps in system/process and showcased the best practices in the ER function. Bosch was represented in multiple Employer Forums such as NHRD, NIPM, EFSI, CII, etc. with relevant and value adding topics. Our plant located in Naganathapura; Bengaluru won the National Award in a contest held by AIOE for “Best ER/IR Practices". Bosch was also part of multiple Institute connects on delivering focus topics for students. Thus, the industry and academia connect continued to grow stronger.

Multiple organizations benchmarked Bosch through visits and had constant connects on our best practices in the Employee Relations space. An inspired and business-oriented workforce helped the organization to sustain its best practices, initiate new interventions and stay focused in its long-term strategy. All initiatives in IR/ER emphasized and strengthened our focus on a customer centric approach, shaping the change and striving for excellence.

Internal Audit and Internal Financial Controls

The Company has an Internal Audit function. The Internal Audit department provides an appropriate level of assurance on the design and effectiveness of internal controls, its compliance with operating systems and policies of the Company at all locations. Based on the internal audit report, process owners undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and corrective measures thereon are presented to the Audit Committee.

The Company has an effective and reliable internal financial control system commensurate with the nature of its business, size, and complexity of its operations. The internal financial control system provides for well-documented policies and procedures that are aligned with Bosch global standards and processes, adhere to local statutory requirements for orderly and efficient conduct of business, safeguarding of assets, detection and prevention of frauds and errors, adequacy and completeness of accounting records and timely preparation of reliable financial information. This also identifies opportunities for improvement and ensures that good practices are imbibed in the processes that develop and strengthen the internal financial control system and enhances the reliability of the Company’s financial statements.

The Audit Committee reviews the internal audit plan, adequacy and effectiveness of the internal control system, significant audit observations and monitors the sustainability of remedial measures. It also reviews functioning of the Whistle Blower mechanism and reviews the action taken on the cases reported.

The efficacy of the internal checks and control systems is validated by self-audits and verified by internal as well as statutory auditors.

Opportunities and Threats

The Indian economy ended 2023 on a positive trajectory, with a GDP of US$ 3.73 trillion and a GDP per capita of US$ 2,610. It boasted a robust projected GDP growth rate of 7%, far outpacing the global average of 2.9%. Despite a global slowdown, inflation persisted, albeit with a slight decrease. The substantial decline in headline Consumer Price Index (CPI) inflation, driven by reduced fuel expenses and adjustments in commodity prices, was noteworthy.

The manufacturing sector thrived in the third quarter of 2023, with a remarkable growth rate of 11.6 % fueled by double-digit expansions in steel, cement, and automobile manufacturing. Similarly, infrastructure and real estate sectors flourished, while the construction sector recorded a robust quarterly growth of 10.7%. However, the agricultural and services sectors experienced a slowdown in the last quarter, attributed to unfavorable weather conditions impacting crop production and a contraction in financial services due to a growing base effect from previous years’ robust growth.

In the automotive sector, the Light Vehicle (LV) segment achieved record-breaking sales in 2023, propelled by a strong economy and consumer

demand. While demand for utility vehicles (UVs) remained favorable, entry-level portfolios showed no improvement. Original Equipment Manufacturers (OEMs) aligned their production with market demand, focusing on UVs. The passenger car (PC) segment witnessed a surge in demand for Electric Vehicle (EV) and Compressed Natural Gas (CNG) models, reflecting a preference for green and smart technologies. Meanwhile, commercial vehicles (CVs) experienced growth driven by increased industrial activity and infrastructure development, particularly in the medium and heavy commercial vehicle (M&HCV) and bus segments. The two-wheeler (2W) segment saw heightened demand due to seasonal factors like marriage seasons and harvest payments, supported by product variety and positive market sentiment. Electric two-wheelers (E2Ws) surged in popularity, driven by rower operating expenses and government incentives, with momentum expected to continue into 2024.

However, challenges loom ahead, including uneven rain affecting rural sentiment and declining tractor sales, alongside potential dampeners like drying pent-up demand, high interest rates, and uncertainties surrounding upcoming general elections. Despite these obstacles, the Indian passenger vehicle industry achieved a record sale of 4.1 million units in 2023, solidifying its position as the world’s third-largest market. SUVs continued to dominate, capturing approximately 53% of the market share, with utility vehicles overall comprising about 63% of the industry. Additionally, the share of CNG vehicles expanded to around 16.5% in Q3, while hybrid vehicles gained traction, reaching approximately 2%.

As electrification gains momentum across two and three-wheelers and begins to penetrate the passenger car segment, the internal combustion engine (ICE) remains dominant in other segments. However, the industry’s focus on environmental sustainability and technological innovation will drive the provision of a wide range of powertrain solutions, including battery electric, hydrogen, and alternate fuels, aligning with evolving market demands. We developed the first H2-E demo truck in India, showcasing our pioneering spirit and commitment to innovation in the automotive industry.

Risks and ConcernsRisk Overview

Following are the major risks reviewed by the Risk

Management Committee and with applicable mitigation

measures:

Supply Chain Risks

We rely on third parties for sourcing raw materials, parts and components for our manufacturing operations and ability to supply components to manufacturing operations at the required time is key to successful production schedules. Bottlenecks are slowly improving, however ongoing geopolitical tensions, restricted shipping lines, port congestion and extreme weather events is putting stress on the supply chain.

Despite supply chain bottlenecks, we can Predict, Prepare and Respond to these uncertainties through our effective supply chain risk management approach by way of maintaining and developing strong partnerships with key strategic suppliers to ensure a stable future supply of components. We continue to closely monitor and keep customers updated on progress and developing of alternate strategy to mitigate the risk.

Geopolitical Risk

As a global organization, we are exposed to changes in the geopolitical environment, as well as external factors including but not limited to trade tensions, localization, wars, natural disasters etc. Recent conflicts / wars have shown us that geopolitical tensions could erupt at any time causing major disruption and that could go on indefinitely. We continue to closely monitor and respond to global developments that may pose challenges on sourcing, order fulfilment, TAT, and our bottom line, by timely implementation of mitigation plans, as necessary. Disruptive norms

a. Technological changes

Apart from government’s initiative of exploring alternate fuels (Electrification, Natural Gas, Biofuel blend among others), the Indian Automotive sector will witness many new regulations in next few years like CAFE, iRDE, FAME, TREM, The changes will be spread across market segments. With many fuel technology options available for the end consumer, identification of customer demand and volume will require more effort and time.

Bosch being a global leader in automotive technology, the technological solutions are already available with the parent company. Shift to these regulatory changes, will lead to higher imports content in the initial years. Once the Company sees an opportunity, based on demand or volumes, it will opt for localization. The investments in machinery for production in Bosch Limited will come at a cost vis a vis technology transfer fee and higher royalty for new products as compared to old generation. Low replacement requirements in the Aftermarket, in the initial years, may have an adverse financial impact on the Company.

b.    Electrification

There have been discussions on electrification by various stakeholders including the Government, OEMs, media, and auto component manufacturers about uncertainty on volume and pace of electrification across market segments. However, the Company, being a global end-to-end technology solution provider in mobility sector, has its own advantage and is working closely with some of the top customers in the industry.

c.    Dependency on mobility sector:

About 85% of the business is dependent on the auto sector. Performance of the Company, therefore, is dependent on this sector’s growth.

Industrial Relations (IR)

IR-related risks continue. They include possible risks arising from stoppage of production and the uncertain result of settlement negotiations leading to unpredictable cost structure. IR-related issues continue to be dealt with, in a fair and firm manner. Initiatives such as strengthening of the Front-Line Managers are expected to reduce IR risks in the upcoming settlements. There has also been extensive engagement with labour unions with several steps and welfare measures taken to ensure safety and well-being of our employees.

IT infrastructure and data security

As technology is increasingly central to our business, safeguarding our information assets, ensuring privacy, and reducing human risk are paramount. Like other organizations in the industry, we are also operating in a cyber climate. We strive to reduce information cyber security risks and continue to deliver great experiences for our customers as well as value for our shareholders by managing associated risk strategically through implementing various programs, developing additional measures and BCM to ensure smoother and secure operations.

Outlook

Indian Automotive industry demonstrated resilience on the face of global headwind. Overall, the automotive industry saw an increase of 5% (without 2Wheeler) in vehicle production during FY23-24 as compared to FY22-23. Passenger vehicle production grew by 7% YoY with continued strong demand for the SUVs aided by higher disposable income and positive economic sentiments.

In commercial vehicle, HCV segment grew by 6% YoY supported by the favorable macroeconomic environment, Bus requirement from STUs (State Transport Utilities), replacement demand and pick up in infrastructure, mining, and construction activities.

The LCV segment is facing resistance in growth and could grow only by 3% YOY. Even though the demand remained stable, the increase of 3W volumes in the sub-1 tonne segment could remain a concern.

Two-wheeler segment strongly bounced back and grew by 11.7% YoY mainly driven by robust demand from rural customers and replacement demand from cities for premium vehicle class. However, export volumes still under pressure amid local currency depreciation and forex availability issues.

Three-wheeler segment grew by 12.5% YoY showing a sustained demand for passenger transportation and from last-mile operators for e-commerce applications, food deliveries and other applications witnessed growth in 3W. Tractor sales seen declined 11.7% YoY due to erratic monsoon patterns and low reservoir levels affected rural sentiments in central and southern regions. MANUFACTURING AND OTHER FACILITIES Bidadi (Karnataka)-BidP

Bosch India’s Bidadi Plant (BidP) in Ramanagara, Karnataka, spanning across 98 acres, caters to the evolving Power Solutions segment products ranging from 97-year-old A-pump to latest Lambda Sensors along with 10 other products in its portfolio. In 2023, BidP achieved remarkable progress across safety, quality, sustainability, digitalization, and employee engagement, solidifying its position as a future-ready smart manufacturing hub.

Sustainability & Safety

•    BidP secured seven prestigious EHS awards, including the Global GR Award and the Golden Peacock Award for Occupational Health & Safety.

•    Plant surpassed its 50% waste reduction target by achieving a remarkable 95% waste-to-landfill diversion rate, a testament to its successful “Project Vasundhara” initiative.

•    Efforts to cultivate a sustainability culture included associate awareness through poster campaigns and street plays apart from the continued CO2 and water neutral endeavors.

Operational Excellence

•    BidP remains at the forefront of digital transformation and Industry 4.0 (i4.0) solutions. The plant has witnessed a surge in implementing advanced analytics and i4.0 solutions. These advancements have enabled BPS (Bosch Production System) drives, improved quality focus.

•    BidP achieved record-low incident rates in 2023. The efforts secured BidP two consecutive Bosch Quality Awards, highlighting their commitment to excellence

and customer satisfaction and yielded a saving of '25 million via Shainin projects.

•    Plant achieved 100% compliance in four critical audits, showcasing its unwavering commitment to quality and risk management.

•    Initiatives like “Inspired Minds @work” fostering psychological safety, enhanced employee experience and engagement continues. Furthermore, the Labor Model Assessment score saw a significant jump from 38% to 60%, highlighting BidP’s dedication to developing a future-proof competent workforce.

•    BidP as a leading smart manufacturing hub within the Bosch global network is committed to excellence and innovation by continuously innovating and fostering a culture of excellence.

Nashik (Maharashtra)-NaP

Nashik plant in Maharashtra was set up in the year 1972 which spreads across 100 acres, the second manufacturing site by Bosch India. The Plant manufactures Common Rail Injectors for Passenger Car, Commercial Vehicles, Nozzles for all applications catering to all markets.

In the frequently evolving and dynamically changing market, Nashik plant continues to believe in power of innovation, collaboration, and purpose-driven action. This conviction was translated into a vision for its Plant “Reboot. NxT” aligned with its parent division and the Company addressing aspirations of the Plant “Be the first choice of Mobility product Globally” through its strategic actions around people, customer, value chain excellence & growth. Challenges brought in a constant changing Diesel market, policy changes are mitigated through transformational initiatives across all domains including people, process, and Localization. In line with Government of India initiatives of Atma Nirbhar Bharat, Nashik Plant is localizing most of its components by 2025.

Industry 4.0, automation, and Digitalization initiatives at Nashik plant has brought transformative change, streamlined operations, and delivered exceptional value at every step of the journey. Through the power of data-driven insights , the Plant has implemented various projects like “Rust elimination & CR body damage reduction” which not only brought savings but also enabled to resolve complex problems at manufacturing., These initiatives has been recognized at various platform with rewards and recognitions, like “Zero Defect award by customer”, “award for I4.0 project by CII”, “award for excellence in digitalization by ACMA” to name a few.

Lean principles at Bosch “ Bosch Production System” has enabled visualization, improvement of end-to-end supply chain thereby improving processes leading to higher

efficiency, productivity, and customer satisfaction.

Bosch Nashik Plant is driving positive change for the environment, communities, and future generations, by reducing carbon footprint through afforestation, conserving water through percolation tank, enhancing solar energy generation through AI & fostering the circular economy culture in the entire value chain. In the recent past, the Plant has taken an initiative of renovation of a percolation tank there by increasing storage capacity to 26 Cr liter there by impacting the improving life of around 750 people and the livestock. Global Sustainability Award for CO2 & Energy Efficiency are testimonies for ESG culture in Nashik plant. Appreciations from CII like Best Organization adopting Exemplary Safety practices and National safety Practice Competition 2023 proves Nashik plant’s commitment towards creating safe work environment through innovative solutions & demonstrating behavioral based safety practices.

The Plant is on the brink of many production milestones like 50th million Common rail injectors , 1 millionth CRIN injectors.

Jaipur (Rajasthan)-JaP

The Jaipur Plant, established in 1999 is a manufacturing facility for VE pumps and conventional Injectors (Nozzle Holder Assembly) having applications mainly in Light and Heavy commercial vehicles and tractors. Plant has been transforming into being a cost competitive and preferred smart manufacturing location enabled by its vision “UDAAN2.0”. JaP is known for its operational excellence and has always been a front runner in SQCD² (Safety, Quality, Cost, Delivery & Digitalization) parameters. JaP continued efforts in the direction of behavior-based safety with digitalization as an enabler to ensure Zero accidents and the various awards coming in, is a clear testimony to it. JaP received International EHS Award by Greentech Foundation for best EHS practices. In quality, Jap is awarded from Cummins for Zero Defect in year 2023.

Digitalization plays a crucial role at the Jaipur Plant, employing technologies like MES, artificial intelligence, RPA, and data analytics to make the systems & processes more robust. MES has supported in OEE improvement of 25-year-old machines up to a level of 85%. The team in Jaipur is able to leverage Digitalization for Energy conservation as well, more than 100 MWh of energy was saved in 2023 by using Artificial Intelligence in managing the Air compressors operations.

Engaged and energized employees is key part of Plant’s strategy. Plant is known for high employee involvement in generating ideas and driving improvement activities, setting a benchmark for other Bosch plants and external

industries. Jaipur plant was rated highest across all Bosch Plants, Locations in India in the Trust Index, in

the GPTW survey conducted in December-2023 by “Great Place to Work (GPTW)” organization.

“Sustainability” being key focus area plant has expanded its share of green energy to 40% through solar facility and water conservation efforts like a rainwater reservoir capable of storing 1200KL. In line with “Lead Sustainability #LikeABosch” JaP implemented smart evaporator system to treat wastewater. This innovative solution has yielded 30% reduction in Plant’s Scope1 emissions & decrease of 58 tons of Co2.

JaP continuing empowering and transforming lives through sustainable social initiatives.32nd Reverse Osmosis (RO) Plant is installed in nearby village to provide safe and clean drinking water to the community. It now benefits close 1 million lives. 21,000 trees were planted in partnership with CRPF, local Gram Panchayat with long-term sustenance plan as part of the afforestation project with a goal to reduce air & surface temperature and improve biodiversity in the long run.

Towards our journey of “Destination JaP”, team is working on consolidating VE IPN (International Product Network) business to Jaipur plant along with team from Higashimatsuyama plant. By 2025 entire VE manufacturing will be shifted to Jaipur and will be the only Bosch location for this product. As a part of future preparedness, the team is working on 3D printing technology which will be important considering the complexity, varieties, and small lot sizes it will be handling. The competency building of metallic 3D printing is in progress and Jaipur plant will be the hub for 3D printing for entire ROIN in future.

Naganathapura (Karnataka)-NhP

The Naganathapura Plant produces Spark Plugs, a product produced by the Bosch group for over a century. Productivity improvement projects were implemented in addition to safety and quality improvement programs. The plant produced its record highest ever volumes in 2023 and has made significant progress on its transformation journey of best performance. Digital Transformation continues to be a strategic focus area and the Plant is moving towards improving its digital footprint for Industry 4.0 with various projects like connecting the production lines and machines to a central platform to calculate OEE and production daily on real time basis. The Plant improved its operational excellence through structured implementation of Bosch Production System (BPS) in 2023 resulting in a significant jump in the maturity assessment of the same. Naganathapura plant was rated highest across all Bosch Plants, Locations in India in the Trust Index, in

the GPTW survey conducted in December-2023 by “Great Place to Work (GPTW)” organization. Spark Plugs business received increased orders for the export market, thereby Naganathapura Plant is transforming itself from being a “Local for Local” to “Local for Global” Plant. The Plant has sustained Gender Diversity with >30% of the flexible workforce being women deployed in shopfloor as of 1^st quarter of 2024. The Plant received an award at the National Level from AIOE - “All India Organization of Employers” in December 2023 for “Outstanding Industrial Relations” in the Manufacturing Sector. The basis for this award was the journey of business transformation and people excellence in the plant in the period 2021 -2023. The Chief Medical Officer of the plant received the 3^rd position in Karnataka state for “Best Medical Officer Award”. A new product Gasoline Filter was launched for manufacturing in the plant in Q2 2023. Further the production of Diesel Filters was transferred into the plant in Q3 2023. The Plant became a zero liquid discharge plant with installation of an evaporator along with a boiler and thereby exceeds the requirements specified the Karnataka State Pollution Control Board and has become a benchmark for the same. It continues to be a Carbon Neutral plant since July 2020. The plant grew at a steady pace and attracted new products to its portfolio. Gangaikondan (Tamil Nadu)-GanP Gangaikondan Plant (GanP) in Tamil Nadu is a proven strategic cost competitive location in Bosch and has made its presence felt with the competitive labor cost and quality levels, which meet IPN standards. The Plant continues to have product portfolio which comprises of Gasoline power train sensors, Fuel Supply modules, Air management products & Fuel Charge assemblies. Business Units like Sensor Division (SU), Components & Connectors (CC) and Gasoline Injection (GH), Diesel Components (DC) are further trying to enhance in-house manufacturing by relocating of lines from other overseas locations to support the “Local for Local” strategy. A significant achievement in the past year was increase in our export production share, improving from 8% to 10% which is projected to reach 15% in the coming years. This growth underscores our global competitiveness and reinforces GanP’s position as a reliable partner in the Bosch International Production Network (IPN). Another highlight of the year was the commencement of production for RKLE/DVE Line 2, capable of manufacturing valves for fuel cell applications also. This milestone not only reinforces GanP’s position as a benchmark in the industry but also signifies our proactive approach towards sustainable mobility solutions. We also managed to relocate Fuel Supply Module which is used in 2W applications from an extended work bench to Inhouse to improve the product Quality.

At GanP, we have charted a course towards the future with our vision firmly set on 2025. Our strategic roadmap, named “GanP Picture of Future,” envisions GanP as a beacon operational efficiency, Cost competitiveness and environmental sustainability. GanP has been awarded with New product “Flexi Fuel Rail” , a future core product for Ethanol blended Vehicles poised to revolutionize the automotive industry in India . This strategic move underscores our commitment to staying at the forefront of innovation and catering to evolving market demands. GanP is well prepared for the digital transformation and has taken up many projects to leverage the power of data and to improve the quality and logistics operations. Digitalization projects are taken based on Business Case and GanP is a pioneer in many digitalization projects in Bosch India. GanP’s commitment to excellence has been duly recognized through prestigious awards and accolades. We were honored to receive the VCS Runner-Up Award for Best Implemented Plant, a testament to our unwavering dedication to operational excellence and quality management and logistics award for Zero logistics complaints. Sustainability is one of the key focus areas and a significant progress has been made with the inauguration of Rainwater harvesting pond which has a storage capacity of 500KL which will reduce the freshwater consumption by 13%. Proposed renewable energy buy from Solar power under Group captive scheme which will enable usage of ~85% of Green energy . As GanP enters 10 years we proudly reflect on our journey guided by our logo, a symbol of our unwavering commitment to sustainability, growth, and people-centric values. Crafted by a GanP employee, our logo encapsulates our ethos, where every decision and action revolve around nurturing our planet, fostering growth, and placing our people at the heart of everything we do.

Chennai (Tamil Nadu)-ChiP

The Power Tools facility admeasuring approximately 7,000 sq. meters is located at SIPCOT Industrial Growth Center, Oragadam, Tamil Nadu. Power Tools India being declared as a region w.e.f 01.04.2024, the Plant gets to explore opportunities for consolidating not only local volumes but also the SAARC and RoW volumes under Region for Global Strategy. Chennai Plant tops the list of largest Power Tools Manufacturer in India locally. It primarily manufactures Small Angle grinders, Large Angle grinders, and Marble cutters, Blowers, Drills, and two-kg Hammers, along with the respective motors. The Plant produces Blowers for the entire global market. Chennai Plant till date has a local share of >66% at component level and >72% localization rate at Finished goods level. The main highlight of the Plant is that 100% of associates on the Assembly lines at the shop floor are women. The Plant is certified for ISO14001:2015 and ISO45001:2018. The Plant is already a carbon neutral Plant which is mainly achieved by in house solar and purchase of green energy. The Plant was accredited with Power Tools Plant excellence award for three consecutive years since 2016 and awarded 2nd Best Plant during 2019 and 2nd Runners up within Power Tools international network of 20 Plants.

The Plant achieved a production volume of > 1.6 mio. Pcs in the year 2023. As part of the Region for Global strategy, Power Tools Board Management has already set up a Local Engineering Center in 2023 and the team is equipped with the necessary know how. This Engineering Center will work for Engineering & development of both Corded and Cordless Power Tools. As part of MAKE IN INDIA plan and to support the PT India Future Proofing , Plant also is working on localization of components and intends to remain future relevant by embracing appropriate digitalization in key business processes to enhance operational efficiency and productivity.

Smart Campus

Our smart campus, inaugurated in 2022, continues to garner significant recognition LEED Platinum Certificate. Two iconic buildings achieved the prestigious certification by USGBC, demonstrating exceptional environmental performance under the latest V 4.0 standards - a distinction held by very few facilities in India. Further enhancing our smart work environment, we’re remodeling existing buildings to align with our evolving strategy. The inspiring workspace created in our newly transformed administration building, now known as T-Hub, exemplifies this commitment. T-Hub will empower around 500 future entrepreneurs. This year, we increased our rainwater harvesting capacity by 50%,

bringing the total to 4 million liters. With this expansion, average rainfall could potentially fulfill 65% of our annual freshwater needs. We remain committed to the principle of ‘Digitalization for Sustainability and Sustainability in Digitalization’ leveraging technology to achieve our environmental goals, such as Emission reduction, Resource Conservation and Health. These initiatives not only create value but also make our campus an even more attractive destination for top talent.

INFORMATION TECHNOLOGY AND DIGITAL TRANSFORMATION (IT AND DT)

In the pursuit of sustained growth and competitiveness, continued investments in technology to drive operational excellence and seize new opportunities in digital era is of paramount importance. In an increasingly dynamic business landscape, these efforts are pivotal. Here are the key highlights of this journey:

1.    Enhanced Business    Partnerships: We have

intensified collaboration across our manufacturing plants and corporate functions to strengthen our digital transformation endeavors. By leveraging IT and digital partnerships, we are remaining agile and responsive to evolving business demands.

2.    Customer-Centric Innovation: In our pursuit of customer-centric innovation we have fostered digital interface between customers and Bosch. By enhancing connectivity and accessibility, we are poised to cater to evolving customer needs with respect to data transparency and seamless exchange of relevant data.

3.    ERP Process optimization: Our ERP process specialist team has conducted rigorous process maturity assessments across all locations and process areas. Through this comprehensive analysis, we have identified key areas for optimization and enhancement. These improvements are vital in preparing the organization for embracing digitalization and operational excellence.

4.    Mobile Application for maintenance operations:

Addressing the challenge of machine downtime and support needs within our plants, we have deployed mobile applications. This solution facilitates transparent issue resolution, thereby improving productivity, ensuring seamless operations, and enhancing overall efficiency.

5.    Triage for IT and Digital Requirements: We have set up Triage process/ platform to serve and streamline discussions pertaining to web applications, mobile apps, and digital projects through our Project Management Office (PMO). With this we aim to drive impactful digital initiatives across the organization

avoiding redundancy of efforts across plants and value chain.

6.    Modernization of Web/Mobile Applications:

Throughout the year, our focus remained on modernizing and rationalizing web applications to enhance the overall employee experience. Various state of the art applications for Travel, Leave, Performance Management, and People Development were successfully deployed, aiming to streamline processes and improve efficiency. Across the organizational landscape, mobile applications have emerged as essential tools for optimizing operations and boosting productivity.

7.    Continuous IT Infrastructure Upgrades: In

alignment with our commitment to maintaining robust security measures and meeting evolving application requirements, we continued to upgrade our IT infrastructure. These efforts ensure our systems are equipped to support the demands of future digital initiatives, safeguarding our operations’ integrity and reliability.

8.    IT Cost Optimization: In our drive for cost optimization, we’ve maximized IT efficiency through asset optimization, removing unused software, and aligning user licenses with actual usage. This rationalization enables resource allocation to strategic priorities, fostering sustainable growth for stakeholders.

9.    Digitalization Transformation: We continue to orchestrate our Digital Transformation journey focused on “Knowing Digital to Doing Digital to Being Digital.” We have made progress in each of the strategic action pillars - Intelligent Automation, Data Driven Decisions, People-Capabilities, Employee & Customer experience, Partner Eco-system. Our strategic framework has helped us to drive digital initiatives across multiple functions and business divisions, enabling us to serve our stakeholders better and enhance operational efficiency.

10.    Focus on Data Quality: The quality of the data we work is of utmost importance. Clean, accurate, and readily available data serves as the foundation for reliable insights and informed decision-making. Through our initiative CSI (Continuous Standardization and Improvements), we are prioritizing data quality, thereby laying a strong foundation for data led, data-driven decision-making across the organization.

11.    Center of Excellence - Data and Analytics: In today’s data-rich world, Bosch India recognizes the immense potential of data analytics to optimize operations and drive strategic decision-making. To

unlock this potential, we have established a Center of Excellence (CoE) for Data Analytics. This initiative aims to cultivate a robust analytics capability across all major functional teams within the organization. This initiative builds upon a foundation of successful programs like:

•    Data Day 2023, themed “From Data to Decisions,” spotlighted 25 carefully selected analytics projects spanning various functions and locations. The event fostered cross-functional learning and cultivated a vibrant community of practitioners, facilitating the exchange of ideas and insights.

•    LEAPS (Learn-Apply-Solve) Program: Within the CoE Analytics, we launched a capability-building initiative designed to empower associates from various functions with essential data analytics skills. This program has enabled a group of associates to drive 27 impactful projects, showcasing the success of the LEAPS program in fostering data-driven innovation throughout the organization.

The comprehensive impact of the CoE Data and Analytics is detailed below:

12. Center of Excellence - Intelligent Automation:

TheCenterof Excellence for Automation is persistently nurturing a community of citizen developers poised to propel automation across our operations. This initiative has empowered us to leverage automation effectively, enhancing productivity, reducing costs, and elevating work quality. In our unwavering commitment to innovation, we have hosted three “Speedathons” (a fusion of Speed week and Hackathon), serving as dynamic platforms for swift solution development and deployment. Accelerating from idea to implementation, these “Speedathons” leverage trained citizen developers from the COE, expediting the realization of automation projects. A testament to our success is the CII DX award received for our pioneering COE Automation approach.

13.    DigiNext : We are continuously assessing Next-Generation Technologies to stay at the forefront of innovation. In this endeavor, we have conducted evaluations of Generation AI through pilot projects, aimed at understanding their impact on operations, customer experience, and knowledge management. These pilot initiatives were centered on exploring possibilities and assessing value propositions. As we move forward, we are scaling up select pilot projects into full-fledged solutions this year.

14.    Awards and Accolades:

We received numerous industry awards and accolades this year, recognizing our commitment to digital transformation. Bosch India was honored with four prestigious Confederation of Indian Industry - Digital Transformation Award CII-DX) 2023 for ou r exceptional initiatives in TRAVIS(Transport Management System), RFID Digital Manufacturing, Paperless Shopfloor, and Center of Excellence in Automation. Additionally, we are delighted to have been awarded the AEGIS Graham Bell Award(Largest innovation award supported by the Ministry of Electronics and Information Technology, Government of India) for our innovative transport management solution, which effectively addresses business challenges by leveraging digital technologies.

CHANGE INITIATIVES Value Chain Strategy

Manufacturing has been our core for a long time. In order to future-proof our business in terms of long-term profitability and prepare the operations ecosystem to face disruptive events, we laid out a comprehensive Value Chain Strategy. NXT, complementing the BBM operations strategy, aimed at driving impactful growth through customer delight, people excellence, innovative industrialization, and operational excellence.

The Value Chain Strategy for Region India is with a vision to make Bosch India ‘a preferred global value chain partner’ focuses on being competitive and operating at a worldwide benchmark level with respect to Safety, Quality, Costs & delivery. We are convinced that local manufacturing at a world-class level will enable local for local & also local for Global. The Strategy will enable Our local manufacturing sites to produce products sold in India and beyond.

The entire program is steered and driven by the Agile Operation Governance Model, which has gained global acceptance within Bosch. The program spans 12 entities of RO-IN and comprises 12 Strategic Action Fields. This program has successfully run, meeting the targets of both enabling and performance KPIs. i4.0 in Bosch Limited

Connected Industry (i4.0) is speed boaster for production performance and it is one of the key strategic pillars for Now, Next, and Beyond. Under Value Chain Strategy -Data Driven Value Chain is one of the strategic action fields to strengthen data driven approach across E2E value chain (KPI: Digital maturity index) and align with RB global standardization with Bosch Manufacturing and Logistic platform roll out and build digital competence for upskilling and generating more business benefits across manufacturing plants for benchmarking performance. Bosch Production System (BPS)

BPS in Value Chain is another strategic action fields in our Value Chain Strategy. Main focus is to foster Intrapreneurship, Race to Results and cultivate a Flexible Value Chain within the value stream. BPS Improvable System framework helps in fulfilling Plant’s Business requirements through the implementation of System CIP Projects, interlaced with Agile methodology to achieve results faster.

Toyota Kata was piloted at Naganathapura plant which empowered Managers to develop their coaching abilities with embedded micro-skills. This has enhanced approaching the improvement with a new paradigm and thereby achieve sustainable and impressive results.

To enhance speed in execution of projects, Speed Weeks are widely embraced by plants to achieve project realization within 3 to 5 days. Over 70 Speed Week Coaches have been Qualified to manage projects emphasizing on optimizing machine utilization to increase Overall Equipment Effectiveness (OEE), minimizing changeover time, boosting productivity, reducing lead times, and stabilizing material flow in manufacturing to align with customer expectations and business objectives.

The implementation of Lean Line Design (LLD) has further facilitated more flexibility in assembly lines while establishing new standards for increased Productivity. Co-Create platforms for sharing best practices among various BUs has motivated numerous individuals to embrace and implement these practices in their respective plants. To expedite project realization, digitalization tools such as ProCon, eLPC, My Measures, and MES have been implemented to enhance transparency and decisionmaking processes. This streamlined approach aids in efficiently reaching business performance targets.

As an add-on, BPS GO! initiatives focusing on Leadership Commitment, Everybody’s CIP, Waste-free Stable flow and Investment Efficiency are taken forward to refocus lean operations and to create a culture of continuous improvements to increase Operational competitiveness.

Climate Action

Bosch sees itself as a pioneer in climate action and has anchored this aspiration in its sustainability vision. The corresponding strategy includes four levers: improving energy efficiency, generating more energy from renewable sources, expanding the purchase of green electricity and -as a last resort - offsetting unavoidable CO2 emissions with Renewable energy certificates (IREC) and Carbon credits. Bosch Limited has adopted a systematic 4E (Energy Audit, Energy re-tuning, Energy Lifecycle and Energy Culture) approach and embracing digitization thro’ 4C approach (Connect, Communicate, Consolidate and Cognitive). Across India, 8 locations will benefit from improved energy efficiency projects. The target is to realize 3 % reduction year on year.

Under the banner of new clean power, Bosch aims to drive renewable energy generation - both through in-house generation at its company locations and through long-term supply contracts that will ultimately enable the external construction of new photovoltaic plants.

During the financial year 2023-2024, out of the total energy demand of the Company, 18% of the demand is met through in house solar power plants, 69% is met through combined volume of purchased green electricity from existing plants and corresponding guarantees of origin. The emissions from stationary and mobile combustion were compensated with carbon credits which amounts to 13% of total energy requirement”.

At the same time, we are broadening the focus of our activities to also reduce emissions produced outside Bosch’s direct sphere of influence, for example at suppliers, in logistics, or when our products are used - known as scope 3 emissions. Our aim is to reduce these upstream and downstream emissions by 15 percent in absolute terms by 2030, compared with the baseline year 2018.

Note: Data is for the calendar year2023 Work safety

Bosch strives to motivate associates to integrate safety measures in their lives and educate others about those measures. Maintaining and promoting the health & safety of our employees is a very high priority at Bosch. We want to prevent accidents and illnesses from happening in the workplace.

At Bosch, we are driving Value Chain Strategy (VCS.NXT) where one of the key strategic action fields is the topic of “Zero Accident.” This strategic action field has 3 sub field: 1. Mindset 2. Responsibility & Accountability and 3. Engagement.

The objective of the sub fields of strategic action is to reinforce safety culture across different levels. The initiative of Behavior Based Safety drive, Industrial hygiene practice is to enhance the reporting of incidents, First aid cases, and to establish the better safety culture among the associates & to improve the safety performance.

Also, the initiative of Front-Line Manager (FLM) empowerment which empowers and motivates the line managers to enhance the safety culture within their respective areas of responsibilities.

In the area of automation of safety measures and digitization of the safety process, we continue to use evolving technology to strengthen safety interlocks in conventional machines and equipment’s (MAE’s) and the objective is to establish fail-safe safety interlock systems. Internal specialists in machine building are enabling developing skill and competency in fail-safe safety systems.

Also, Bosch is sustaining the strategy of digitization and horizontal deployment of process like near miss reporting, online work permit system, MAE safety release and chemical management system.

We believe that the learning and development of individuals is a continuous process and plays a pivotal role in leading to improved overall performance. The overarching goal is to ensure the implementation of robust engineering controls for risk prone machines, aiming for zero accident and to improve Behavior Based Safety (BBS) at workplace. Associates play a crucial role in achieving this purpose and enhancing Behavior Based Safety (BBS). As an initial step towards achieving this purpose, the team organized a four-day training session in September 2023. The session was conducted in collaboration with an external competent agency, for the selected associates from the various value streams across plants.

Quality Management - 2023

At Bosch India, quality is our unwavering commitment. We strive for ‘Zero Defect’ across our entire value chain and continue to uphold our value chain strategy, anchoring our pathway to success with excellence.

Our strategic action field remains centered on initiatives aimed at strategic action fields - Customer First, Robust Value Chain and Problem preventing company. Collaborative efforts from teams across Bosch India are focused on enhancing and refining approach across 5 sub-strategic action fields with a clear KPIs established to monitor progress and drive continuous improvement. We invested significantly in training and skill development of flexible manpower, used data driven approach for quality excellence across the value chain. To foster the Quality mindset, which is integral to our operations, we have planned and followed up to finish Q mindset drives on 14Q basics, World Class SOP, FMEA line walks, Inquisitive Tech Session etc.,

Our commitment to excellence has yielded impressive results. In 2023, we achieved a notable 27% reduction in ‘0’ km customer incidences over previous year (OPY), underscoring our dedication to delivering high-quality products. Similarly, logistics incidences saw a significant decrease of 43% (OPY), underlining our focus on seamless supply chain operations. Furthermore, focusing on problem prevention has resulted in reduction of Internal Defect Costs by 4% (OPY) inspite addition of new products.

As a future focus, Customer Delight is our compass, guiding every aspect of our operations. We recognize the importance of consistently delivering quality products and services, enhance customer satisfaction and aim to position ourselves as a trusted partner for both current and future customers. In addition, Data analytics will continue to be prime focus on competency enhancement, problem prevention and reduction in failure cost using prediction model with AI and ML.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company. Mr. Guruprasad Mudlapur (DIN: 07598798) retires by rotation at the forthcoming Annual General Meeting and is eligible for re-election.

Changes in the Board and Key Managerial Personnel Board of Directors

Mr. Karsten Mueller resigned as Whole-time Director of the Company with effect from the closing hours of September 1, 2023, as he was appointed as Executive Vice President Manufacturing in the Electrified Motion Division (EM/EM), Buhl and Schwieberdingen, Germany, effective January 01, 2024.

Mr. Bhaskar Bhat, Independent Director completed his second (2^nd) term with effect from the closing hours of March 31,2024.

Mr. S.V. Ranganath, Independent Director will complete his second (2^nd) term with effect from the closing hours of June 30, 2024

The Board places on record their deep appreciation of the valuable contributions made by Mr. Karsten Mueller and Mr. Bhaskar Bhat to the growth and profitability of the Company.

Key Managerial Personnel

As on the date of this report, the following persons have been designated as the Key Managerial Personnel of the Company pursuant to Section 2 (51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a)    Mr. Guruprasad Mudlapur - Managing Director and Chief Technology Officer

(b)    Mr. Sandeep Nelamangala - Joint Managing Director

(c)    Ms. Karin Gilges- Chief Financial Officer

(d)    Mr. V. Srinivasan - Company Secretary and Compliance Officer.

Independent Directors(IDs) and Lead Independent Director

All the independent directors of the Company meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1 )(b) of SEBI(LODR) Regulations, 2015. Declarations to

this effect have been received from them. The Independent Directors of the Company have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“MCA”) and are either exempt from the requirement

to undertake online proficiency self-assessment test or passed the same. The Board is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience (including proficiency). The Board of Directors at its meeting held on May 20, 2021, based on the recommendation of Independent Directors, appointed Mr. Bhaskar Bhat as the Lead Independent Director.

As the Lead Independent Director, he shall be responsible for the following:

(a)    Lead exclusive meetings of the IDs and provide feedback to the Chairperson/Board of directors after such meetings.

(b)    Serve as liaison between the chairperson of the Board and the IDs.

(c)    Have the authority to call meetings of the IDs; and

(d)    If requested by shareholders (case to case basis), ensure that he/she is available for consultation and direct communication.

As Mr. Bhaskar Bhat, Independent Director completed his second (2^nd) term with effect from the closing hours of March 31,2024, the Board decided to discontinue with the position of Lead Independent Director from April 01,2024. Familiarization Programme for Independent Directors The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc., through various programmes. These sessions are delivered upon induction of a new Director, as well on an ongoing basis. Regular presentations are made at the Board Meetings by the Executive Directors and other Senior Management persons which gives an opportunity to the Directors to interact with the Management and get an overview of the operations and familiarize with matters related to the Company’s values and commitments. The Directors are provided with all information on regular basis to enable them to have a better understanding of the Company, its operations, and the industry in which it operates. The Directors are also made aware about their roles and responsibilities on regular basis.

For details of familiarization programmes of the Independent Directors and number of hours please refer to the Corporate Governance Report.

Performance Evaluation of Directors

In line with the provisions of the Act and the Listing Regulations, the Nomination & Remuneration Committee and the Board have carried out an annual performance evaluation of its own performance, Committees, and individual Directors.

For details of the performance evaluation including evaluation criteria for Independent Directors, please refer the Corporate Governance Report.

BOARD MEETINGS

During the year under review, five (5) meetings of the Board of Directors were held. The particulars of the meetings and attendance thereat are mentioned in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

As on the date of this report, the CSR Committee comprises of Mr. Gopichand Katragadda as its Chairman (from April 1, 2024), Ms. Hema Ravichandar (Independent Director), Mr. Soumitra Bhattacharya (Non-Executive Director) and Mr. Guruprasad Mudlapur (Managing Director), as its members.

The CSR Committee oversees the Company’s CSR initiatives. Details of the CSR Committee meetings and attendance thereat forms a part of the Corporate Governance Report.

The Board of Directors at its meeting held on May 20, 2021, amended the CSR policy in line with the provisions of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021. The CSR policy, inter-alia, deals with the objectives of the Company’s CSR initiatives, its guiding principles, thrust areas, responsibilities of the CSR Committee, implementation plan and reporting framework.

Some of the key CSR initiatives during the year under review include the following:

1. EMPLOYMENT AND LIVELIHOOD ENHANCING SKILL DEVELOPMENT

a. BRIDGE (Bosch’s Response to India’s Development & Growth through Employability Enhancement): It is a decade old vocational training initiative, through which thousands of less-educated youths skilled on short term industry-relevant employability skills leading to their entry-level employment in the service industry. Dividing the time between classroom training on soft and life skills and On-the-Job training (OJT), this program has helped lesser-privileged, unemployed youth get suitable employment. In 2023-24, 15947 youth from across 19 states, were trained through 400+ active BRIDGE training partner centers. This skilling initiative has been able to reach out to and train 58% girl beneficiaries. 60% youth were placed in lucrative jobs during the year.

b.    Persons with Disabilities (PWDs) skill development: Our approach in ensuring that our social engagement initiatives are inclusive, this year 150 youth with disabilities were trained in sector specific skills through expert partnerships. This program catered to youth with different disabilities including visually impairment, speech and hearing impaired, locomotive disability, dwarfism, and cerebral palsy. 68% of the beneficiaries have been placed so far.

c.    Train the Trainers (TTT): To overcome one of the key challenges of lack of experienced and quality Trainers, Bosch scaled it ‘Train the Trainer’ (TTT) program during the year utilizing online and offline modes of training to ensure reskilling and upskilling of carefully identified trainers from across several states in India. The assessment of this training was also made rigorous which has been instrumental in ensuring delivery of high-quality training by these Trainers at their respective training centers. 1205 Trainers were trained in 202324, which was 4 times the number of trainers trained in the previous year.

d.    Skill Development for Caregivers: The Caregiver skill development initiative has been focused on imparting basic medical care skills to young trainee caregivers, augmented by on-the-job training opportunities facilitated at hospitals and nursing institutions. In the reporting year, a total of 2029 youths benefitted from th is program with 70% being placed in different medical institutions.

e.    Skill Development in Basic Automotive Sales and Services: The objective of this program is to identify youth who are keen to work or start their own enterprising in automotive sales and service sector. 2718 youths were trained during the year 2023-24.

f.    Capacity building of not-for-profit organizations working on skill development of youth: Not-for-profit organizations play a vital role reaching out with support for vulnerable and marginalized communities, especially in those locations, where government initiatives and private sector involvement is limited. However, several social organizations especially working on skill development in Tier II, Tier III cities and rural locations lack complete understanding of crucial aspects of skill development, including current government policies, development

schemes, best practices, and the overall skill ecosystem. This training was designed to equip NGO representatives, especially those working on skill development and promotion of entrepreneurship, with necessary skills and knowledge to implement skill development programs effectively at the grassroots level. By doing so, they will be able to provide training and placement opportunities for youths, enabling them to generate their livelihoods and become self-sustainable. 46 NGO representatives from multiple states, completed this training through two defined modules.

g.    BRIDGE Foundation - Train the Teachers:

The National Education Policy (NEP) 2020 aims to weave in the strands of 21st Century Skills in the schooling system through inclusion of various processes in education and its mode of delivery. The BRIDGE Foundation program aimed to reach the students through education providers “Teachers” by skilling them to enhance their contribution by enabling and building their capabilities and utilizing experiential teaching methodologies. 40 Teachers in Ramanagara district of Karnataka were trained and developed through this initiative, who eventually impacted 1348 students through improved quality of instruction via teaching.

h.    Life Skills development program for children and adolescents: The objective is to develop life skill & creativity in children through sports, storytelling and experiential learning which develops their confidence, helps them understand and decide a future profession/ career that they are interested in thus helping them in pursuing related livelihood opportunities for themselves. In the reporting year, 963 children from 20 villages of Ramanagara district in Karnataka have benefitted from this program.

2. ENVIRONMENT SUSTAINABILITY & WATERCONSERVATION

a. Lake Rejuvenation and Maintenance: The

Shanumangala Lake in Bidadi Karnataka, was adopted a few years back for rejuvenation to enhance its water holding capacity by removing the silt and develop the lake into the receptacle for rainwater harvest, develop green cover in the lake fore shore as an oxygen rich pocket, restore bio-diversity inclusive of flora & fauna and protecting it from encroachment. The lake is

being maintained by Bosch over the past 4 years including during the reporting year. Another lake, Sheshagirihalli in Bidadi, Karnataka was adopted during the year for rejuvenation. Shanumangala lake, continues to benefit more than 6500 individuals, 600 cattle and Sheshagirihalli lake is expected to benefit more than 11200 individuals and 600 cattle post completion of rejuvenation and related activities.

b. Supporting environment conservation through Afforestation: Under this project in year 2022-23, we have planted 42,000 saplings in Nashik, Jaipur, and Chennai and continuing the initiative, we planted 11,000 saplings at the Jaipur location in the current financial year, altogether benefiting more than 107500 community members residing around the plantation locations. This project was executed in collaboration with local government agencies including the Panchayat, Forest Department, CRPF, etc. In addition, Bosch undertook Agroforestry project in Bidadi which encouraged the farmers to plant fruit-yielding and timber trees around the borders of their agricultural lands leading to enhances their income over few years. Have so far facilitated planation of more than 6500 saplings in the agricultural fields of 28 farmers and on the foreshore of the lakes.

3. HEALTH & HYGIENE SUPPORT TO COMMUNITY

a. Comprehensive eye check for school students and cataract surgery for the elderly: This project by Bosch intends to support the elderly and school children to prevent or cure ophthalmic issues such as cataract, vision impairment due to refraction errors and pterygium. During the reporting year, 3226 individuals were reached across 6 districts which included 2209 elderly for cataract and 137 Pterygium surgeries and 880 school children with vision impairment were provided spectacles.

b.    Reverse Osmosis (RO) Plant for safe and clean drinking water: The Reverse Osmosis (RO) plants set up by Bosch provide access to clean drinking water in need-based location around Jaipur. These locations face acute scarcity of drinking water due to high fluoride content. One RO plant was built in 2023-24, increasing the total count of Bosch supported RO plants to 33 since 2008, benefiting more than 23500 households each year.

c.    Mobile Medical Units (MMUs): One Mobile Medical Unit each has been deployed to cater to underserved communities in Jaipur, Nashik, and Chennai to promote preventive healthcare and provide access to basic healthcare services. In the reporting year these medical units reached out to more than 17800 beneficiaries, which also included referrals of 312 community members to tertiary care hospitals. Training & building capacities of frontline healthcare workers was also done through these medical units and several awareness sessions were conducted to promote preventive healthcare.

d.    Other interventions: Included supporting operational support to PHC in Adugodi, Akshaya Patra Mid-Day Meals Program and Multiple Sclerosis Society of India (MSSI). More than 12000 patients were treated at the PHC, 3334 school children received mid-day meals each school day and 45 patients of Multiple Sclerosis were provided with identified healthcare support.

4.    QUALITY EDUCATION:    INFRASTRUCTURE,VALUE EDUCATION & CREATIVE LEARNING

a.    Basic Infra support to Government Schools and Anganwadi’s: Bosch provided basic infrastructure and other educational material including STEM Kits to support improvement of education in government schools and Anganwadi’s in locations in Bidadi, Jaipur, Chennai reaching out to more than 6200 beneficiaries including 20 Teachers.

b.    Other initiatives included Science & Practical learning: This program supports to identified schools in Karnataka, Rajasthan, Madhya Pradesh and Uttarakhand through Creative Learning Labs, Value Education and Learning Centers for school dropout girl child benefiting more than 2893 students and 326 out of schoolgirls.

5.    INTEGRATED VILLAGE DEVELOPMENTINITIATIVES

a. Community Development Centers (CDCs):

CDCs were set up by Bosch to serve as a nodal center for driving positive change in the rural locations to facilitate and provide access to various Government schemes benefiting the citizens and needy people by handholding and awareness generation. During the year, five CDCs set-up in rural location of Bidadi, Nashik, Jaipur,

Gangaikondan and Chennai also provided various training and capacity building opportunities for diverse community members including access to IT facilities, health camps, awareness sessions on multiple topics, etc. During the year these CDCs provided benefit to 13589 individuals from 99 villages of across these locations by facilitating access to 50 different government welfare schemes.

6. DISASTER RELIEF

Bosch extended basic daily necessities and material support to 920 families affected by Cyclone “Michaung” in Chennai, Kancheepuram and subsequent floods in Tirunelveli District. Essential aid to the families in Kundrathur and Walajabad blocks in Chennai and in district Tirunelveli particularly those living along river Tamirabharani. Post the immediate need assessment of affected location, essential flood relief kits were procured which were tailored to the daily necessities of affected families, including perishable and nonperishable food items, clothing, blankets, and hygiene products. Bosch partnered with governmental bodies, including the Revenue Department, Panchayat, District Social Welfare office, NGOs, local authorities, schools, and community leaders, and volunteers from Chennai and Gangaikondan Plants coordinated the logistics meticulously for efficient distribution on ground and ensured relief supplies reached the most affected and.

Annual Report on Corporate Social Responsibility Activities of the Company for the FY 2023-24 along with the Impact Assessment of CSR Projects for the FY 2022-23 is enclosed as Annexure ‘E’ to this Report.

AUDIT COMMITTEE

As on the date of this report, the Audit Committee comprises of Mr. S.V. Ranganath (Independent Director) as its Chairman, Dr. Pawan Goenka (Independent Director), Mr. Bhaskar Bhat (Independent Director)(up to March 31, 2024), Ms. Hema Ravichandar (Independent Director), Mr. Markus Bamberger (Non-Executive Director & Chairman) (up to August 1, 2023) Dr. Gopichand Katragadda (Independent Director) Ms. Padmini Khare (Independent Director), Mr. Stefan Grosch (Non-Executive Director) (w.e.f August 2,2023) and Mr. Soumitra Bhattacharya (NonExecutive Director) (w.e.f August 2, 2023) as its members. The Members of the Committee possess accounting and/ or financial management knowledge and expertise. The Company Secretary of the Company is the Secretary of the Committee.

During the year under review, the Board accepted all the recommendations of the Audit Committee.

In pursuance of the amended SEBI Listing Regulations effective from January 01, 2022, members of the audit committee who are Independent Directors approve the related party transactions.

Details of the roles and responsibilities, particulars of meeting and attendance thereat are mentioned in the Corporate Governance Report.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURECOMPANIES

Subsidiary Companies

MICO Trading Private Limited (MTPL)

The summary of financial nos. of MICO Trading Private Limited (MTPL) for the FY 2023-24 are given below:

(TINR)
Particulars	FY 2023-24	FY 2022-23
Total Revenue	28	43
Profit/(Loss) before tax	(2)	(2)
Profit/(Loss) after tax	(2)	(2)

Robert Bosch India Manufacturing & Technology Private Limited (RBIM)

RBIM was incorporated as a subsidiary of Bosch Limited in 2020, with the objective to manufacture automotive products including automotive and electrical components. The Company is yet to start commercial activities.

The summary of financial nos. for the FY 2023-24 are given below:

(TINR)
Particulars	FY 2023-24	FY 2022-23
Total Income	-	-
Profit/(Loss) before tax	(2,562)	(2,050)
Profit/(Loss) after tax	(2,562)	(2,050)

The Audited Statement of Accounts of MTPL and RBIM can be accessed on the website of the Company at www.bosch. in under the “Shareholder Information” section.

Associate Companies

Newtech Filter India Private Limited (NTFI)

The Company holds 25% and Robert Bosch Investment Nederland B.V. holds 75% of the paid-up share capital of Newtech Filter India Private Limited.

NTFI is the manufacturer of automotive filters, selling their products to the Company, which further sells the same to end customers.

The financial performance of NTFI during FY 2023-24 is as under:

(MINR)
Particulars	FY 2023-24	FY 2022-23
Total Income	1,112	1,000
Profit/(Loss)before tax	29	24
PBT % on Total Income	2.6%	2.4%

Autozilla Solutions Private Limited (Autozilla)

The Company holds 26% in Autozilla Solutions Private Ltd., a Hyderabad based start-up, offering B2B e-commerce solutions for manufacturers, sellers, and buyers of automobile spare parts, as part of an initiative to establish effective digital ecosystem around vehicle workshops.

The financial performance of Autozilla during FY 2023-24 is as under:

(MINR)
Particulars	FY 2023-24	FY 2022-23
Total Income	42	23
Profit/(Loss)before tax	(37)	(31)
PBT % on Total Income	(89)%	(139)%

Joint Venture Company

PreBo Automotive India Private Limited (PreBo)

Prebo Automotive Private Limited is a Joint Venture Company in which the Company holds 40% of the paid-up share capital. PreBo is in the business of manufacturing/ assembly and supply of mechanical and electromechanical components and assemblies for automobile and nonautomobile industry.

The financial performance of PreBo for FY 2023-24 is as under:

(MINR)
Particulars	FY 2023-24	FY 2022-23
Total Income	958	1,218
Profit/(Loss) before tax	55	56
PBT % on Total Income	5.7%	4.6%

A separate statement containing the salient features of the financial statement of the aforementioned Subsidiaries, Associate and Joint Venture are disclosed under AOC-2 and is enclosed as Annexure ‘D’ to this Report.

Sale and transfer of Digital Mobility Business:

The Board of Directors of the Company at its meeting held on May 26, 2023, based on the recommendation of the Audit Committee, inter-alia approved the sale and transfer of the Company’s Digital Mobility business i.e. Project house mobility solutions which includes Mobility Cloud

 

Platform (MCP), Mobility Market (MM) and ParkZeus (PZ) as well as the Logistics Operating System (L.OS) business to Automobility Services and Solutions Private Limited, as a going concern on a slump sale basis for a cash consideration of 7,849 MINR (Rupees Seven Thousand Eight Hundred Forty Nine Million) excluding purchase price adjustment applicable up to the Closing Date (June 30, 2023).

The consideration was arrived at based on an independent valuation conducted by PwC Business Consulting Services LLP and Fairness opinion on the valuation provided by Corporate Capital Ventures Private Limited and RBSA Capital Advisors LLP.

The slump sale was approved by the Board of Directors in accordance with Section 188 of the Companies Act, 2013 and Regulation 23 of the Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations).

Sale of OE/OES Diagnosis business:

The Board of Directors of the Company at its meeting held on May 24, 2024, based on the recommendation of the Audit Committee, inter-alia approved the Sale and transfer of the Company’s OE/OES Diagnosis business to ETAS Automotive India Pvt Ltd (“ETAS”) along with all the employees, assets and liabilities of the said Business, as a “going concern” and by way of a slump sale for a cash consideration of not less than 456 MINR (Rupees Four Hundred Fifty Six million) along with a purchase price adjustment applicable up to the Closing Date (June 30, 2024).This was based on the global decision to move the OE/OES diagnosis business to ETAS.

The consideration was arrived at based on an independent valuation conducted by Price waterhouse Coopers Business Consulting Services LLP, Registered Valuer and Fairness opinion on the valuation provided by SPA Capital Advisors Limited.

The slump sale was approved by the Board of Directors in accordance with Section 188 of the Companies Act, 2013 and Regulation 23 of the Securities Exchange and Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations).

REMUNERATION POLICY

The Nomination and Remuneration Policy, inter-alia, provides for criteria and qualifications for appointment of Director, Key Managerial Personnel and Senior Management, Board diversity, remuneration to Directors, Key Managerial Personnel, etc. The policy can be accessed at the following link:https://www.bosch.in/media/our company/shareholder information/2022/investor service request forms/nrcpolicyboschltd.pdf

PARTICULARS OF EMPLOYEES

Your Company had 5,646 employees as of March 31,2024. Disclosures pertaining to remuneration of employees and other details, as required under Section 197(12) of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure “B ‘’ to this Report.

The information in respect of employees of the Company required pursuant to Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, will be made available in electronic mode to any shareholder upon request sent at secretarial.corp@ in.bosch.com. In terms of Section 136 of the Act, the said statement will be open for inspection upon specific request made in writing to the Company by the Members. None of the employees listed is related to any Director / KMP of the Company. The said information is available for inspection by the Members on any working day of the Company up to the date of the 72^nd Annual General Meeting.

RISK MANAGEMENT

The Company follows a specific, well-defined risk management policy, integrated with its operations. The Policy has been developed after taking cognizance of applicable statutory guidelines, Bosch internal on risk management, empirical evidence, stakeholder feedback, and expert judgment.

Complying with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, a Risk Management Committee (RMC) has been constituted for oversight of the Company’s risk management systems, policies, and practices. The Committee, consisting of Board Members and Department Heads, reviews risk inventory, controls, treatment measures and its progress, and make appropriate recommendations as necessary.

The Committee, inter-alia provides for the following:

(a)    to monitor and ensure effective implementation of the Company’s Risk Management Systems (RMS).

(b)    to monitor and approve the Company’s risk policy and associated practices.

(c)    to monitor the effectiveness of the overall risk management framework.

(d)    to review the Company’s overall risk profile and ensure that the risk-based decisions are within the Company’s risk appetite.

(e)    to ensure that the Company takes prudent measures to balance risk and reward in its business decisions.

WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Company has a Whistle Blower Policy, which includes vigil mechanism for dealing with instances of fraud and mismanagement.

Details of the Whistle Blower Policy have been mentioned in the Corporate Governance Report. The Whistle Blower Policy has also been uploaded on the website of the Company and can be accessed at the following link: https://www.bosch.in/media/our company/shareholder information/2018/whistle blower policy-3.pdf.

RELATED PARTY TRANSACTIONS

Prior approval of the Audit Committee is obtained for all related party transactions. The Audit Committee accords omnibus approval for Related Party Transactions which are in ordinary course of business, foreseen, repetitive in nature and satisfy the arm’s length principles. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transactions entered pursuant to the omnibus approval.

Additionally, the Company obtains a half yearly certificate from a Chartered Accountant in Practice confirming that the related party transactions during the said period were in ordinary course of business, repetitive in nature and satisfy the arm’s length principles.

The details of Related Party Transactions under Section 188(1) of the Act required to be disclosed under Form AOC - 2 pursuant to Section 134(3) of the Act is enclosed as Annexure ‘D’ to this Report.

The Company has framed a Policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. During February 2022, the Policy has been revised in line with regulatory amendments in SEBI Listing Regulations. The said Policy is hosted on the website of the Company and can be accessed at the following link: https://www.bosch.in/media/ our company/shareholder information/2022/related party transaction policy 09022022.pdf.

As reported in the last year’s Report by the Auditors regarding the Company not obtaining prior approval from its shareholders as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of related party transactions of ' 11,999 million, the Company had filed an application with the Securities Exchange and Board of India (“SEBI”) on June 07, 2023, in accordance with the SEBI (Settlement Proceedings) Regulations, 2018, to settle non-compliance with Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 i.e. exceeding the materiality threshold of ' 1,000 crore during the financial year 2022-23 for transactions with Bosch Automotive

Electronics India Private Limited (“RBAI”) without obtaining prior approval of the shareholders.

A meeting was held by SEBI with its Internal Committee on November 22, 2023, in respect of the said settlement application filed by the Company and pursuant to the discussions during the said meeting, the Company had proposed to offer ' 11,60,000 towards settlement terms as full and final settlement in respect of the non-compliance, without admitting or denying any violation.

In terms of the Settlement Regulations, the offer made by the Company was placed before the High-Powered Advisory Committee and thereafter with the Panel of Whole Time Members of SEBI for approval. In this regard, the said application along with Revised Settlement Terms (RST) proposed were examined by the independent High Powered Advisory Committee (HPAC) which having considered the facts and circumstances of the case, recommended that the specified proceedings may be settled upon payment of '11,60,000 ( Eleven Lakh Sixty Thousand Rupees), legal charges of ' 0 ( Rupees), disgorgement charges of ' 0 ( Rupees)and compliance of non-monetary terms, if any. Upon consideration of the recommendations of HPAC, SEBI has in principle agreed to accept the terms of the settlement recommended by the HPAC, subject to Regulations 28 and 31 of the Settlement Regulations.

Accordingly, the Company paid ' 11,60,000 ( Eleven Lakh Sixty Thousand Rupees), legal charges of ' 0 ( Rupees), disgorgement charges of ' 0 ( Rupees)to SEBI within 30 calendar days from January 31,2024 (in terms of Regulation 14(3) of the Settlement Regulations). A settlement order was passed in respect of the settlement application on March 28, 2024, by SEBI and the settlement proceedings stands concluded.

ENERGY    CONSERVATION,    TECHNOLOGYABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 of the Act read with Rule 8 of Companies (Accounts) Rules, 2014, is enclosed as Annexure ‘A’ to this Report.

AUDITORS Statutory Auditor

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, Messrs. S. R. Batliboi & Associates LLP (member firm of Ernst & Young) (Firm Regn. no. 101049W/E300004)), were appointed as Statutory Auditors of the Company for a term of 5 years, to hold office from the conclusion of 70^th Annual General Meeting held on August 3, 2022, until the conclusion of 75th Annual General Meeting to be held in 2027.

The Audit Committee annually reviews and monitors the performance, independence of the Statutory Auditors and effectiveness of audit process.

The Auditors have issued an unmodified opinion on the Financial Statements, for the financial year ended March 31,2024. The said Auditors’ Report(s) for the financial year ended March 31, 2024, on the financial statements of the Company forms part of this Annual Report.

Cost Audit & Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, appointed Messrs., Kamalakara & Co., Cost Accountants, Bengaluru (Registration No. FRN 000296) as Cost Auditors to audit the following cost records of the Company for the Financial Year 2024-25 in terms of the provisions of Section 148 of the Companies Act, 2013.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm’s length relationship with the Company.

In terms of the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor requires ratification by the Members of the Company.

In terms of the requirements of the said section, the members are required to ratify remuneration payable to the Cost Auditors. Accordingly, resolution ratifying the remuneration payable to Messrs. Kamalakara & Co., Cost Accountants will form part of the Notice convening the 72^nd Annual General Meeting.

As per Section 148 (1) of the Companies Act, 2013, the Company is required to maintain Cost Records. Accordingly, Cost Records and Cost Accounts are duly maintained by the Company.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Pramod S.M, Partner BMP and Co. LLP, Company Secretaries, for the Financial Year 2023-24. The Report of the Secretarial Auditor is enclosed as Annexure ‘F’ to this Report. The Secretarial Auditors’ Report have the following observations.

Auditor Observations:

a) Non-Compliance of Regulation 21(3C) of SEBI (LODR) Regulations 2015: The meeting of the Risk Management Committee was convened on November 07, 2022, and May 10, 2023, in accordance with the provisions of Regulation 21 (3A) and Regulation 21 (3B) of SEBI (LODR) Regulations, 2015. However, the gap between these two committee meetings had exceeded the stipulated maximum duration of one hundred and eighty days, as outlined in Regulation 21(3C). There was a delay of 5 days between the previous committee meeting held on November 07, 2022, and the subsequent meeting held on May 10,2023.

Reply: We acknowledge the non-compliance high lighted regarding the timing of the Risk Management Committee meetings as per Regulation 21 (3C) of the SEBI (LODR) Regulations, 2015. There was indeed a delay of 5 days between the previous meeting held on November 07, 2022, and the subsequent meeting on May 10, 2023. The delay was unintended and resulted from unforeseen circumstances and scheduling conflicts. Nonetheless, we recognize the importance of adherence to regulatory requirements and will take necessary measures to ensure timely compliance in the

future. We assure of our commitment to maintaining transparency and fulfilling our regulatory obligations. b) Maintenance of physical servers in India as per Rule 3 of the Companies (Accounts) Rules, 2014:

As per the requirements of Rule 3 of the Companies (Accounts) Rules, 2014, the Company needs to maintain its servers for a daily back-up physically in India, but the Company is maintaining its servers for back-up physically outside India.

Reply: The books of accounts maintained in electronic mode continues to be backed-up on a daily basis on a server which is located in Bosch Germany and in Singapore. From April 2024 onwards the Company has started to back up the books of accounts on a server located within India on a daily basis.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of fraud committed in the Company by its Officers or Employees to the Audit Committee under Section 143 (12) of the Act.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors report that:

i.    in the    preparation of the    annual accounts,    the

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

ii.    they have selected and consistently applied accounting policies and have made judgements and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and the profit of the Company for that period.

iii.    proper    and sufficient care    has been taken    for

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.

iv.    the annual accounts have been prepared on a ‘going concern’ basis.

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

vi.    proper    systems to ensure    compliance with    the

provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

 

DEPOSITS

During the year under review, there were no deposits accepted by the Company as per the provisions of Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments between the end of the year under review and the date of this report affecting the financial position of the Company.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2024, is available on the Company’s website at https://www.bosch. in/our-company/shareholder-information/ under Statutory reports.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

1.    Number of complaints of sexual harassment received in the financial year (April 01,2023, to March 31,2024): 2

2.    Number of complaints disposed off during the financial year: 2

3.    Number of cases pending for more than 90 days: Nil

4.    Number of workshops or awareness programmes carried out in connection with sexual harassment: 7 (Seven)

5.    Remedial measures taken by the Company: POSH@ BOSCH - Campaign through mailers, Awareness sessions for contract and temporary employees (Ideally Vendor is supposed to conduct, however proactively as a primary employer we have taken the initiative), offline training for Blue Collar associates (refreshers).

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT

In terms of the requirements of Regulation 34 (2) (f) of the SEBI Listing Regulations, a report on Business Responsibility and Sustainability Report on the environmental, social and governance disclosures in the format and assurance of the Business Responsibility and Sustainability Report Core forms a part of this Annual Report as Annexure ‘G’ to this Report. The BRSR Core disclosures have been independently assured by an external agency, TUV India Private Limited.

CORPORATE GOVERNANCE

A report on Corporate Governance in terms of the requirements of the Listing Regulations and a certificate from the Practicing Company Secretary, forms part of this Annual Report as Annexure “H” to this Report.

SECRETARIAL STANDARDS

The applicable Secretarial Standards i.e., SS - 1 and SS - 2, relating to “Meeting of the Board of Directors” and “General Meetings”, respectively, have been duly complied by the Company.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions/events on these items during the year under review:

i.    Issue of Equity Shares with differential rights as to Dividend, voting or otherwise.

ii.    Issue of Shares (including Sweat Equity Shares) to employees of the Company under any scheme.

iii.    Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future.

iv.    Voting rights which are not directly exercised by the employees in respect of Shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67 (3) (c) of the Act).

v.    Difference between amount of valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions.

vi.    Application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016.

vii.    Revision of financial statements and Directors’ Report of your Company.

FOREIGN EXCHANGE MANAGEMENT (NON-DEBT INSTRUMENTS) RULES, 2019

The Company has complied with Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 and certificate from the auditor’s certifying compliance of the said provisions has been obtained.

CODE FOR PREVENTION OF INSIDER TRADING

Your Company has adopted a Code of Conduct (“Code”) to regulate, monitor and report trading in Company’s shares by Company’s designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Code, inter alia, lays down the procedures to be followed by designated persons while trading/ dealing in Company’s shares and sharing Unpublished Price Sensitive Information (“UPSI”). The Code covers Company’s obligation to maintain a digital database, mechanism for prevention of insider trading and handling of UPSI, and the process to familiarize with the sensitivity of UPSI. Further, it also includes code of Practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on your Company’s website https://www.bosch.in/media/ our company/shareholder information/2018/code of fair disclosure.pdf.

ACKNOWLEDGEMENTS

The Directors express their gratitude to the Government of India and State Governments of Karnataka, Maharashtra, Rajasthan, and Tamil Nadu for their continued cooperation extended to the Company. The Directors also thank all customers, dealers, suppliers, banks, members, and business partners for the excellent support received from them. The Directors would also like to acknowledge the exceptional contribution and commitment of the employees of the Company during the year under review.

CAUTIONARY STATEMENT

Statements in the Board’s Report and the Management Discussion & Analysis describing the Company’s objective, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed in the statement.