Directors Report of Bosch Ltd.

Mar 31, 2025

The Directors have pleasure in presenting the 73^rd Annual Report together with the Audited Financial Statements for the Financial Year ended March 31,2025.

FINANCIAL RESULTS

The following are the standalone financial highlights for

the Financial Year 2024-25:

[MINR]
Particulars	2024-25	2023-24
Sale of Products	169,316	158,845
Of which Export Sales	14,054	12,790
Profit Before Tax (w/o exceptional items)	27,312	23,372
Profit Before Tax (including exceptional items)	27,326	31,810
Total tax expense	7,193	6,905
Profit for the year	20,133	24,905
Other comprehensive income/ (loss) (Net of tax) for the year	2,426	(91)
Total Comprehensive income for the year	22,559	24,814

DIVIDEND AND TRANSFER TO RESERVES

Based on the good financial performance for the year under review coupled with strong balance sheet strength with no debt, substantial liquidity, high cash reserves and considering future cash flows, the Board of Directors have recommended a final dividend of ' 512 per equity share for the financial year 2024-25 for the approval of the members at the 73^rd Annual General Meeting of the Company. The total dividend payout ratio is approximately 75% for 202425.

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 and is enclosed as Annexure ‘H’ to this Report.

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 Economic Scenario Macroeconomy in 2024:

Global growth was unsynchronized across the developed, emerging/developing economies in the year 2024, where US saw its growth projections for 2024 being revised upwards, due to strong private demand in the US, outpacing expectations. On the other hand, Eurozone countries, UK and China saw slower-than-expected growth, though inflationary impulses came down as well. Consumer demand was muted, and the export powerhouse of Europe saw a slowdown in overall demand. Overall, the US economy emerged as the key driver of global growth among developed markets, also getting the moniker of “US exceptionalism.”

India, though logging in another year of positive growth and the “fastest growing economy tag,” also experienced a moderate slowdown compared to the previous years due to higher base impact with private capex not gathering the necessary momentum.

Global Economy

Global growth expectations are unraveling - in the US, due to trade issues and in other developed countries due to uncertainty. Global growth is projected to drop to 2.8% in 2025 and 3.0% in 2026 (down from 3.3% for both years from the earlier forecast) and much below the historical average of 3.7% (2000-2019).

Growth in advanced economies is projected to be lower at 1.4% in 2025 (Actual 2024: 1.8%), on account of increased policy uncertainty, trade tensions, geo-political risks, and softer demand momentum. In emerging and developing economies, growth is expected to slow down to 3.7% in 2025 and 3.9% in 2026 (Actual 2024: 4.3%), with significant downgrades for countries affected most by recent trade measures from the US, such as China.

Global headline inflation is expected to decline, albeit at a slower pace than what was expected initially, reaching 4.3% in 2025 and 3.6% in 2026, with notable upward revisions for advanced economies and slight downward revisions for emerging market and developing economies in 2025. This also leads to projections of stagflation impulses in few developed economies. This is intensifying the downside risks that dominate the economic outlook, amidst escalating trade tensions and financial market adjustments.

On the upside, a de-escalation from current tariff rates and new bilateral trade agreements may provide clarity and stability in trade policies that could lift global growth. Due to the soft growth projections, oil prices are also showing signs of correction, which could impact inflation positively.

Indian Economy

The uncertainties in the global economy may weigh on India’s growth this year. However, India is relatively more stable due to dependence on the domestic market and expected to grow at 6.2% in 2025-26 and 6.3% in 202627 (Provisional Actual: 6.5% in 2024-25), supported by domestic private consumption, particularly in rural areas, but this is 0.3% points lower than the earlier forecast due to escalating levels of trade tensions and global geopolitical uncertainties. The recent domestic conflicts with the neighboring country may also add to the uncertainties. However, the central bank, RBI is expected to cut interest rates further, to support growth.

Amidst the gloomy outlook, the latest IMF forecasts provide a positive take on India, which is set to overtake Japan as the world’s 4^th largest economy in 2025. As per latest projection by IMF, India will remain the fastest growing major economy over the next 2 to 3 years.

Industry Structure and Development Automotive

Indian Automotive Industry 2024-25: Resilient Growth Amid Geo-Political Headwinds

Despite entering 2024-25 with a high base from the previous fiscal year and contending with global economic uncertainties and India’s general elections, the Indian automotive industry demonstrated resilience and adaptability, delivering a varied performance across segments, with 4-wheeler production reaching a new high of 7.2 million units in 2024-25, surpassing the previous peak of 7.0 million units in 2023-24.

Passenger car sales grew 3.6% Y-on-Y, due to strong SUV demand, despite weak small/hatchback car performance and high inventory levels. 2-wheelers showed 11.2% increase Y-on-Y, driven by domestic demand, export recovery, and rising EV adoption. 3-wheeler sales rose by 7.1% owing to growing e-commerce and last-mile connectivity. Tractors bounced back with 7.7% growth Y-on-Y, supported by good monsoon and rural investments after a 11.7% drop in the previous year. Meanwhile, light commercial vehicles declined by 5.1% due to competition from electric 3-wheelers, and heavy commercial vehicles fell by 1.3% due to a high base and delays in execution of infrastructure projects.

In 2024-25, the electric vehicle (EV) market grew across all segments. Electric 2-wheelers witnessed biggest growth due to strong urban demand and low operating costs. Also 3-wheelers grew on account of increase in demand for delivery vehicles. Electric buses faced some delays but are expected to grow with government support. The growth

of EV charging infrastructure and government incentives helped to boost adoption.

Overall, the industry reflected a shift towards electrification and rural-driven recovery. Vehicle production (excluding 2-wheelers) registered a 3.5% Y-on-Y growth, reflecting the sector’s ability to navigate structural shifts and evolving market dynamics.

Vehicle segment wise performance in 2024-25:

•    Heavy Commercial Vehicle (HCV): Market shift dampens growth, but Buses rebound.

The Heavy Commercial Vehicle (HCV) segment reported a 1.3% Y-on-Y decline in production, primarily attributed to the high base effect from 2023-24 and disruptions arising from the general elections, which slowed infrastructure project execution. Projects started gradually getting rolled out in the second half of 2024-25. Furthermore, there is a shift towards higher-tonnage vehicles, driven by infrastructure development, supportive government initiatives, and rising demand for cargo transport. Moreover, the bus sub-segment rebounded well, marking a return in public transportation investments and fleet replacements by state undertakings and private operators.

•    Light Commercial Vehicle (LCV): E 3-Wheelers disrupt traditional LCV space.

Light Commercial Vehicle (LCV) production declined by 5.1% Y-on-Y, due to increasing competition from the rapid adoption of electric 3-wheelers (E-3Ws), particularly in the sub-2-tonne category. Small commercial vehicles (SCVs) are also moving toward higher payload pickups, prioritizing efficiency, and productivity.

E-3Ws have emerged as the preferred choice for urban e-commerce deliveries and last-mile connectivity, prompting traditional LCV players to revisit their product strategies and value propositions. However, rural demand regained momentum in the postmonsoon months, providing a boost to LCV volume offtake towards the latter part of the fiscal.

•    Passenger Car (PC): UV demand drives growth amid inventory challenges

Passenger car (PC) segment reached an all-time high production of 5.1 million units in 2024-25, marking a shift from ‘recovery’ to ‘growth’, continuing to rise steadily due to the consistent demand for Utility Vehicles (UVs).

Mid-year inventory levels became a concern, peaking to 70 days in September, owing to sluggish movement in small and hatchback segments. However, the situation improved significantly towards the fiscal year-end, with inventory days stabilizing around 50-55 days, indicating a recovery in consumer sentiment and demand traction.

•    3-Wheelers: Electrification and E-Commerce push segment forward

3-wheelers grew by 7.1% Y-on-Y, driven by higher demand for passenger transport and the fast-growing e-commerce sector. Moreover, rising use of electric 3-wheelers in food delivery, logistics, and urban transport services contributed to the growth of this segment.

The segment’s evolution continues to reflect a broader structural shift toward clean mobility solutions and cost-effective last-mile delivery options. E-3Ws are gaining market share from CNG models.

•    Tractors: Monsoon and rural investments spur late-year recovery

After a slow start in the first half of 2024-25, the tractor segment made a remarkable comeback, ending the year with an 7.7% Y-on-Y growth. The rebound was supported by a favorable monsoon, hiked Minimum Support Prices (MSPs), and stepped-up rural infrastructure spending.

Though, early headwinds such as election-related disruptions and patchy rainfall muted sentiments, the sector regained its footing as improved agri-economics and rural policy support revitalized demand in the second half of the fiscal year.

• 2-Wheeler (2W): Rural revival and premium demand fuel double-digit growth

The 2W segment emerged as a star performer in 2024-25, registering a robust 11.2% Y-on-Y growth. The recovery was powered by improved rural demand, and a surge in urban replacement demand, especially for premium models.

Electric 2-wheelers also gained traction, contributing to the segment’s overall growth despite challenges like reduced subsidies and high input costs.

Moreover, the revised income tax slabs introduced in the Union Budget are expected to boost disposable income, further sustaining positive growth momentum into the upcoming fiscal year.

Trend of Vehicle Production in the Indian automotive market for the past 5 financial years: Production in thousand Nos.
Vehicle Segment	2020-21	2021-22	2022-23	2023-24	2024-25
Tractors	965	962	1,073	947	1,020
Passenger Cars	3,061	3,650	4,576	4,914	5,090
Light Commercial Vehicles	448	537	658	680	645
Heavy Commercial Vehicles	198	293	396	416	411
Total 4-Wheeler	4,672	5,442	6,703	6,957	7,166
% Growth Y-on-Y	-	16.5%	23.2%	3.8%	3.0%
2-Wheelers	18,350	17,729	19,510	21,789	24,227
3-Wheelers	611	752	852	963	1,031
Total Automotive market	23,633	23,923	27,065	29,709	32,424
% Growth Y-on-Y	Â	1.2%	13.1%	9.8%	9.1%

 

Non-Automotive Power Tools

India’s robust economic expansion, infrastructure development and manufacturing growth are key macroeconomic factors fueling the power tools market. Rising GDP growth, increased government spending on infrastructure projects (Bharat Mala, Sagarmala, Urban development) and policy initiatives like ‘Make in India’ and the PLI scheme have boosted construction, real estate, and industrial activities. Additionally, growing FDI inflows, urbanization, rise of domestic manufacturing and restrictions on low-quality imports further supports in making India a high-growth region for power tools.

The Indian power tools market is currently valued at approximately 110 billion INR and is projected to grow at 7.0% in the coming year. The market is witnessing increased competition, particularly from new entrants - primarily Chinese manufacturers - who are gaining traction in the mid-price segment, thereby challenging established players. However, the Indian government has implemented measures to regulate imports, including stricter BIS (Bureau of Indian Standards) certification requirements for imported products and restrictions on license renewals, aiming to curb dependency on foreign suppliers and support domestic industry growth.

Building Technologies

The building technologies business sector which consists of Safety and Security systems is witnessing consistent growth across various segments in Indian economy. This expansion is driven by the country’s focus on infrastructure development and a surge in construction activities, supported by substantial investments in areas like transportation, energy, manufacturing,

 

commercial, healthcare, and hospitality. As a key player in this field, Bosch is well-positioned to meet the rising demand for security, safety, and communication systems. With India’s promising growth outlook, there is significant potential for advancement and growth in this sector. However, the industry remains highly fragmented and sensitive to pricing, with numerous small competitors in the market. The ecosystem comprises system integrators, distributors, end customers, and an influencer community that includes architects, consultants, and specifiers. Additionally, in specific segments, there are industry bodies and forums that actively engage the target audience through various promotional initiatives.

Business segment wise performance

The overall Net sales of the Company witnessed growth of

+6.6% in 2024-25 vs PY.

Mobility business (viz. Automotive sector) revenues increased by +7.0% vs PY, while the Business Beyond Mobility increased by +4.4% vs PY. Domestic mobility business witnessed increase of +6.2% vs PY, driven by growth in Power Solutions division by +4.8% vs PY & Mobility Aftermarket by +8.1%, aided by growth in the overall automotive market.

The Company operates in manufacturing and trading business in Mobility sector, which constitutes around 85.7% of total sales in 2024-25. The Business Beyond Mobility, comprising of Consumer Goods, Energy & Building Technology, and Industrial Technology, had a share of 14.3%. The operating segments of the Company are broadly classified into “Mobility Business” (Automotive products) and “Businesses Beyond Mobility” (Non-Automotive 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 with Excellence at all levels - from passenger cars and commercial vehicles to stationary applications. It is based on four pillars under Commercial Vehicle (CV)/Off-Road (OR) vehicle segments:

-    Internal Combustion Engines (ICE) - We actively defend our global #1 position and expand our market leadership.

-    Hydrogen (H2) - We build up our H2 business both in the mobility sector and the rapidly growing stationary market.

-    Thermal Management Systems - We develop into a leading supplier in the systems business.

-    We foster our business with software, controls, and services.

We shape Bosch Mobility (BBM) to become the #1 systems partner and use this position to design the CV/OR solutions of the future.

Our strong expertise in industrialization and systems is the common thread linking our entire business.

2024-25 witnessed a moderate growth in the overall 4-wheeler auto market. The PS division grew by 5.8% in 2024-25 over PY aided by the automotive growth across segments and sustained its core ICE business. Aligning to the BBM transformation, PS had integrated both Thermal Systems and CV/OR businesses beginning 2025 and began to strategize its growth strategy. As a major milestone in Hydrogen progress, PS showcased its H2 engine prototype truck in a live demonstration at the Bharat Mobility Global Expo 2025 featuring, enhanced H2 storage, diesel-like performance, ultra-low emissions, and advanced safety. A digital presentation shared real-world trial data, highlighting CO2 savings, lower running costs, and minimal tailpipe emissions. The event drew top industry leaders, government officials, media, and the public, offering a glimpse into the future of sustainable trucking.

Overall growth momentum is expected to continue in 2025-26, as the country’s economy and automotive industry is poised 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, Auto Electrical Modules & 2-Wheeler Service partners, in India.

MA achieved the highest ever Total Revenue from operations in 2024-25 with a growth of +8.4% compared to PY.

The Independent After Market (IAM) segment, which is the largest segment within MA division, constituting around 60% of the total business of MA division, grew by +4.9% in 2024-25 vs PY.

The Original Equipment (OE) block led the way for growth in 2024-25 with an impressive 11.7% growth over PY.

IAM continued its growth through the Zing+NXT strategy with focus on enhanced Demand Generation for deeper Market Penetration & enhanced product portfolio for wider range participation.

Auto Electricals, Wipers & Batteries recorded impressive double-digit growth for IAM in 2024-25. Several new categories launch like CV brake liners, Inverter Batteries, Cabin Filters, Tyre Pressure Monitoring System etc. paved the way for additional growth opportunities for 2024-25 and the years ahead.

MA has envisioned ambitious growth over the next few years building towards our Vision 2030 around key focus pillars of:

-    Culture & People, fostering an open & transparent culture, built on trust

-    Operational Excellence aimed at customer centricity including supply chain & product management

-    Product focus especially on Diesel, Rotating Machines, Brakes, Filters & Lubricants

-    Ramp up of Workshop Concepts of Bosch Car Service and Bosch Diesel Service, Deep penetration amongst consumption centers through scale up of Workshop Modules like Bosch Electric Service and Bosch 2 wheeler Service & launch of new concepts like PC & CV vehicle workshop modules

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

With a strong presence across major 2-Wheeler OEM’s, Bosch provides innovative technologies and comprehensive system solutions tailored for various vehicle types. Our portfolio of Engine Management System (EMS) technologies is specifically engineered for 2-Wheelers, encompassing components such as lambda sensors, fuel injectors, fuel supply modules, and Electronic Control Units (ECUs).

During 2024-25, the net sales of 2WP grew by +18.5% vs PY with stabilized semi-conductor supply situation, new customer acquisitions, new projects from customers coupled with overall growth in 2-Wheeler market by +11.2% over PY. Net Sales of 2WP division is forecasted to grow in 2025-26 driven by regulation upgrade to BS-VI OBD2 norms.

(B) Business Beyond mobility:

The Business Beyond Mobility sales have increased by +4.4% in 2024-25 vs PY, which was driven predominantly by Consumer goods (viz. Power Tools) and Energy & Building Technology division which contributed to 91% of total business of beyond mobility during the year.

(i)    Consumer Goods - Power Tools (PT)

Bosch Power Tools has been a leading global supplier of power tools, and related accessories, garden tools, measuring technology & has recently expanded its portfolio to hand tools. The division has a wide range of products with focus in equipping professionals and industry users with cutting-edge tools that ensure precision, efficiency, and durability.

During 2024-25, the division’s revenue grew by +6.3% vs PY, of which the global tools segment which includes grinders and cutters, constituting 53% of the total power tools business, grew by +9.8% over PY. The accessories business, which constitutes 32% of the total power tools business, grew marginally over PY. The division also launched standard line range in global tools for providing affordable solutions, and “I-series” high precision tools for Industrial users. 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 division continues to focus on increasing the share of localization of high-volume products (Chennai Plant reached +2 million tools volume production in 2024) and thereby offering better value to customers.

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, hand tools, Dealer engagement & New launches across all business units. Lower price products will be the essential contributors to the overall business growth, apart from new launches and increase in localization of high-growth products. The division is also expanding its business in adjacent segments namely, hand tools.

(ii)    Building Technologies (BT)

Bosch Building Technologies business offers solutions for safe, secure, and enjoyable spaces and 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.

BT business saw a growth of +8.2% in revenue in 2024-25 over PY with key wins across verticals. Communications business grew by +12.9% and Video Systems by +12.7% YoY, whereas Fire System Business grew marginally.

In line with global strategy to realign the BT business, the company has decided to hive off its “Video solutions, Access and Intrusions and Communication systems” business with effect from May 01,2025.

Revenue by geographical area

Bulk of the Net Sales in 2024-25 is from sales made within India in the domestic market. Exports at 14,054 MINR, constitute ~8.3% of total sales in 2024-25. Bulk of the exports are manufactured goods to other Bosch group companies from Power solutions and Mobility aftermarket divisions. Close to 69% of the total products exported are to Robert Bosch, Germany.

Financial Performance Profit & Loss statement:

(i)    Sale of products

Sale of products grew by +6.6% over PY and stood at 169,316 MINR in 2024-25.

Bosch Limited’s Mobility Solutions business sector increased product sales by +7.0% in 2024-25, contributed by increase in sales of Power Solutions division by +5.8% and 2-Wheeler division by +18.5%, primarily on account of overall automotive market growth of +9.1%. Sales of Mobility aftermarket division grew by +8.4% vs PY.

Sales of non-mobility business grew by +4.4%, led by growth in Power tools division by +6.3%.

(ii)    Sale of services

Income from sale of services in 2024-25 grew significantly by +51.8% vs PY, primarily due to additional projects completed for newer applications for Indian OEM’s.

(iii)    Other operating revenue

Other operating revenue for 2024-25 stood at 4,054 MINR, which increased by +16.4% over PY. This increase is due to income from shared services offered to other Bosch group companies.

(iv)    Other income

Other income in 2024-25, which comprises of mark-to-market gains on mutual fund investments and interest income on fixed deposits and loans given, increased by +12.7% over PY, due to increase in income from fixed deposits and increase in NAV’s of mutual fund investments.

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

The cost of materials consumed as a percentage of total revenue from operations improved to 63.4% in 2024-25 from 64.8% in 2023-24. The improvement is contributed by savings in raw material cost and better product mix.

(vi)    Employee benefit expense

Personnel cost in 2024-25 was 14,953 MINR, which is 8.3% of total revenue as against 8.0% of revenue in 2023-24. The increase is attributable to the annual revision in salaries of employees to compensate for higher inflation.

(vii)    Finance costs

Finance cost for 2024-25 was 171 MINR as compared to 508 MINR in 2023-24. PY had a one-time charge towards provision made for interest liability on GST demand.

(viii)    Depreciation and amortization expense

The depreciation charge for 2024-25 was 3,756 MINR as against 4,295 MINR in PY. The reduction is due to lesser additions to fixed assets in 2024-25.

(ix)    Other expenses

Other expense comprises of spending towards plant operating expenses, selling & administrative overheads & royalty payments. Other expenses were at 15.6% of total revenue in 2024-25 as compared to 14.7% of total revenue in PY. The increase is due cost pertaining to higher customer projects executed during the year and adverse forex impact.

(x)    Exceptional item

Exceptional item in 2024-25 comprises of profit on sale of OE diagnostics business off set by provision made for restructuring of operations in mobility business.

(xi)    Total tax expense

Total tax expense for 2024-25 (including tax on exceptional items) amounts to 7,193 MINR, as compared to 6,905 MINR in PY. The effective tax rate (including deferred tax, but excluding tax adjustments related to earlier years), for 2024-25 is 25.6% of Profit Before Tax as compared to 23.2% in PY. The effective tax rate has increased due to removal of indexation benefit on long term capital gains.

(xii)    Profit for the year, viz. Profit After Tax (PAT) Profit after tax (without exceptional items) increased by +9.0% over PY. The increase is on account of improvement in operational profitability.

Profit after tax (including exceptional items) however declined by -19.2% over PY. Previous Year had one time profit on sale of “Project House mobility business” amounting to 8,438 MINR.

(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 gain of 2,426 MINR (net of taxes) resulting from increase in fair value of equity investments has been recognized in 2024-25.

(xiv)    Earnings per Share (EPS)

EPS (basic and diluted) of the Company for 2024-25 stands at 683 ' per share as compared to 844 ' per share in PY. Previous Year had one time profit on sale of “Project House mobility business.”

Balance Sheet:

(i)    Share capital

As on March 31, 2025, the Authorized Share Capital comprises of 38,051,460 Equity Shares of ' 10/- each. The issued, subscribed, and paid-up capital is 295 MINR divided into 29,493,640 equity shares of ' 10/-each.

(ii)    Reserves & Surplus

Reserves & Surplus as on March 31, 2025, stood at 124,459 MINR, as compared to 109,309 MINR in PY.

The increase is on account of profit after tax earned during 2024-25, after payment of final dividend for 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, 2025, is at 13,423 MINR.

(iv)    Shareholders’ funds

The total Shareholders’ funds increased to 138,177 MINR as on March 31,2025, from 120,632 MINR as on March 31, 2024, 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, 2025, was 44,347 MINR compared to 42,578 MINR as on March 31, 2024. The Company added fixed assets worth 1,273 MINR during the year 2024-25, in plant and machinery for capacity expansion & replacement of old machines.

(vi)    Financial Investments

The total financial investments (Current & NonCurrent) as on March 31, 2025, was 71,246 MINR as against 50,875 MINR as on March 31, 2024. 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 31,2025, were at 19,423 MINR as compared to 18,934 MINR as on March 31, 2024. Better inventory management & inventory control measures have improved the inventory coverage days from 44 days in PY to 41 days in 2024-25.

(ii)    Trade receivables

Trade receivables as on March 31, 2025, stood at 23,650 MINR as against 21,818 MINR as on March 31, 2024. The increase is in line with increased revenue in 2024-25.

(iii)    Cash and Bank balances

The total cash and bank balances as on March 31,2025, was 5,077 MINR (including cash and cash equivalent of 3,528 MINR), compared to 6,077 MINR (including cash and cash equivalent of 4,632 MINR) as on March 31,2024.

Key Ratios:
Ratios	2024-25	2023-24
Average Trade Receivables days (Avg. receivables/Total revenue per day)	46	45
Average Inventory days (Avg. inventory/Net Sales per day)	41	44
Current Ratio (Current assets/ Current liabilities)	1.92	1.95
Working Capital days (Current Assets-Current liabilities/Total revenue per day)	106	105
Operating Profit Margin % (Earnings before interest & taxes/ Total revenue)	10.7%	10.0%
Profit after Tax (PAT)* % (PAT /Total revenue)	11.1%	11.0%
Return On Capital Employed (ROCE)* %	19.7%	19.4%
*excludes exceptional item of profit

HUMAN RESOURCE DEVELOPMENT AND INDUSTRIAL RELATIONS

a) Human Resource Development

The external environment and the markets continue to be Brittle, Ambiguous, Complex and Non-linear. Yes, the reference to BANI and the impact of the same is felt like never before. Global political environment and the related uncertainty, Emergence of Knowledge culture, Enhanced Individualization and the Change in work and workplace relationships are challenging the fundamentals of human relationships. Bosch

with Mobility as a dominant force is undergoing transformation too. This creates the need to develop our talent holistically so that they are ready to contribute to the business success.

Bosch Mobility Business in India is promising, and India is poised as one of the growth regions for Bosch. The strategic focus points of Mobility: Digitalization, Sustainability, Innovation and People are being navigated successfully through the well-curated ‘People & Organization Strategy.’ This knitting of both the strategies vouches on how inseparably business and Human Resources are planned to be connected. Our People & Organization (P&O) Strategy is based on six fundamentals, namely; Transformation, Leadership & Collaboration, Learning, Digitalization, Excellence and Employer of Choice. We at Bosch in India are well prepared to address these challenges. Our fundamental vision remains to create an environment that fosters ‘High Performance culture,’ which drives superior business results and improves competitiveness - in a sustainable way. We are guided by our core values which helps us to develop and nurture Talent in progressive and Humane way.

In the current year, our focus will be to sustain and further strengthen our efforts in the below dimensions. Talents Choose Bosch

From last few years, a base has been built to drive strategic topics under Human Resources. With the project of Strategic Workforce Planning, a great deal of transparency has come to the fore on business impact, workforce need, competencies requirement, existing talent pipeline and measures towards Build, Borrow and Buy. This clarity has given us avenues to further strengthen our core processes like;

1. Learning & Competence Build-up: We are utilizing our inhouse expertise to build and nurture the skills that are needed to prosper and ‘Grow’ our core business. The facilities and infrastructure available in the form of Bosch Learning Campus (BLC) is unique. This also serves as a kind of benchmark across the country. BLC facilitates the unique experience of learning with new-edge technology and connectivity. With our key Mission to grow, we are also progressing to create a learning culture enabling us to be capable as for the future. The future will be

driven by Electrification, Connectivity    and

Digitalization across the mobility eco-system.

With consistency in H learning measures, we contribute to our overall P&O under

the fundamentals of Learning, Excellence, Digitalization and Employer of Choice.

2.    Employer of Choice: Bosch has been announced as a “Great Place to Work” consistently for three years. The journey to determine ourselves as a Great Place has been immensely gratifying. The role is played well by the leadership, which is the in-house talent and all our employees. We continue to create and sustain best experiences for our people through our well knitted and thought through progressive policies, benefits encompassing the financial, physical, and mental well-being, plethora of opportunities to develop & grow and attracting the diverse talent through college connects, branding etc. Bosch has been voiced as an ‘Employer of Choice’ in a worldwide survey conducted by Bosch in Germany. Synchronized efforts in building our employer brand through Sampark, our flagship outreach to academia, sponsorship for strategic events and industry academia interfaces through curated learning are some of the ways through which we have improved on our brand funnel of Employer awareness, consideration, and conversion. The college students and professionals view us as an employer with whom they would like to associate their professional journey.

3.    Total Rewards: Bosch constantly benchmarks their Compensation and Benefits with the best in the industry and strives to live a culture of transparency, equity, and fairness in Pay and Benefits. With multiple information sessions to associates, we have been able to create a strong awareness and advocacy around our Compensation philosophy and our benefits practices. Our employee surveys provided us valuable insights into the need for a “one stop” information on the Employer Value Proposition which includes details on various class leading benefits and individual Compensation, work life balance, learning and skilling programs. Group wise benefits, working environment etc. Our Total Rewards Statement is shared with individual employee appointment and salary review letters, which brings the summary of all eligible benefits available at the associate’s fingertips. This is one of the many steps which has contributed towards a positive needle movement on trust, transparency and fairness in everything we do.

Leading High-Performance Culture

Bosch is envisioning a multifold growth in coming

years. As Human Resources team, we are entrusted

with the responsibility of enabling the culture of High

Performance at Bosch, which will support in achieving

our Financial Target picture. The constituents of High Performing Organization like Accountability, Transparency, Common Purpose, Communication, Clarity, and Trust are well lived and nourished here at Bosch Limited. The matured and well-establishes processes like Talent Development, Performance management, Learning, Well-being are the building blocks.

1.    Performance Management: Performance Management is pivotal in shaping the organization’s future. While financial performance is the top line, the contribution as individual performance is equally important. At Bosch, we have completely adopted to the newer approach of performance checks. The newness with a focus on strength-oriented discussion, solution-oriented mindset, conversation which backs learning and openness to accept flips. This holistic approach is partnered by both employees and the Manager. There are regular check-ins to adapt to the agile needs of business and individual, along with the sense of belongingness and care. A care which supports the overall wellbeing and mindset shift from being questioned to being nurtured.

The entire process is driven by our COE and the capable HR Business Partners by enabling the organization time to time.

2.    Talent Development: Our focus at Bosch continues to be on investing in talent development, enhancing employee capabilities, fostering a culture of continuous learning, and positioning ourselves for long-term success in a rapidly evolving business landscape. The talent is identified under various categories like Talent Pool, Future Talent, Key to Retain, Diversity etc. This identification in respective groups supports in creation of personalized development plans. We at Bosch understand it firmly that no one size fits all and thus these customized and personalized plans support in the

development of talent in the direction of business needs and their aspirations.

3. Health and Wellness:

Healthy body and healthy mind are of prime important. We as Bosch

encourage our employees to maintain the best of their health through the Health & Wellness engagement we have in our organization. With decent family insurance plants, opportunities of top-ups and inclusion of parents, well-curated regular wellness sessions, we drive the culture of

healthy body. With awareness and introduction of Mental Well-being partners, we are trying to engage our employees there too. Stress is evident in today’s life, and we look forward to supporting our employees through sessions, 1:1 counseling, applications like Wysa and Your Dost etc. These facilities are open for all our office staff as well as workers. Through these efforts, we bring the required Care and Respect for our employees, which are again the building blocks of ensuring Trust and a productive contribution to business success.

Our other strategic intervention where we are in the process of learning and maturing includes. Succession Management:

Bosch is strengthening the process of Succession Management, which is towards creating a robust pipeline of internal talent, who are ready to take the senior leadership positions. While, we have our leadership positions filled with our internal talent, we see the process as an opportunity to bring structure to identification, communication and then development of the identified successors. This includes a stringent calibration, buy-in and then challenging the successor for driving the impactful results. We are primarily focused on BUILD as a strategy followed by BORROW and BUY.

Diversity, Equity & Inclusion:

Diversity, Equity & Inclusion is one of the core values of Bosch and we live by it. 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, Generations and Persons with Disabilities. We leverage on our flagship EmpowHER initiative, specific to augmenting women at work. We are enabling our Women through interventions like ‘Flying Lessons,’ which is for the Women in leadership and ‘In It Win It,” which is to guide the Women who have started their journey with Bosch. Our Trust survey shares an improving trend on how Women at Bosch view Bosch as their ‘Employer of Choice.’

The indicators in the survey which are from the inclusion perspective sexual orientation, gender, caste, religion etc. have always been rated as high. 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. Our Gangaikondan Plant is awarded by CII, for its best practices under DEI.

Leadership Development:

Our team focuses on fundamentals of leadership, the enablement of leaders, Top Executive Events, and the design of Talent Development Programs. Leadership at Bosch is performance-driven and people-focused. Based on this, the Leadership Requirements serve as a clear framework of what is expected of leaders at Bosch. They provide orientation and context for our leaders and are a means of bringing Be #LikeABosch into practice, according to three leadership perspectives: LEADING BUSINESS, LEADING OTHERS and LEADING MYSELF.

The programs are designed with approach of 3Es (Education, Exposure & Experience) to develop our leaders.

HR Capability Building:

We continue to invest in the capability building of the Human Resources function to maximize business results for Bosch. b) Industrial Relations / Employee Relations:

The Industrial Relations (IR)/Employee Relations (ER) 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 factories at Naganathapura and Bidadi signed a tri-partite Long Term Productivity Settlement in 2024-2025 aimed at establishing a performance driven culture with a collaborative and transparent approach. Bosch is committed to develop the skilled resources to minimize the gap between the availability of skilled workforce 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 1500 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. Strategic Employee Relations (ER) Framework: Enhancing Business Competitive Advantage

At Bosch, Employee Relations (ER) is more than a function, it is a strategic enabler driving business excellence. Our Employee Relations Framework is designed to create a future-ready, compliant, and collaborative ecosystem that goes beyond managing Industrial Relations reactively. It builds a resilient foundation that anticipates challenges and embraces continuous improvement.

The Employee Relations is guided by a well-defined framework built on seven strategic pillars, each playing a critical role in shaping a future-ready, resilient, and high-performing.

ER ecosystem.

The first pillar, Assessment, focuses on conducting holistic and comprehensive maturity assessments of the ER function at both location and enterprise levels. These assessments help identify gaps, promote best practices, and enable structured action planning and execution of all the ER processes.

The second pillar, Engagement, emphasizes structured and sustainable interaction with both internal and external stakeholders. Through initiatives like engagement calendars, GPTW surveys, participative committees, and stakeholder connect programs, Bosch encourages an environment of transparency, trust, and continuous feedback. This initiativetaking engagement helps align workforce aspirations with organizational goals.

Capability Building, the third pillar, aims to strengthen ER competencies across all layers of the organization. At Bosch, we believe that effective Employee Relations are built through consistent investment in people and capabilities. In line with this philosophy, Bosch ERA (Employee Relations Academy) was launched in 2024 as a structured, scalable, and future-focused initiative aimed at building ER competencies across all levels of the organization. With the guiding mantra of “Learn. Adapt. Transform,” Bosch ERA goes beyond conventional training to create a strategic platform that nurtures a culture of empathy, compliance, and collaborative growth.

Bosch ERA engages a wide spectrum of stakeholders including HR teams, front-line managers, union leaders, and departmental heads through a thoughtfully curated curriculum covering topics like contract labor management, grievance handling, labor laws, and conflict resolution, etc. Delivered via a blended learning approach that combines web-based modules, classroom sessions, real-life case studies, and cross-functional projects, Bosch ERA has already trained over 550 participants in its first year. The fourth pillar, Conflict Resolution, promotes a transparent, collaborative, and human-centric approach for resolving workplace issues. Grievance handling procedures, structured playbooks, and enabling supervisors to manage concerns effectively are key elements that support early intervention and uphold employee trust.

The fifth pillar, Compliance, highlights Bosch’s commitment to maintaining initiative-taking and robust legal adherence. With mechanisms like internal audits, digital compliance monitoring, vendor audits, etc., we ensure that all processes operate within the regulatory framework.

Sustainability, the sixth pillar, aims to build a balanced ER ecosystem capable of supporting longterm business goals. It includes transformation of labor models, harmonization of ER documentation and policies, and structured risk assessments to help the organization anticipate and navigate future challenges effectively.

Finally, the seventh pillar, Governance, provides a participatory structure that reinforces communication, accountability, and trust. By implementing clear policies and frameworks, conducting periodic reviews, and promoting collaborative ER governance, Bosch ensures consistency and ownership across all levels.

Together, these seven pillars form the backbone of employee relations at Bosch, ensuring it remains initiative-taking, compliant, people-focused, and aligned with business objectives in an ever-evolving industrial landscape. This commitment to excellence has also earned Bosch national recognition through active engagement in leading employer forums such as NHRD, NIPM, EFSI, and CII, where we continue to share best practices and contribute to shaping the future of work.

Awards & Accolades:

Bosch was represented in multiple Employer Forums such as NHRD, NIPM, EFSI, CII, etc. with relevant and value adding topics. Our plants located in various locations in India, won several awards.

These accolades reaffirm Bosch’s dedication to building a workplace that is not only productive and compliant but also inclusive, value-driven, and future-ready.

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 fiscal year 2024-25 unfolded against a backdrop of global economic turbulence, marked by escalating trade tensions and policy uncertainties. Despite these challenges, India’s economy demonstrated remarkable resilience, underpinned by robust domestic consumption, strategic policy interventions, and a favorable monsoon season.

India’s GDP growth was revised to 6.4% for 2024-25, reflecting sustained economic momentum amidst global headwinds. 2024-25 retail inflation reached a six-year low of 4.6%, highlighting the effectiveness of the Reserve Bank of India’s pro-growth monetary policy, which has successfully balanced economic expansion with price stability. These measures are expected to further stimulate economic activity in the coming quarters.

India’s private sector ended 2024-25 on a strong note, driven by faster growth in manufacturing. The ‘Composite PMI Index’ held steady at 58.6 in March, above its long-run average of 54.7, indicating robust expansion. Manufacturing outpaced services, with factory output rising at the fastest pace since July 2024. The Manufacturing PMI climbed from 56.3 in February to 57.6 in March, reflecting improved operating conditions. Gains in output, new orders, and purchase stocks signaled strong demand, with new orders continuing to rise for over three-and-a-half years, albeit at a slightly softer pace than the previous month.

In the automotive sector, the industry continued its upward trajectory in 2024-25, marking a 7.3% year-on-year increase in domestic sales. Exports across the automotive industry rose by 19% to over 5.3 million units, indicating strong international demand. The passenger vehicle (PV) segment saw its highest-ever sales at 4.3 million units in 2024-25, however with a modest growth rate of 2% over the previous year. Utility vehicles (UVs) were the primary growth drivers, accounting for 65% of total PV sales. The two-wheeler segment performed robustly, growing by 9.1% with a sale of 19.6 million units. Notably, electric vehicles (EVs) gained significant traction, with total EV registrations reaching 1.97 million units in 2024-25 registering a growth of 16.9% over 2023-24.

Despite a broadly optimistic outlook, the year was not without its headwinds. Fluctuating commodity prices, especially for key raw materials like steel and aluminum, introduced cost pressures across the value chain. The erratic nature of monsoons in 2024 also affected rural consumption patterns, indirectly dampening demand for

entry-level vehicles and two-wheelers. Additionally, while electrification is gaining traction, the pace of infrastructure development—particularly EV charging networks—remains uneven, posing integration and adoption challenges. Regulatory shifts around emission norms and safety standards, while necessary for long-term sustainability, continue to require swift adaptation from component manufacturers. Further, geopolitical tensions and supply chain vulnerabilities have underscored the importance of building more localized and resilient operations. Despite these hurdles, the Indian passenger vehicle industry solidified its position as the world’s third-largest market. Amidst these challenges, we remain steadfast in our pursuit of innovation, operational agility, and excellence. Our organization continues to invest in cutting-edge technologies, process automation, and sustainable manufacturing practices. We are actively expanding our portfolio in the electric mobility and alternate fuel segments, aligning with the nation’s green transition goals. Our commitment to customer-centricity, backed by strong R&D and strategic collaborations, enables us to anticipate shifts and deliver high-performance, future-ready solutions. As the industry evolves, we are resolute in our ambition to lead with foresight, drive transformation, and contribute meaningfully to India’s journey as a global automotive powerhouse.

RISKS AND CONCERNS Risk overview

Following are the top risks and corresponding mitigation measures reviewed by the Risk Management Committee.

1. IT infrastructure, cyber security, and data protection Risk:

The interconnected nature of business processes in the digital environment is increasing the risk of cyber threats potentially disrupting Company’s business operations causing financial losses or reputational damage.

Mitigating measures:

The organization ensures safe handling of the company’s sensitive data as well as that of our business partners and associates by implementing appropriate controls. These efforts are complimented by detailed internal guidelines, rules of conduct, extensive periodical training, continuous monitoring as well as various assessments.

Data Protection Management System (DPMS), Information Security Management System (ISMS) and Cyber Security Management System (CSMS) stakeholder groups work together to monitor and mitigate associated risks.

2.    Human resource - Industrial relation (IR) risks Risk:

The possible IR risks include stoppage of production, increased operational cost, loss of working hours and potential legal issues.

Mitigating measures:

IR related issues are managed in a fair and firm manner with regular engagement by all the stakeholders. Policies and engagement contracts are harmonized and digitized across plants to ensure effective compliance monitoring.

3.    Supply chain Risk:

Our business efficiency depends on timely availability of raw material and efficient distribution systems. Supply chain bottlenecks caused by geo-political developments, regional conflicts and social unrest impact our business operations.

Shipping routes in the Red Sea were impacted by the regional conflict in the Middle East leading to increased fuel consumption by ships due to re-routing, higher container costs, longer delivery time and overall freight costs.

Mitigating measures:

The Company is closely monitoring geo-political and voyage risks to ensure there is no impact on its operations. Localization projects for majority of imported parts was successfully implemented. Inventory levels were optimized through effective business planning and forecasting to avoid fulfillment issues.

4.    Market dynamics Risk:

The Company market share is influenced by changing consumer behavior, high dependencies on customers, competitive business environment and change in product portfolios. New entrants are positioning themselves in non-mobility business through low-cost solutions.

Mitigating Measures:

The Company is implementing operational efficiency improvement initiatives to increase cost competitiveness through new product innovations. The Company is also investing in strategic projects to expand its market presence.

5.    Financial Risk:

Unfavorable macro-economic environment, such as fluctuating interest rates, inflation, currency devaluation and systemic financial crisis scenario, could lead to a global slowdown in growth, market recession and may affect economic stability.

Mitigating Measures:

Our investment portfolio consists of fixed deposits in highly rated major banks, highly liquid mutual funds and hence we do not foresee any major risks in our investment portfolio. Investments and hedging are carried out as per clearly defined internal guidelines specifying processes and responsibilites. The Company aims at reducing foreign exchange risks by hedging its net exposures and constantly monitoring the risks.

OUTLOOK

The Indian automotive industry entered 2024-25 on a solid foundation from 2023-24, with overall vehicle production (excluding two-wheelers) increasing by 3.5% YoY despite challenges posed by global headwinds and general election year.

Passenger vehicle production rose by 4% YoY driven by strong SUV demand, though growth was limited by reduced vehicle replacements and weak demand in hatchbacks resulting in elevated inventory levels that improved by fiscal year-end.

The heavy commercial vehicle (HCV) segment declined by 2% YoY due to a high base from previous year and a shift in demand towards higher tonnage vehicles. However, the bus sub-segment showed recovery indicating renewed momentum in public transportation.

LCV production declined by 5% YoY, primarily due to intensifying competition from the electric three-wheelers in lower tonnage (<2t) category, which are preferred for urban e-commerce and last-mile logistics.

The two-wheeler segment grew by 11% YoY, supported by improved rural and urban demand for premium models, with potential for further growth from income tax revisions in the Union budget.

The three-wheeler segment increased by 7% YoY, driven by demand in passenger transport and last-mile delivery, particularly in e-commerce and food delivery, with rising electric three-wheeler adoption.

The tractor segment experienced 8% YoY growth, with a strong recovery in the second half of the fiscal year due to favorable monsoon rainfall, increased Minimum Support Prices (MSPs), and improved rural infrastructure activity, overcoming earlier challenges.

MANUFACTURING AND OTHER FACILITIES Bidadi (Karnataka)-BidP

1. Introduction:

The Bidadi Plant in Ramanagara District, Karnataka, is about 50 KM away from the Bangalore City towards Mysore. The Plant plays a pivotal role in catering to the Power Solutions business segment need of India and global with an impressive portfolio spanning

from the 97-year-old A-pump to cutting-edge Lambda Sensors & NOX Sensors, along with 10 other product offerings.

In 2024-25, BidP achieved significant milestones, consolidating its position as a future-ready smart manufacturing hub and Value Chain. The plant made remarkable strides in areas of sustainability, safety, operational efficiency, digitalization, and employee engagement, highlighting its unwavering dedication to continuous improvement.

2.    Sustainability & Safety:

BidP’s focus on sustainability and safety was a cornerstone of its operational strategy in 2024-2025. Noteworthy achievements include:

•    Environmental, Health, and Safety (EHS) Excellence: BidP stands first amongst Bosch India plants for Work Safety & Resource conservation. These accolades underscore the plant’s commitment in maintaining world-class safety standards.

•    Waste Reduction and Sustainability Initiatives: BidP achieved zero waste-to-landfill. This achievement was propelled by the successful initiative “Project Vasundhara”, which focuses on waste reduction and resource optimization.

•    Sustainability Awareness: Efforts to cultivate a sustainability-driven culture were ramped up with associate awareness programs, including poster campaigns and street plays. The plant’s continued efforts toward CO2 and water neutrality further, reinforces its commitment to environmental stewardship.

3.    Operational Excellence:

Operational excellence remains a central pillar of BidP’s ongoing transformation. The plant made substantial advancements in digitalization, operational performance, and quality management etc.,

•    Production Milestones: BidP achieved its highest turnover ever in a single month during March’ 2025 while reaching significant milestones in other key Products.

CBX: 1 millionth Pump

Rail: 10 millionth Rail production

LSFmH: Ramping up from 1.59 million pcs to 3.6

million pcs.

•    Digital Transformation & Industry 4.0: BidP continues to be a leader in the implementation of advanced analytics and Industry 4.0 solutions. This digital evolution has led to the enhancement of the Bosch Production System (BPS) and strengthened quality controls, enabling

increased productivity, and improved operational efficiency.

•    Quality Excellence: BidP’s unwavering focus on quality highlights the plant’s commitment in maintaining the highest standards of product quality and customer satisfaction.

•    Cost Efficiency: Cost Competitiveness is driven by enabling Cost Transparency and cost reduction through Ratio Projects, digital and technological solution underscoring the plant’s continuous pursuit of Operational Excellence.

•    Compliance & Risk Management: Strong adherence to Statute, Standards, global quality, and risk management standards remains fundamental to the Plant Operations.

4.    Employee Engagement and Development:

BidP recognizes that its workforce is integral to its success. The plant’s focus on fostering an engaging, inclusive, and supportive work environment is evident through initiatives like:

•    Psychological Safety and Employee Engagement: The “Inspired Minds @work” initiative continues to promote psychological safety, driving employee engagement and enhancing the overall work experience.

•    Diversity: Diversity at BidP is not just about hiring a wide range of individuals but also ensuring that they feel valued, respected and are able to contribute fully with zero-tolerance towards discrimination. Best Safe Women Worker (1^st & 3^rd place) under Mega Industry Category by the Director of Factories, Boilers & Health, Govt. of Karnataka is a true testament of Diversity and Inclusion

•    Labor Model Transformation: The plant saw a considerable progress in its working model and culture reflecting BidP’s efforts to nurture a competent, inclusive, and competitive future-ready workforce.

5.    Shaping the Future, Together:

As a key player in Bosch’s global network, BidP

remains committed to maintain its leadership position

as a smart manufacturing hub. A transformative

journey has begun at BidP strengthening its position

as a future-ready plant, where innovation, resilience,

Collaboration, teamwork, Excellence drives progress.

The initiative is a testament to what can be achieved

when people come together with a shared vision and

an unshakable belief in excellence- “My Bidadi My

Pride.” Bidpea 'Pride

Nashik (Maharashtra)-NaP

The Bosch Nashik Plant, located in Maharashtra and spread across 100 acres, has been a cornerstone of Bosch India’s manufacturing operations since its establishment in 1972. As the company’s second manufacturing site in India, the Nashik plant was designed to address the growing demand for automotive components and industrial products, both for the Indian market and beyond. Specializing in the production of Common Rail Injectors (CRI), nozzles for diesel injectors (both common rail and conventional), and off-highway applications, the plant has played a key role in the company’s success over the decades. In an environment characterized by rapid change and market challenges, the Nashik plant has consistently demonstrated resilience, adaptability, and innovation. This is reflected in the plant’s strategic actions around people development, customer engagement, value chain excellence, and growth. Aligned with Bosch’s vision of “Be the first choice of mobility products globally,” the Nashik plant continues to focus on enhancing all aspects of its operations, including people, processes, and localization.

Backed by a strong culture of manufacturing operational excellence, the plant has evolved into a cost-effective, agile, and digitally empowered facility - making it a preferred business destination. Driven by its vision UDAAN.NXT, plant has always been a front runner in Customer Centric culture and Operational pYreilenre (Safety Qualify

 

At the heart of the plant’s transformation is the implementation of the Bosch Production System (BPS), which has guided the shift from conventional manufacturing methods to more advanced approaches such as Industry 4.0, automation, and digitalization. This journey has not only led to significant improvements in productivity and efficiency but has also garnered external recognition. Notably, the Nashik plant received a special appreciation award from a customer for its innovative, “AI-based solution in the EDM process” area.

Moreover, the Initiatives like “Machine capability improvement and Rework Free Value Stream” has delivered tangible results, including enhanced operational efficiency, reduced costs, and improved working conditions for employees. These initiatives have driven the plant’s growth and positioned it as a leader in both operational excellence and innovation.

Bosch Nashik has demonstrated a strong commitment to environmental sustainability. The plant has implemented numerous green initiatives, such as solar power generation, afforestation, watershed development, and the rejuvenation of percolation tanks. These initiatives underscore the plant’s initiative-taking role in supporting environmental conservation and contributing to a greener, more sustainable future for generations to come.

The Nashik plant has reached several significant milestones over the past year. A key achievement has been the production of the 70 millionth Valve set and 50 millionth CR Injectors. These are testament to the plant’s commitment to quality and continuous improvement. Furthermore, the plant hosted important industry visits, such as the VCS. Nxt and F2F IPN meet focused on critical key processes like C-coating, further solidifying its reputation as a leader in technological innovation.

As part of Bosch’s strategic focus on Value Chain Excellence, the Nashik plant has made significant strides in improving operational maturity. These efforts have directly contributed to the plant’s improved efficiency, resulting in an investment efficiency through frugal engineering projects. These initiatives have positively impacted the plant’s Free Cash Flow, further reinforcing its financial sustainability. The plant’s commitment to optimize material and information flow through a Flow-Oriented Layout has resulted in reduction in throughput time, significantly enhancing production efficiency.

Digitalization has been a key driver of the plant’s success, with innovative AI and IoT-based solutions delivering substantial savings. The integration of AI in optical inspection, predictive models for anomaly detection, and smart IoT sensors for power cost reduction has led to substantial savings. These digital initiatives not only demonstrate the plant’s future-readiness but also position it as a leader in Smart Manufacturing.

The Nashik plant has also emerged as a torchbearer for quality and problem-solving excellence. Its application of the Shainin technique in problem-solving has generated significant cost savings. This achievement earned the plant global recognition, including the prestigious Dorian Shainin Best Plant Award in the category of “Use of Shainin in Bottom Line Improvement” and the “Best RT5 Manager Award”.

The Nashik plant is poised for continued success, driven by its commitment to operational excellence and cost competitiveness. Looking ahead, the focus will be on further enhancing the plant’s smart manufacturing capabilities, exploring factory-of-the-future initiatives, and continuing to embrace digitalization and automation to maintain a competitive edge in the evolving mobility landscape.

As we move forward, the Nashik plant will remain a key enabler of Bosch India’s overall growth strategy, contributing significantly to both local and global markets while maintaining a strong commitment to sustainability and operational excellence.

Jaipur (Rajasthan)

Established in 1999, Jaipur Plant is a manufacturing facility for VE pumps and conventional Injectors (Nozzle Holder Assembly) having applications in Light and Heavy commercial vehicles and tractors. In 2024, plant proudly celebrated 25 glorious years of excellence, innovation, and unwavering commitment to shaping a brighter future.

Cost, Delivery & Digitalization). In Quality JaP has been awarded from Cummins, CNHi and John Deere for Zero defects & outstanding

customer centric approach. JaP has sustained a zero-accident record for over 1000 days - a remarkable milestone that reflects its deep-rooted safety culture. This achievement is further reinforced by prestigious recognitions such as Platinum Award by CII for the “Best Organization Adopting exemplary safety practices.”

These outcomes are result of a strong culture of behavior -based safety - making safety not just a priority, but the way of working at Bosch Jaipur.

Digitalization plays a pivotal role at the Bosch Jaipur plant, with technologies such as MES(Manufacturing engineering systems), Artificial Intelligence, Data Analytics, Video Analytics, and Gen-AI solutions strengthening the robustness and reliability of systems and processes. MES has supported in OEE improvement of 25-year-old machines up to a level of 85%. Gen-AI solutions have enabled strategic process simplification and standardization, reducing dependency on high-skill operations. The team in Jaipur is able to leverage Digitalization for Energy conservation as well, more than 150 MWh of energy was saved in 2024 by using Artificial Intelligence in managing the Air compressors operations. JaP has also filed patent for same.

Nurturing People is key strategy under our vision UDAAN. NXT at Bosch Jaipur, our engaged and energized employees are our greatest strength. We build a culture of high performance through high Trust. Jaipur plant has been rated highest across all Bosch Plants, Locations in India in the Trust Index third time in a row in the GPTW survey by “Great Place to Work (GPTW)” organization. Plant is also known for high employee involvement in generating ideas and driving a culture of CIP (continuous improvement process) and this deep-rooted culture has achieved 32 implemented ideas per associate in 2024. Plant is continuously focusing on building people competencies & hence developing CoC (Center of competence) for 3D printing, Testing technology, Heat treatment technology, Grinding & finishing technology, Honing technology, and Gear set manufacturing.

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 storage which has avoided freshwater withdrawal of 12000 KL. Solar String analysis (an AI based algorithm) helped plant to

improve solar energy generation efficiency by 8%. Project has been recognized at various internal & external platforms like ACMA & CII.

In line with our vision UDAAN.NXT to make JaP a preferred destination, “Destination JaP,” team is consolidating VE IPN (International Product Network) business to Jaipur plant along with team from Higashi Matsuyama plant in Japan. By end 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 managing. The competency building of metallic 3D printing is in progress and Jaipur plant will be the hub for 3D printing for entire ROIN.

JaP is committed to work continuously towards customer centricity, growth, and operational excellence towards being a preferred business destination. Additionally, we work towards zero environmental impact from our operations and holistic development through our societal initiatives.

Naganathapura (Karnataka)-NhP

The Naganathapura Plant produces Spark Plugs, a product produced by the Bosch group for over a century and various kinds of Automotive Filters. Productivity improvement projects were implemented in addition to safety and quality improvement programs. The plant produced its record highest ever volumes of Spark Plugs in 2024 and has made significant progress on its transformation journey towards 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 2024 resulting in a significant jump in the maturity assessment of the same. 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 > 25% of the flexible workforce being women deployed in shopfloor in 2024. A new product Cabin Filter was launched for manufacturing in the plant in Q4 2024. The Plant became a zero liquid discharge plant a few years ago 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. Gangaikondan (Tamil Nadu)-GanP

Nestled in the vibrant city of Tirunelveli, Tamil Nadu, Bosch Limited’s Gangaikondan Plant (GanP) stands as a symbol of Innovation, Agility, and Growth. As the youngest Power Solutions manufacturing location within the Bosch India ecosystem, GanP has quickly made its mark, emerging as a powerhouse of diversified manufacturing excellence. GanP’s strength lies in its diversity. The plant manufactures an impressive range of 9 products across 4 major Business Units, demonstrating its ability to cater to a broad spectrum of customer requirements. This wide-ranging capability not only showcases the plant’s technical depth but also its strategic importance in Bosch’s global manufacturing network.

The journey of GanP over the past decade has been nothing short of remarkable. The plant achieved a phenomenal 4 times growth in Total Net Sales (TNS), crossing 8 billion ', a testament to its robust operations and customer-centric approach. With an export share exceeding 20%, GanP is a key contributor to the Bosch India Value Chain Strategy (VCS), strengthening Bosch’s position in both domestic and international markets.

Operational excellence is at the heart of GanP’s success story. The plant has achieved significant milestones across key value streams, consistently driving productivity, quality, and efficiency.

Adding to its growing portfolio, GanP was recently awarded the Microflex Connector project, recognized as a Future Core Product. With high potential volumes projected in the coming years, this new project positions GanP at the forefront of emerging technologies, ready to cater to the evolving needs of the automotive and industrial sectors.

In a significant move towards environmental responsibility, the plant implemented a 1500 KL rainwater harvesting pond, resulting in a 33% reduction in freshwater consumption. This achievement aligns with Bosch’s global commitment to sustainability and reinforces GanP’s role as a green manufacturing leader.

In recognition of its outstanding community initiatives, GanP was honored with the Diversity, Equity, and Inclusion (DEI) award from CII for its impactful Kani Tribe project uplifting the lives of tribal people. This project embodies Bosch’s belief in inclusive growth, ensuring that economic development goes hand in hand with social empowerment. 2025 marked a major milestone for GanP as it celebrated its 10^th anniversary with a series of vibrant events. The

celebrations included various themes reflecting the plant’s values and culture, culminating in a memorable CSR Day, a Family Day, and the inauguration of a new canteen - a fitting tribute to the journey of GanP and the people who made it possible.

Chennai (Tamil Nadu)-ChiP

Power Tools Manufacturing Plant, Chennai (Tamil Nadu)

The Power Tools facility, spanning approximately 7,000 sq. mts, is situated at the SIPCOT Industrial Growth Center in Oragadam, Tamil Nadu. As of April 01, 2024, Power Tools India will be recognized as a distinct region, enabling the plant to consolidate not only local but also SAARC and Rest of the World (RoW) volumes for its global strategy. The Chennai Plant is the leading Power Tools manufacturer in India. It primarily produces Small Angle Grinders, Large Angle Grinders, Marble Cutters, Blowers, Drills, and two-kg Hammers, along with their respective motors. The plant supplies Blowers to the entire global market. To date, Chennai Plant has achieved a local component share of over 70% and a product localization rate of over 74%.

A standout feature of the plant is that all shopfloors are women. The plant is ISO 14001:2015 and ISO 45001:2018 certified and has reached carbon neutrality, through inhouse solar energy and the purchase of green energy. In 2024, the plant produced more than 2 million tools, highest in the history of the plant since inception. As part of the Region for Global Strategy, the Power Tools Board Management established an India Engineering Center in June 2023. The team is equipped with capability required for engineering and developing corded power tools. In alignment with the ‘Make in India’ initiative and to support future-proofing efforts, it is also focusing on the localization of components and embracing digitalization in key business processes to boost operational efficiency and productivity.

Optimized Operations

ChiP’s relocation from rented premises to Bosch-owned premises, is set to enhance its output.

Smart Campus

In continuation of our smart campus initiatives at Adugodi, we upgraded our R&D office & lab infrastructure at South campus on par with the newly constructed landmark buildings. Key highlight is the introduction of Energy efficient ventilation fans in the test labs. These are 50% more energy efficient compared to old fans. Another significant milestone is the introduction of Phase 2 solar group captive resulting in ~75% use of Green energy.

After the relocation of manufacturing operations from Bengaluru to Bidadi, one of the vacant manufacturing hangars at Bengaluru is being converted into a modern lab for our software company BGSW. This is expected to be operational in 2HY2025. With this completion, the engineering labs spread across multiple locations in Bengaluru will be consolidated. This will enable Bosch to showcase capability demonstration and end to end solutions in product development.

Another highlight was the construction of own in-House Kitchen cum Dining facility at Adugodi. This is a key Investment in Employee well-being. With such a large workforce, food service became a significant focus. We recognized the challenges of outsourced dining services and made a strategic decision to build a modern in-house kitchen facility to better meet the nutritional needs of our associates.

The new kitchen spans 5,290 sqm across three floors: the ground floor houses the kitchen, the first floor hosts the dining area, and the second floor includes technical services. The kitchen is fully air-conditioned and equipped with electric cooking appliances and biogas systems to reduce environmental impact.

Key features of the facility:

• State-of-the-art ventilation with exhaust hoods and a fire suppression system for safety.

•    Cold storage rooms, change rooms, and food storage areas to ensure smooth operations.

•    Building Management Systems (BMS) and CCTV surveillance to monitor operations in real time.

This facility not only meets the growing demand for meals across the campus but also ensures food quality and safety for over 10,000 associates.

Another initiative towards sustainability is the plan for a seamless connectivity from the metro station adjacent to our campus via an underground tunnel. Design activity is in progress and construction activity by BMRCL has commenced and is expected to be ready in 2HY2026. Towards water conservation, we have introduced recycling and re-use of treated water for HVAC applications. Biodiversity measures like butterfly garden, bird nests & increase in green cover were also undertaken in our south campus.

INFORMATION TECHNOLOGY AND DIGITAL TRANSFORMATION (IT AND DT)

In our pursuit of enabling growth and competitiveness for Bosch in Region India, we remain steadfast in our commitment to empowering our businesses and functions with a digital edge, by enhancing all human experiences, improving profitability, and making RBIN a #AI First Enterprise

We remain steadfast in focusing and achieving our key goals viz.,

a.    Strengthening our Digital Core,

b.    Modernizing our infrastructure and application architecture,

c.    Optimizing total cost of ownership,

d.    Enabling overall experiences covering employees, customers, and partners

e.    Creating an Intelligent Enterprise and

f.    Ensuring compliance.

Our endeavor is well enabled by excellent collaboration internally with our plants, functions, and business GBs. Our partner eco-system renders us with the agility and flexibility in managing the flow of our digitization requirements. We have also strengthened our Delivery excellence to offer greater customer satisfaction and experience of interacting with team BDO.

Our Key Goals and Achievements:

Strengthening our Digital Core

1.    ERP Process Optimization: Our ERP process specialist team is actively conducting process maturity assessments across all locations and process areas, reinforcing our sustained focus on process harmonization and optimization. These improvements are vital in preparing the organization for embracing digitalization and operational excellence.

2.    Focus on Data Quality: Ensuring clean, accurate, and accessible data remains a key priority, forming the backbone of reliable insights and effective decision-making. Through sustained efforts under the Ready to Drive (Continuous Standardization and Improvements) initiative, we continue to drive data quality improvements and provide ongoing support to plant operations, enabling a stronger foundation for data-driven excellence.

Optimizing Total Cost of Ownership

3.    IT Cost Optimization: In our drive for cost optimization, we have maximized IT efficiency through asset usage enhancement, removal of unused software, assignment of appropriate user licenses. This rationalization enables resource allocation to strategic priorities, fostering sustainable growth for stakeholders.

4.    Application Lifecycle Management: With an eye on scalability and simplicity, we undertook a major rationalization of our digital landscape. Applications were streamlined, and redundant systems were phased out, resulting in a more agile and cost-effective portfolio. 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.

Enabling overall experiences covering employees,

customers, and partners

5.    Customer & Employee Experience: We continue to advance our digital journey by enhancing both customer and employee experiences through data-driven solutions. Focused efforts were made to improve transparency, responsiveness, and decisionmaking support for customers via smarter digital interfaces and strengthened data capabilities.

On the employee front, existing mobile applications were modernized and enhanced driving greater engagement, seamless communication, and operational efficiency.

6.    Customer-Centric Innovation: Advancing our commitment to customer-centric innovation, we have established a platform to provide seamless information exchange between Bosch and its customers, strengthening our “zero distance to customer” approach. By enhancing connectivity and transparency, we are better equipped to address evolving customer needs and ensure meaningful, data-driven engagement.

7.    Partner Experience: We continue to strengthen our external digital ecosystem by integrating intelligent solutions across key partner touchpoints. These efforts support our broader vision of fostering a connected, collaborative, and digitally empowered partner network to drive sustainable growth.

Creating an Intelligent Enterprise8. Center of Excellence - Hyper Automation:

The Center of Excellence for Hyper automation is persistently nurturing a community of citizen developers poised to accelerate automation adoption across our operations. In our unwavering commitment to innovation, we have hosted three “Speedathon” (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.

9.    Center of Excellence - AI 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. Key Achievements being:

a.    Digital fluency 2.0 - 30+ associates trained with Advanced Analytics skills.

b.    Dashboards delivering business insights for 10+ divisions and functions.

c.    Sustenance of community of practitioners (100+) with multiple advanced analytics competency

We continue to explore and adopt next-generation technologies with a sharp focus on practical impact and scalability. Our GenAI initiatives have progressed from pilot phases to implementation, targeting areas such as sales enablement, customs classification, and R&D knowledge management which were also showcased at BBM AI Day 2024. These solutions are helping streamline operations, enhance decisionmaking, and drive long-term efficiency by embedding intelligence into everyday processes.

10.    Culture and Communication: Driving a digital transformation goes beyond technology—it begins with people. Our Culture & Communication efforts focus on fostering a shared digital mindset and encouraging active participation across the organization. Through

a structured framework, we are actively shaping the narrative around “Being Digital,” with increasing visibility across global platforms.

Enabling Governance and Compliance

11.    Access Management: Continued focus on strengthening access governance has led to improved process adherence and system integration. Key initiatives have enhanced control, reduced manual interventions, and supported secure and streamlined user lifecycle management across the organization.

12.    Compliance: We continue to leverage digital technologies to strengthen our compliance posture and ensure seamless adherence to regulatory and statutory requirements. Localization, automation, and standardization have improved agility, transparency, and audit readiness across the organization. Trusted Information Security Assessment Exchange (TISAX) certification completed successfully for Nashik, Jaipur and Gangaikondan plants.

Key Enablers:

13.    Collaboration and Business Partnerships: We

continue our focus on digital transformation by strengthening collaboration across our manufacturing plants and corporate functions. With a strong pool of external partners identified, we are sustaining momentum and ensuring agility in responding to evolving business needs through robust IT and digital partnerships.

14.    Plant Engagements and Roadshows: Engagement across plant locations was further strengthened this year with the introduction of roadshows, site interactions and review mechanisms. These initiatives have played a key role in creating awareness, accountability and fostering a culture of collaboration.

15.    Delivery Excellence: Through the Triage process facilitated by the PMO, we receive and prioritize ideas pertaining to IT and Digital solutions. These initiatives are assessed based on their business value, feasibility, and alignment with strategic priorities. With this we aim to drive impactful projects across the organization.

Awards and Accolades:

We received numerous industry awards and accolades this year, recognizing our commitment to digital transformation. Bosch India was honored with two prestigious Confederation of Indian Industry - Digital Transformation Award (CII-DX) 2024 for our exceptional initiatives in Auto Goods Receipt and Digital Fluency 2.O. Asian Export Awards. Additionally, we are delighted to have been awarded Manufacturing Asia Export Awards 2024 for our innovative transport management solution, which effectively addresses business challenges by leveraging digital technologies.

CHANGE INITIATIVES

Value Chain Strategy. NxT (VCS.NxT)

Strategic direction, continuous improvement, and high-performance levels are key to future-proofing the business and ensuring long-term profitability. With this thought, VCS. NxT, the India Operation Strategy, was started in 2024. This strategy complements the Bosch Corporate Operations Strategy and is aimed at driving impactful growth through customer delight, innovative industrialization, people excellence, and operational excellence. The strategy, 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, Cost, and Delivery. We are convinced that local manufacturing at a world-class level will enable both, local for local and 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 Operations Governance Model. The program spans across all the entities of RO-IN and comprises 12 Strategic Action Fields. These strategic actions fields are driven by plant managers and function heads, with a team consisting of plant enthusiasts who develop and implement these strategies within their plants. This program has successfully run and is meeting the targets of both enabling and performance KPIs.

Some of the key highlights include building robust processes across manufacturing and preparing for future business by developing competencies at supplier and Bosch plants. Having the right people in our value chain is also important, and hence strategies for onboarding the right talent and developing future leaders are part of People Excellence. Finally, lean principles integrated with digital tools, implemented across sources, help build resilient value chains and continue to be a key enable in improving the value chain operational excellence.

i4.0 in Bosch Limited

The Data-driven Value Chain (Connected Industry -I4.0) serves as a key accelerator for boosting production performance and is one of the core strategic pillars of our Value Chain transformation. The primary objective is to reinforce a data-centric approach across the end-to-end (E2E) value chain while aligning with the RB Global standardized Bosch Manufacturing and Logistics Platform (BMLP).

A strong emphasis is being placed on building impactful AI and Generative AI use cases to drive operational excellence across our manufacturing ecosystem. In 2024, more than 100 data analytics and AI use cases have been ideated and developed, including advanced solutions such as Automated Optical Inspection (AOI) powered by supervised and unsupervised learning techniques.

In parallel, we are actively enhancing digital competencies by fostering a culture of collaborative innovation and continuous learning. This includes the upskilling of data scientists through firsthand initiatives such as data-driven hackathons at plant locations, learning-by-doing programs, and cross-functional capability building — ensuring sustainable growth and measurable business impact.

In 2024, the Bosch Production System (BPS)

continued its evolution with the successful transformation from VCS to VCS.NXT, sharpening the focus on Speed, Collaboration, and Value creation across the entire value stream. This transformation was driven by BPS GO! — a structured and action-oriented approach centered around four strategic pillars: Leadership Commitment, Everybody’s CIP, Waste-Free Stable Flow, and Investment Efficiency.

Leadership Commitment: This strengthened through two key initiatives:

• “Toyota Kata” Coaching: Toyota Kata Methodology enables Leaders to be good at Coaching their subordinates. Successfully cascaded at the Jaipur Plant in Q3/Q4 2024, where 5 SCIP projects were driven using Kata routines to reinforce coaching culture, structured problem-solving and scientific thinking. There were breakthrough improvements with significant results both tangible and behavioral aspects

•    BPS Leadership Coaching: Leaders from various functions across plants engaged in two focused modules with experiential learning. While Module 1 focused on improving value stream performance, Module 2 focused on bringing synergies between BPS and Digital, using digital platforms and using data for high-order problem solving

Everybody’s CIP: This topic gained momentum through a dual-path strategy:

•    “Everyone’s Involvement” Strategy: Empowered associates across all levels to actively contribute to continuous improvement. Deployment of Daily Lean routines (Bottom Up) across associates at all levels helped establish rhythm, ownership, and agility on the shopfloor

•    Introduction of the System CIP (SCIP) Framework (Top Down)—focusing on structured theme identification, data-backed diagnosis, cross-functional working, and result-oriented tracking

Waste free Stable flow: Two major levers helped improve and stabilize flow, reduce waste, and align with customer expectations by improving the Lead time across the Value stream:

•    Material and Information Flow Analysis (MIFA):

Conducted across value streams to expose hidden waste (via kaizen flashes) and streamline flow

•    Digital TPT Tool (developed jointly with MFI):

Rolled out across plants to bring real-time transparency into throughput time performance, enabling faster reactions and targeted improvement actions Investment Efficiency

To be competitive, Capex spend must be minimized. With this as an objective, a strategic framework was co-created with experts across RO-IN plants. This has led to better machine utilization, increased machine flexibility, and refurbishing of old machines with new controls. Cross-Learning & Impact

To bring in more inclusiveness, all initiatives were shared through Cross learning platform “Share & Learn” platform, held twice a month, to drive accelerated cross-learning and scalable adoption across plants.

These initiatives led to a measurable impact, with the enhanced BPS Maturity Index, demonstrating considerable progress in lean maturity, continuous improvement culture, and achieving operational excellence across in India. Climate Action

Bosch wants to contribute to climate action, an aspiration it has anchored in its sustainability vision. We support the United Nations 2015 Paris Agreement on climate action and the goal formulated therein of limiting global warming to as close to 1.5 degrees Celsius as possible. With carbon

neutrality (scope 1 & 2)*, we are making a measurable contribution to this goal.

* Scopes 1, 2, and 3 are used here in accordance with the Greenhouse Gas Protocol Corporate Accounting and Reporting Standard. We have considered the effects of CO2 and of other greenhouse gases, as well as climate-relevant substances, to the extent that these are of relevance for the analysis. To enable comparability between the climate impact of the various greenhouse gases and substances of relevance for the climate, emissions are presented in CO2 equivalents. For ease of reading, we use the terms CO2 and CO2 equivalents synonymously.

As early as 2020, the Bosch Group with its more than 450 locations worldwide has been carbon neutral overall (scope 1 & 2). Four levers were used to achieve carbon neutrality: increasing energy efficiency, generating our own energy from renewable sources (new clean power), purchasing electricity from renewable sources (green electricity), and - as the last resort - using carbon credits to offset residual CO2 emissions.

At Bosch India, we are committed to advancing renewable energy generation and fostering sustainability through various initiatives. This includes generating renewable energy at our own facilities and establishing long-term supply agreements to support the development of new photovoltaic plants. We are also conducting trials on the use of 5% ethanol-blended diesel to explore more sustainable fuel alternatives. Our current focus is on phasing out substances with climate impact by transitioning from higher Global Warming Potential (GWP) substances to lower GWP alternatives.

Bosch Limited has adopted a systematic 4E (Energy Audit, Energy Re-tuning, Energy Lifecycle, and Energy Culture) approach and is embracing digitization though the 4C approach (Connect, Communicate, Consolidate, and Cognitive).

During the financial year 2024-25, out of the total electricity demand of the company, 18.6% of the demand was met through in-house solar power plants. The volume of purchased green electricity from new plants (PPA) and corresponding guarantees of origin amounted to 128GWh fulfilling 81.4% of total electricity requirement. The emissions from stationary and mobile combustion were compensated with carbon credits, which amounted to 13% of the total energy requirement.

At the same time, we also want to reduce emissions produced outside Bosch’s direct sphere of influence (scope 3), for example at suppliers, in logistics, or when our products are used. Our aim is to reduce these upstream and downstream emissions by 30% in absolute terms by 2030, compared with the baseline year 2018 - irrespective of our company’s growth.

Bosch requires water for cooling systems, sanitary facilities, and technical processes. We are focusing on process improvements, recycling, and the use of rainwater to further reduce water withdrawal at our company locations. In regions with strained water supplies, water is already reused, or rainwater is used wherever possible. To ensure that the funds for achieving water targets are used efficiently, water coordinators in the divisions identify local savings potential and implement suitable measures together with those responsible at the sites concerned. Work safety

Measures to protect and promote associates’ health and provide a safe working environment always are a top priority for Bosch. Internal company regulations define the relevant principles, organization, and responsibilities within the Bosch Group.

Every year, Bosch Group identifies and assess potential occupational safety risks and classify them by priority. For this purpose, we refer to accidents reported in the Incident Management System and use findings from internal audits under ISO 45001 or the audits of the internal audit department. On this basis, we develop specific risk mitigation programs and define the focal points for subsequent audits. We conduct an in-depth analysis of any work-related accidents causing at least one day of downtime, irrespective of whether Bosch associates or third-party staff are involved. In the event of serious accidents, special analysis methods are used to perform a detailed investigation of the root causes and to derive specific measures. Based on internal regulations, workplace or activity-related hazard assessments are also conducted regularly. These are used as a basis for determining any preventive and protective measures needed, and our associates are instructed accordingly.

In 2024, Bosch India continued to advance its Value Chain Strategy (VCS.NXT), placing a strong emphasis on the “Zero Accident” initiative within the sustainability pillar.

This year, we have prioritized the deployment of Behavior Based Safety (BBS) across various locations. We have developed a comprehensive observer program, complete with observation checklists, to assess associates based on the BBS principles of Behavior Observation Feedback Process (BOFP).

Our approach to fostering a robust safety culture is anchored in a three-pillar framework: MAE (Machines and Equipment) safety, Human Factors, and Management Systems. We have made significant strides in enhancing MAE safety by focusing on key areas such as the standardization, effective interruption management, and the prevention of human error.

Our enabling and leading KPIs have shown marked improvement, reflecting our commitment to safety. For

instance, we have seen better performance in near miss reporting closure rates and a strengthened culture around first aid reporting. These metrics not only demonstrate our initiative-taking approach to safety but also highlight the engagement of our associates in cultivating a safer workplace.

Through these initiatives, we aim to reinforce our commitment to safety and ensure that all associates are actively involved in fostering a culture of safety, driving us closer to our goal of zero accidents.

Quality Management

At Bosch India, quality is deeply woven into our commitment to achieving ‘Zero Defect’ across the value chain, underscoring our dedication to operational excellence and continuous improvement.

Aligned with our “Quality First” pillar within the Value Chain Strategy, we continue to focus on enhancing customer perception and delivering customer delight. This commitment is driven by key enablers such as fostering trust-based customer relationships, leveraging data-driven insights, strengthening process robustness, enhancing associate competency and skills, and advancing supplier improvement initiatives. Over the past year, we have made notable progress through collaborative projects with customers, the structured application of problemsolving methodologies like Shainin, data-centric analysis, and focused training programs for all associates. A key accelerator has been the Q-Mindset Drive across Bosch India plants—embedding a culture of quality through initiatives such as reinforcing Q-Basics, proactive problem prevention campaigns, the ‘Learn to See’ program to see the unseen, and the Q1^st Associate initiative that recognizes and motivates associates who actively identify and address deviations on the shopfloor.

In 2024, our commitment to excellence translated into tangible improvements across key quality metrics. We achieved a 17% reduction in ‘0 km’ customer incidents over the previous year (OPY), demonstrating our focus on delivering defect-free products. Logistics incidents saw a significant reduction of 48% OPY, reflecting enhanced efficiency across our supply chain. Additionally, strengthened quality control measures led to a 14% reduction in Internal Defect Costs OPY, reinforcing our pursuit of operational excellence. Crowning these achievements, we were honored with 15 prestigious awards from our valued customers in recognition of our high-quality product delivery and outstanding quality performance.

As we look ahead, customer delight remains our True North, inspiring us to continuously innovate, raise our benchmarks, and exceed expectations in every interaction with our valued customers.

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. Sandeep Nelamangala (DIN: 08264554) 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. S.V. Ranganath, Independent Director completed his second (2^nd) term on the closing hours of June 30, 2024. The Board places on record their deep appreciation of the valuable contributions made by Mr. S.V. Ranganath to the growth and profitability of the Company.

The Board of Directors has, in its meeting held on May 27, 2025, on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Members of the Company, approved the re-appointment of Mr. Guruprasad Mudlapur as a Managing Director for term of 2 years from July 01,2026, to June 30, 2028.

The Board of Directors has, in its meeting held on May 27, 2025, on the recommendation of the Nomination & Remuneration Committee and subject to the approval of the Members of the Company, approved the re-appointment of Mr. Sandeep Nelamangala as a Joint Managing Director for term of 3 years from July 01,2026, to June 30, 2029.

Your Directors recommend the re-appointment of Mr. Guruprasad Mudlapur’ s and Mr. Sandeep Nelamangala’s proposed resolutions to be passed by requisite majority in the ensuing Annual General Meeting.

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)

All the Independent Directors of the Company meet the criteria of independence as provided under subsection (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 (“IICA”) 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).

Familiarization Program 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 programs. 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 programs 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 conducted 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 Dr. Gopichand Katragadda as its Chairperson, 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 January 28, 2025, amended the CSR Policy. The Policy inter-alia deals with the objectives of the Company’s CSR initiatives, its guiding principles, focus areas, governance structure with roles and responsibilities of the CSR Committee, implementation plan, monitoring and evaluation plan and reporting framework effective from April 01,2025.

1. Employment and Livelihood Enhancing Skill

Development

a.    BRIDGE (Bosch’s Response to India’s Development & Growth through Employability Enhancement): BRIDGE is an 11-year-old vocational training initiative that has skilled over 110,000 less-educated youth with industry-relevant employability skills, leading to their entry into entry-level positions in the service industry. The program combines classroom training on soft and life skills with On-the-Job Training (OJT), providing underprivileged, unemployed youth with opportunities for suitable employment. As on 31^st March, 16,699 youth had completed their training and 5941 were undergoing training youth across 24 states and 4 union territories were trained through 400+ active BRIDGE partner centers. The program reached 57% female beneficiaries, and 68% of the participants were employed. This year, we also partnered with the Department of Industrial Training and Employment (DITE), Government of Karnataka and Department of Skill, Employment and Entrepreneurship (DSEE), Government of Rajasthan to establish 20 BRIDGE training centers at Government ITIs - 10 in each State.

b.    Skill Development in Automotive Sales and Services: This program offers two specialized courses targeting different beneficiary groups. The Basic Automotive Sales and Service course equips youth with essential automotive skills, with on-the-job training facilitated by automotive service centers and auto training institutes, in 2024-25, 5,545 youth benefited from this program with 72% of them being placed. Besides this 700 youth were trained as 2-Wheeler and 4-Wheeler Automotive Technicians through, the Automotive Sector Skill Council (ASDC).

c.    Skill Development for Caregivers: This initiative focuses on training young Caregivers with essential medical care skills, enhanced by OJT in hospitals and nursing institutions. In 2024-25, a total of 2,007 youths benefited from this program, with 73% women beneficiary and it achieved a 72% placement rate.

d.    Economic Empowerment of People with Disabilities (PWDs) & LGBTQIA+ through

Skill Development: As part of our inclusive social engagement initiatives, this year, 200 youth with disabilities and 100 youth from the LGBTQIA+ community received sector-specific skills training through expert partnerships. The PwD program catered to youth with various disabilities, including those with visual, speech and hearing impairment, locomotor disability, dwarfism, and cerebral palsy. A total of 68%of the PwD and 60% of LGBTQIA+ beneficiaries have been successfully placed.

e.    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 in this year 1,029 trainers were successfully trained.

f.    Artisan Training Center: A flagship program of Bosch India Foundation, the Artisan Training Center aims to upskill youth in Carpentry, Electrical and Plumbing trades. This year a new trade on home appliances and power tools was introduced and Master Artisan Training Center for that trade has been set up in Chennai, and a Multiplier Center for electrical and electric vehicles was established in Jamshedpur with the capacity to training up to 300 youths annually in their respective fields.

g.    Capacity Building of Not-for-Profit Organizations (NGOs): NGOs play a crucial role in reaching vulnerable and marginalized communities, particularly in areas where government and private sector involvement is limited. This training equips NGO representatives with knowledge on government policies, skill development best practices, and good governance, enabling them to implement skill development programs effectively. In 2024-25, 194 NGO representatives completed this training, benefiting numerous communities.

h.    Economic Empowerment of Women as Electric Vehicle (Auto) Drivers: To foster women entrepreneurship and improve livelihoods, in reporting year we have launched a training program for women to become EV auto drivers. Around 170 women were trained and assisted in obtaining their driving licenses.

i.    Skill Development in Electric Vehicle/ Battery Specialization: Through this initiative, we supported the training of 41 youths in EV technologies, with 27 trained as 2- and 3-wheeler technicians and 14 as EV battery specialists.

j.    Swami Vivekananda Cultural Youth Center - Infrastructure Support: We supported the Swami Vivekananda Cultural Youth Center by contributing to infrastructure development, enhancing the facilities, and enabling better engagement of youth through knowledge and skill development.

2.    Sustainable Mobility:

a.    Green Service Camps for Roadside Mechanics and Garage Workers: This project aims to promote sustainable consumption and a circular economy by empowering local mechanics and fostering a deeper connection between them, their customers, and the environment. In the reporting year, we reached out to 350 roadside garages and 700 mechanics.

b.    Research and Development of Electric Race Car: This support was extended to an academic institution for the research and development of an Electric Vehicle (EV) race car. The technical inputs and expertise provided by Bosch have significantly enhanced the vehicle’s performance and design. This intervention positively impacted 46 students, enriching their practical knowledge and skills in EV technology and its usage for other interventions of reducing carbon footprint.

c.    Road Safety Education and Awareness: Under the Sustainable Mobility initiative, the focus was on fostering a culture of road safety in India through school and college-based education programs and community engagement. The program emphasizes a sustainable teacher training model that utilizes existing educational resources, thereby ensuring that road safety education reaches a wide audience effectively and behaviors of the community members become more responsible as a pedestrian or/and a driver.

3.    Environment Sustainability & Water Conservation

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 biodiversity inclusive of flora & fauna and protecting it from encroachment Additionally, we started rejuvenating Sheshagirihalli Lake in 2023-24 and,

this year, has extended our efforts to Mailsandra Lake in Bangalore and Nathanallur Melandai Thangal Lake in Chennai. These initiatives have positively impacted 24,700 individuals and 1,200 cattle and conserving 3 billion liters of water over the years.

b.    Supporting Environmental Conservation through Afforestation: Under this project 270,000 trees have been planted so far, including the 19,727 saplings planted in the reporting year and Bosch continues to maintain over 42,000 trees planted in previous years across multiple locations. This initiative has benefitted more than 118,000 community members residing near these plantations and supported 129 farmers by providing 2,400 coconut tree saplings, helping to increase their income over the years. This effort is generating 35,374 Tons of Oxygen and has resulted in absorption of 7500 Tons of Carbon Dioxide every year.

c.    Other Water Conservation Projects: In

addition to lake rejuvenation, this year we have implemented several water conservation projects based on local needs. These include the Ridge-to-Valley Watershed Restoration project in Nashik to improve groundwater levels and reduce soil erosion, and the rejuvenation of percolation tanks in Nashik and ponds in Jaipur, benefiting around 9,781 community members, respectively.

4. Quality Education:    Infrastructure, Value

Education & Creative Learning

a.    BRIDGE Foundation - Teacher Training Program: The BRIDGE Foundation program is designed to enhance the effectiveness of teachers in imparting 21^st Century skills to students, in alignment with the National Education Policy (NEP) 2020. The program, which started in 2023 in Ramanagara, Karnataka, trained 40 teachers who impacted 1,348 students. Based on its success, the program was extended to Jaipur and Nashik, 233 Government School teachers were trained.

b.    Development of Anganwadi and Government Schools through Need-Based Infrastructure and Learning Support: Through this initiative we have supported government schools with basic infrastructure, digital tools, STEM lab and learning materials benefitting 18,283 students. We also supported Anganwadi by upgrading the infrastructure, providing educational toys and Anganwadi teachers training impaction around 8211 beneficiaries across locations like Bidadi, Chennai, Gangaikondan, Jaipur, Nagnathapura, and Nashik.

c.    Infrastructure and Learning Initiatives for College Students: Through this intervention, we developed an e-learning digital lab for 52 students with disabilities, enabling better access to education. In addition, 111 college students were supported in advanced manufacturing technology courses, and 50 students received full-stack web development training.

d.    Other Learning Initiatives for Government School Students: We implement various learning interventions for government school students, including creative learning through art, an experiential citizenship education program, and life skills development through sports and storytelling. These initiatives have positively impacted 3,626 government school children. Additionally, through learning centers for school dropouts, we have supported 360 children who had dropped out of school. Furthermore, 130 government school students have benefited from after-school education programs.

5. Health & Hygiene Support to Community

a.    Mobile Medical Units (MMUs): We launched three Mobile Medical Units in Jaipur, Nashik, and Chennai last year to promote preventive healthcare and provide basic medical services. Based on demand, an additional unit was added this year. These units have reached 67,138 beneficiaries across 95 villages. In addition to healthcare services, frontline healthcare workers were trained, and multiple awareness sessions were held to promote preventive healthcare.

b.    Reverse Osmosis (RO) Plant for Safe and Clean Drinking Water: This year we have installed two new Reverse Osmosis (RO) plants in Jaipur and one in Bidadi, bringing the total number of Bosch-supported RO plants to 36 since 2008. These plants provide access to clean drinking water for over 30,400 households annually, especially in regions affected by high fluoride content in groundwater.

c.    Other Interventions: Bosch supported 3,400 government school children with nutritious meals through the Midday Meal program, providing rental support for meal preparation. Additionally, we have extended healthcare support to 45 Multiple Sclerosis patients, ensuring their medical needs were met.

6. Integrated Village Development Initiatives

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. Having 5 CDC’s set up in various locations. In 2024-25, we expanded the CDC network by adding one more center in Anekal, Bangalore. A total of 32,333 individuals from 152 villages were benefited by the CDCs.

b.    Rural Livelihood Enhancement: This initiative aims to enhance livelihood opportunities for local community members, especially women. In 2024-25, This year, 892 beneficiaries received livelihood skills training, 648 ANM/Asha workers were upskilled, and 600 girls received leadership and life skills training.

Annual Report on Corporate Social Responsibility Activities of the Company along with Impact assessment of CSR projects (2023-24) is enclosed as Annexure ‘D’ 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 (up to June 30,2024), Ms. Padmini Khare, Chairperson (Independent Director) (from July 01, 2024) Dr. Pawan Goenka (Independent Director), Ms. Hema Ravichandar (Independent Director), Dr. Gopichand Katragadda (Independent Director), Mr. Stefan Grosch (Non-Executive Director) and Mr. Soumitra Bhattacharya (Non- Executive Director) 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 2024-25 are given below:

 

The financial performance of Autozilla during 2024-25 is as
under:	Â	(MINR)
Particulars	2024-25	2023-24
Turnover	73	42
Profit/(Loss)before tax	(38)	(37)
PBT % on Turnover	(52)%	(89)%

 

(T?)
Particulars	2024-25	2023-24
Total Revenue	29	28
Profit/(Loss) before tax	5	(1)
Profit/(Loss) after tax	4	(1)

 

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.

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 2024-25 are given below:

Particulars	2024-25	2023-24
Total Revenue	-	-
Profit/(Loss) before tax	(3,064)	(2,562)
Profit/(Loss) after tax	(3,064)	(2,562)

The Audited Statement of Accounts of RBIM & MTPL 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 2024-25 is as under:

Particulars	2024-25	2023-24
Turnover	1,324	1,112
Profit/(Loss)before tax	34	29
PBT % on Turnover	2.5%	2.6%

Joint Venture Company

PreBo Automotive 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		2024-25 is as
under:	Â	(MINR)
Particulars	2024-25	2023-24
Turnover	1,342	958
Profit/(Loss) before tax	88	55
PBT % on Turnover	6.5%	5.7%

A separate statement containing the salient features of the financial statement of the Subsidiaries, Associate and Joint Venture are disclosed under AOC-1 and is enclosed as Annexure ‘I’ to this Report.

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 ' 45.6 Crores (Rupees Forty-Five Crores Sixty Lakhs) 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 PricewaterhouseCoopers 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 and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”).

SALE OF BUILDING TECHNOLOGY’S (BT) BUSINESS

The Board of Directors of the Company at its meeting held on January 28, 2025, based on the recommendation of the Audit Committee, inter-alia approved the Sale and transfer of the Company’s Building Technology’s product businesses encompassing “Video Systems”, “Access and Intrusion systems”, “Communication systems” to Keenfinity India Private Limited along with all the employees, assets and liabilities of the said Business, as a “going concern” by way of slump sale for a cash consideration of not less than ' 595 Crores (Rupees Five Hundred and Ninety-Five Crores). This was based on the global decision to sell its Building Technologies division’s product business for security and communications technology comprising “Video,” “Access and Intrusion,” and “Communication” systems.

The consideration was arrived at based on an independent valuation conducted by KPMG Valuation services LLP 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 and Exchange 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.

PARTICULARS OF EMPLOYEES

Your Company had 6,333 employees as of March 31,2025. 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 “F ‘’ 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 73^rd Annual General Meeting.

RISK MANAGEMENT

Our sustainability strategy is seamlessly woven into the Bosch Group’s risk management system. The comprehensive approach spans the entire organization, enabling participation from all operational, functional, divisional, and business units.

The Bosch Group’s risk management system is based on ISO 31000, COSO (ERM) standards as well as IDW PS 340 PS 981. It comprises of systematic detection and tracking of relevant risks as well as identification and monitoring of measures to manage these risks. The Company additionally complies with listing and disclosure obligations required by market regulator, The Securities and Exchange Board of India (SEBI).

Risk Management Committee has been constituted to oversee the effectiveness of the overall risk management system, policies, and practices. The Committee, consisting of Board Members and Department Heads, review the risk inventory, controls, mitigating measures and makes appropriate recommendations, as necessary.

Our Plan-Do-Check-Act (PDCA) risk management approach is collaborative and cross-functional, facilitating participation and engagement across the business units. 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 global policies on risk management and feedback from stakeholders. Complying with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Risk Management Committee (RMC) has been constituted to oversee 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 as well as make appropriate recommendations as necessary.

Risk Management Committee-.

(a)    monitors and ensures effective implementation of the Company’s Risk Management Systems (RMS).

(b)    monitors and approves the Company’s risk policy and associated practices.

(c)    monitors the effectiveness of the overall risk management framework.

(d)    reviews the Company’s overall risk profile and ensures that risk-based decisions are within the Company’s risk appetite.

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

(f)    periodically report risk movements and trends to the Board, recommending appropriate actions.

(g)    ensures it meets its statutory and regulatory responsibilities.

(h)    ensures a culture of risk is embedded and lived across the organization.

Subordinate risk management teams, led by the respective business heads, identify, evaluate, and respond to functional, operational as well as strategic risks in their corresponding area of responsibility. There are 18 functional risk areas defined in the risk policy against which risks are evaluated both qualitatively and quantitively. All single risks with an impact on EBIT are documented in the risk register.

Our Plan-Do-Check-Act (PDCA) risk management approach facilitates participation and engagement across all business units, enabling a mutual understanding of risks, uniformity in reporting and continuous improvement in the overall risk management process.

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 been uploaded on the website of the Company.

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 Material 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 ‘E’ to this Report.

The Company has framed a Policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. During May 2025, 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.

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 ‘G’ 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 03, 2022, until the conclusion of 75^th 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 31,2025. The said Auditors’ Report(s) for the financial year ended March 31,2025, 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, re-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 2025-26 in terms of the provisions of Section 148 of the Companies Act, 2013.

Sl. No.	Name of Product(s) / Service(s)	Industries/sectors/products/services	CETA Heading (wherever applicable)	No. of tariff items/ Products/ services
1.	(a)    Spark Plugs (b)    Glow Plugs	Electricals or electronic machinery	8511	2
2.	(a)    Nozzle Holder Assembly (b)    Components (c)    Fuel Rail Assembly	Other machinery and Mechanical Appliances	8409	3
3.	(a)    LAG, SAG, Rotary Drill, Hammer, Marble Cutter (b)    Impact Drilling Machine	Other machinery and Mechanical Appliances	8467	2
4.	(a)    Fuel Injection Pump (b)    Components	Other machinery and Mechanical Appliances	8413	2
5.	Blower	Other machinery and Mechanical Appliances	8414	1
6.	Machines	Other machinery and Mechanical Appliances	8466	1
7.	Machines	Other machinery and Mechanical Appliances	8479	1
8.	Components	Other machinery and Mechanical Appliances	8481	1
9.	Components	Rubber and allied products	4009	1

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., will form part of the Notice convening the 73^rd 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 Ms. Subhashri K M, Partner BMP

and Co. LLP, Company Secretaries, for the Financial Year 2024-25. The Report of the Secretarial Auditor is enclosed as Annexure ‘A’ to this Report. The Secretarial Auditors’ Report have the following observations:

Auditor Observation:

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 has been maintaining back-ups of books of accounts in servers located physically in India from July 18, 2024, and backup of books of accounts in relation to audit trail was maintained from March 01,2025.

Management Response:

The management has successfully imported all the necessary tables related to the books of accounts and has ensured their backup on a server located in Chennai, India, in compliance with the regulation. This backup process has been effectively in place since July 18, 2024. With respect to backup of tables pertaining to audit trail, the same is being backed up daily with effect from March 01,2025.

In terms of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company

proposes to appoint CS Parameshwar Ganapati Bhat, Practising Company Secretary, (FCS- 8860, COP- No. 11004). He holds a Peer Review Certificate No. 5508/2024, Valid up to March 31,2029, as the Secretarial Auditor of the Company to hold office for a period of 5 (Five) consecutive years from the conclusion of the 73^rd Annual General Meeting to be held in August 2025 till the conclusion of the 78^th AGM of the Company to be held in 2030 i.e. from the period starting from April 01, 2025, to March 31,2030. Your Directors recommend that the proposed resolution relating to the appointment of Secretarial Auditor to be passed by requisite majority in the ensuing Annual General Meeting.

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 judgments 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.

DETAILS OF LOANS, ADVANCES, GUARANTEES OR INVESTMENTS

Particulars of loans given, investment made, or guarantee given, or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee, or security are provided in Notes to the Financial Statements.

Further, particulars of loans and advances in the nature of loans to subsidiaries, associates and firms/companies in which directors are interested is given below:

Â	Â	(MINR)
Particulars	Name of the Firm/ Company	Amounts at the year end and the maximum number of loans/ advances/ Investments outstanding during the year
Loans and advances in the nature of loans to subsidiaries	Robert Bosch India Manufacturing and Technology Private Limited	31
Loans and advances in the nature of loans to associates	Nil	NA
Loans and advances in the nature of loans to firms/ companies in which directors are interested	Bosch Automotive Electronics India Private Limited	6190

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 31,2025, is available on the Company’s website. Please find below the link after this report.

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.

Internal Complaints Committee (ICC) is in place to redress complaints received regarding sexual harassment. The Company is committed to provide protection against sexual harassment of women at workplace (including employee or any other women visiting worksite for any other purpose).

1.    Number of complaints of sexual harassment received in the financial year (April 01,2024, to March 31,2025):

7.

2.    Number of complaints disposed off during the financial year: 7

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

4.    Number of workshops or awareness programs conducted in connection with sexual harassment:

15 exclusive sessions. Additionally, every employee goes through a mandatory Web Based Training (WBT) -89% covered as on Dec 2024.

5.    Remedial measures taken by the Company:

•    POSH Annual Conclave (initiated 1^st time) -through which all IC members underwent. Training included group discussion, case studies and benchmark practices presentation and discussion.

•    Quarterly Meetings of IC - Some of the Topics covered ; Liability of the Org in case of contract employees, Live case scenarios, Powerplay in Sexual Harassment cases, Quantum of Penalty, Jurisdiction of IC etc.

•    Campaign through mailers, Awareness sessions for contract and temporary employees is continued.

•    Refreshers for Blue collar associates.

•    Inclusion of POSH topic in induction for Trainees and temporaries.

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 ‘C’ to this Report. The BRSR Core disclosures have been independently assured by an external agency, Messrs. S. R. Batliboi & Associates LLP (member firm of Ernst & Young) (Firm Regn. no. 101049W/ E300004).

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 “B” 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 not made any investments under Foreign Exchange Management (Non-Debt Instruments) Rules, 2019.

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.

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.

---

Mar 31, 2024

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)	Â	Â
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 SQCD²Â (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

(f)    to periodically report risk movements and trends to the Board, recommending appropriate action.

(g)    to ensure it meets its statutory and regulatory responsibilities.

(h)    to ensure a culture of risk is embedded and lived across the organization.

Subordinate risk management teams, led by the respective business heads, identify, evaluate, and respond to functional, operational, and strategic risks in their corresponding area of responsibility. There are 18 functional risk areas defined in the risk policy against which risks are evaluated both qualitatively and quantitively. All single risks with an impact on EBIT are documented in a risk register.

Our Plan-Do-Check-Act (PDCA) risk management approach facilitates participation and engagement across the business units, enabling a common understanding of risks, uniformity in reporting and continuous improvement in the overall risk management process.

 

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.

DETAILS OF LOANS, ADVANCES, GUARANTEES OR INVESTMENTS

Particulars of loans given, investment made, or guarantee given, or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in Notes to the Financial Statements.

Further, particulars of loans and advances in the nature of loans to subsidiaries, associates and firms/companies in which directors are interested is given below:

 

Â	Â	(Mio INR)
Particulars	Name of the Firm/ Company	Amounts at the year end and the maximum number of loans/ advances/ Investments outstanding during the year.
Loans and advances in the nature of loans to subsidiaries	Robert Bosch India Manufacturing and Technology Private Limited	28
Loans and advances in the nature of loans to associates	Nil	NA
Loans and advances in the nature of loans to firms/companies in which directors are interested	Bosch Automotive Electronics India Private Limited	7,900

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.

---

Mar 31, 2021

The Directors have pleasure in presenting the SIXTY NINTH Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2021.

1. Financial Results

The following are the financial highlights for the

Financial Year 2020-21:		[Mio INR]
Particulars	2020-21	2019-20
Sale of Products	89,646	89,441
Of which Export Sales	8,606	7,869
Profit before exceptional item and tax	13,110	16,364
Exceptional items	7,439	7,167
Profit before Tax	5,671	9,197
Provision for tax	846	3,349
Profit After Tax from continuing operations	4,825	5,848
From discontinued operations	-	650
Profit for the year	4,825	6,498
Other Comprehensive income (Net of tax)	3,799	(1,333)
Total Comprehensive income	8,624	5,165

The Company does not propose to transfer any amount to Reserves for the year under review.

2. Dividend

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_ company/shareholder_information/2017_2/dividend_ distribution_policy_2017.pdf. This policy is enclosed as Annexure ‘A’ to this Report.

In line with the Dividend Distribution Policy, the Board has recommended a Dividend of INR 115/- per share for the Financial Year 2020-21, aggregating to Mio INR 3,392. The dividend payout ratio is approximately 70.3%. The Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

3. Management Discussion and Analysis

In order 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:

3.1 Economic Scenario3.1.1 Global Economy

The year 2020 has been an unprecedented year. Covid-19 struck the global economy inflicting high and rising human cost worldwide. Governments and central banks across the world stepped in with fiscal and monetary support and global economic recovery from the depths of the Covid-19 plunge has proceeded significantly faster than what most envisioned.

The global economy is headed into a goldilocks scenario over the next couple of years. Vaccine production and distribution is picking up to the point where the achievement of herd immunity to Covid-19 will be within reach for significant portions of the globe over the quarters ahead. Pent-up consumer demand fueled by ample fiscal support for household incomes will be boosting growth as economic activity normalizes. Major central banks have essentially committed to look through -indeed to look favourably upon - any transitory price pressures that arise in sectors that struggle to keep up with surging demand. And while market yields will have risen enough to eat part way into very favourable financial conditions, those back-ups will be more reflective of strong growth prospects than fears of persistently higher inflation, which according to the Fed is transitory in nature.

IMF now projects global growth at 6% in 2021 moderating to 4.4% in 2022. The upward revision reflects additional fiscal support in a few large economies, the anticipated vaccine-powered recovery in the second half of 2021, and continued adaptation of economic activity to subdued mobility.

3.1.2 Indian Economy

India was one of the worst hit economies between April - June 2020 quarter with GDP growth contracting by 23.9% primarily driven by the rigorous nature of our lockdown. That said, our economy came back strongly and while FY 20-21 will still be a contraction of ~7.3%, the pace of contraction is much lower contrary to most expectations.

Most recently, India witnessed a sharp second wave and while resultant health and humanitarian crisis was most severe, the economy is expected to bounce back and grow between 8-10% in FY 21-22. At present, the biggest challenge for India continues to be vaccinating its large population more so given the impending third wave.

RBI in-turn has remained proactive in supporting the economic and financial markets through a series of rate easing, liquidity, bond purchase and regulatory measures, without which there would have been a further growth sacrifice. Conventional rate easing measures have been supplemented by unconventional measures such as Open market operations, Operation Twist, Special Liquidity Facility, Long Term Repo Operations, Targeted long-term repo operation, Government Securities Acquisition Programme, most of which were unthinkable even a few years back.

INR has largely been range bound against the USD (72-75) primarily driven by record balance of payment surplus and massive amount of Forex reserves accumulated by RBI.

3.2 Industry Structure and Development

Automotive:

The Covid-19 pandemic has added to the woes of an already ailing automotive industry. New-vehicle sales and production had already been falling before the pandemic. Automotive sales volumes were subdued during FY 20-21 marred by multiple factors such as slowing economic growth, increased cost of ownership because of mandatory insurance and safety regulations. However, the decline deepened during the lockdown imposed in April-June (the first quarter of the FY 20-21) and restrictions imposed since then. Apart from economic turmoil and sales restrictions, the transition to Bharat Stage VI (BS VI) emission norms, mandated from April 1^st, 2020, led to an increase in purchase prices, further affecting sales and output.

Post unlocking of the economy, the automobile industry has been continuously witnessing strong sales month on month, driven by improvement in economic activities, low interest rate regime, and improvement in financing availability.

Demand for Passenger Vehicles was stronger than expected once Covid-19 related lockdown restrictions were lifted due to shift in preference

towards personal mobility. This was reflected in strong demand with first-time buyer (FTB) share increasing to 50% in FY 20-21 (from 45% in FY20) of domestic volumes. Industry registered healthy retail numbers during the festive season. Moreover, traction in the PC market continued post festive season as well. Preference of compact SUV, SMART cars with infotainment & connected features and attraction towards automatic over manual transmission is triggering replacement demand attracting the present youth. Government has ensured abundant liquidity through Reserve Bank of India. This has created attractive lending rates which leads to demand creation.

The pandemic has hit sales of Commercial Vehicles, especially medium and heavy Commercial Vehicles, even harder than those of passenger cars. This will be the second consecutive year of decline in the market, which suffered decline in FY 19-20, after peaking in FY 18-19. Sales slumped in 2019 as the economy slowed and manufacturers ended output of some models to meet BS-VI emission standards, which became mandatory from April 2020.

Domestic demand has been weak over the last two years due to reasons such as excess capacity created after new axle load norms, slowdown in the economy and limited driver availability. However, strong rural recovery, increased fleet utilization and government’s measures to revive the economy through infra spending will likely drive volume going forward. Infrastructure development in Bharat Mala and Sagar Mala projects - out of 84,000 kms road development projects 34,800 kms is targeted to be completed by 2022. Tippers and construction vehicles are required to execute this massive project.

LCV dealer inventory was on the lower side as transition from BS IV to BS VI, boom in e-Ecommerce

and Last mile delivery created massive demand for LCV. Increasing penetration of e-Commerce in tier 2 and tier 3 city supported growth. This was driven mostly by commute between warehouse in outskirts to inside the city’s door delivery.

Agriculture output has consistently seen double digit growth coupled with government stimulus which ensures demand from rural economy.

Buoyant rural sentiments owing to good monsoon in CY21 positive farm sentiments on account of better crop profitability, high government support through income support schemes, higher rural expenditure (agriculture expenditure estimated to

be higher by ~52% on-year in H1 FY21), good water reservoir levels, high crop acreage (Rabi acreage at highest level of 65 million hectares), procurement (Kharif procurement up 27% YoY in 9M FY21) and remunerative prices has led to strong tractor demand outperforming the overall automotive industry.

Two-wheeler demand for FY 20-21 was impacted and key reason for the fall in two-wheeler sales is the BS-VI price hike which has increased two-wheeler prices by 10-15%. Moreover, Covid-19 and its associated lockdown had impacted income sentiments especially in the first half of the fiscal year while high fuel prices have pushed up cost of ownership in the second half.

Non-Automotive:

The Indian Professional Tools market is estimated to be around INR 16 billion by value in the year 2020 (factoring Covid-19 impact) and is expected to grow at a CAGR of 10% (2021). This is in line with the estimated government spends on infrastructural projects, and expected investment in manufacturing industries. Since the impact of second wave of Covid-19 is very severe in India, we would need to evaluate further on the market scenario and market trends. Spending power of people has come down considerably and people would be looking for most affordable solution from power tools industries.

The Building technology (Security technology) market in India is growing at 5% driven by the need to secure Critical Infrastructure, Government Buildings, Public and Private Spaces. The technology trends in this

space are evolution and maturity of IP Convergence, analytics and seamless integration. The market is also preparing itself to deal with the challenging threats and changes driven by fast changing hardware and software. The Industry is also maturing driven by the renewed scope in Regulation and Bottoms-up desire to feel safe and secure.

The overall slowdown in the economy has resulted in slowing demand for Solar PV EPC projects and Energy Efficiency solutions from commercial and industrial segment customers. Solar PV projects has seen an upward trend mainly in the Opex model during this period. Energy Efficiency solutions demand is supported by pollution control and energy savings measures adopted by the government agencies and many corporations.

3.3. Business and segment wise performance

The overall performance of the Company witnessed a marginal decline of 1.3%. Mobility business (Automotive) revenue increased by 0.4%, while the

Business beyond mobility (Others) reduced by 9.6%, Domestic mobility business witnessed increase of 1.2%, mainly driven by Powertrain Solutions due to various economic, industrial and emission norms factors driving the auto industry.

As the Company predominantly operates in manufacturing and trading of mobility solutions, this constituted 84.6% of total sales for the Financial Year 2020-21. The Business beyond mobility, comprising of Industrial Technology, Consumer Goods and Energy and Building Technology, had a share of 15.4%.

Thus, the operating segment is broadly classified into “Mobility Business” (Automotive Products) and “Business beyond mobility” (Others).

3.3.1 Operating Segment Mobility Business:

Powertrain Solutions

The division Powertrain Solutions (PS) combines the strengths of the smart, diversified and sustainable

powertrain under the vision PASSION TO MOVE. PS offers integrated solutions in the market segments Electric Vehicles (EL), Passenger Cars (PC) and Commercial Vehicles / Off-Road (CV/OR) and aims to become no. 1 provider of products and solutions in the diversified powertrain sector ranging from gasoline and diesel injection to electrified drives with battery and fuel cell technologies. Powertrain Solutions is pushing ahead with the further development of innovative, eco-friendly technologies and systems based on diesel and gasoline. They include engine management systems, fuel supply modules, fuel injectors, pumps, and ignition systems. For diesel systems, the division is developing even more fuel-efficient and eco-friendly injection systems for applications ranging from passenger cars and commercial vehicles of all kinds to industrial power-generation units.

During Q1 of FY 20-21, the Covid-19 situation had necessitated a nation-wide Lockdown which resulted in supply chain restrictions, man power constraints, semiconductor crisis, absenteeism and liquidity crisis. Despite this we made a sound recovery commencing from Q3 of FY 20-21.The implementation of BSVI also helped us witness a good turnover for new generation products.

Overall automotive market during FY 20-21 was effected by unfavourable economic conditions owing to the Covid-19 pandemic. We still managed to end the year on a positive note due to the increase in demand in the tractor market that is owing to favourable monsoon, expansion in Rabi acreage, very high reservoir levels, government incentives and greater liquidity in the hands of farmers. The overview in HCV and LCV has also been good due to infrastructural projects across the nation such as road construction, mining, etc. and growing demand for better last mile connectivity.

With the onset of Covid-19, we also witnessed a growing demand for personal mobility contributing to increased demand in the two wheeler and PC segment. In addition to this, the growing demographic

of the earning class has also contributed to this spike in demand in the two wheeler and PC segment.

During the FY 20-21, we witnessed good demand for A-Pump for tractor market (106k pcs produced in Feb-21), Exhaust gas sensors for PC Segment, EPM 44 for two-wheelers.

In future, the growing working population and expanding middle class will remain the key drivers of growth for automobile industry. Further the increasing infrastructural activities across the nation, the growth in E-commerce activity and need for last mile connectivity, increasing demand for electric, battery and hybrid vehicles offers ample growth opportunity in the Indian automobile front.

Automotive Aftermarket (AA)

The automobile sector was battered and so was the automotive aftermarket after abrupt nationwide lockdown with severe economic contraction and reduced vehicle mobility. During these tough times, our main priority was to keep communication channel open with all our business partners and we rolled out massive training programs (product, sales, and digital offerings). Our approach of being closer to customer

and generating demand for our products helped tremendously in this direction. Close monitoring of net cash flow became the norm for even cash surplus businesses. It was important for us that we support our partners in these unprecedented difficult times through innovative solutions including temporary waiver of penal interest and higher cash discounts to sustain their businesses.

AA created a task force to prepare our market approach as soon as markets open up and the same is continuing. With agility and high commitment we were able to capitalize on opportunities and go above and beyond expectations in times of crisis. Spark plugs, Batteries and Filters were one of the first products which started seeing spurt in demand right from unlock of lockdown, while bottlenecks linked to transportation still continued. Covid-19 has given a further push to independent workshop community to adopt more professional practices. Our journey through our Bosch Car Service has been phenomenal. Hygiene services & equipments are seeing increasing demand. In order to overcome the unprecedented challenge, AA embraced digitization to adapt to the new normal to serve customers. In 2020, even though

we had a decline of 19.9%, we ensured the EBIT was same compared to PY. We continue to deliver the highest level of customer satisfaction through our purpose “Customer & Employee success through Demand generation”.

Business beyond Mobility:

The Business beyond Mobility sales have declined by 9.6%; which was driven predominantly by Power Tool and Bosch Energy & Building Solution Division in domestic market; which contributed to 81% of total business beyond mobility during the year under review as compared to 81.7% during the previous financial year. However, export sales of total business beyond mobility decreased by 26% as compared to previous financial year.

Consumer Goods - Power Tools The Power Tools division supplies power tools, power-tool accessories, and measuring technology. The division has an extensive product range aimed at professional users in trade and industry, the DIY market, and amateur crafters. One of the division’s focal points is convenient, high-performance cordless tools, and great engineering progress.

During the year under review, the division’s revenue had an increase of 2.2%, which is mainly driven by increase in dealership and e-commerce sales.

The Division aims at reducing the distance to its users and will continue to focus on improving their lives by providing affordable solutions. Its focus on the loyalty program and E-commerce channels for business would also continue to be essential contributors to the overall business growth.

Energy and Building Technology (Building Technology, Bosch Energy & Building Solutions)

Building Technology (Security Technology)

The Building Technology division manufactures innovative

products and solutions in the field of security, safety and communications primarily for infrastructure and commercial applications. The product portfolio includes video surveillance, intrusion detection, fire detection and voice evacuation systems as well as access control and management systems. Critical Communication Systems, Professional audio and conference systems for communication of voice, sound and music complete the range. Bosch security division offers wide range of security solutions for every application to minimize risks and maximize security irrespective of the nature of security risk.

The business saw a decline in revenue over the previous year by 28%, with the slowdown in the economic activities. However, verticals of Transportation,

Government, Energy and Commercial sector contributed for the business growth. Futuristic products like the new Mega-Pixel 4K Cameras with user Interface, IP based Public Audio system, Professional Audio speakers and Amplifiers which were introduced during this period were well received.

Bosch Energy & Building Solutions

During this year, overall demand for Energy Efficiency solutions were muted due to prevailing economic situation. This has resulted in the overall energy

division’s de-growth compared to previous financial year. Division will concentrate on the business of energy efficiency projects for industrial heating and cooling efficiency improvement, with the end objective of enabling its customers in achieving energy cost saving and CO₂ footprint reduction. The division continues to focus on sectors like pharma, FMCG, process and healthcare as strategic measures.

3.3.2 Revenue by geographical area

Contribution of export sales to the total sales increased

to 9.4% for the year under review as compared to 9.1% during the previous financial year. The Company’s exports, bulk of which were to Germany, China, Brazil and Bangladesh increased by 9.4% as compared to previous year majorly in Powertrain Solutions, Power Tools and Building Technology.

3.4 Financial Performance and Condition Sale of products

Sale of products increased by 0.2% over previous year on a comparable basis and stood at Mio INR 89,646.

Sale of services

Sale of services decreased by 8.8% over previous year. There is a lower recognition of income on R&D contracts relating to BS-VI projects completed during the current year.

Other operating revenue

Other operating revenue stood at Mio INR, 2,328 decreased by 28.8% over the previous year. This decrease is mainly contributed by higher Government Grant in Company’s Nashik Plant under Package Scheme of Incentives received in the previous year as compared to current year.

Other income

Other income, which mainly comprises of mark-to-market gains, profit on sale of marketable securities and dividend income declined by 7.8% over the previous year.

Income from net gain on financial assets measured at Fair Value through Profit and Loss (FVTPL) was Mio INR 2,311 for the year under review as against Mio INR 2,054 in previous year.

Income from interest on bank and inter-company deposits decreased by 27.2% due to fall in interest rates.

Cost of materials consumed

The cost of materials consumed as a percentage of total revenue from operations increased to 59.4% in FY 20-21 from 53.9% in FY 19-20. The increase is contributed by higher freight costs, change in product mix with higher traded goods, higher imports and higher material cost due to BS-VI components, currency fluctuations, partially offset by the cost reduction measures with our suppliers.

Personnel cost

Personnel cost for the year under review was Mio INR 9,316 as against Mio INR 12,685 of the previous year. The reduction is mainly due to transformation projects and EVR schemes.

The Company continues to focus on restructuring, redeploying and re-skilling its workforce based on its business needs in a fair manner, while sustaining productivity and competence.

Depreciation and amortization

The depreciation charge for the year under review was Mio INR 3,414 as against Mio INR 3,833 during the previous year ended on March 31, 2020. This is mainly on account of reduction in new investments.

Exceptionalitem

During the year, the company has made a provision of Mio INR 7,439 towards various restructuring, reskilling and redeployment initiatives. These provisions are in line with the company’s transformation initiatives and to capitalize on opportunities emerging in electro mobility and other mobility solution businesses.

Provision for Tax

Tax Expense represents a net charge of Mio INR 846 in the year under review, as compared to Mio INR 1,901 in previous year. The effective tax rate for year under review was 14.9% as compared to 20.7% in previous year.

The reduction is mainly on account of higher credit on account of tax adjustments of earlier years in the period under review.

Profit After Tax (PAT)

Profit after tax declined by 25.8%% to Mio INR 4,825 in the period under review from Mio INR 6,498 in previous financial year.

Other Comprehensive Income

The investment in equity securities is classified as financial assets through other comprehensive income as per the requirements of Ind AS 109. The changes in fair value of equity securities is recognized under other comprehensive income. Accordingly, the impact of Mio INR 3,799 (net of taxes) during the year under review is mainly due to increase in the fair value of those Investments.

Earnings per Share (EPS)

EPS (basic and diluted) of the Company for Financial Year 2020-21 was INR 164 per share as against INR 220 in FY 2019-20.

Share capital

As on March 31, 2021, the Authorized Share Capital comprises of 38,051,460 equity shares of INR 10 each. The issued, subscribed and paid-up capital is Mio INR 294.94 divided into 29,493,640 equity shares of INR 10 each.

Inter-se Transfer of Shares

199,84,324 equity shares of the Company held by Robert Bosch GmbH (Promoter) were transferred to Robert Bosch Internationale Beteiligungen AG (Wholly-owned subsidiary of Promoter) on February 24, 2021, by way of Inter-se Transfer.

Reserves & Surplus

Reserves & Surplus as on March 31, 2021 stood at Mio INR 87,776, which includes retained profits of Mio INR 87,350.

Other Reserve

Other Reserve increased from Mio INR 6,636 to Mio INR 10,150 mainly due to change in the fair value of equity investments valued in line with Ind AS.

Shareholders’ fund

The total Shareholders’ fund increased to Mio INR 98,221 as on March 31, 2021 from Mio INR 92,694 as on March 31, 2020, contributed from the retained earnings for the year.

Fixed assets - capital expenditure

The gross fixed asset value (including Capital Work-InProgress) as on March 31,2021 was Mio INR 37,041 compared to Mio INR 35,100 as on March 31, 2020.

The Company made capital investments of Mio INR 2,456 during the year under review with major spend on the expansion of our Adugodi campus into a smart campus.

Investments

The total investments (excluding investment in property) as on March 31, 2021 was Mio INR 51,353 as against Mio INR 40,207 as on March 31, 2020.

During the year under review, the Company has made downstream investments in compliance with applicable provisions of Foreign Exchange Management Act, 1999.

Working capital Inventories

Inventory as on March 31, 2021 increased by 16.3% to Mio INR 12,985 from Mio INR 11,159 as on March 31, 2020.

Trade receivables

Trade receivables as on March 31, 2021 stood at Mio INR 13,894 as against Mio INR 14,130 as on March 31, 2020. This is supported by improved collections against overdue receivables.

Cash and Bank balances

The total cash and bank balances as on March 31, 2021 was Mio INR 24,505 (including cash and cash equivalent of Mio INR 2,889), compared to Mio INR 22,560 (including cash and cash equivalent of Mio INR 2,552) as on March 31,2020.

Key Ratios:
Ratio	2020-21	2019-20
Debtor Turnover Ratio (in days)	57	61
Inventory to Sales Turnover Ratio (in days)	49	52
Interest Coverage Ratio (percent) 1	NA	NA
Current Ratio 1	1.7	1.5
Debt Equity Ratio (percent) 1	NA	NA
Operating Profit Margin (percent)	8.4%	11.2%
Net Profit Margin (percent)	5.0%	6.6%
Return On Capital Employed (ROCE) (percent)	8.0%	11.4%
Return On Net Worth (RONW) (percent)2	5.5%	7.7%
Working Capital (No. of days)1	102	81
No. of Employees (average)	7,589	8,986

'' The Company does not have any interest bearing debts, borrowings or long term liabilities.

² RONW increased due to higher PAT contributed by increase in turnover, cost efficiency measures and one time Gratuity impact in the previous year.

& 3R (Restructure, Reskill, Redeploy), in a SCRUMM approach was also extended to the corporate areas under the initiative “Liberty” which helped to have a similar approach across the organization at Bosch Limited to make the organization “Fit for Future”.

The year gone by, industry was hit by pandemic and we are also no exception. During this pandemic, Covid-19, as an organization we showed extreme sensitivity towards our associates and made many changes in our people policies keeping in mind the need for business and employee well-being. The flexible work from home policy, with financial support for our associates to work from home/anywhere was implemented during this period. The organization tied up with external hospitals to ensure timely support to the associates and their family members in Covid-19 related treatments.

Towards the last quarter of 2020, we had undergone GPTW (Great Place to Work) survey across the Company to hear from our employees on how they trust the organization and also to understand where we stand as Bosch Limited. We were recognized now certified as a “Great Place to work”. This is a great achievement for the organization as it comes in the midst where organization has undergone extensive people transformation initiatives and COVID situation impacted the way we interact with people from physical connect to remote connect as well as in the mental well-being of the associates. During this period we also engaged with top talent through a dedicated talent conversations, which was aimed at engaging, retaining and harnessing talent. The organization took special care to keep the communication channels active and at an intense level to ensure that all the queries of employees are answered and addressed in timely manner.

The Company continued its efforts to foster and drive

younger generation towards future Leadership, through participations at the National Competition for Young Managers 2020 conducted by the All India Management Association. The Company, through its Integrated Talent Management initiatives, continued to enable learning, networking and collaboration by emphasizing on cross entity movement between different Bosch legal entities enabling holistic development and encouraging integration across different entities/Locations.

3.5.2 Industrial Relations (Employee Relations)

Transition from Industrial Relations to Employee Relations through increased employee engagement and increased collaboration lead to cordial atmosphere in the plants during the year under review.

The long-term wage settlement for manufacturing facility at Nashik and Naganathapura was concluded with bipartite settlement during August and October 2020 subsequently. The long drawn negotiations and conclusion of settlement in a fair and firm manner ensures and strengthens our journey towards “Fit for Future”.

The year under review has also witnessed two months lockdown of entire business and also shock of pandemic for the entire year. The Workmen and Unions at our plants showed great maturity and collaboration in handling a once-in-a-Lifetime situation. The Management and Union collaborated to newer heights to ensure highest safety for its employees and reciprocated generous support for business continuity to ensure sustainability.

As the automotive market slowdown continues, a number of restructuring initiatives have been announced and implemented from 2019. Accordingly, rightsizing of the company is an absolute need of the hour. A total of around 1,700 blue-collar associates from Jaipur, Nashik, Bidadi and Naganathapura plant have availed the attractive early voluntary retirement scheme amicably in FY 20-21. As a part of people obsession, our blue-collar workers also have participated in initiatives like “Great Place to Work” to express their views.

The year saw increased connect with Government and statutory bodies, structured engagement calendar, stringent compliance monitoring through self-audits and cross-audits etc. to strengthen employee relations.

The company received appreciation from various stakeholders for its excellent practices and approach in the domain of Employee Relations focusing on engagement, collaboration and trust building.

3.6 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.

3.7 Opportunities and Threats

The worLd continues to remain in the grip of Covid-19, and whiLe the second wave is even more severe, this too wiLL not Last forever. At some point in not too distant future, the fear of this pandemic wiLL most probabLy dissipate through some combination of effective treatments, vaccines and herd immunity.

WhiLe there continues the threat of third wave, but Like past infectious diseases that remain present today, the ingenuity of humankind has successfuLLy contained them and Learned how to Live with them. On one hand, Covid-19 has been an extraordinary economic shock, the sharp recovery post first wave was even more surprising. Covid-19 is sure to Leave Long-Lasting scars through muLtipLe channeLs, incLuding through unempLoyment, bankruptcies and debt. On the other hand, Covid-19 presents a once-in-a-Lifetime opportunity for change. The Indian automotive market was aLready in a sLowdown since Last quarter of 2018. Pandemic worsened the demand, but with sharp recovery, suppLy chain was put under tremendous pressure to cope up. The chaLLenge wiLL be to manage the fluctuating demand, LocaLized Lockdowns, suppLy chain crisis and changing consumer behavior.

After this Long sLowdown, it is an opportunity for the Company to transform itseLf in its ways of working and diversify itseLf in areas of growth. DigitaL technoLogies wiLL pLay an important part and adoption wiLL be fast tracked in every sphere of work. Government too wiLL push for the fast adoption of technoLogy in India to capitaLize of opportunities emerging in the new worLd order. Company’s mobiLity division wiLL gain in this

aspect from bringing newer technologies including electrification and digital services.

Upgradation of infrastructure and e-Commerce will play a big role too post Covid-19. Building and workplaces need to become smarter. Security and analytics on top of existing products will play an important role. This will bring opportunity for the Company’s Beyond Mobility divisions dealing in domains like Building Technology and Consumer Goods (Power Tools).

From the various pronouncements of the government and its agencies, it is clear that climate change and reducing the oil bill is of paramount importance and thus use of alternate fuel viz. hydrogen, natural gas and electrification in mobility is the way forward. While we have worked closely with OEMs in various concurrent projects to deliver the BS-VI mandate, electrification also opens up new opportunities and challenges in the mobility space. FAME 2 (Faster Adoption for Manufacturing of Electric and Hybrid Vehicles) has been announced providing incentives for all EVs and

promoting EV infrastructure. National Hydrogen Energy Mission (NHEM) was announced in Union Budget 2021. The government will, pursuant to the mission, draw a roadmap for using hydrogen as an energy source. This has the potential to transform the transport sector, as well as, other industries. These steps clearly show the impetus given to create a demand for transport with alternate energy sources in the country. Voluntary scrappage policy will help to increase the demand and bring in cleaner technology in the automotive sector.

Two and three-wheelers, will be the early adopters of electrification. This will gradually move towards fleet passenger cars, but the Internal Combustion Engine (ICE) will continue to be the dominant technology in the remaining segments. Bosch with its focus on environment, continuous research and improvements in conventional ICE technology and applications has been able to achieve even lower emissions than what is mandated. Other key areas of focus which is emerging is around asset utilization and use of analytics in Mobility. To cater to these new age businesses we have created

agile project houses, both on Electrification and Mobility Services to understand the local requirements and use the global expertise to provide localized solutions for the Indian market. These project houses being a step towards future-proofing of the Company will need time to translate to mature businesses.

Another opportunity for the Company is to increase the manufacturing footprint with the announced PLI (Production Linked Incentive) scheme by the government. While the scheme is still in draft stage (at the time of writing this report), early indications are that it will help the Company to increase its manufacturing footprint as well as increase its export to identified regions across the world.

3.8 Risks and Concerns

The Company follows a specific, well-defined risk

management process which is integrated with its operations, for identification, categorization and prioritization of operational, financial and strategic business risks. Across the organization, there are teams responsible for the previously mentioned processes who report to the Senior Management.

The Risk Management Committee headed by Mr. Soumitra Bhattacharya, Managing Director, reviews the effectiveness of the process at regular intervals.

Following are the major risks reviewed by the Risk Management Committee and with applicable mitigation measures:

a) COVID-19 and Global economy:

India is witnessing the second wave, worse than the first wave itself. The wave is effecting the

major industrial states Like Maharashtra, Tamil Nadu and Karnataka. This presents a risk to growth forecast as the re-imposition of virus management measures will curb economic activity and could dampen market and consumer sentiment. However, given the focus on “micro-containment zones” to deal with the current wave of infections, as opposed to a nationwide lockdown like 2020, the impact on economic activity will be less severe than that seen in previous year. We continue to closely monitor and assess global developments, implementing mitigation plans where appropriate. Operations at plants have resumed with strengthened process controls and revised guidelines in place across the Company to ensure effective social distancing, hygiene and health monitoring to ensure business continuity.

b) Disruptive norms:

• Technological changes: The Indian Automotive sector will witness many new regulations in next few years like CAFE, iRDE, FAME, TREM, apart from government’s initiative of exploring alternate

fuels (Electrification, Natural Gas, Bio-Fuel blend among others). The changes are spread across market segments. With many fuel technology available for the end consumer, identification of customer demand and volume will take more effort and time. Bosch being a global leader in automotive technology, the solution is already available with the parent company. Shift to these technologies, will lead to higher imports content in the initial years. Once the company sees an opportunity, based on demand or volumes, it opts for localization.

The investments in machinery for production in Bosch Limited will be at a cost, considering the technology transfer fee and higher royalty for new products as compared to old generation products. These will also have low replacement requirements in the aftermarket in the initial years and will have an adverse financial impact on the Company.

• Electrification: There have been discussions on electrification by various stakeholders including the Government, OEMs, media and auto component manufacturers with 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) Supply chain risk:

We rely on third parties for sourcing raw materials, parts and components used in the manufacture of our products. Our ability to supply components to manufacturing operations at the required time is key to achieving production schedules and due to various reasons we have witnessed shortage in few components (example- semiconductors, plastics, etc.) which constitute as an essential to manufacture and supply our products to Customers. However,

respective business unit teams undertake a comprehensive production schedule and are aligned with the customer demand.

d) 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.

3.9 Outlook

Automobile industry was deeply impacted between April - June 2020 given the Covid-19 related lockdown. 2021 started off on a positive note on economy front further supported by a growth-oriented budget. However, starting April 2021, India is witnessing the second Covid wave which has resulted in regionalized lockdowns. Economic activity is definitely going to see impact between April - June 2021 quarter and rest of the year will largely depend on the pace of vaccination drive.

That said, the outlook across the industry continues to remain positive primarily driven by the postponement of replacement demand by consumers over last 2 years. Hence, the demand will come back sharply with increase in mobility. Bosch has a long term strategy to shape the market in key technologies with innovative products and solutions. Bosch Limited thus continues its stance to be a technology agnostic partner to customers, government and other stakeholders. While we have successfully managed the transition from BS IV to BS VI, next challenge will be transitioning to TREM 4 and 5, adoption of CAFE norms phase 2 and BS VI stage 2. Amidst the crisis, Bosch in India will continue with the investments in competence development in addition to the solutions designed and developed in India and for India. For all Bosch businesses beyond Mobility Solutions, the company has a two-pronged approach. On the one hand, Bosch continues to bring in ‘Fit for market’ products and solutions while on the other, the company will increase its ‘Go to Market’ footprint using both offline and digital platforms. Scaling up E-commerce activities will remain one of the key initiatives in FY 2021-22.

4. Manufacturing Facilities

4.1 Bidadi (Karnataka)

The Bangalore Plant was opened in 2014-15. In 2019 the plant moved to a new location in the south-west of Bangalore. The entire plant facility is spread over an area of 300km² and can further extend to 100km². Being the youngest manufacturing plant, it has the capacity to cater to the futuristic and strategic needs of Powertrain Solutions in India. At this plant, various products are manufactured, like the conventional Diesel Multi-Cylinder A Pump, one of the oldest products of Bosch (99 years). As well as PF conventional Pumps, Elements, Delivery Valves and Glow Plugs. For new generation application BidP is producing PF Pumps, Common Rail Pumps (CBx, CP4, PFcrs), Common Rails and as latest addition the Lambda Sensors, started in November 2020. Even during the challenging COVID times in 2020-2021, the Bidadi plant has rapidly transformed itself into a low-cost manufacturing destination by restructuring via a flexible

Labor model. With its current 40% temporary manpower, the plant is moving forward in order to become fit for future. AI (Artificial Intelligence) based video analytics system (AVIS) and Shainin Problem Solving Approach ensure highest Industry Quality Standards. This is also reflected in several awards as from Ashok Leyland, ISUZU and Mahindra. Standard I4.0 solution and continual search of advance Digital Solutions support the plant in increasing profitability and performance. With a focus on giving back to the society, Bidadi had volunteered to distribute more than 75,000 meals to the needy during the Covid-19 pandemic with the help of its highly motivated employees who became the torchbearers of goodwill during the difficult times of pandemic. Step was taken in 2020 towards restructuring by offering Early Voluntary retirement which, looking into the future, the Plant is growing steadily by attracting new products even as we are steadfastly working on creating a great place to work for all our present and future employees.

4.2 Nashik (Maharashtra)

Nashik Plant manufactures Common Rail Injectors (CRI) and components including nozzles for both common rail and conventional diesel injectors. During the year under review, the Plant diversified its product lineup from passenger cars until off high way applications. A new generation CR1-18 was launched successfully, equipping the Plant with BS-VI compliant products. In addition, the Plant is also certified IATF: 16949. The plant has a strong focus on System CIP approach to reach the VSD. Speed week is done almost every week to bring in speed. In H2 2020, 24 speed week workshops were done. Shainin has strong roots and used extensively for problem solving and cost reduction. 38 projects were done in 2020 realizing 50 mINR savings. To improve agility, based on data culture, speed Shainin concept was also developed and bringing in good results. Scrum as an agile tool is extensively used in the plant successfully, for example in value addition cost elements control. Systematic focus is given for I4.0 drive, with clear PoC success for non-Opcon controls. AI was successfully used for self-correcting CRI assembly line station, resulting in both IDC savings and competency enhancement. More than 95 assets were removed which helped fixed cost reduction and also floor space generation. The Plant continued its endeavor to use renewable source of energy and green initiatives. The Plant has an overall capacity of 13.6 MWp of solar energy generation. The plant is the first Bosch Plant in India and fifth worldwide to receive ISO 50001:2001 certification for Energy Management. Globally in the Bosch Group, Nashik Plant was awarded the best in “Energy Efficiency & Environment Category”. Miyawaki based tree plantation has been done in 200 sq. mts. and more is in the planning. The Plant has been focusing on behavior-based safety, reduction of first aid cases and capturing & working on near miss incidents digitally. It was awarded by “Energy Conservation & Resource efficiency” from the reputed “VDA (Germany Industries Association)”. The Plant was also awarded by many OEMs for the quality standards like “Supplier Samrat” from AL, “Best Q problem solving” from Tata

Q circle. Step was taken in 2020 towards restructuring by offering Early Voluntary Retirement which helped the plant in securing overall interest of its employees and organization at large.

4.3 Jaipur (Rajasthan)

The Jaipur Plant produces Distributor (VE) Mechanical and Electronic Control Diesel Pumps and Conventional Injectors (NHA) used in Light and Heavy Commercial Vehicles, tractors and other off-highway applications. Jaipur Plant celebrated the production of 10 millionth NHA in 2019 after successful relocation of NHA production from Nashik Plant in 2017. Since the Jaipur plant is located in water scarcity area hence various initiatives are taken in the field of Water Conservation which were also appreciated by IGBC (Indian Green Building Council), which is an integral part of Confederation of India Industry (CII) and hence the Plant was presented first Water Conservation award 2019. The Plant has also secured third position in “Bosch EHS award 2019” announced by Bosch Corporate Safety under the category of “Resource Efficiency” for taking water conservation initiatives. Jaipur plant has taken a big step to maintain its cost-competitiveness through restructuring by offering EVR (Early Voluntary Retirement) in 2020. It helped the plant in securing overall interest of its employees and organization at large. Jaipur Plant is always known for employee involvement in improvement activities and has secured first position in “Suggestion per Employee” and “Employee Involvement” across all Bosch Powertrain Solutions plants worldwide for second consecutive year in 2020. Jaipur Plant is always committed towards “Zero Accident” approach and has won the “Rajasthan State factory Safety award-2019” under the category of Best Industry of Rajasthan in Engineering.

4.4 Naganathapura (Karnataka)

The Naganathapura Plant produces Spark Plugs, a product produced by the Bosch group for over a century. The Plant won the Karnataka State Safety Award in 2020 for Best Safety Officer and Best Safety Worker. The Plant became a zero liquid discharge plant with installation of an evaporator along with a boiler and thereby exceeds the requirements specified in the Karnataka State Pollution Control Board and has become a benchmark for the same. It is a Carbon Neutral plant since July 2020. Productivity improvement projects were implemented in addition to safety and quality improvement programs. Digital Transformation is a strategic focus area and the Plant is moving towards improving its digital footprint for Industry 4.0. The Plant is improving its operational excellence through structured implementation of Bosch Production System (BPS) together with focus on low cost automations. Through these measures, we are able to restructure our machinery and equipment and improve our cost competitiveness together with higher productivity. Naganathapura plant was rated highest across all Bosch Plants, Locations in India for the Trust Index survey which is one of the key indicators of “Great Place to Work” initiative.

4.5 Gangaikondan (Tamil Nadu)

Gangaikondan Plant in Tamil Nadu is a proven strategic Low cost location in Asia and has made its presence felt with the competitive labor cost and quality levels, that meet IPN standards. The Plant continues to have product portfolio which comprises mainly of Gasoline power train sensors, Fuel Supply modules, Air management products & Fuel Charge assemblies. Business Units like Sensor Division (SD), Components & Connectors (CC) and Gasoline Injection (GI) are further trying to enhance in-house manufacturing by way of relocation of lines from other overseas locations to support the “Local for Local” strategy. In 2020, plant has kick started the Digitalization and i4.0 Connectivity projects like MES and MAS based Manufacturing lines, Data analytics, etc. The Plant has been recognized for its Manufacturing Excellence, by Frost & Sullivan India Manufacturing Excellence Award (IMEA) under “Gold Category” during 2018. The Plant has won the “Best Newcomer” award in 2019 for its Lean Manufacturing Practices among Bosch India Locations. Also, in Customer forefront the plant has won the “Best 4M Change Management” award given by precious Customer Ashok Leyland in 2020 for its best 4M Change Management practices.

4.6 Chennai (Tamil Nadu)

The Power Tools facility admeasuring approximately 8,500 sq. meters is located at Indospace Industrial Park, Orgadam, Tamil Nadu. At present, the facility caters mainly to the Indian and SAARC markets. It primarily manufactures Small Angle grinders, Large Angle grinders, and Marble cutters, Blowers, Drills and two-kg Hammers, along with their motors. The Plant produces Blowers for the entire global market. The main highlight of the Plant is that 100% of associates on the Assembly lines at the shop floor are women. The Plant celebrated production of 10 Millionth Power Tool in December 2020. The Plant is certified for ISO14001:2015 and OHSAS 18001:200. More than 65% of consumption in 2020 was green energy. The Plant was accredited with Power Tools Plant excellence award for three consecutive years since 2016 and awarded second Best Plant during 2019 within Power Tools international network. Power Tools Plants is one among the TOP 3 Plants across Bosch Plants to have recognized for Best Safety Practices [Global EHS award].

5. Information Technology (IT)

IT Organization built on the principles of reliable, robust and secure solution keeping agility in mind to support business needs has helped to manage the challenges of COVID and enable new ways of working without disturbing the business continuity. Entire business was able to switch over to remote working in seamless way when the need arose. We continued with our efforts to encourage and popularize virtual collaborative working tools. Democratization of video connect facility with necessary enhancement of IT infrastructure helped the business to stay connected with people even during remote working. During COVID times and later when business had to return to office we enabled all the

entities with necessary solutions for safe working e.g. self-declaration, COVID tracking dashboards for crisis management, Canteen and transport booking solutions, COVID helpline. To digitally connect with employees “Associate connect” app was launched to all the management staff and a platform was built on which multiple employee related solutions can be introduced.

We continued our efforts to ensure the Digital Core of the organization is future ready with OneM project (ERP migration project). Project focuses on standardizing the process and ERP solutions across Bosch mobility solutions. This enables the organization towards future initiatives like Digital business while keeping the running cost of IT optimized and improves business efficiency. Amidst the COVID crisis also IT organization with business team support is ensuring on time roll out of project.

We have embarked on Digital Transformation journey to be a Digital Company and holistically focusing on Product, Process, People and Infrastructure as key pillars. IT organization is driving key initiatives of Digital Transformation. Digital Fluency has been rolled out for all the employees. This initiative is aimed at enhancing the capability of our organization in appreciation and application of Digital. It will focus on driving “Digital Ways of Working” across various business functions.

This program is part of organization wide effort to create digital awareness and develop digital fluency to prepare them towards the digital transformation.

Supply Chain Excellence is focused on enabling technology solutions, which lifts the performance to next level and bring digitally interconnected supply chain networks that would not only improve the existing operational performance but also enable an end-to-end visibility, agility, collaboration, and optimization.

In order to be ‘fit for future’, Bosch has taken a step ahead to position an operational ecosystem that would understand the existing complexity, anticipate potential disruption, and quickly develop a response.

Digital Transformation team focuses on various process digitalization, automation activities to bring visibility of data, enable quick decision making and improved productivity. Multiple technologies like Robotic Process Automation, Cloud based applications and Block chain are evaluated and pilot studies completed. Several projects in the area of supply chain, reverse logistics were already implemented.

All our solutions are built with clear emphasis on IT Security. We continued reinforcing the awareness of IT security by conducting campaigns across all locations and ensuring necessary infrastructure.

6. Change Initiatives

6.1 Manufacturing Strategy

In June 2020, a comprehensive manufacturing strategy was launched across Bosch with a purpose of making Bosch India manufacturing globally competitive. Our vision statement ‘We Make India a Global Manufacturing

Hub’ is also complimented by Indian National Government’s Aatmanirbhar Bharat initiatives.

Our Mission - We. Perform. Transform. is a sentence in itself towards reorienting our manufacturing process in India. Manufacturing strategy has 12 strategic action fields with defined KPIs and KPRs focusing on manufacturing excellence, collaboration and leadership topics.

6.2 Bosch Production System (BPS)

BPS as base is one of the strategic action field in our manufacturing strategy. Through this, focus is to promote Intrapreneurship, high speed execution and enable flexible manufacturing systems.

BPS has framed improvable systems, which encompasses System CIP framework holistically. Coaching initiatives are undertaken to work on various system CIP projects and thereby align with the business objectives. Also initiatives are taken to bring in digital tools like ‘My measures’ to ensure transparency in measurements and remove manual coordination in order to improve efficiency.

In order to increase speed and agility, Speed weeks are being encouraged where improvement initiatives are identified and completed within a week. In order to promote the culture of speed week, speed week coaches are being trained and certified. In total 25 speed week coaches are certified who are taking this journey forward in Bosch India. Focus is given to improve Machine

utilization (OEE), Reduce Change over time, improve productivity, reduce lead time for manufacturing and thereby meet the expectations of the Customer and business case.

In order to implement a continuous improvement culture across organization, monthly immersions called “System CIP: Be Inspired” and “Share and Learn” is introduced as an experience sharing platform across Bosch entities. Objective is to exchange ideas, increase belief system and aim for Benchmarking practices.

Focus is also to improve standardized work and aim for benchmark BPS maturity.

6.3 Carbon neutrality

Bosch adopted an ambitious CO₂ strategy to become climate neutral worldwide as of beginning of 2020. To

align with this strategy, Bosch India is working through four levers of carbon neutrality - energy efficiency, new clean power, green electricity and carbon offsets. Through energy efficiency projects year on year, there is a reduction of 2% of energy requirement. Bosch India has installed cumulative capacity of 27 MW Solar photo voltaic power plants across different locations.

Bosch India is carbon neutral from the beginning of 2020 with 40% contributed through green electricity and new clean power. The rest 60% is compensated through measures like carbon credits and international renewable energy certificates. Further, renewable energy share would go up to 50% in the year 2021 through signing of long term power purchase agreements under “Group Captive” model.

6.4 Safety

At Bosch India, health and safety of associates have the highest priority. Bosch takes responsibility of its associates to promote and safeguard their health and working environment. The target is to realize “Zero Accidents”. Bosch India is one among the best regions in

terms of safety performance. During the current year, the focus will be on deploying “Safety Basics” phase II and campaign on “Safe Hands”.

Near miss capturing will continue to be the focus across all locations. During the year 2020, more than 13,038 near misses were captured. More than 7,400

improvement measures were taken up across locations to realize next level of maturity in terms of work safety. Accident rate of 0.18 and reportable incidents as 4 during the year 2020 is an outcome of systematic approach and safety mindset at all locations.

6.5 Quality Management

Considering our true north “Zero defect”, leadership came together and defined 7 strategic topics to be driven across all the plants. The focus was mainly on making our value streams robust and establish the base for zero defect.

These strategic topics are also part of our manufacturing strategy. Quality campaigns were launched across plants like FMEA line walk. Plant shutdown and restart due to COVID situation was well managed by systematic approach and review mechanism which helped to contain quality deviations.

There was a 26% reduction in ‘0’ km customer incidences in 2020. Logistics incidences were reduced to the tune of 40%. Internal defect cost was reduced by 19%.

Bosch India received three customer awards and DL

Shah Platinum Quality Award. In addition our Nasik plant won Quality circle competition. Bosch India was also awarded 2 Dorian Shainin awards (Global competition) for their expertise in problem solving.

7. Awards and Recognition

During the year under review, the Company won several awards for excellence. Few such awards are:

1. Nashik Plant - Ranked No.1 in “Quality Circle Competition” (QCC) held in Nov’20 by Tata Motors Ltd;

2. ‘Overall Quality Excellence’ from Volvo Eicher Commercial Vehicles Ltd;

3. ‘Best 4M Change management Practices Award’ from Ashok Leyland;

4. Nashik Plant - Runner up position in Ashok Leyland’s prestigious competition ‘SUPPLIER SAMRAT’;

5. Nashik Plant - VDMA Manufacturing Excellence award;

6. Jaipur Plant - FW Quality Award - ACMA Pokayoke competition;

7. Bidadi Plant - FORD Q1 certification;

8. Jaipur Plant - Winner of Quality Award ACMA Award (northern region)

8. Directors and Key Managerial Personnel

8.1 Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Soumitra Bhattacharya (DIN: 02783243) retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-election at the said meeting.

Brief profile of Mr. Soumitra Bhattacharya forms part of the Notice convening the 69^th Annual General Meeting of the Company.

8.2 Changes in the Board and Key Managerial Personnel8.2.1 Board of Directors

Mr. Peter Tyroller resigned as a Non-Executive Director of the Company with effect from December 31, 2020 in view of retirement from the services of Robert Bosch GmbH. The Board places on record its sincere appreciation for the valuable contribution made by Mr. Tyroller during his tenure as a Director of the Company.

In view of resignation of Mr. Tyroller with effect from December 31, 2020, Mr. Sandeep N ceased to be an alternate director and also ceased to be a whole-time director of the Company with effect from December 31, 2020.

The Board of Directors at its meeting held on November 06, 2020, appointed Dr. Stefan Hartung (DIN: 08940088) as an Additional Director designated as Non-Executive Director of the Company with effect from January 01, 2021.

Based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders the Board of Directors, at its meeting held on November 06, 2020, appointed Mr. Sandeep N as an Alternate Director to Dr. Stefan Hartung, designated as a Whole-time Director with effect from January 01, 2021 till December 31, 2022.

Mr. Jan-Oliver Roehrl resigned as a Joint Managing Director of the Company with effect from December 31, 2020 due to assuming new responsibility as an Executive Vice-President at Robert Bosch GmbH. The Board places on record its sincere appreciation for the valuable contribution made by Mr. Roehrl during his tenure as a Director of the Company.

Mr. Sandeep N ceased to be an Alternate Director to Dr. Stephan Hartung with effect from February 11, 2021.

The Board of Directors, at its meeting held on February 11, 2021, appointed Mr. Sandeep N as an Additional Director designated as an Executive Director, for a period of three years with effect from February 12, 2021 till February 11, 2024.

The Board of Directors, at its meeting held on February 11, 2021, appointed Mr. Karsten Mueller (DIN: 08998443) as an Alternate Director to Dr. Stefan Hartung, designated as a Whole-time Director for a period of three years with effect from February 12, 2021 to February 11, 2024.

The Board of Directors, at its meeting held on February 11 2021, re-designated Mr. S.C. Srinivasan (DIN: 02327433) as a Joint Managing Director for a period of three years with effect from February 12, 2021 to February 11, 2024.

Dr. Bernhard Straub submitted his resignation as a Chairman & Non-Executive Director of the Company with effect from May 20, 2021 due to change in area of responsibility at Bosch global level. The Board places on record its sincere appreciation for the valuable guidance provided by Dr. Straub during his tenure as NonExecutive Chairman of the Company.

Mr. Bernhard Steinruecke has submitted his resignation as an Independent Director of the Company with effect from May 20, 2021 due to preoccupation. The Board places on record its sincere appreciation for the valuable contribution provided by Mr. Steinruecke during his tenure as a Director of the Company. Pursuant to Schedule V of SEBI (LODR) Regulations, 2015, a confirmation has been received by Mr. Steinruecke stating there are no other material reasons other than those mentioned herein.

The existing tenure of Mr. S.V. Ranganath (DIN: 00323799) as an Independent Director of the Company ends on June 30, 2021. The Board of Directors, at its meeting held on May 20, 2021 appointed Mr. S.V. Ranganath as an Additional Director with effect from July 01, 2021 and further re-appointed him as an Independent Director for a second tenure of three years with effect from July 01,2021 till June 30, 2024.

The Board of Directors, at its meeting held on May 20, 2021, appointed Mr. Markus Bamberger as an Additional Director designated as a Non-Executive Director with effect from June 1, 2021 or from the date of allotment of Directors Identification number, whichever is later.

Mr. Bamberger was also appointed as a Chairman of the Board with effect from the date mentioned above.

The Board of Directors, at its meeting held on May

20, 2021, appointed Dr. Pawan Kumar Goenka as an Additional Director designated as an Independent Director for a period of five years with effect from May

21, 2021 till May 20, 2026.

In addition to re-appointment of Mr. Soumitra Bhattacharya, who retires by rotation, the following resolutions will form part of the Notice convening the 69^th Annual General Meeting of the Company:

i. Re-appointment of Mr. S.V. Ranganath

(DIN: 00323799) as an Independent Director for a further period of three years with effect from July 01, 2021 to June 30, 2024;

ii. Appointment of Dr. Pawan Kumar Goenka

(DIN: 00254502) as an Additional Director designated as an Independent Director for a period of five years with effect from May 21, 2021 till May 20, 2026;

iii. Re-designation of Mr. S.C. Srinivasan (DIN: 02327433) as a Joint Managing Director for a period of three years with effect from February 12, 2021 to February 11, 2024;

iv. Appointment of Mr. Sandeep Nelamangala

(DiN: 08264554) as an Additional Director designated as an Executive Director for a period of three years with effect from February 12, 2021 till February 11, 2024;

v. Appointment of Dr. Stefan Hartung (DIN: 08940088) as an Additional Director designated as Non-Executive Director of the Company with effect from January 01, 2021;

vi. Appointment of Mr. Karsten Mueller (DIN: 08998443) as an Alternate Director designated as a Whole-time Director to Dr. Stefan Hartung for a period of three years from February 12, 2021 to February 11, 2024;

vii. Appointment of Mr. Markus Bamberger as an Additional Director designated as a Non-Executive Director of the Company with effect from June 1,

2021 or from the date of allotment of Directors Identification number, whichever is later.

Brief profiles of Mr. Markus Bamberger, Dr. Stefan Hartung, Dr. Pawan Goenka, Mr. S.V. Ranganath, Mr. Soumitra Bhattacharya, Mr. S.C. Srinivasan, Mr. Sandeep Nelamangala and Mr. Karsten Mueller form part of the Notice convening the 69^th Annual General Meeting of the Company.

8.2.2 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:

• Mr. Soumitra Bhattacharya - Managing Director

• Mr. S.C. Srinivasan - Joint Managing Director & Chief Financial Officer

• Mr. Sandeep Nelamangala - Executive Director

• Mr. Karsten Mueller - Alternate Director designated as a Whole-time Director

• Mr. Rajesh Parte - Company Secretary & Compliance Officer

8.3 Independent Directors & Lead Independent Director

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs (“IICA“). The

Independent Directors of the Company are either exempt from the requirement to undertake online proficiency self-assessment test or have passed the necessary test.

All the Independent Directors have given a declaration to the Company that they meet the criteria of independence prescribed under section 149 (6) of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

The Board is of the opinion that all the Independent Directors meet the criteria regarding integrity, expertise, experience and proficiency.

The Board of Directors, at its meeting held on May 20, 2021, on the recommendation of Independent Directors’, appointed Mr. Bhaskar Bhat as the Lead Independent Director.

As the Lead ID, 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.

The Lead ID shall be paid additional compensation by way of commission of Rs. 0.6 million per annum.

8.3.1 Familiarization Programme for Independent Directors

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 programmes of familiarization of the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company and number of hours, please refer to the Corporate Governance Report.

8.4 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.

9. Board Meetings and Annual General Meeting

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

The 68^th Annual General Meeting was held on August 27^th, 2020 through video conferencing.

10. Corporate Social Responsibility (CSR) Committee and Initiatives

Consequent to changes in the Board of Directors during the year under review, the CSR Committee was reconstituted by inducting Mr. S.C. Srinivasan and Dr. Pawan Kumar Goenka as members of the Committee.

As on the date of this report, the CSR Committee comprises of Mr. Bhaskar Bhat (Independent Director) as its Chairman, Ms. Hema Ravichandar (Independent Director), Mr. S.V. Ranganath (Independent Director),

Dr. Gopichand Katragadda (Independent Director), Mr. Soumitra Bhattacharya (Managing Director), Mr. S.C. Srinivasan (Joint Managing Director) and Dr. Pawan Kumar Goenka (Independent 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 have 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. Combating COVID and other continuing projects:

Combating COVID-19 was the major focus of the Company during the year. The support enabled the upgradation of Primary Health Centers (PHCs) around Bosch Plants at Jaipur, Chakan, Naganathapura and Gangaikondan, making them more Covid-19 responsive. Further, Covid-19 impacted needy families have been supported in the areas of Livelihood, Skilling and Health; migrants’ re-employment facilitated across India; and training of paramedics undertaken. In addition, the Company manufactured masks were distributed freely to second-level Covid-19 warriors (police personnel, municipal corporation employees, non-Covid hospital staff) and other needy people. Apart from the above

support to combating Covid-19, a Government school in Jaipur has been renovated. Two new Artisan Training Centers were set up in Bangalore and Kanchipuram; and primary and secondary School Teachers’ Capacity Building program has also been initiated this year.

2. Collaboration and Partnerships:

The Company continues to build scalable and sustainable CSR partnerships with like-minded organizations for maximizing the impact of its social engagement programs. On 2^nd November 2020, the ‘Bosch-Art of Living Skill Center’ was inaugurated at The Art of Living, Bengaluru, which comprises a BRIDGE Center, Artisan Center to offer training in modern carpentry, and a Collaboration Center to facilitate multi-stakeholder partnerships. Earlier, on 24^th September 2020, the Bosch CSR team participated in NHRD’s Virtual Thought Leadership Meet led by the CHRO and detailed out by CSR Head on our different CSR initiatives. India CSR Summit held on 8^th-9^th of December 2020 included Bosch participation in the virtual CEOs Forum, which focused on ‘Leadership Perspective on Social Impact through Business and CSR’ and in a panel discussion titled ‘Aligning Industry-Academia Collaboration with the New Education Policy-2020’. External bodies have recognized our CSR efforts. Two awards given to BRIDGE in 2020 included FICCI CSR Award for Livelihood & Skill Development (presented by Shri. Anurag Singh Thakur, Hon’ble Minister of State for Finance and Corporate Affairs, Government of India) and the Grant Thornton SABERA Award for “Enablement”.

Annual Report on Corporate Social Responsibility Activities of the Company including the Impact Assessment Reports is enclosed as Annexure ‘B’

(Page No.-75) to this Report.

11. Audit Committee

Consequent to changes in the Board of Directors during the year under review, the Audit Committee was re-constituted by inducting Mr. Markus Bamberger (Non-Executive Director & Chairman, with effect from June 1, 2021 or from the date of allotment of Directors Identification number, whichever is later), Dr. Pawan Goenka (Independent Director) and Dr. Gopichand Katragadda (Independent Director) as members. 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) Ms. Hema Ravichandar (Independent Director) and Dr. Gopichand Katragadda as its members.

The Members of the Committee possess Accounting and Financial Management knowledge. 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.

Details of the roles and responsibilities, particulars of meeting and attendance thereat are mentioned in the

Corporate Governance Report.

12. Subsidiary, Associate and Joint Venture Companies12.1 Subsidiary Company

MICO Trading Private Limited (MTPL)

The Company has a subsidiary viz., MICO Trading Private Limited. The highlights of performance of MTPL and its contribution to the overall performance of the company during the period under report:-

(TINR)
Particulars	FY 2020-21	FY 2019-20
Total Revenue	61	69
Profit/(Loss) before tax	(16)	(26)
Profit/(Loss) after tax	(16)	(26)

The Directors’ Report along with the Audited Statement of Accounts of MTPL have been uploaded on the website of the Company at www.bosch.in under the “Shareholder Information” section.

Robert Bosch India Manufacturing & Technology Private Limited (RBIM)

The Company has a subsidiary viz. Robert Bosch India Manufacturing & Technology Private limited, which was incorporated on May 31,2020. The Company is the manufacturer of automotive products and all kinds of motors automotive machinery and electrical machinery.

The Directors’ Report along with the Audited Statement of Accounts of RBIM have been uploaded on the website of the Company at www.bosch.in under the “Shareholder Information” section.

12.2 Associate Company

Newtech Filter India Private Limited (NTFI)

The Company has one Associate Company viz., Newtech Filter India Private Limited. The Company holds 25 percent and Robert Bosch Investment Nederland B.V. holds 75 percent of the paid-up share capital of NTFI.

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

NTFI has successfully ramped up fuel filters for BS-VI applications.

(Mio INR)
Particulars	FY 2020-21	2019-20	% Growth
Turnover	612	568	7.4
Profit/(Loss)before tax	16	15
PBT % on Turnover	2.6	2.6

12.3 Joint Venture Company PreBo Automotive Pvt Ltd. (PreBo)

The Company has one Joint Venture Company viz., PreBo. The Company holds 40% of the paid-up share capital of PreBo.

PreBo is in the business of manufacturing/assembly and supply of mechanical and electromechanical components and assemblies for automobile and non-automobile industry.

The financial performance of PreBo is as under:

Particulars	FY 2020-21	FY 2019-20
Total Revenue	274,663	51,463
Profit/(Loss) before tax	18,369	(13,640)
Profit/(Loss) after tax	16,394	(13,640)

A separate statement containing the salient features of the financial statement of the aforementioned Subsidiaries, Associate and Joint Venture is enclosed as Annexure ‘C’ (Page No.112) to this Report.

13. 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/2015/ nomination_and_remuneration_policy.pdf

14. Particulars of Employees

Disclosures pertaining to remuneration of employees and other details, as required under Section 197(12) of the Act and rules framed thereunder is enclosed as Annexure ‘D’ (Page No.114) to this Report.

The information in respect of employees of the Company required pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended made available before the Annual General Meeting in electronic mode to any shareholder upon request sent at [e-mail].

15. 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 (Page No.233).

16. Risk Management

The Company follows a specific, well-defined risk management policy which is integrated with its operations. The Policy has been developed after taking cognizance of the relevant statutory guidelines, Bosch Guidelines on risk management, empirical evidences,

stakeholders’ feedback, forecast and expert judgment.

The Company has a Risk Management Committee (RMC) consisting of Board Members to examine, and review the risk inventory as well as certify the risk mitigation plan. The RMC functions as per Regulation 21 of the SEBI Listing Regulations. Further to RMC, the other subordinate risk management teams comprising of Senior Executives of the Company addressing functional, operational and strategic risk management in their corresponding area of responsibility covering overall risks in the area of commercial, technical, information technology and statutory compliance.

The Company has constituted a Corporate Risk Council to support RMC with assessing the risk situation.

This includes periodical review, exchange of relevant information as well as the submission of statements and evaluation on risk related subjects.

17. 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

18. Business Responsibility Report

In terms of the requirements of Regulation 34 (2)

(f) of the Listing Regulations, a report on Business Responsibility in the prescribed format forms a part of this Annual Report (Page No.249).

19. 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 aforementioned omnibus approval. Additionally, the Company obtains a half yearly certificate from an independent 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 ‘E’ (Page No.116) to this Report.

The Company has framed a Policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. 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/2020/

related_party_transaction_policy.pdf

20. Energy Conservation, Technology Absorption, 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 ‘F’ (Page No.117) to this Report.

21. Auditors

21.1 Statutory Auditor

The shareholders at the 65^th Annual General Meeting of the Company held on September 01,2017 appointed M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) as Statutory Auditors of the Company for a period of 5 years until the conclusion of the 70^th Annual General Meeting.

The Auditors’ Report on the Standalone as well as Consolidated Financial Statements for the Financial Year 2020-21 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

21.2 Cost Audit & Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Registration No.000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2021-22 in terms of the provisions of Section 148 of the Companies Act, 2013.

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 M/s. Rao, Murthy & Associates will form a part of the Notice convening the 69^th 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.

21.3 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 has appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice No. 6029) to undertake Secretarial Audit of the Company for the Financial Year 2020-21. The Report of the Secretarial Auditor is enclosed as Annexure ‘G’ (Page No.119) to this Report.

The Secretarial Auditor has, in the aforementioned report, observed delays in reporting downstream investments to the Reserve Bank of India (RBI). As regards observations made by the Secretarial Auditor in

his Report, we wish to clarify that the Company is in the process of filing the returns for Downstream Investments with RBI.

21.4 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, details of which needs to be mentioned in this Report.

22. 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 so as to give a true and fair view of the state of affairs of the Company at March 31, 2021 and

the profit of the Company for the year end date on the date;

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 are in place and that such systems are adequate and operating effectively.

23. Details of Loans, Advances, Guarantees or Investments

Particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note Nos. 6 & 7 to the Financial Statements.

The particulars of loans/advances, etc., required to be disclosed in the Annual Accounts of the Company pursuant to Para A of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are furnished separately.

24. Deposits

Your Company has not accepted any deposits from the public and as such, no amount on account of principal or

interest on public deposits is outstanding as on the date of the balance sheet.

25. 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.

26. Annual Return

In terms of the requirements of Section 134(3)(a) of the Act, the complete Annual Return is available on the Company’s website: https://www.bosch.in/our-company/ shareholder-information/. Also, Extract of Annual Return is enclosed as Annexure ‘H’ (Page No.121) to this Report.

27. 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. The information as regards the number of cases filed and their disposal under this Act is given in the Business Responsibility Report.

28. 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.

29. 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.

30. General

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).

31. Acknowledgements

The Directors express their gratitude to the various Central and State Government Departments 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.

For and on behalf of the Board of Directors

Soumitra Bhattacharya S.C. Srinivasan

DIN: 02783243 DIN: 02327433

Managing Director Joint Managing Director & CFO

Date: May 20, 2021

1

Without current investments

3.5 Human Resource Development and Industrial Relations

3.5.1 Human Resource Development

During the year under review, Human Resources (HR) continued its transformation initiatives, in a volatile and uncertain business environment, to cater to the organizational requirements. Initiatives like PARINATI

---

Mar 31, 2018

Board of Directors,

Bosch Limited

Directors’ Report including Management Discussion and Analysis

The Directors have pleasure in presenting the SIXTY SIXTH Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2018.

1. Financial Results

The following are the financial highlights for the Financial Year 2017-18:

[Mio INR]

Particulars	2017-18	2016-17
Sale of Products (including excise duty)	113,929	107,500
Of which Export Sales	10,346	8,240
Profit Before Tax (from Continuing Operations)	20,406	20,944
Provision for tax	(6,698)	(6,503)
Profit After Tax from Continuing Operations from Discontinued Operations	13,708	14,441 2,970
Total	13,708	17,411
Other Comprehensive income (Net of tax)	1,415	1,401
Total Comprehensive income	15,123	18,812

The Company does not propose to transfer any amount to its Reserves for the year under review.

2. Dividend

Pursuant to the requirements of the regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy. This Policy is uploaded on website of the Company and can be accessed at https://www.bosch.in/media/our company/shareholder information/2017 2/dividend distribution policy 2017.pdf. This policy is enclosed as Annexure ‘A’ (Page No. 67) to this Report.

In line with the Dividend Distribution Policy, the Board has recommended a Dividend of INR 100 per share for the Financial Year 2017-18, aggregating to Mio INR 3,679.4 including Dividend Distribution Tax. The dividend payout ratio is approximately 26.8 percent based on the profits as per Ind AS.

The Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

3. Management Discussion and Analysis

In order 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:

3.1 Economic Scenario

3.1.1 Global Economy

The global economy grew by 3.8 percent in 2017.

The pick-up in global growth has been broad-based with notable upside surprises in Europe and Asia. The global growth forecast for 2018 is expected to tick up to 3.9 percent. [Source: IMF]

Advanced economies are expected to continue their growth trajectory while emerging markets and developing economies are projected to show an improvement. Risks to the global economy arises from increasing protectionism as was witnessed by the tariffs introduced by US and China, rising commodity prices and increase in global interest rates.

3.1.2 Indian Economy

GDP growth for 2017-18 is projected at 6.6 percent against 7.1 percent in 2016-17 which is ascribed to the temporary slow-down induced by the rollout of structural reforms such as GST and demonetization. Subsequently, there has been a revival in the last few quarters and the quarterly GDP for the December quarter improved to 7.2 percent. This is based on a revival in demand post-demonetization. Strong infrastructure spending, pick-up in rural growth and supportive global factors are also other positive factors.

Continuing strength in economic indicators like IIP indicate that an economic recovery is in place. Recently, the GST collections of above the INR 1 Trillion mark in April also reinforced the positive trend. It is important that this momentum continues and improves into a consistent economic trend. Some of the concerns for the Indian economy are increase in prices of crude oil and other commodities putting pressure on the trade deficit and the challenge of financing the budget deficits of the central government as well as state governments.

Consumer inflation has been under control so far but recent movements in the fixed income market suggests that markets have concerns on this aspect. Going forward, monsoons in 2018 and political risk in the run-up to the general elections in 2019 will be the key factors affecting the Indian Economy.

3.2 Industry Structure and Development Automotive:

Heavy Commercial Vehicles (HCVs) production posted a subdued growth of 3 percent due to changeover in the emission norms and GST impact.

The Light Commercial Vehicles (LCVs) market grew by 18 percent predominantly due to changeover in the emission norms, GST impact and increased thrust in agriculture based FMCG and e-commerce sectors.

In 2017-18, Passenger Car production grew by 6 percent on account of new launches and a favorable GST impact.

Three-wheelers production increased by 31 percent due to higher demand driven by abolition of permit system in Maharashtra and Karnataka and granting of new permits in Delhi.

The Tractor market grew by 14 percent driven by a good monsoon and positive farmer sentiments.

The Automotive Aftermarket industry grew by ~5.5 percent in 2017 driven predominantly by Passenger Cars and Tractor segments.

Vehicle Production Growth Rates:

Production			/(-) PY
Segment	FY 1213	FY 1314	FY 1415	FY 1516	FY 1617	FY 1718
HCV	-26%	-20%	26%	23%	2%	3%
LCV	5%	-14%	-10%	3%	6%	18%
Car UV’s	3%	-4%	6%	6%	11%	6%
3 Wheeler	-4%	-1%	14%	-2%	-16%	31%
Tractors	-8%	22%	-13%	-8%	21%	14%
TOTAL	-1%	-3%	4%	4%	7%	11%

Non-Automotive:

The Indian Power Tools market is expected to grow at 6 percent in 2018 over the previous year. This is in line with the estimated growth of the construction sector, which is its biggest customer. The market trend is shifting towards the mid-price category indicating that the users are steadily upgrading from hand tools to power tools. The Indian Professional Tools market is estimated to be around INR 16.9 billion by value in year 2017 and is expected to grow at 5-6 percent over the next few years, year-on-year.

The Security technology market in India is evolving rapidly. The overall market is expected to grow at around 4 percent in 2018 over the previous year, on account of the increased awareness around Security, Safety and Communication topics and convergence of technology around Intellectual Property and Software Analytics. The growth in this space will be supported by growth in segments of Transportation and

Government led Infrastructure projects. Additionally, the market is preparing itself to deal with security threats originating at different locations and levels.

The growth of the Indian packaging industry is heavily influenced by changing demographics such as growing urbanization and rising proportion of middle class consumers in the country. These changes drive the need for new packaging formats like different sizes, materials and material strength. Flexible packaging, the leading pack type in the Indian packaging industry, is expected to continue its growth. Over the last few years, the demand for flexible packaging, which is used extensively in food, household and cosmetics and toiletries industries, has been largely driven by innovative and convenient designs from manufacturers, thus making the packaging more appealing to consumers.

The solar energy sector in India experienced uncertainties during the year under review mainly due to changes in tax structure (GST) and increase in the price of imported solar modules. Despite these uncertainties, the cumulative solar installations in India crossed the 20 GW mark in January 2018.

The momentum in the solar energy is expected to strengthen in the current fiscal year with continued investments in the sector by domestic and international players. It continues to be a focus sector for the government’s plans for sustainable economic growth.

3.3. Business and segment wise performance

The overall performance of the Company witnessed a growth of 12.8 percent. Mobility business (Automotive) posted a growth of 15.0 percent, while the Business beyond mobility (Others) grew by

0.3 percent. Domestic mobility business witnessed an increase of 14.8 percent, higher than the automotive market growth of 11 percent, mainly driven by Power train Solutions with the increased demand from LCV segment and demand of new generation products subsequent to the introduction of BS IV emission norms effective April 01, 2017.

As the Company predominantly operates in manufacturing and trading of mobility solutions, this constituted 86.4 percent of total sales for the Financial Year 2017-18. The Business beyond mobility, comprising of Industrial Technology, Consumer Goods and Energy and Building Technology, had a share of

13.6 percent. Hence, the operating segment consists of “Mobility Solutions” (Automotive Products) and “Business beyond mobility” (Others).

3.3.1 Operating Segment Mobility Solutions:

Power train Solutions

The Power train Solutions division was formed effective January 01, 2018. The former Diesel Systems and Gasoline Systems divisions were merged to form this division. The objective of the merger of the divisions is to develop comprehensive and flexible solutions in power train technology regardless of the energy source.

The Diesel Systems division (now a part of Power train Solutions) is a systems supplier of key power train components. It offers an extensive range of energy efficient, eco-friendly diesel injection systems for applications ranging from passenger cars and all kinds of commercial vehicles and agricultural equipments to large-scale industrial power-generation units. It focuses primarily on the common-rail system, which comprises of a high-pressure injection pump, the rail and various injectors.

The Diesel Systems business grew by 17.9 percent over the previous year. Higher sales volume of new generation Common Rail System (CRS) coupled with higher price of the said system due to nation-wide implementation of BS IV emission norms, with effect from April 01, 2017, resulted in this increase. The Diesel Systems business will continue to ride on new generation CRS in the majority of vehicle segments for future growth. The distributor pump injection system has seen a considerable reduction post implementation of BS IV emission norms. The In-line pump system continues to be stable on account of demand from Tractor and Genset segments.

Gasoline Systems division (now a part of Power train Solutions) registered a growth of 40.8 percent over the previous financial year. This growth is mainly due to growth in demand for 2-Wheeler products (Fuel System Maintenance, Injectors and Sensors), overall growth in the passenger car market and new launches having Gasoline Products manufactured by the Company.

During the year under review, the 2-Wheeler business acquired major customers which will secure its future business. The current year is vital for the division on account of key customer acquisition due to proposed BS VI implementation in both 2-Wheeler and passenger car businesses.

Automotive Aftermarket

The Automotive Aftermarket division (AA) offers a comprehensive range of spare parts for passenger cars, commercial vehicles and 2-Wheelers for the after sales-market and repair solutions including diagnostic and repair-shop solutions. The product portfolio consists of Bosch manufactured products

like Fuel Injection Equipment and Spares, Spark Plug and Filter, as well as products and services like Battery, Lubricant and Lighting developed and manufactured by other manufacturers.

The Automotive Aftermarket division is the largest Independent Aftermarket (IAM) network in India. During the year under review, the Division de-grew by

0.5 percent due to liquidity constraint in secondary market post-demonetization and apprehensions due to GST roll out.

The division re-organized its IAM sales structure to address the specific needs of each vehicle segment and unlock growth potential, especially in the 2-Wheeler and passenger car segments. During the year under review, first ever “Order Pe Offer” campaign was completed in November 2017, reaching out to more than 10,000 retailers across India, to help in increasing the secondary sales.

Business beyond Mobility:

The Business beyond Mobility witnessed a muted growth of 0.3 percent. It was driven predominantly by exports which contributed to 16.8 percent of total business beyond mobility during the year under review as compared to 10.3 percent during the previous financial year.

Industrial Technology - Packaging Technology

The Packaging Technology Division is a provider of packaging solutions for the food and confectionery industries. The range includes individual machines, system solutions including secondary packaging and a comprehensive service portfolio.

Packaging Technology division witnessed a moderate growth of 6.7 percent. During the year under review, the division made progress in Horizontal Form, Fill and Seal (HFFS) product line and bagged orders primarily on the on-edge technology which ensures an optimal product control throughout the packaging line. In the confectionery (CC) product line, the Company has been designated as the global supplier for Bosch CC machines and the first such order to Japan will be executed during the current financial year.

The export sales increased by 70.8 percent over the previous financial year due to new System Solution projects with customers in Bangladesh.

Consumer Goods - Power Tools

The Power Tools business comprising of Electric tools, Accessories, measuring instruments and spare parts for Power Tools witnessed a growth of 3.7 percent.

The Division achieved 100 percent growth in terms of Channel expansion to Tier 3 and Tier 4 markets. “Zero distance to user” strategy also supported the core tool business. Launch of more affordable products has played vital role in business growth and also helped in overcoming systematic risk. E-commerce channels emerged as important contributors to the overall business.

Energy and Building Technology (Building Technology, Bosch Energy & Building Solutions and Thermo-technology)

Building Technology (Security Technology)

The Building Technology division offers innovative products and solutions in the field of security, safety and communications primarily for commercial applications. The product portfolio encompasses video-surveillance, intrusion-detection, fire-detection, public address and voice-alarm systems, access-control, building management systems, professional audio and conference systems.

The business achieved a growth of 13.3 percent, driven by orders in the verticals of Transportation, Commercial and Energy. Trend-setting products like the new range of IP Cameras, Professional Audio speakers and Amplifiers, Conference Systems, Loudspeakers and Microphones introduced were well received.

During the year under review, the exports increased due to rise in demand of Video Systems (VS) from SAARC customers.

Bosch Energy & Building Solutions The division’s revenue de-grew over the previous year owing to challenging market conditions in the Solar Photovoltaic (PV) segment. The Solar PV market witnessed a slowdown during the year under review due to change in tax structure and an unexpected increase in price of solar modules. Despite the above challenges, the business was successful in executing various key projects with reputed customers like Bangalore International Airport Limited.

With the momentum in the market set to regain in the current fiscal year, the division has set its sights on a large segment of the market that needs captive power generation, thus enabling ‘energy self-reliance’ for its customers.

The Energy Efficiency (EE) business, which is part of the said division since January 2014, has grown over the previous financial year. This business primarily focuses on providing energy cost savings to industries and commercial buildings through customized solutions for optimization in heating and cooling processes.

Thermo-technology

Electric water heater continues to dominate the water heater space. Though the market for Solar water heater and heat pumps for hot water is small, there is increasing trend of heat pump and hybrid of solar water heater and heat pump picking up due to their overall energy efficiency and potential savings. KUSUM initiative of Government is expected to provide thrust to the solar water pump market.

3.3.2 Revenue by geographical area

The export sales of the Company contributed 9.2 percent to the total sales for the year under review as compared to 8.3 percent during the previous financial year. The Company’s exports, bulk of which were to Germany, China, Turkey, Bangladesh and Brazil increased by 39.9 percent majorly from Power train Solutions and Energy & Building Technology Divisions.

3.4 Financial Performance and Condition Sale of products

Sale of products grew by 12.8 percent over previous year on a comparable basis and stood at Mio INR 113,929. The Power train Solutions division consisting of Diesel and Gasoline power train products has mainly driven this growth.

Sale of services

Sale of services registered a growth of 15.1 percent over previous year, mainly contributed by increase in development receipts from BS VI projects.

Other operating revenue

Other operating revenue at Mio INR 2,108, decreased by 18.7 percent over the previous year, due to higher provision written back in the previous year.

Other income

Other income, which mainly comprises of mark-to-market gains, profit on sale of marketable securities, dividend and interest income, decreased by 17.1 percent over the previous year. Income from net gain on financial assets measured at Fair Value through Profit and Loss (FVTPL) was Mio INR 2,185 for the year under review as against Mio INR 3,172 in previous year.

Income from interest on bank and inter-company deposits increased by 1.9 percent due to higher asset base.

Cost of materials consumed

The cost of materials consumed as a percentage of revenue increased from 50.9 percent to 53.9 percent during the year under review. This increase is mainly due to change in the product mix from conventional to new-generation in the Power train Solutions division subsequent to the change in the emission norms.

Personnel cost

Personnel cost as a percentage of revenue decreased from 12.9 percent to 11.6 percent during the year under review. This is attributed to continuous productivity improvement measures and reduced

depth of production of new generation products.

The Company continues to focus on rationalizing its workforce based on its business needs in a fair manner, while sustaining productivity and competence.

Depreciation and amortization

The depreciation charge for the year under review was Mio INR 4,672 as against Mio INR 4,562 during the previous year ended on March 31, 2017. The addition of fixed asset is mainly on account of the expansion of new generation products at facilities situated in Bidadi (Karnataka) and Nashik (Maharashtra).

Provision for Tax

Income tax expenses for the year under review is 3.0 percent higher due to discontinuation of investment allowance exemption and additional depreciation.

Profit After Tax (PAT)

PAT for the Financial Year 2017-18 was Mio INR 13,708, a decrease of 5.1 percent mainly due to higher tax expenses as above.

Other Comprehensive Income

The investment in equity securities is classified as financial assets through other comprehensive income as per the requirements of Ind AS 109. The changes in fair value of equity securities is recognized under other comprehensive income. Accordingly, the impact of Mio INR 1,415 during the year under review is mainly contributed by increase in fair value of those investments.

Earnings per Share (EPS)

EPS (basic and diluted) of the Company for Financial Year 2017-18 was INR 449 per share.

Share capital

As on March 31, 2018, the Authorized Share Capital comprises of 38,051,460 Equity Shares of INR 10 each. The issued, subscribed and paid-up capital is Mio INR 305.21 divided into 30,520,740 equity shares of INR 10 each.

Reserves & Surplus

Reserves & Surplus as on March 31, 2018 stood at Mio INR 92,298, which includes retained profit for the year under review of Mio INR 70,313.

Other Reserve

Other Reserve increased from Mio INR 5,962 to Mio INR 7,210 mainly due to change in the fair value of equity investments valued in line with Ind AS. Shareholders’ fund

The total Shareholders’ fund increased to Mio INR 99,813 as on March 31, 2018 from Mio INR 87,996 as on March 31, 2017, mainly due to profit for the year under review.

Fixed assets - capital expenditure

The gross fixed asset value (including Capital Work-In-Progress) as on March 31, 2018 was Mio INR 27,629 compared to Mio INR 23,257 as on March 31, 2017.

The Company made capital investments of Mio INR 4,600 during the year under review in addition to Mio INR 6,267 invested during previous year. Major investments were made towards development of new products and facilities in Bidadi (Karnataka) and Nashik (Maharashtra) as well as towards solar power project at Belagavi (Karnataka).

Investments

Surplus funds not required for immediate operational needs were invested prudently in tax effective low risk instruments. The total investments (excluding investment in property) as on March 31, 2018 was Mio INR 52,228 as against Mio INR 39,090 as on March 31, 2017.

Working capital Inventories

Inventory as on March 31, 2018 increased by 3.9 percent to Mio INR 12,258 from Mio INR 11,804 as on March 31, 2017 to support growth in sales. However, Inventory Turnover Ratio has reduced by 1 day as an effect of GST implementation, which enabled consolidation of warehouses and continuous focused measures on Inventory reduction.

Trade receivables

Trade receivables as on March 31, 2018 increased to Mio INR 16,156 as against Mio INR 11,862 as on March 31, 2017. This increase is a result of an increase in sales, change in the product mix and increase in average collection period in Power train Solution Division majorly affected by liquidity constraint in OE market.

Cash and Bank balances

The total cash and bank balances as on March 31, 2018 was Mio INR 18,878 (including cash and cash equivalent of Mio INR 3,633), compared to Mio INR 17,176 (including cash and cash equivalent of Mio INR 1,312) as on March 31, 2017.

Key Ratios:

Ratio	2017-18	2016-17
Return On Capital Employed (ROCE) (percent)	17.0%	20.1%
Inventory Turnover ratio (in days)	39	40
Trade Receivable Turnover ratio (in days)	45	43
Current Ratio	1.8	1.9
Number of Days in Working Capital	79	80
No. of Employees (average)	9,517	9,704

3.5 Human Resource Development and Industrial Relations Human Resource Development

During the year under review, Human Resources (HR) continued its transformation initiatives, in a volatile and uncertain business environment, to cater to the organizational requirements.

The Company has collaborated with the global organization ‘Great Place to Work’, in its endeavor to become a great place to work. The objective is to bring about a High Performance Culture and Ownership and build a High Trust Culture of collaboration and thereby achieve Organizational Objectives.

The Company continued its efforts to foster and drive younger generation towards future leadership.

The Company was again recognized at the National competition for Young Managers 2017 conducted by the All India Management Association with the Company bagging the national level award.

The Company, through its Integrated Talent Management initiatives, continued to enable learning, networking and collaboration by emphasizing on cross entity movement between different Bosch legal entities enabling holistic development and encouraging integration across different entities/locations.

Industrial Relations (Employee Relations)

Industrial Relations in all plants generally remained cordial during the year under review. Transitioning from ‘Industrial Relations’ to ‘Employee Relations’, a more focused approach on increased Employee Engagement and increased collaboration between various plants, corporate departments and amongst all level of employees was continued.

The Company, during the first week of May 2017, successfully concluded the long-term settlement with the Associates of the Jaipur Plant effective June 01, 2017 for a period of 4 years, in an amicable and fair manner, with support of the Labour department, Government of Rajasthan.

As on the date of this report, negotiations over the longterm settlements at the manufacturing facilities situated at Bengaluru, Nashik and Naganathapura are ongoing. The Company continues to deal with the said matters in a fair and firm manner.

During the year under review, several initiatives such as introduction of Grievance policy, increase connect with Government and statutory bodies, Engagement calendar, Compliance checklist, self-audits and cross audits, etc. were continued to strengthen Employee Relations.

3.6 Internal Audit and Internal Financial Controls

The Company has an Internal Audit function. The Internal Audit Department evaluates the efficacy and adequacy of internal control system, its compliance with operating systems and policies of the Company at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and corrective actions 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 systems and enhances the reliability of the Company’s financial statements.

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

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.

3.7 Opportunities and Threats

The various government initiatives put in place to bridge the gap of India and the developed nations offers a gamut of opportunities for the fast adaptation of technology in India. The budget demonstrates a very significant push on infrastructure including rural infrastructure which opens up opportunities for the Company’s beyond mobility divisions like Building Technology and Consumer Goods (power tools).

In the mobility scenario, the various initiatives of NITI Aayog/Ministry of Road Transport and Highways have provided an impetus to close the technology gap as India moves from BS IV to BS VI in three years, time typically taken for one step. In this challenging environment, the Company is closely working with the OEMs in various concurrent projects to deliver the BS VI mandate. In the new product mix that will evolve with BS VI, localization and dieselization trends are the focus areas.

The push for digital India and the digital trendy demographics of India encourages the use of technology to create a connected mobility ecosystem. The Company has this trend in its radar and is working actively towards catering to this demand.

With regard to the Business beyond mobility, the Company is providing integrated solutions in the areas of industrial technology, consumer goods and energy and building solutions for turn-key mega infrastructure projects such as airports, metro stations and smart cities.

3.8 Risks and Concerns

The Company follows a specific, well-defined risk management process which is integrated with its operations, for identification, categorization and prioritization of operational, financial and strategic business risks. Across the organization, there are teams responsible for the previously mentioned processes who report to the senior management.

The Risk Management Committee headed by Mr. Soumitra Bhattacharya, Managing Director reviews the effectiveness of the process at regular intervals.

Following are the major risks and mitigation measures:

1. Disruptive norms:

Major changes influencing the industry like BS IV, BS VI, Electrification, etc., are considered by the Company as a major risk(s).

(a) Shift to BS VI: The jump from BS IV to BS VI in a short span of about 3 years, the pace of change and the short time duration for preparedness are challenging. Shift to BS VI products, which are largely based on imports and have low replacement requirements in the Aftermarket, may have an adverse financial impact on the Company. The Company is currently working on customer project acquisitions and measures are being enforced to minimize the financial impact.

(b) Electrification: There has been a lot of discussion on electrification by various stakeholders including the Government, OEMs and auto component manufacturers. The technological dominance, which the Company currently has in the auto component industry, might not be available once electrification has its way into the industry. However, the Company, being an end-to-end solution provider, has its own advantage and is working closely with some of the top customers in the industry.

2. Competition: The Company operates in a highly competitive environment due to which there are risks of pressure on pricing, loss of market due to de-risking from some customers, judicial changes and increased import content. Spurious parts and cheap imitations continue to put pressure on existing market share, primarily for Automotive Aftermarket and Power Tools divisions.

The Company, as a strategy, localizes products over a period resulting in reduction of price of the product and consequent increase in the market share. Respective business unit teams undertake a comprehensive competitor analysis periodically to evaluate competitors’ strategies vis-a-vis, our own products and services and define our counter strategic and marketing plans.

3. Industrial Relations (IR): IR-related risks continue on account of surplus capacity at the Company’s Diesel systems plants and high lead time for wage settlement. These include possible risks arising from stoppage of production and/or leading to unpredictable cost structure and/or possible lay-off.

The Company adopts more focused continuous action plan for wage settlement, offers attractive EVR schemes, Firm and Fair approach for settlement with contract labour and implement “selected” best practices. As continued process in building capability initiative, special trainings were conducted on Employee Relations and adding value to Front line leadership development in the plant.

4. Heavily auto sector dependent: About 85 percent of the business is dependent on the auto sector. Performance of the Company, therefore, is dependent on this sector’s growth.

5. Low diesel image: Diesel engines are being portrayed as polluter & environment unfriendly due to anti-Diesel lobbying. One of the major challenges currently faced is poor market for alternate fuels segment. The share of diesel in the total passenger cars’ sales has reduced in the last 4-5 years and possess further challenges. The Company has proactively taken steps to mitigate the risk in a socio-environmentally responsible manner.

6. Economy:

Geopolitical Scenario: The Company is operating in a Global business environment and continues to be impacted by any major geopolitical changes. The build up to the general elections in India from second half of 2018 might also impact the performance of the Company.

3.9 Outlook

The signs of growth indicate that an economic recovery is underway in India. Sustaining and enhancing the momentum would be the key factors determining this recovery.

The Company is optimistic of an overall growth in the automotive industry in 2018-19, with continued strong upward trend in passenger cars, LCVs and tractors. Predicted favorable monsoon and faster economic growth this year are likely to boost farm income, which, in turn, will boost rural sales of 2-Wheelers, passenger cars and tractors.

For the non-automotive segment, the Company is cautiously optimistic in spite of having positive economic indicators like robust economic growth, rising household incomes and increase in consumer spending due to unprecedented business exigencies.

4. Manufacturing Facilities

4.1 Bengaluru (Karnataka)

The 67 year old Bengaluru plant is transforming itself into a lean and agile plant with its 90 year old product ‘A Pump’ still going strong in the tractor and diesel genset segments of Automotive Market. During the year under review, the plant achieved a milestone of manufacturing its 20^th million A-pump.

The Plant has implemented an intensive System Continuous Improvement Process for improving and sustaining quality and remaining cost competitive. With this as a blueprint, the restructuring of machinery and equipment together with focus on increasing operational efficiency on the shop floor have made value streams even leaner. Additionally, the Plant is using low cost automation solutions for process optimization and reduction of manual effort resulting in better quality and speed in the value chain.

4.2 Bidadi (Karnataka)

The Bidadi plant progressed by integrating low cost Cobots (Collaborative Robots) for common rail pumps, simultaneously achieving two targets: creating a clear finish time for products within the manual line and significant cost reduction.

Locally developed Industry 4.0 solution for deviation management are implemented at all stations. These applications are developed locally instead of using standard solutions available in Europe.

The plant has commenced lake rejuvenation project in the area adjacent to its facilities.

During the year under review, 1.2 MW of solar power capacity has been installed in addition to the existing 3.5 MW of solar power capacity.

4.3 Nashik (Maharashtra)

Nashik plant manufactures the Common Rail Injectors (CRI) and components including nozzles for both common rail and conventional diesel injectors. During the year under review, the plant successfully transferred the production facility of Conventional Injectors (NHA) to Jaipur plant. Additional capacity was added for CRI product by relocation of a high volume line from Bosch Turkey plant. Nashik plant celebrated the production of 25^th million CRI and became the second largest manufacturer of CRI 2-16 injectors in the Bosch group globally.

During the year under review, the Nashik Plant continued its endeavor to use renewable source of energy. The Plant has an overall capacity of 13 MWp of solar energy generation. The plant is the first Bosch plant in India and fifth worldwide to receive ISO 50001:2001 certification for Energy Management.

Focusing on behavior based safety, reduction of first aid cases and capturing & working on near miss incidents, the Plant recorded a “zero accident” year. The Plant was awarded by CII for the Manufacturing excellence practices of Industry 4.0.

4.4 Jaipur (Rajasthan)

The Jaipur Plant produces Distributor (VE) Mechanical and Electronic Diesel Control Pumps used in Light and Heavy Commercial Vehicles, Sports and Multi-Utility Vehicles and tractors. Relocation of manufacturing of Conventional Injectors from Nashik to Jaipur was successfully completed during the year under review. These are used in both on-highway and off-highway applications including Light and Heavy Commercial Vehicles, Locomotives, Tractors and Gensets.

Growth in the domestic LCV and tractor markets resulted in good turnover inspite of reduction in other OE volumes due to implementation of BS IV Emission Norms with effect from April 01, 2017.

The Plant is the first Bosch plant in India to win the “National Safety Award” in two categories ‘Accident free year’ and ‘Lowest Average Frequency Rate’ from the Government of India in September 2017. The Plant also won other awards including CII Lean Award for lean manufacturing.

4.5 Naganathapura (Karnataka)

The Naganathapura Plant produces Spark Plugs, a product produced by the Bosch group for over a century. The year under review witnessed an increase in the turnover mainly due to higher demand from OE and Independent Aftermarket segments.

Focusing on improving cost competitiveness, productivity improvement projects were implemented in addition to safety and quality improvement programs.

During the year under review, Machine building division and manufacturing of automotive service solutions were relocated from the Bengaluru Plant to Naganathapura Plant.

4.6 Verna (Goa)

The Verna Plant provides a variety of applications and solution relating to packaging market in India and SAARC countries. The products and solutions of the Plant also have good presence in Africa.

During the year under review, Verna plant executed many challenging projects, made successful product transfers and took big steps in Horizontal Form, Fill & Seal product line. The plant also introduced new products like SVI 4000WR and BVK 1200 in the market.

4.7 Gangaikondan (Tamil Nadu)

Situated at Tirunelveli, Tamil Nadu with a 6,200 sq. meters of built up area, the state-of-the-art Gangaikondan plant is the Power train Solutions plant in India catering to the needs of growing Gasoline automobile market (both four and two-wheelers) in India. This plant was inaugurated in 2015 and achieved a break-even during the year under review.

The Plant mainly produces Power train Sensor products, Air Management products, Fuel supply Modules, Fuel Injection products for Gasoline vehicles. Year on year, the Plant has increased its output by 30 percent and is ready to face the market demands.

4.8 Chennai (Tamil Nadu)

The Power Tools facility admeasuring approximately 8,500 sq. meters is located at Indospace Industrial Park, Orgadam, Tamil Nadu. At present, the facility caters mainly to the Indian and SAARC markets. It primarily manufactures Small Angle grinders, Large Angle grinders, Marble cutters, Blowers, Drills and two-kg Hammers, along with their motors. The Plant produces Blowers for the entire global market.

The Plant was accredited with Power Tools plant excellence award for the second consecutive year as well as best improving plant within the Power Tools international network.

5. Information Technology (IT)

As part of GST preparedness and business process readiness, all relevant IT systems have been upgraded with necessary changes as per GST time line. Additional GST changes are being incorporated in respective IT systems based on GST notifications on an ongoing basis.

During the year under review, the Company continued to enhance its IT Infrastructure to facilitate better internal as well as external communication providing an opportunity to employees to ‘work from anywhere’ seamlessly.

6. Change Initiatives

6.1 Continuous Improvement Process (CIP)

Considering the potential for further improvement in CIP practices at the Company to foster a culture of process orientation and problem solving, a project has been undertaken for defining CIP road map by end 2018 and for its structured deployment and review by Senior Leadership. This project has supported in considerable improvement in various Key Performance Indicators like Number of Implemented Suggestions per Employee, Savings from CIP Activities, No. of CIP Workshops, No. of VSDIA (Value Stream Design in Indirect Areas) Projects, Key CIP Competencies, Processing Time per Suggestion, etc. with involvement of associates across the Company.

6.2 Bosch Production System (BPS)

In this competitive business scenario where Customers demand zero defects, reduction in costs and quick response, the only way to stay competitive and be agile is to practice BPS as a way of life. During the year under review, the theme has been on “Collaboration and Synergy” across all the Company’s manufacturing facilities.

The focus has been primarily on People. “Improved Competence in People result in effective processes and thereby products which lead markets”.

While leaders were coached on Key BPS element twice a year by Bosch central experts, BPS week was conducted at different plants where all associates had a chance to work on simulation with a concept “Learn by Doing” enabling a better understanding on BPS which will lead to swift implementation of BPS Projects.

Through various forums like “Share and Learn”, benchmark practice sharing by visiting different plants and training, the Company was able to achieve increase in productivity, reduction in inventories and on-time delivery fulfillment to customers.

7. Business Excellence

Agility, Customer centricity and Empowered teams are the founding principles forming the basis for all transformation. Strategy Management, Risk Management, Process Management, Benchmarking & Good Practices, which are core to business excellence are integrated, bringing in uniformity & cross learning within the organization.

The year under review saw major organizational transformation both in Bosch world and the Company. Two of the biggest units - Diesel Systems & Gasoline Systems were merged to form Power train Solutions (PS) effective January 01, 2018. Business Excellence has played a pivotal role in integrating the two and creating synergy, agility and efficiency.

8. Awards and Recognition

During the year under review, the Company won several awards for excellence. Few such awards are:

- CII National Energy Efficiency Circle Competition

- CII Lean Award - Jaipur Plant

- National Safety Award by Government of India in two categories : Accident free years and Lowest Average Frequency Rate - Jaipur Plant

- Confederation of Indian Industry: Business Practices Competition Award - Bengaluru Plant

- 3R Award 2018 - Nashik Plant

- Quality and OPPM awards from Toyota Kirloskar Motors

- Business Award from Maruti Suzuki India Limited

- Best New Product Development Award from Greaves

- PHD Annual Award 2017 for outstanding contribution to Social Welfare - Jaipur Plant

- Best Supplier Quality Award from General Motors, India - Nashik Plant

- KOEL Supplier Quality Improvement Contest Award - Bengaluru Plant

- Award for energy conservation and management by Government of Maharashtra -Nashik Plant

- Environmental Best Practice - Most Innovative Award Greenco. - Nashik Plant

- CSR Award for Quality Education by Government of Rajasthan - Jaipur Plant

- Finest India Skills and Talent Award 2017 -Bengaluru Plant

- The Machinist Super Shop Floor Award for Safety - Bengaluru Plant

- Supplier of the year award from SMLI

- Zero Defect Supplier for 2017 by Hyundai India

- Nashik Plant

9. Directors and Key Managerial Personnel

9.1 Director Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. V.K. Viswanathan retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-election at the said Meeting.

9.2 Changes in the Key Managerial Personnel and Board

9.2.1 Board of Directors

Mr. Prasad Chandran resigned from the Directorship of the Company with effect from the close of business hours on September 01, 2017. The Board places on record its sincere appreciation for the valuable guidance provided by Mr. Chandran during his tenure as Director of the Company.

The Board of Directors, on recommendation of the Nomination & Remuneration Committee, appointed Ms. Hema Ravichandar and Mr. S.V. Ranganath as Additional Director(s) in capacity of an Independent Director(s) for an initial term of 5 years and 3 years respectively with effect from September 02, 2017 and July 01, 2018 respectively.

Mr. Jan-Oliver Rohrl resigned as Alternate Director to Mr. Peter Tyroller with effect from the close of business hours on June 30, 2018.

The Board of Directors, on recommendation of the Nomination & Remuneration Committee appointed Mr. Rohrl as an Additional Director and Executive Director with effect from July 01, 2018.

The Company has received notice(s) from member(s) under section 161 of the Companies Act, 2013, proposing candidature of Ms. Ravichandar,

Mr. Ranganath and Mr. Rohrl for the office of Director(s) of the Company at the forthcoming Annual General Meeting.

Mr. S.C. Srinivasan, who joins the Company as Chief Financial Officer with effect from July 01, 2018 was appointed as an Alternate Director to Mr. Peter Tyroller with effect from the aforementioned date. Mr. Srinivasan, by virtue of being in employment of the Company on July 01, 2018, would be placed in position of a Whole-time Director. The Board of Directors, therefore, approved his appointment as a Whole-time Director from July 01, 2018 to June 30, 2021, subject to the approval of the shareholders.

The following resolutions, in addition to re-appointment of Mr. Viswanathan, who retires by rotation, relating to the aforementioned re-constitution of the Board of Directiors of the Company will form part of the Notice convening the 66^th Annual General Meeting of the Company:

(i) Appointment of Mr. Jan-Oliver Rohrl as Director.

(ii) Appointment of Mr. Jan-Oliver Rohrl as Executive Director with effect from July 01, 2018.

(iii) Appointment of Ms. Hema Ravichandar as Independent Director for a period of 5 consecutive years with effect from September 02, 2017.

(iv) Appointment of Mr. S.V. Ranganath as Independent Director for a period of 3 consecutive years with effect from July 01,2018.

(v) Appointment of Mr. S.C. Srinivasan as a Wholetime Director with effect from July 01, 2018.

Brief profiles of Mr. V.K. Viswanathan, Ms. Hema Ravichandar, Mr. S.V. Ranganath, Mr. Jan-Oliver Rohrl and Mr. S.C. Srinivasan will form part of the Notice convening the 66^th Annual General Meeting of the Company.

9.2.2 Key Managerial Personnel

Mr. Soumitra Bhattacharya, Managing Director &

Chief Financial Officer and Mr. S Karthik, Joint Chief Financial Officer have relinquished their positions as Chief Financial Officer and Joint Chief Financial Officer respectively with effect from the close of business hours on June 30, 2018. Mr. Bhattacharya and Mr. Karthik will continue to discharge their responsibilities as Managing Director and Vice-President (Corporate Finance & Accounts) respectively.

The Board of Directors, on the recommendation of the Nomination & Remuneration Committee and Audit Committee appointed Mr. S.C. Srinivasan as Chief Financial Officer of the Company with effect from July 01, 2018. Mr. Srinivasan has also been appointed as an Alternate Director to Mr. Peter Tyroller with effect from the aforementioned date and consequently as a Wholetime Director. The appointment as Whole-time Director is subject to approval of the members at the forthcoming Annual General Meeting.

Mr. R Vijay, Company Secretary and Compliance Officer resigned from the Company with effect from the close of business hours on May 23, 2018. The Nomination and Remuneration Committee will identify and recommend to the Board appointment of new Company Secretary. In the interim, the Board of Directors, on recommendation of the Nomination & Remuneration Committee, appointed Mr. Anuj Sharma as the Compliance Officer of the Company (interim) in terms of the requirements of Securities & Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015, with effect from May 24, 2018.

As on the date of this report (i.e. May 22, 2018), the following are the Key Managerial Personnel of the Company:

- Mr. Soumitra Bhattacharya (Managing Director & Chief Financial Officer)

- Dr. Andreas Wolf (Joint Managing Director)

- Mr. Jan-Oliver Rohrl (Chief Technical Officer & Alternate Director)

- Mr. S Karthik (Joint Chief Financial Officer)

- Mr. R Vijay (Company Secretary)

9.3 Independent Directors

The Independent Directors have given a declaration to the Company that they meet the criteria of independence prescribed under section 149(6) of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

9.3.1. Familiarization Programme for Independent Directors

For details of the familiarization programme for Independent Directors, please refer to the Corporate Governance Report.

9.4 Performance Evaluation of Directors

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

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

10. Board Meetings

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

11. Corporate Social Responsibility (CSR) Committee and Initiatives

Consequent to changes in the Board of Directors during the year under review, the CSR Committee was re-constituted by inducting Ms. Hema Ravichandar as a member and re-designating Mr. Bhaskar Bhat as Chairman of the Committee with effect from September 02, 2017. As on the date of this report, the CSR Committee comprises of Mr. Bhaskar Bhat (Independent Director) as its Chairman and Ms. Hema Ravichandar (Independent Director), Mr. Soumitra Bhattacharya (Managing Director) & Dr. Andreas Wolf (Joint Managing Director) as its members.

The CSR Committee oversees the Company’s CSR initiatives.

The Board of Directors have adopted a CSR policy in line with the provisions of the Companies Act, 2013.

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:

- Reaching out to less-educated, lesser-privileged youth and bringing them into the fold of employment through BRIDGE (Bosch’s Response to India’s Development and Growth through Employability Enhancement) program in 148 BRIDGE Centers across India. Approximately 16,000 youth have been trained and placed at entry level jobs through the BRIDGE program till date. During the year under review, 25 Model BRIDGE Centers were established with technical facilities of a smart classroom.

- Expansion of Child Health Development Program (CHDP) under Health, Hygiene and Education Initiative to other cities besides Bengaluru covering approximately 300 government schools in Nashik, Bidadi and Jaipur, benefitting 70,000 children.

- Upgradation of local dispensary in Adugodi, Bengaluru at par with a private healthcare facility.

- Make Your Own Lab (MYOL) initiative was launched to enable Science Teachers in Government schools develop innovative kit.

- Neighbourhood project as per the local needs identified the Company’s plants: Setting up of Reverse Osmosis Plant in Jaipur, Check Dams in Nashik, construction and operation of “Bosch-Akshaya Patra” kitchen in Jigani, etc.

Details of the CSR Committee meetings and attendance thereat forms a part of the Corporate Governance Report.

Annual Report on Corporate Social Responsibility Activities of the Company is enclosed as Annexure ‘B’ (Page No. 69) to this Report.

12. Audit Committee

Consequent to changes in the Board of Directors during the year under review, the Audit Committee was re-constituted by inducting Ms. Hema Ravichandar as a member in place of Mr. Prasad Chandran with effect from September 02, 2017. As on the date of this report, the Audit Committee comprises of Ms. Renu S. Karnad (Independent Director) as its Chairperson and Mr. V.K. Viswanathan (Non-Executive and Non-Independent Director), Mr. Bernhard Steinruecke (Independent Director), Mr. Bhaskar Bhat (Independent Director) & Ms. Hema Ravichandar (Independent Director) as its members.

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

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

13. Subsidiary and Associate Companies

13.1 Subsidiary Company

MICO Trading Private Limited (MTPL)

The Company has only one subsidiary viz., MICO Trading Private Limited. The financial performance of MTPL is as under:-

Particulars	FY 2017-18	FY 2016-17
Total Revenue	68	76
Profit/(Loss) before tax	(51)	7
Profit/(Loss) after tax	(51)	5

The Directors’ Report along with the Audited Statement of Accounts of MTPL has been uploaded on the website of the Company at www.bosch.in under the “Shareholder Information” section.

13.2 Associate Company

Newtech Filter India Private Limited (NTFI)

The Company has one Associate Company viz., New tech Filter India Private Limited. The Company holds 25 percent and Robert Bosch Investment Nederland B.V. holds 75 percent of the paid-up share capital of NTFI.

NTFI is the manufacturer of automotive filters, selling their products to the Company which further sells the same to end customers. Aftermarket contributed to 72 percent of the product sales while 28 percent were attributed to OEM and OES channels in 2017-18.

The financial performance of NTFI is as under:

[Mio INR]

Particulars	2017-18	2016-17	% Growth
Turnover	666	694	(4.0%)
Profit/(Loss) before tax	16	17	(5.9%)
PBT % on Turnover	2.4	2.4	4.7

A separate statement containing the salient features of the financial statement of the aforementioned Subsidiary and Associate is enclosed as Annexure ‘C’ (Page No. 74) to this Report.

14. 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 is enclosed as Annexure ‘D’ (Page No. 75) to this Report. The policy can also be accessed at the following link: https://www.bosch.in/media/our company/shareholder information/2015/nomination and remuneration policy. pdf.

15. Particulars of Employees

Disclosures pertaining to remuneration of employees and other details, as required under Section 197(12) of the Act and rules framed there under is enclosed as Annexure ‘E’ (Page No. 78) to this Report.

The information in respect of employees of the Company required pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended will be provided on request. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto excluding the aforementioned particulars of employees, which is available for inspection by the Members at the Registered Office of the Company during business hours on any working day. Any member desirous of obtaining a copy of the same may write to the Company at [e-mail].

16. 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 (Page No. 191).

17. Risk Management

The Company has a well-defined Risk Management policy. The policy has been developed after taking cognizance of the relevant statutory guidelines, Bosch Guidelines on risk management, empirical evidences, stakeholders’ feedback, forecast and expert judgment.

The policy, inter-alia, provides for the following:

Risk Management framework;

(i) In-built pro-active processes within the Risk Management Manual for reporting, evaluating and resolving risks;

(ii) Identifying and assessing risks associated with various business decisions before they materialize. Take informed decisions at all levels of the organization in line with the Company’s risk appetite;

(iii) Ensuring protection of shareholders’ stake by establishing an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks;

(iv) Strengthening Risk Management through constant learning and improvement;

(v) Adoption and implementation of risk mitigation measures at every level in order to achieve long-term goals effectively and sustainably;

(vi) Regularly review Risk Tolerance levels of the Company as they may vary with change in the Company’s strategy; and

(vii) Ensuring sustainable business growth with stability.

In the opinion of the Board, there are no risks that may threaten the existence of the Company.

18. 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/2014/whistle blower policy.pdf.

19. Business Responsibility Report

In terms of the requirements of Regulation 34(2)(f) of the Listing Regulations, a report on Business Responsibility in the prescribed format forms a part of this Annual Report (Page No. 204).

20. Related Party Transactions

The Audit Committee accords omnibus approval to 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 aforementioned 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 ‘F’ (Page No. 80) to this Report.

The Company has framed a policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. 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/2014/ rpt policy.pdf.

21. Energy Conservation, Technology Absorption, 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, as amended, is enclosed as Annexure ‘G’ (Page No. 81) to this Report.

22. Auditors

22.1 Statutory Auditor

The shareholders at the 65^th Annual General Meeting of the Company held on September 01, 2017 appointed M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) as Statutory Auditors of the Company for a period of 5 years until the conclusion of the 70^th Annual General Meeting of the Company subject to ratification of their appointment at every subsequent AGM. The Ministry of Corporate Affairs vide notification dated May 07, 2018 obliterated the requirement of seeking Members’ ratification at every AGM on appointment of Statutory Auditors during their tenure of 5 years.

The Auditors’ Report on the Standalone as well as Consolidated Financial Statements for the Financial Year 2017-18 is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

22.2 Cost Audit & Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Registration No.000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2018-19 in terms of the provisions of Section 148 of the Companies Act, 2013.

In terms of the requirements of the said section, the members shall ratify remuneration payable to the Cost Auditors. Accordingly, resolution ratifying the remuneration payable to M/s. Rao, Murthy & Associates will form a part of the Notice convening the 66^th Annual General Meeting.

22.3 Secretarial Auditor

The Company appointed Mr. Sachin Bhagwat, Practicing Company Secretary, to conduct Secretarial Audit as per the provisions of the Act for the Financial Year 2017

18. The Report of the Secretarial Audit is enclosed as Annexure ‘H’ (Page No. 83) to this Report.

There were no qualifications, reservations or adverse remarks in the Report of the Secretarial Auditor.

22.4 Reporting of Fraud

There have been no instances of fraud reported by the aforesaid Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

23. 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 so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and 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.

24. Details of Loans, Guarantees or Investments

Details of loans, guarantees or investments covered under section 186 of the Act, are provided in the Notes to the Financial Statements.

25. Deposits

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

26. 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.

27. Material Order Passed by Regulators or Courts

No material orders impacting the going concern status of the Company or its operations in future were passed by the Regulators or Courts or Tribunals during the year under review.

28. Extract of Annual Return

In terms of the requirements of Section 134(3)(a) of the Act, an Extract of Annual Return as provided under Section 92(3) of the Act is enclosed as Annexure ‘I’

(Page No. 85) to this Report.

29. 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.

For and on behalf of the Board of Directors

V. K. Viswanathan

DIN: 01782934

Chairman

Date: May 22, 2018

---

Mar 31, 2017

The Directors have pleasure in presenting the SIXTY FIFTH Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2017.

1. Financial Results

Attention of the members is drawn to the notification dated February 16, 2015, issued by the Ministry of Corporate Affairs relating to the Companies (Indian Accounting Standards) Rules, 2015. Pursuant to the said notification, the Company has adopted Indian Accounting Standards (Ind AS) with effect from the year under review. Consequently, the financial statements for the previous year (FY 15-16) have been reinstated as per Ind AS to facilitate a like-to-like comparison.

(Rs. Million)

	2016-17	2015-16*
Sale of products (including excise duty)	107,500	100,130
Of which Export Sales	8,240	8,712
Profit Before Tax (from Continuing Operations)	20,944	20,824
Provision for tax	(6,503)	(5,701)
Profit After Tax from Continuing Operations	14,441	15,123
from Discontinued Operations	2,970	191
Total	17,411	15,314
Other comprehensive income - net of tax	1,401	(825)
Total comprehensive income	18,812	14,489

* Re-stated on account of sale of the Starter Motors and Generators business with effect from August 01, 2016 and adoption of Ind AS.

The Company does not propose to transfer any amount to its Reserves for the year under review.

2. Dividend

Pursuant to the requirements of the 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 and can be accessed at http://www.boschindia.com/media/in/documents/ our company 1/shareholder information 1/2017 2/ Bosch Limited - Dividend Distribution Policy.pdf This policy is enclosed as Annexure ‘A’ (Page No. 56) to this Report.

The Board of Directors declared a Special Dividend of INR 75 per equity share aggregating to Mio INR 2,755 including Dividend Distribution Tax, on account of consideration received from sale of the Starter Motors and Generators business. The Special Dividend was paid in the month of February 2017.

In line with the Dividend Distribution Policy, the Board has recommended a Final Dividend of INR 90 per share for the Financial Year 2016-17, aggregating to Mio INR 3,306 including Dividend Distribution Tax. The dividend payout ratio (excluding Special Dividend) is approximately 22.9 percent, based on the profits as per Ind AS. The Final Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

3. Manufacturing Facilities

3.1 Bengaluru (Karnataka)

The Bengaluru plant, with an eminent history of six decades, presently houses the manufacturing of Multi-cylinder pumps & Single-cylinder pumps.

The Plant, following a systematic approach of ‘Continuous Improvement’, is in the process of transforming itself from ‘Fit for Future’ to ‘We Shape the Future’, its new vision statement.

Relocation from Bengaluru to Bidadi, which started in February 2015, has been one of the major strategic actions for the year under review and will continue in the current year. The Plant has adopted a focused and proactive approach to meet the customer demands on account of change in emission norms from BS III to BS IV and thereafter to BS VI. The relocation to the Bidadi facilities is expected to be completed by early 2019.

3.2 Bidadi (Karnataka)

The Bidadi Plant, which manufactures Common Rail Pumps and components, strives to remain lean and agile by improvising on productivity using Industry 4.0 solutions, an enabler of manufacturing excellence.

The Plant undertook various CSR activities like Health camp for women and children, School renovation, RO-drinking water facility in and around its location along with Bidadi Industrial Association which were well appreciated.

During the year under review, the plant successfully installed and commissioned a 3.5 MW solar power plant resulting in carbon dioxide reduction by 10 tons/day.

3.3 Nashik (Maharashtra)

The Nashik Plant, which manufactures diesel injectors and components, achieved a production milestone of 20th million Common Rail Injector in 2016. During the year under review, the Plant successfully ramped up CR 2-20 body production to cater to the export demand of CKD. Further, investments were made for capacity expansion of new generation products and installation of new coating equipment.

As an eco-friendly measure, 10 MW capacity Solar Power Plant has been installed, resulting in carbon dioxide reduction by 32 tons/day.

3.4 Jaipur (Rajasthan)

The Jaipur Plant produces Distributor (VE) Mechanical and Electronic Diesel Control Pumps which are used in Light and Heavy Commercial Vehicles, Sports and Multi-Utility Vehicles (MUV) and tractors. Manufacturing of Conventional Injectors (NHA), which are used in Light and Heavy Commercial Vehicles, Locomotives, Tractors and Gensets, is being relocated from the Nashik Plant to Jaipur.

Growth in the domestic LCV and MUV markets resulted in good turnover despite slight contraction in OE volumes due to demonetization in last quarter of 2016. The BS III to BS IV Emission Norm changeover with effect from April 01, 2017 resulted in higher demands for VE pumps towards the end of the last quarter of the year under review. The Plant successfully met the customer demands and achieved Zero obsolescence of pumps with 100 percent delivery fulfillment.

During the year under review, the plant implemented various cost-reduction measures across the value chain.

3.5 Naganathapura (Karnataka)

The Naganathapura Plant produces Spark Plugs, a product produced by the Bosch group for over a century. The year under review witnessed an increase in the turnover mainly due to higher demand from OE and Independent Aftermarket segments.

Focusing on improving cost competitiveness, productivity improvement projects were implemented along with safety and quality improvement programs.

3.6 Verna (Goa)

During the year under review, Verna plant opened account in secondary packaging product line with the first sale of Baling Machine (GSV 4800). The Plant, with focused approach, continued its efforts to innovate and develop new products. Verna plant also celebrated successful 20 years of Bosch Packaging Technology in India with an ‘in-house show’ which was a well-attended and appreciated event.

3.7 Gangaikondan (Tamil Nadu)

Situated at Tirunelveli, Tamil Nadu with a 6,200 sq. meters of built up area, the state-of-the-art Gangaikondan plant is the only Gasoline Systems plant in India catering to the needs of growing Gasoline automobile market (both four and two wheelers) in India.

The Plant mainly produces Power Train Sensor products, Air Management products, Fuel supply products, Fuel Injection products for Gasoline vehicles. Effective utilization of production lines ensures that the Plant is ready to face higher demands.

The Plant has installed 40KW solar energy panels to harness solar power and reduce dependency on conventional electric supply.

3.8 Chennai (Tamil Nadu)

The Power Tools facility admeasuring approximately 8,500 sq. meters is located at Indospace Industrial Park, Orgadam, Tamil Nadu. At present, the facility caters mainly to the Indian and SAARC markets. It primarily manufactures Small Angle grinders, Large Angle grinders, Marble cutters, Blowers, Drills and two-kg Hammers, along with their motors.

4. Information Technology (IT)

For GST preparedness, IT projects were rolled out for making the Regional SAP system GST compliant. Pre-readiness check and necessary upgrades have been completed in July 2016. Further upgradations are being made to the Regional SAP system to meet the GST go-live date.

5. Change Initiatives

5.1 Continuous Improvement Process (CIP)

Considering the potential for further improvement in CIP practices at the Company to foster a culture of process orientation and problem solving, a project was undertaken for defining CIP road map by end 2018 and for its structured deployment and review by Senior Leadership. This project has supported in considerable improvement in various Key Performance Indicators (KPIs) e.g. Number of Implemented Suggestions per Employee, Savings from CIP Activities, Number of CIP Workshops, No. of VSDIA (Value Stream Design in Indirect Areas) Projects, Key CIP Competencies, Processing Time per Suggestion, etc. with involvement of associates across.

5.2 Bosch Production System (BPS)

To augment the BPS Vision “Competitive Products from Agile and Sustainable Waste-free Supply Chain”, BPS principles have been deployed to interface ‘Source - Make - Deliver’. Using the ‘Pull principle’ improvements have been on “People, Process and Products”. During the year under review, the Company focused on “Lead from the Front” for Plant Managers through mentoring by Bosch BPS Experts. These initiatives led to streamlining of the process in the Value stream and has yielded sustained results like increase in productivity, first pass yield and reduction in throughput time and inventories.

6. Business Excellence

Striving for Excellence is one of the ‘Strategic focal points’ in our mission statement ‘We are Bosch’.

The thrust on Business Excellence is predominantly visible in the Diesel Systems business locations in India.

As excellence is a comparative and improvement oriented journey, many initiatives have been taken up to bring in a culture of ‘Outside-in’ with aspects of learning good practices and benchmarking with other organizations in a structured way. Agility as a theme is one of the key focal points for this year at Diesel Systems division in order to transform ourselves towards an ‘Agile Organization’. Agility is being fostered at individual, team and division levels. With visible success in Diesel Systems divisions, Business excellence concepts are now being used across other divisions.

7. Awards and Recognition

During the year under review, the Company won several awards for excellence. Few such awards are:

- Confederation of Indian Industries EXIM Bank Award for Business Excellence 2016 - Jaipur Plant

- Confederation of Indian Industries - Business Practices Competition Award - Bengaluru Plant

- Confederation of India Industries Award -Excellent Energy Efficient Unit - Nashik Plant

- CSR Award for “Best Overall sustainable performance” by CSR World Congress

- Excellence in Fire Safety from Finest India Skills & Talent - Bengaluru Plant

- Award for Special Support at Maruti Suzuki India Limited Vendor Conference 2016

- Supplier Excellence Award from Mahindra & Mahindra Limited

- Best Supplier Award from MITSUBSHI

- Best New Product Development Silver award -Greaves

- ABO Supplier Innovation Award from Cummins India

- ’Excellent Support in New Product Development’ -SML Isuzu Limited

- Outstanding Support in Sales Promotion - Honda India

- Certificate of Appreciation from Kirloskar Oil Engines Limited

8. Directors and Key Managerial Personnel

8.1 Director Retiring by Rotation

Mr. Peter Tyroller retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-election at the said Meeting of the Company.

8.2 Changes in the Board and Key Managerial Personnel

8.2.1 Board

Dr. Steffen Berns who was re-appointed as the Managing Director of the Company for a period of 2 years at the 64th Annual General Meeting, resigned as Director and Managing Director with effect from close of business hours on December 31, 2016 upon assuming responsibility as President - Car Multimedia business with Robert Bosch, Germany. The Board places on record its sincere appreciation for contribution made and leadership provided by Dr. Berns during his tenure as the Managing Director of the Company.

Consequent to Dr. Berns returning to Germany,

Mr. Soumitra Bhattacharya who was re-appointed as Joint Managing Director for the period January 01, 2017 to June 30, 2020 was re-designated as Managing Director for the said term.

Pursuant to changes at the Senior Management level, Dr. Andreas Wolf was appointed as Joint Managing Director for the period January 01, 2017 to February 28, 2019.

Mr. Jan Oliver Rohrl, who joined the Company as Executive Vice-President (Engineering) & Regional President (Diesel Systems) was appointed as Alternate Director to Mr. Peter Tyroller in place of Dr. Andreas Wolf. Mr. Rohrl, by virtue of being in employment of the Company has been placed in position of a Whole-time Director. The Board of Directors, therefore, approved his appointment as Whole-time Director from February 11, 2017 to December 31, 2020, subject to the approval of Central Government and shareholders.

Approval of the members for the aforementioned re-designation and appointments is being sought at the forthcoming 65th Annual General Meeting.

Brief profiles of Mr. Peter Tyroller, Mr. Soumitra Bhattacharya, Dr. Andreas Wolf and Mr. Jan Oliver Rohrl forms a part of the Notice convening the 65th Annual General Meeting.

8.2.2 Key Managerial Personnel

The Board of Directors, on recommendation of the Nomination and Remuneration Committee, appointed Mr. S Karthik as Joint Chief Financial Officer (Joint CFO) of the Company with effect from February 11, 2017.

Consequent to his appointment as the Joint CFO, Mr. S Karthik relinquished his position as the Company Secretary and Compliance Officer.

Mr. R Vijay was appointed as the Company Secretary of the Company with effect from February 11, 2017

As on the date of this report, the following are the Key Managerial Personnel of the Company:

Mr. Soumitra Bhattacharya (Managing Director & Chief Financial Officer)

Dr. Andreas Wolf (Joint Managing Director)

Mr. Jan Oliver Rohrl [Executive Vice-President (Engineering) & Regional President (Diesel Systems) & Alternate Director]

Mr. S Karthik (Joint Chief Financial Officer)

Mr. R Vijay (Company Secretary)

8.3 Independent Directors

The Independent Directors have given a declaration to the Company that they meet the criteria of independence prescribed under section 149(6) of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations).

8.3.1. Familiarization Programme for Independent Directors

For details of the familiarization programme for Independent Directors please refer to the Corporate Governance Report.

8.4 Performance Evaluation of Directors

In line with the provisions of the Act and the Listing Regulations, the Board has carried out an annual performance evaluation of its own perfomance, its Committees and individual Directors.

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

9. Board Meetings

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

10. Corporate Social Responsibility (CSR) Committee and Initiatives

Consequent to resignation of Dr. Steffen Berns from directorship of the Company, the CSR Committee was reconstituted by inducting Dr. Andreas Wolf as a member in place of Dr. Steffen Berns. As on the date of this report, the CSR Committee comprises of four members. Mr. Prasad Chandran, Independent Director, is the Chairman of the Committee. The other members are Mr. Bhaskar Bhat, Independent Director; Mr. Soumitra Bhattacharya, Managing Director and Dr. Andreas Wolf, Joint Managing Director. The CSR Committee oversees the Company’s CSR initiatives.

The Board of Directors has adopted a CSR policy in line with the provisions of the Companies Act, 2013. 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 initiatives during the year under review were as under:

(i) Health, Hygiene and Education in Government schools: Medical camps, follow-up and treatment including surgeries for school children, hands on training in science, life skill, computer/English education and Infrastructure development in schools.

(ii) Vocational training focused on employable skills: Short term skill development and training programme for school dropouts; and

(iii) Neighbourhood projects as per the local needs identified by Company’s Plants: Setting up Reverse Osmosis Plant in villages near Jaipur, Check dams near Nashik; Kitchen setup near Jigani, Bengaluru, etc.

Details of the CSR Committee meetings and attendance of the member thereat forms part of the Corporate Governance Report.

Annual Report on Corporate Social Responsibility Activities of the Company is enclosed as Annexure -’B’ (Page No. 58) to this report.

11. Audit Committee

The Audit Committee comprises of five members.

Mrs. Renu S Karnad, Independent Director, is the Chairperson of the Committee. The other members are Mr. V. K. Viswanathan, Non-Executive & Non-Independent Director, Mr. Bernhard Steinruecke, Mr. Prasad Chandran and Mr. Bhaskar Bhat, Independent Directors.

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

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

12. Subsidiary and Associate Companies

12.1 Subsidiary Company

MICO Trading Private Limited (MTPL)

The Company has only one subsidiary viz., MICO Trading Private Limited. The financial performance of MTPL is as under:-

(Amount in TINR)

Particulars	2016-17	2015-16*
Total Revenue	75.8	86.2
Profit/(Loss) Before Tax	6.8	(19.6)
Profit/(Loss) After Tax	4.7	(19.6)

*Re-stated on account of adoption of Ind AS.

The Directors’ Report along with the Audited Statement of Accounts of MTPL has been uploaded on the website of the Company at www.boschindia. com under the “Shareholder Information” section.

122 Associate Company

Newtech Filter India Private Limited (NTFI)

The Company has one Associate Company viz., Newtech Filter India Private Limited. The Company holds 25 percent and Robert Bosch Investment Nederland BV holds 75 percent of the paid-up share capital of NTFI.

NTFI is the manufacturer of automotive filters, selling their products to the Company which further sells the same to end customers. Aftermarket contributed to 73 percent of the product sales while 27 percent were attributed to OEM and OES channels in 2016-17.

The turnover and results of NTFI are as follows:

(Mio INR)

Particulars	2016-17	2015-16	% Growth
Turnover	694	778	11.5
Profit / (Loss) Before Tax	17	14	NA
PBT % on Turnover	2.4	1.8	NA

1. The numbers given above are for April to March period. For 2015-16 numbers are for the 15 month period from January 01.01.15 to 31.03.16

2. Percentage growth in 2016-17 is over 2015-16 on a prorata basis.

A separate statement containing the salient features of the financial statement of the aforementioned Subsidiary and Associate is enclosed as Annexure ‘C’ (Page No. 62) to this Report.

13. 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 is enclosed as Annexure ‘D’ (Page No. 63) to this Report. The policy can also be accessed at the following link:

http://www.boschindia.com/media/in/documents/ our company 1/shareholder information 1/2015/ Nomination and Remuneration Policy.pdf

14. Particulars of Employees

Disclosures pertaining to remuneration of employees and other details, as required under Section 197(12) of the Act and rules framed thereunder is enclosed as Annexure ‘E’ (Page No. 66) to this Report.

The information in respect of employees of the Company required pursuant to Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, will be provided on request. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the Members and others entitled thereto excluding the aforementioned particulars of employees, which is available for inspection by the Members at the Registered Office of the Company during business hours on any working day. Any member desirous of obtaining a copy of the same may write to the Company at [e-mail].

15. 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 (Page No. 193).

16. Risk Management

The Company has a well-defined Risk Management policy. The policy has been developed after taking cognizance of the relevant statutory guidelines, Bosch Guidelines on risk management, empirical evidences, stakeholder’s feedback, forecast and expert judgment.

The policy, inter-alia, provides for the following:

1. Risk Management framework;

2. In-built pro-active processes within the Risk Management Manual for reporting, evaluating and resolving risks;

3. Identifying and assessing risks associated with various business decisions before they materialize. Take informed decisions at all levels of the organization in line with the Company’s risk appetite;

4. Ensuring protection of shareholders’ stake by establishing an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks;

5. Strengthening Risk Management through constant learning and improvement;

6. Adoption and implementation of risk mitigation measures at every level in order to achieve longterm goals effectively and sustainably;

7. Regularly review Risk Tolerance levels of the Company as they may vary with change in the Company’s strategy; and

8. Ensuring sustainable business growth with stability.

In the opinion of the Board, there are no risks that may threaten the existence of the Company.

17. Whistle Blower Policy

The Company has a Whistle Blower Policy which provides a 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: http://www.boschindia.com/ media/in/documents/our company 1/shareholder information 1/2014/Whistle blower policy.pdf

18. Business Responsibility Report

In terms of the requirements of Regulation 34(2)(f) of the Listing Regulations, a report on Business Responsibility in the format prescribed by Securities and Exchange Board of India forms a part of this Annual Report (Page No. 205).

19. Related Party Transactions

The Audit Committee accords omnibus approval to Related Party Transactions which are foreseen and repetitive in nature. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transaction entered pursuant to the aforementioned 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.

Consequent to the approval of the shareholders for sale of the Starter Motors and Generators business (SG Business) of the Company, the said business was transferred to Robert Bosch Starter Motors Generators India Private Limited with effect from August 01, 2016.

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 ‘F’ (Page No. 68).

The Company has framed a policy on determining materiality of Related Party Transaction and dealing with Related Party Transaction. The said policy has been uploaded on the website of the Company and can be accessed at the following link: http://www.boschindia.com/media/in/documents/ our company 1/shareholder information 1/2014/ RPT Policy.pdf

20. Energy Conservation, Technology Absorption, 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, as amended, is enclosed as Annexure ‘G’ (Page No. 70) to this Report.

21. Auditors

21.1 Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, the term of office of Price Waterhouse & Co Bangalore LLP (“PWC”) will end at the conclusion of the forthcoming Annual General Meeting. The Board places on record its appreciation for services rendered by PWC as Statutory Auditors of the Company.

The Board has recommended appointment of M/s. Deloitte Haskins & Sells LLP (Firm Registration No. 117366W/W-100018) (DHS LLP) as Statutory Auditors of the Company. The aforementioned appointment is subject to approval of the shareholders at the forthcoming Annual General Meeting. Accordingly, resolution for appointment of DHS LLP as Statutory Auditors of the Company for a period of 5 consecutive years from the conclusion of the 65th (forthcoming) Annual General Meeting till the conclusion of the 70th Annual General Meeting to audit the Financial Statements of the Company from Financial Year 2017-18 is proposed for approval of the members at the forthcoming AGM.

The Auditors’ Report on the Standalone as well as Consolidated Financial Statements for the Financial Year 2016-17 is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

21.2 Cost Audit & Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Registration No.000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2017-18 in terms of the provisions of Section 148 of the Companies Act, 2013. As per the requirements of the said section, remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the General Meeting. Accordingly, resolution ratifying the remuneration payable to M/s. Rao, Murthy & Associates forms a part of the Notice dated May 25, 2017 convening the 65th Annual General Meeting.

21.3 Secretarial Auditor

The Company appointed Mr. Sachin Bhagwat, Practicing Company Secretary, to conduct Secretarial Audit as per the provisions of the Act for the Financial Year 2016-17. The report of the Secretarial Audit is enclosed as Annexure ‘H’ (Page No. 72) to this report.

There were no qualifications, reservations or adverse remarks in the Report of the Secretarial Auditor.

21.4 Reporting of Fraud

There have been no instances of fraud reported by the aforesaid Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

22. Directors’ Responsibility Statement

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

(a) in the preparation of the annual accounts, the applicable accounting standards were followed along with proper explanation relating to material departures;

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

(c) 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,

(d) the annual accounts have been prepared on a ‘going concern’ basis

(e) proper internal financial controls are in place and that they are adequate and are operating effectively; and

(f) proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

23. Details of Loans, Guarantee and Investments

Details of loans, guarantee and investments covered under section 186 of the Act, are given in the Notes to the Financial Statements.

24. Deposits

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

25. 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, which could have an impact on the Company’s operation in the future or its status as a “going concern”.

26. Significant and Material Orders passed by the Regulators or Courts

Company’s manufacturing facility at Jaipur was closed for a day in the month of October 2016 consequent to notice of closure by Rajasthan State Pollution Control Board (RSPCB). Based on the representation made by the Company, RPSCB revoked their closure order.

Karnataka State Pollution Control Board (KSPCB) had vide Public Notification dated May 05, 2017 directed closure of all industrial units in the catchment area of the Bellandur Lake, Bengaluru. As an abundant caution, operations at the facility of the Company situated at Adugodi, Bengaluru were temporarily halted for a day. Based on the clarification by KSPCB regarding non-applicablity of the said public notice to the Company’s Adugodi facility, operations were resumed with effect from May 08, 2017.

There was no financial impact on account of temporary closure of the facilities situated at Jaipur and Adugodi, Bengaluru pursuant to the above orders.

Further, there were no significant or material orders passed by the Regulators or Courts impacting the going concern status and Company’s operations in future.

27. Buyback

During the year under review, the Company has bought back 878,160 Equity Shares of face value of INR 10 each representing 2.796 percent of the pre-buyback paid up share capital of the Company for an aggregate consideration of Mio INR 20,197 (representing 24.99 percent of the paid up share capital and free reserves). Robert Bosch GmbH, the holding company, also participated in the Buyback.

The Post Issue capital of the Company is Mio INR 305.21 consisting of 30,520,740 Equity Shares of INR 10 each. The present shareholding pattern is as under:

		% of the
Particulars	No. of shares	paid-up
		share capital
Promoter and Promoter	21,512,705	70.49
Group
Others/Public	9,008,035	29.51

28. Extract of Annual Return

In terms of the requirements of Section 134(3)(a) of the Act, an Extract of Annual Return as provided under Section 92(3) of the Act is enclosed as Annexure ‘I’ (Page No. 74) to this Report.

29. Acknowledgements

The Directors express their gratitude to the various Central and State Government Departments 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.

30. 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.

For and on behalf of the Board of Directors

V. K. Viswanathan

DIN: 01782934

Chairman

Date: May 25, 2017

---

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their SIXTY THIRD Annual Report together with the Audited Financial Statements for the fifteen months period from January 01, 2014 to March 31, 2015.

The Board of Directors of the Company at their meeting held on June 05, 2014, inter-alia, approved the change in the financial year of the Company to commence from April 01 of every year and to end on March 31 of the following year to comply with Section 2(41) of the Companies Act, 2013 ('Act'). Consequently, as a transitionary arrangement, the current annual accounts and Directors' Report of the Company are for a period of fifteen months from January 01, 2014 to March 31, 2015. Therefore, figures for the period under review are not comparable with the last financial year.

1. Financial Results

The following are the financial results:

(Rs. Million)

Net Sales (excluding recovery of 117,414 85,151 duties and taxes)

Of which Export Sales 14,625 10,578

Profit Before Tax 19,559 12,566

Less: Provision for tax 7,463 4,070

Add: Deferred tax and tax

adjustments relating to 1,281 351

earlier years

Profit After Tax 13,377 8,847

Appropriations:

Dividend:

- Dividend recommended at 2,669 1,727 Rs.85 per share (previous year: Rs.55 per share)

Tax on Dividend 543 308

General Reserve 1,337 885

Balance carried forward 8,828 5,927

Total 13,377 8,847

Net sales for the fifteen months period ended March 31, 2015 grew by 37.9 percent over the previous twelve months period ended December 31, 2013. The Profit Before Tax (PBT) for the period ended March 31, 2015 as a percentage of net sales was at 16.7 percent as compared to 14.8 percent for the previous year. The improved performance of the Company is mainly due to increased operational efficiencies and favourable product mix.

The Profit After Tax (PAT) as a percentage of net sales was 11.4 percent for the fifteen months period ended March 31, 2015 as against 10.4 percent for the twelve months period ended December 31, 2013.

2. Dividend

The Board of Directors recommend a dividend of Rs.85 per equity share for the fifteen months period ended March 31, 2015 as against a dividend of Rs.55 per equity share for the twelve months period ended December 31, 2013. This dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

4. Key Manufacturing Facilities

4.1 Bengaluru (Karnataka)

The Bengaluru Plant, established in 1953, is a pioneer in diesel system products catering to both domestic and export customers,

The Plant achieved a milestone of 1 millionth Common Rail production in March 2014, In line with the strategic focus to be fit for the future, various initiatives such as manpower restructuring, cost reduction and productivity improvement, etc, were undertaken during the year,

4.2 Nashik (Maharashtra)

The main products manufactured at Nashik Plant are Nozzles, Nozzle Holder Assemblies and the Common Rail Diesel Injection system,

The Plant faced a huge challenge mainly on account of steep drop in customer demand, This led to pressure on cost competitiveness and profitability, This was countered by various measures such as closures, break to temporary workmen, inventory reduction, focus on localization, etc,

As an eco-friendly measure, a 68 kWp solar powered generator for generating electricity in the administrative block of the Plant was installed, This is expected to bring down the carbon footprint by approximately 94 tons of C02 per year,

4.3 Jaipur (Rajasthan)

The Jaipur Plant mainly produces Distributor (VE) Mechanical and Electronic Diesel Control Pumps which are used in light and heavy commercial vehicles, sports and multi-utility vehicles and tractors,

The Plant witnessed 7 percent increase in the volumes as compared to 2013 owing to good export orders and local demand, The year also witnessed a significant reduction in the field complaints, resulting in enhanced customer confidence,

4.4 Naganathapura (Karnataka)

The Naganathapura Plant completed 25 years of operations in 2014, The Plant was able to sustain its growth despite a weak domestic market and uncertain export markets, Improvement in plant productivity and lean concepts enabled both Starter Motors and Generators and the Spark Plug businesses to remain competitive,

4.5 Verna (Goa)

During the period under review, the Verna Plant completed two years in its new state-of-the-art manufacturing facility, In line with the business strategy the plant transformed from being a single equipment seller to complete line solution seller, The plant is gearing up to cater to markets beyond geographical boundaries,

4.6 Kumbalgodu (Karnataka)

The Solar Thermal Collector production facility made a steady progress in 2014, almost doubling production compared to the previous year in a very competitive market, New product variants such as the Evacuated Tube Collector were successfully introduced,

4.7 New Facilities

The year 2014 saw the setting up of three new facilities at Bidadi (for Diesel Systems), Gangaikondan (for Gasoline Systems) and Chennai (for Power Tools),

A brief overview of these facilities is given below:

4.7.1 Bidadi (Karnataka)

With the addition of new products in the upcoming years and restriction on expanding the existing facility at the Bengaluru Plant, identifying a new location to supplement the existing facility was the need of the hour,

The Bidadi Plant is located in the Bidadi Industrial area at a distance of 35 kms from Bengaluru and has a super builtup area of approximately 38,000 sq, meters,

While one assembly line for Common Rail has been commissioned, full-fledged operation is expected by 2017-18,

4.7.2 Gangaikondan (Tamil Nadu)

This manufacturing unit is set up at State Industries Promotion Corporation of Tamil Nadu (SIPCOT) Gangaikondan, Tamil Nadu. It will facilitate the Company's Gasoline Systems business to further localize manufacturing and increase cost- competitiveness. Prior to the setting up of this new manufacturing facility, the Gasoline Systems division shared the Company's Naganathapura manufacturing facility for its local production.

This facility will produce powertrain sensors, fuel delivery modules and air management components for automotive and two-wheeler systems.

4.7.3 Chennai (Tamil Nadu)

The Company has set up a new Power Tools manufacturing plant approximately 37 km from Chennai at Oragadam, Tamil Nadu.

The Plant will cater to the requirements of new products for the Indian market and aims to be a low cost location in Asia Pacific region.

Commercial production at the Chennai Plant is expected to commence in later half of 2015.

5. information Technology (IT)

As part of customer focused initiatives, System to System communication has been enabled for select global OEMs from specific supplying locations. For Indian OEMs, SIAM-ACMA initiatives are being pursued. In an effort to empower the field representatives in Automotive Aftermarket, a new CRM software has been implemented in October 2014 to reap the benefits of advancement in IT and communication fields.

Bosch ERP systems have been enabled for the new manufacturing locations at Bidadi and Gangaikondan, providing end to end business operations.

6. Change initiatives

6.1 Continuous Improvement Process (CIP)

The "System CIP" concept is being widely used in the direct areas. The maturity level of "System CIP" in the direct areas has been on the rise. Extending of "System CIP" concept to indirect areas has been started. The existing Self Assessment Methodology of CIP activities have been modified to incorporate "System CIP" and other simplifications and the new assessment methodology is planned across all units by the end of 2015. CIP in indirect areas is gaining momentum with increasing focus on savings through CIP activities in indirect functions.

6.2 Bosch Production System (BPS)

The BPS Maturity Assessment methodology is being used for improving the maturity level of BPS implementation in the plants. "System CIP" is playing an important role for strengthening BPS implementation. Manufacturing lines are further improved using BPS tools before moving these lines to new manufacturing locations.

Bosch Connect is being used for quick and easy interaction amongst plants. This platform is aimed at worldwide communication of best practices of BPS and also for finding solutions to existing issues through knowledge sharing and experience from like cases.

7. Business Excellence

The Diesel Systems business division has adopted the European Foundation for Quality Management (EFQM) model for Business Excellence at its manufacturing locations in Bengaluru, Nashik and Jaipur from 2004. 'Living Business Excellence' is one of the key strategic themes and is included in the Vision and Mission statements of this division as 'Business Excellence at work'. Strategic measures/ targets are developed, deployed and reviewed across plants and connected corporate functions through a structured strategy management process. Key performance indicators are measured to enable the achievement of required business results.

8. Awards and Recognition

During the period under review, the Company won several awards as recognition for its commitment to excellence. Few such awards are:

* Fortune India's third annual survey of the country's most admired companies ranked the Company number one in the Auto Components sector.

* The Company received the Export Excellence Award 2014 for "Best Manufacturer Exporter" from the Federation of Karnataka Chambers of Commerce & Industry (FKCCI)

* The Innovation award from Mahindra & Mahindra - Auto and Farm sector for its "Innovation Driven Approach" by introducing 'Innovative, Overall Cost Effective & Field Fuel Efficient A-Pump System for Arjun 605 DI BSIIIA Tractors >50HP category'.

* The Intersolar Award 2014 for the Best Solar Project in the Industrial and Commercial category for the 1 MW first-of-its-kind solar project on a water lagoon for the Maruti Suzuki Manesar plant.

9. Corporate Social Responsibility (CSR) Policy and Initiatives

The Board of Directors have constituted a CSR Committee comprising of Mr. Prasad Chandran, Independent Director, Mr. Bhaskar Bhat, Independent Director, Dr. Steffen Berns, Managing Director and Mr. Soumitra Bhattacharya, Joint Managing Director as its members. Mr. Prasad Chandran, is the Chairman of the Committee. The CSR Committee oversees the Company's CSR initiatives under the overall supervision and guidance of the Board of Directors.

For details of the CSR initiatives and activities of the Company please refer Principle 8 of the Business Responsibility Report and Annual Report on CSR Activities enclosed as Annexure 'B' to the Directors' Report.

10. Subsidiary Companies

As the aggregate assets and income of MICO Trading Pvt. Ltd., as on March 31, 2015 are not material, no consolidated financial statements under Accounting Standard 21 "Consolidated Financial Statements" as notified under Section 211(3C) of the Companies Act, 1956, has been prepared.

As required under Section 212 of the Companies Act, 1956, annexed hereto are the Audited Statement of Accounts, the Report of the Board of Directors and Auditors' Report for the fifteen months period ended March 31, 2015 of MICO Trading Pvt. Ltd. A separate statement containing the salient features of the financial statement of subsidiary, associates and joint ventures under the prescribed format has also been enclosed with the Directors' Report of the Company as per the requirements of Section 129 of Companies Act, 2013 as Annexure 'E'.

11. Directors

Mr. Franz Hauber (DIN : 06485529) was appointed as an Alternate Director to Mr. Peter Tyroller with effect from January 01, 2014.

Mr. Hauber ceased to be a Director of the Company with effect from the close of business hours on February 28, 2015. The Board of Directors places on record their deep appreciation for the contribution and services rendered by Mr. Franz Hauber during his tenure as Director of the Company.

Dr. Andreas Wolf, Executive Vice President was appoined as an Alternate Director to Mr. Peter Tyroller with effect from March 01, 2015. Consequent to his appointment as an Alternate Director, Board appointed him as Whole-time Director for a period of four years with effect from March 01, 2015.

Brief profile of Dr. Andreas Wolf forms part of the Explanatory Statement of the Notice dated May 29, 2015, convening the 63rd Annual General Meeting of the Company.

Names of companies/firms in which Directors of the Company hold office as Director, etc. as on the date of this report are given below:

Mr. V. K. Viswanathan (DIN : 01782934)

* Magma HDI General Insurance Company Limited

* Bharti Airtel Limited

* HDFC Standard Life Insurance Company Limited

* Century Metal Recycling Private Limited

* Indo-German Chamber of Commerce (Committee Member)

* K S B Pumps Limited

* Credit Information Bureau (India) Limited

Mr. Peter Tyroller (DIN : 06600928)

* Robert Bosch Korea Limited

* Robert Bosch (South East Asia) Pte. Limited

* United Automotive Electronic System Co. Ltd.

* DEKRA SE (Member of the Supervisory Board)

Mr. Bernhard Steinruecke (DIN : 01122939)

* Zodiac Clothing Company Limited

* Nuremberg Messe India Private Limited

* HDFC ERGO General Insurance Company Limited

* Apollo Munich Health Insurance Company Limited

Mrs. Renu S Karnad (DIN : 00008064)

* GRUH Finance Limited

* Housing Development Finance Corporation Limited

* HDFC Bank Limited

* HDFC Asset Management Company Limited

* HDFC ERGO General Insurance Company Limited

* HDFC Standard Life Insurance Company Limited

* Indraprastha Medical Corporation Limited

* EIH Limited

* ABB Limited

* Feedback Infrastructure Services Private Limited

* Lafarge India Private Limited

* HT Parekh Foundation

* HDFC PLC Maldives

* WNS (Holding) Limited

* HIREF International LLC

* HIREF International Fund II PTE. Ltd.

* HIREF International Fund PTE Ltd.

Mr. Prasad Chandran (DIN : 00200379)

* Indo German Chamber of Commerce (Committee Member)

* Coromandal International Limited

* HDFC Standard Life Insurance Company Limited

* Public Concern for Governance Trust (Trustee)

* SEEGOS (Proprietorship Firm)

Mr, Bhaskar Bhat (DIN : 00148778)

* Titan Company Limited

* Titan International Middle East FZE

* Trent Limited

* Titan Time Products Limited

* Favre Leuba AG, Switzerland

* Tata Ceramics Limited

* Titan Engineering & Automation Limited

Dr, Steffen Berns (DIN : 06449396)

* Robert Bosch Engineering and Business Solutions Private Limited

* MICO Trading Private Limited (Director & Member)

* Robert Bosch (Bangladesh) Limited

* Confederation of Indian Industry (National Council Member)

* Robert Bosch Lanka (Private) Limited

* Indo German Chamber of Commerce (Committee Member)

Mr, Soumitra Bhattacharya (DIN : 02783243)

* Bosch Electrical Drives India Private Limited

* MICO Trading Private Limited (Director & Member)

* Automotive Component Manufacturers Association of India (Executive Committee Member)

* Bosch Rexroth (India) Limited

* Confederation of Indian Industries (Southern Council Member)

Dr, Andreas Wolf (DIN : 07088505) (Alternate Director to Mr. Peter Tyroller w.e.f. 01.03.15)

* Bosch Automotive Electronics India Pvt. Ltd.

* Bosch Chassis Systems India Ltd.

Dr, Steffen Berns is liable to retire by rotation and being eligible, offers himself for re-election, Brief profile of Dr, Berns is given in the Notice convening the forthcoming Annual General Meeting,

12. Board Meetings

During the period, January 01, 2014 to March 31, 2015, seven meetings of the Board of Directors were held,

The particulars of the meetings and attendance thereat are mentioned in the Corporate Governance Report,

13. Key Managerial Personnel

The following are the Key Managerial Personnel of the Company as on the date of this Report:

Dr, Steffen Berns (Managing Director) Mr, Soumitra Bhattacharya (Joint Managing Director & Chief Financial Officer) Dr, Andreas Wolf (Whole-time Director) Mr, S, Karthik (Company Secretary)

14. Remuneration Policy

During the period under review, the Board of Directors on recommendation of the Nomination and Remuneration Committee approved "Nomination and Remuneration Policy for Directors and Senior Management,"

The 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 is enclosed as Annexure 'F' to this Report, The policy can also be accessed at www.boschindia.com under the "Shareholder Information" section,

15. Independent Directors

The Board has an optimum combination of Independent and Non-Independent Directors, In line with the requirements of the Listing Agreement and Companies Act, 2013, half of the Board comprises of Independent Directors,

The following are the Independent Directors of the Company as on the date of this Report:

1, Mr, Bernhard Steinruecke

2, Mrs, Renu S Karnad

3, Mr, Prasad Chandran

4, Mr, Bhaskar Bhat

16. Declaration as to Independence

The Independent Directors have given a declaration to the Company that they meet the criteria of independence as per section 149(6) of the Act,

17. Familiarization programme for Independent Directors

During the year under review, a separate training session for independent directors was organized by the Company, The session covered roles, responsibilities, rights, liabilities and other duties imposed on the independent directors under the new Companies Act, 2013 and the Listing Agreement, It also involved a brief overview on the vital provisions of the relevant latest statutory regulations,

The independent directors are apprised at Board meetings on important developments in various business divisions of the Company, They are also updated on important changes in the regulatory framework and business environment having an impact on the Company,

The aforementioned details have also been uploaded on the website of the Company at www.boschindia.com under the "Shareholder Information" section.

18. Performance Evaluation of Directors

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of the Board as a whole, the Directors individually as well as the working of the Board and its Committees.

A structured questionnaire was circulated to the Board members in this connection. The feedback from the Directors was summarized and ideas for further improving effectiveness of the Board processes, etc. were discussed.

19. Particulars of Employees

The information required pursuant to section 217 (2A)of the Companies Act, 1956 in respect of employees of the Company will be provided upon request. In terms of section 136 of the Act / 219(1) (b) (iv) of Companies Act, 1956, the Reports and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the members at the registered office of the Company during business hours on any working day. Any Member, if interested in obtaining a copy thereof, may write to the secretarial department in this regard.

20. Corporate Governance

A report on Corporate Governance approved by the Board of Directors of the Company and a certificate from the Practicing Company Secretary forms part of this Annual Report. The Company has fully complied with the Corporate Governance practices specified under the Listing Agreement.

A Code of Conduct for Directors and Senior Management, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy, Rules and Regulations of Service Conduct for Managerial and Superintending Staff and Code of Business Conduct effectively support the Corporate Governance processes.

21. Risk Management

The Company has a well defined Risk Management Policy. The policy has been developed after taking cognizance of the relevant statutory guidelines, Bosch Guidelines on risk management, empirical evidences, stakeholder feedback, forecast and expert judgment.

The policy, inter-alia, provides for the following:

1. Risk Management framework;

2. In-built pro-active processes within the Risk Management Manual for reporting, evaluating and resolving risks;

3. Identifying and assessing risks associated with various business decisions before the materialization of the risks and making informed decisions at all levels of the organization in relation to the Company's capacity to accept certain risks in business ventures;

4. Ensuring protection of shareholder's value through the establishment of integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks;

5. Strengthening Risk Management through constant learning and improvement;

6. Adoption and implementation of risk mitigation measures such that they are effective in achieving long-term goals of sustainability by becoming embedded in the business processes and culture of the Company;

7. Regularly review Risk Tolerance levels of the Company as they may vary with change in Company's strategy; and

8. Ensuring sustainable business growth with stability.

In the opinion of the Board, there are no elements of risks that may threaten the existence of the Company.

22. Whistle Blower Policy

The Company has a Whistle Blower Policy which provides a 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 at www.boschindia.com under the "Shareholder Information" section.

23. Business Responsibility

Pursuant to Clause 55 of the Listing Agreement, listed companies are required to submit Business Responsibility Report as part of their annual report, covering the principles enunciated in the said clause. Accordingly, a report on Business Responsibility forms part of this Annual Report.

24. Related Party Transactions

All Related Party Transactions entered during the period January 01, 2014 to March 31, 2015 were in ordinary course of business and on an arm's length basis. No materially significant transactions were entered between the Company and its Promoters, Directors, Key Managerial Personnel etc. which may have a potential conflict with the interest of the Company at large. There were no material related party transactions pursuant to the provisions of section 188 of the Act.

Prior approval of the Audit Committee is obtained for all foreseeable related party transactions on a quarterly basis. Details of all related party transaction entered on the basis of the aforementioned approval are placed before the Audit Committee on quarterly basis for their review.

The Company has also formulated a "Related Party Transaction Policy" specifying the manner for dealing with transactions with related parties. The same has also been uploaded on the website of the Company www.boschindia.com under the "Shareholder Information" section.

25. Energy Conservation, Technology Absorption, Foreign Exchange Earnings & Outgo

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under section 217 (1)(e) of the Companies Act, 1956 is enclosed as Annexure 'A' to this Report.

26. Auditors

Company's Auditors M/s. Price Waterhouse & Co. Bangalore LLP (Membership No. 007567S/S-200012) retire at the forthcoming Annual General Meeting and are eligible for appointment. They have confirmed to the Company that they are eligible to be appointed as Auditors in terms of Sections 139 & 141 of the Companies Act, 2013 and Rules framed thereunder.

27. Cost Audit & Cost Auditors

Pursuant to General Circular no. 15/2011 dated 11.04.2011 and order dated 06.11.2012 issued by Ministry of Corporate Affairs (MCA) under section 233B(1) of the Companies Act, 1956, M/s.Rao, Murthy & Associates, Cost Accountants, Bengaluru (Regn. No.000065, PAN: AAAFR8892D) were appointed as Cost Auditors for the period January 01, 2014 to March 31, 2015. The due date of filing of the cost audit report is September 28, 2015 in terms of erstwhile Companies (Cost Audit) Report Rules, 2011. Cost Audit report for the year 2013 was filed on June 27, 2014.

Pursuant to section 148 of the Act read with Companies (Cost Records and Audit) Rules, 2014 (as amended), the Board of Directors on recommendation of the Audit Committee appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru as Cost Auditors to audit the cost accounts of the Company for the financial year 2015- 16. As per the requirements of the Companies Act, 2013, remuneration payable to the Cost Auditors is required to be ratified by the shareholders at the General Meeting. Accordingly, resolution ratifying the remuneration payable to M/s. Rao, Murthy & Associates is included in the Notice dated May 29, 2015, convening the Annual General Meeting of the Company.

28. Secretarial Audit

The Company appointed Mr. Sachin Bhagwat, Practicing Company Secretary, to conduct Secretarial Audit particularly with reference to compliance with Companies Act, 1956/2013, Listing Agreement and relevant SEBI Regulations for the financial year 2014-15. The report of the Secretarial Audit is enclosed as Annexure 'C' to this report.

29. Directors' Responsibility Statement

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

a. in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. they have prepared the annual accounts on a going concern basis;

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

f. systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

30. Details of Loans, Guarantee and investments

Details of Loans made during the period under review pursuant to section 186 (4) are enclosed as Annexure 'D' to this report.

31. Deposits

During the period January 01, 2014 to March 31, 2015, there were no deposits as per the provisions of Companies Act, 2013.

32. Material Changes and Commitments

There were no material changes and commitments between the end of the period under review and the date of this report which could have an impact on the Company's operation in the future or its status as a "going concern".

33. Significant and Material Orders passed by the Regulators or Courts

There are no significant or material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

34. Acknowledgements

The Directors express their gratitude to the various Central and State Government Departments 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 from the employees of the Company during the period under review.

35. Disclaimer

The Ministry of Corporate Affairs vide its Circular No. 08/2014 dated April 04, 2014 clarified that the financial statements and documents required to be attached thereto, in respect of financial year commencing prior to April 01, 2014 shall continue to be governed by the provisions of Companies Act, 1956, schedules and rules made thereunder. Though the financial statements and the Auditors' Report have been prepared as per the provisions of Companies Act, 1956, the Company has to the extent possible provided the information in the Board's Report as per the provisions of Companies Act, 2013.

36. 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.

For and on behalf of the Board of Directors

V. K. Viswanathan Chairman Date: May 29, 2015

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Dec 31, 2013

The Directors have pleasure in presenting their SIXTY SECOND Annual Report together with the Audited Statement of Accounts for the year ended December 31, 2013.

Financial Results

The following are the financial results:

(Rs. Million)

2013 2012

Net Sales (excluding recovery of duties and taxes) 85,405 84,172

Of which Export Sales 10,578 9,402

Profit before tax 12,566 13,462

Less: Provision for tax 4,070 4,163

Add: Deferred tax and tax adjustments relating to earlier years 351 284

Profit after tax 8,847 9,583

Appropriations:

Dividend:

- Dividend recommended at Rs. 55 per share (previous year: Rs. 60 per share) 1,727 1,884

Tax on Dividend 308 306

General Reserve 885 958

Balance carried forward 5,927 6,435

Total 8,847 9,583

Net sales for the year 2013 grew by 1.5%. The Profit Before Tax (PBT) in 2013 as a percentage of net sales was at 14.7% as compared to 16.0% in 2012. The Profit After Tax (PAT) as a percentage of net sales was 10.4% in 2013 as against 11.4% in 2012.

Material costs as a percentage to sales decreased from 56.5% in 2012 to 55.9% in 2013.

Overall, the Profit Before Interest, Depreciation and Taxes for the year shows a decrease of 6.6% over the previous year.

Investments

Capital investment during 2013 was lower than previous year at Rs. 5,113 Mio. as against Rs. 7,262 Mio. in 2012.

Dividend

The Board of Directors recommends a dividend of Rs. 55 per equity share for the year 2013 as against a dividend of Rs. 60 per equity share in 2012. This dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Business Situation

The global economy remained stable in 2013, with a modest recovery from the advanced economies especially in the United States of America and a relatively subdued domestic performance of the emerging and developing economies.

The situation in India was no different, with the domestic market suffering from weak consumer offtake and poor industrial production growth. However, the biggest challenge for India was the weakening rupee, which had to be stabilized to curb the capital outflows. The high inflation and interest rates did not boost the consumer sentiment in the market and thus did not lead to a favorable business environment in 2013 either.

The automotive segment in 2013, which constitutes a major share of our business, continued to lose ground from an already weak growth year in 2012. The domestic sales reflected a decline from 2012, while the export market continued to excel mainly due to good volumes from the three-wheeler segment. The overall production volumes declined by 3% over 2012.

Segment-wise, the tractor industry recorded a positive growth of 15% mainly driven by a good monsoon season and state specific sops. Despite many new model launches in the passenger car segment, the production volumes reduced to 5%. Within the passenger car segment, diesel share was at 46% in 2013, 2% points down from 2012. Production volumes of utility vehicles grew by only 1% over 2012. Commercial vehicles registered a negative growth of 13%. Heavy commercial vehicles were the worst affected with a negative growth of 29%. Light commercial vehicles which started the year on a positive note, ended up with a reduction of 4%. Three- wheeler production volumes registered a moderate 2% growth on account of the demand from export market.

Within this unrelenting tough market that prevailed in 2013, the Company performed moderately better ending up with an overall growth of 1.5%. The non- automotive business continued to grow by 19.1% in 2013 mainly on account of good performances in Power Tools, Packaging, Machine building and the Energy divisions. Sales from automotive segment could not match up to the growth of 2012 and ended up almost flat. Exports aided by the rupee depreciation grew at 12.5% over 2012.

Automotive Technology

Diesel Systems business which maintained its market share declined further by 5.0% in the year 2013 due to the slowdown witnessed by the automotive market throughout the year.

As a clear testimony to the Company''s strong innovation culture and its focus on providing value to customers, a CO2 program has been initiated which will benefit passenger car customers with fuel consumption reduction. The price sensitive and technology intensive low priced vehicle segment portfolio was strengthened further during the year under review with the launch of the Generation 3 Common Rail Systems. The development of a robust and cost effective selective catalytic reduction system was started, which will help in achieving future emission norms and improve fuel efficiency in commercial vehicles.

The launch of A5000 inline type fuel injection pump along with an electronic governor provides off - highway genset manufacturers a robust system solution for the upcoming Stage II emission norms of Central Pollution Control Board.

Despite challenging conditions in the automotive passenger car market, Gasoline Systems division achieved a 4.9% growth over 2012. New technology initiatives at Gasoline Systems for profitable growth include two wheeler Engine Management Systems and Alternate Fuel Systems. Gasoline Systems business has further improved its customer base.

Continuing the journey of transformation, Starter Motors and Generators business registered a 16.3% growth in 2013, despite difficult market conditions.

The New Base Line Generator is an ongoing success which enabled new customer acquisitions along with a good export volume. The business was further strengthened by extending to a second location for the manufacturing of the new Starters.

The Automotive Aftermarket division recorded a growth of 2.5% over 2012.

The existing product range was expanded with new product lines such as batteries, fork oils for two- wheelers and premium / spot lamps for cars.

The division expanded its width and depth of distribution by appointing more than 250 new first trade level customers. A "highlight" of the year was opening of Bosch Car Service Center in Leh at an altitude of 11,562 feet.

A new workshop module named Optimal Diesel Partner for diesel service was launched during the year. In the endeavor to constantly improve the supply chain, new and modern warehouses at Bhubaneswar and Indore for independent Aftermarket and at Pune for OE Spares were set up.

The division has been accredited with ISO 9001:2008 by TUV Nord (India) for design, development, manufacture and service of automotive diagnostic equipments and product marketing, sourcing, supply and warehousing of Bosch Automotive products. Significant progress was made in integration of automotive service solution business acquired from SPX India in the year 2012. Takeover of SPX Service Solutions opened up avenues of becoming a complete solution provider of diagnostic services in the Indian market. Good synergies are established with the current business offerings.

Industrial Technology Packaging Technology

Despite an economic slowdown, Bosch Packaging Technology division recorded a strong growth of 19.2% in net sales in 2013. Especially business unit Confectionery and Food has grown significantly by offering a wide range of products and services.

Confectionery & Food unit saw a big transformation in 2013 from a packaging machine supplier to system solution provider. Focus in the year 2013 was on the development of new products for product line Vertical Form Fill Seal Machine (VFFS). Product line Horizontal Form Fill Seal Machine (HFFS) also picked up very well in the market.

Packaging industry has great potential and is expected to see a double digit growth in the coming years.

Industrial Equipment

The Industrial Equipment division registered an overall growth of 62.4% in the internal and external market segments. The division acquired orders from new customers in the four-wheeler and two- wheeler automotive segment. The division also continued to export assembly lines to Bosch companies across Europe and Asia, during the year 2013.

Consumer Goods Power Tools

The Power Tools division achieved a steady growth of 9.9% in a trying and challenging business environment reinforcing another year of solid growth. For the first time, a unique concept event called ''Construction Monster'' was held in Delhi, Chennai and Mumbai. The event showcased the complete range of construction tools and solutions from Company to the large and medium construction companies. The year also witnessed the launch of Home and Car Washer range.

India''s first Do-It-Yourself store, aptly named ''DIY

Square'' was launched in Bangalore. The store showcases Company''s latest offering of products for the Home, Hobby and Garden segment with opportunity for live DIY experience in a fun way. The division had a spectacular success at the India International Trade Fair (IITF) exhibition, Delhi, with its Home, Hobby & Garden concept attracting more than 2 lakh visitors. The division went online through third party e-retailers which will be one of the key drivers in future.

Energy and Building Technology Security Technology

Security Technology business, excluding onetime project business, grew by 3.4%. The Business Unit (BU) Public Address and Conference Systems (PACo) performed very well recording a growth of 14%. Impressive performances were also registered by BUs of Fire at 17% and Critical Communication Systems at 26% over the previous year. Projects in both public and private sector were successfully executed - covering key verticals such as transportation, government, industry, commercial and places of worship. The highlight project was Adlabs Imagica which uses products from all the business lines of Security Technology. It is one of the largest theme parks in the country.

During the year 2013, the division organized ''Technology Day'' events in key cities across India to showcase its latest technology and product range. Additionally, participation in product introduction days and trade shows like Palm Expo and Broadcast India helped in strengthening the brand presence and product exposure to the target audience. Key products like HD starlight cameras, DCN multimedia and Plena Matrix digital sound system which are technology trend setters were introduced in the market and were well received.

Bosch Security Training Academy continued to impart technology/product training to the concerned target audience across India, including certain Certification Programs in select domains. Bosch Security Systems (CCTV) won the Readers'' Choice

Award – awarded by EFY Group in 2013.

Solar Energy

The division was successful with a healthy order book in both kW and MW scale projects. The division made its foray into the residential sector, by becoming an empanelled solution provider with Agency for Non Conventional Energy and Rural Technology (ANERT), Govt. of Kerala, for the supply of 1 kW solar power packs for homes. Another key highlight of the year 2013 was the empanelment for mini and micro grid rural electrification by Solar Energy Corporation of India (SECI), which is a milestone in itself. The Company proposes to enter into the promising energy efficiency sector of India, Asia and Middle East in 2014 and in this regard the Company has been accredited by Bureau of Energy Efficiency (BEE) as a Grade-1 ESCO (Energy Services Company), which adds to its long lasting credibility and eminence. An extensive network of channel partners and dealers has been developed which will help to leverage substantial growth in 2014 and beyond.

Thermo technology

Bosch Thermo technology division booked revenue across Solar Thermal Systems and Commercial and Industrial Boilers. The export markets for Commercial & Industrial Boilers in Bangladesh and Sri Lanka yielded good results with encouraging customer response. With efforts being made towards customization of products for the Indian market, the Company is investing for future growth opportunities in this area. On the production front, the Kumbalgodu facility commenced the series production of solar flat plate collectors.

Competition and challenges in our business sectors

The year 2013 was seen as challenging year for the Indian economy in general and in particular for the automotive industry. The weak consumer demand and suppressed liquidity in the market triggered by the slowdown and weak market sentiments placed additional pressure on all the manufacturing companies. High inflation and adverse foreign exchange increased the cost pressures and continued to challenge the businesses across all domains.

However, the Company continuously strived to capture every opportunity with its efficient processes and systems. The Company also placed itself with the ever changing demands and requirements from the market. The Company has always considered its people as its most valuable asset and this has always been its core strength. Though the business growth in the year 2013 has been tepid, the year 2014 is expected to revive the growth momentum, while continuing to be demanding. Amidst these challenging times, the Company remains bullish about the future growth prospects of the country and will continue to invest to meet the growing demands of the market.

To improve the competitiveness and to be fit for future in the medium term, focused activities are being carried out on growth, profitability and personnel related areas.

Plants

Bangalore (Karnataka)

The Bangalore Plant faced a big challenge due to steep drop in customer demand which led to huge pressure on cost and flexibility. The Plant was able to mitigate the situation by closures, discontinuation of temporary manpower, budgetary control, inventory reduction and manpower redeployment.

On the employee welfare front, the Plant conducted several cardiac, cancer detections and dental camps in conjunction with the associated hospitals from Bangalore for the benefit of its employees and their dependants.

The Plant participated in the Excellence Awards for Innovation and Creative Automation at the Chennai Trade Centre and won an award under the theme ''Sustaining good performance with grassroots Innovation''. The Plant also won the runners-up award in ''Supplier Quality Improvement Contest (SQIC)'' held by one of the Company''s prestigious customer viz., Kirloskar Oil Engines Ltd.

Nashik (Maharashtra)

The cascading effect of the sluggish demand in the automobile sector was also noticed in the Nashik Plant. The Plant took rigorous cost reduction measures like budget control, postponement of investments etc., to mitigate the cost impacts. The weak market demand, lead to correction in stocks through block closures. The Plant accelerated its value engineering projects for sustainable cost advantage.

In the year 2013, the Nashik Plant initiated standard operating procedures of high technology plasma process called ''C'' coating. This diamond-like carbon coating helps to increase the wear resistance of parts along with high hardness grade. This high investment technology is being used by Nashik Plant to cater to the demand for various products by other Company''s Plants.

In the year 2013, the Nashik Plant won the most coveted ''CII-EXIM Bank Award'' for Business Excellence which signifies the exemplary effort of excellent processes in the Plant.

Jaipur (Rajasthan)

Jaipur Plant crossed a milestone by producing its 5 millionth distributor pump in 2013. The production of the distributor pump ( VE pump) was started in the year 1990.

In the year 2013, the Plant was successful in transferring and commissioning of an assembly line from the Feuerbach Plant in Germany to enhance flexibility in production.

The focus in 2013 for the Plant was ''Quality'' and customer satisfaction. Various quantity initiatives were undertaken by the Plant towards reduction of 0 -km & Field complaints.

2013 was a very challenging year for the Plant due to the downturn of the heavy commercial vehicle market. The market shrunk by ~ 29% impacting the volumes manufactured at the Plant which fell by ~15%. Various pull back measures were initiated to remain cost competitive and sustain profitability.

During the year, a Reverse Osmosis water plant was added as a part of clean water initiative in nearby Vatika village catering to more than 1500 families.

2013 has also been a year of many awards and accolades for the Plant. The Plant was honoured with "PRIZE" In Cll-EXIM Bank Awards for Business Excellence 2013. Awards were also won from Rajasthan State Industrial Development and Investment Corporation (RIICO) for overall best performance, 1st Runner Up in innovative practices and 2nd Runner Up in most efficient water use, recycling and recharge category.

Naganathapura (Karnataka)

Naganathapura witnessed a strong growth of 13 % over previous year inspite of the weak domestic market driven strongly by Starter Motors and Generators, Spark Plugs and Gasoline

Systems divisions. The dip in the domestic market was countered by increased market share , while increasing export business significantly.

Along with significant improvements in productivity and quality, the Plant was able to equally contribute through improvements in facility maintenance and Health/Safety/Environment aspects, while driving many key initiatives with high associate involvement. The Plant was awarded the "Uttama Suraksha Puraskara" by National Safety Council (NSC) – Karnataka for its focus on higher levels of safety within the Plant which manifested itself in a significant reduction in safety linked incidents inside the Plant.

In 2013, the Plant continued to drive corporate social responsibility activities with focus on health & hygiene and road safety.

Verna (Goa)

The Verna Plant, which is the production unit for the packaging division provided a solid base for growth in 2013. Aided by the pro-active measures to tackle the economic slowdown, the Plant made good progress during the year.

Development initiatives towards products suited to the Indian market gained momentum. Some of the initiatives were - positioning the Plant as a solution provider rather than just a machine manufacturer; stabilizing the Horizontal Machine portfolio; partnering with customers right from the product development stage thus enabling the Company to develop highly specific requirements such as a stainless steel version of confectionery machines, dual mixed product in the same pouch etc., and localizing the critically manufactured parts leading to cost and lead-time benefits.

The year 2013 also saw the Verna Plant acting as a facilitator and providing assistance to Don Bosco Konkan Development Society in introducing Bosch India Foundation''s skill training program. This society works for the poor and under privileged children, youth and women in Goa, Karnataka and Maharashtra in the areas of education, skill training and income generation.

Kumbalgodu (Karnataka)

The new Solar Thermal Collector production facility was set up during the latter half of 2012 at Kumbalgodu which is approximately 25 kms from Bangalore. Products like solar flat plate collectors, a renewable energy product used to heat water for domestic and industrial applications are manufactured at the Plant. The Plant is equipped with state-of-the-art machines to produce screwless, single piece collector frames and full sheet absorbers for better efficiency.

The Plant commenced commercial production in January 2013. The variants include both standard systems and customised solution for large scale applications.

Bommasandra (Karnataka)

The Company has set up a new conversion / manufacturing plant at Bommasandra, Bangalore, in second quarter of the year 2013 for production of flexible abrasives under the Power Tools division of the Company. This facility is being used for conversion of coated abrasives into finished products viz., wide belts, narrow belts, rolls, velcro discs and hand sanding discs.

These finished products are mainly used in wood industries as well as metal and automobile industries.

This indigenous facility would enable the Company to bring down delivery time and cater to customer demands in a cost effective manner. The Company is optimistic that this facility will help to enhance its market share in the coated abrasive segment of Bosch Power Tools accessories. The commercial production at the Plant commenced in June 2013.

Industrial Relations

Industrial Relations at all Plants and other establishments generally continued to be cordial throughout the year 2013, except in the Bangalore Plant, where the Union and workmen went on tool down strikes on two occasions for 3 to 6 days. First, on an issue connected with introduction of scientific cycle time based working method. Second, for initiating disciplinary action against an office bearer of the Union for his misbehavior/misconduct. In spite of the above, various bipartite and tripartite settlements were signed by different Plants in cordial atmosphere on issues that concerned the management and the workmen. On the expiry of the Long Term Settlements in three of the Company''s Plants (Bangalore, Naganathapura and Nashik) on 31.12.2012 and in the Jaipur Plant on 31.05.2013, the Unions have submitted their Charter of Demands for the consideration of the respective Plant managements. Managements of the respective Plants have also submitted counter proposals to the concerned Unions. Intense negotiations are being carried out on the Charter of Demands and the management proposals for arriving at amicable settlements.

Information Technology (IT)

The Company has implemented a new system viz., SAP-HR. With this system, the Company has now a global personnel administration system with country-specific development for payroll and time management. This HR system supports not only the daily administrative business of the personnel departments but also allows the employees and managers to access relevant data through a self- service portal.

As a B2B initiative, the Company has participated in SIAM-ACMA EDI standards definition in 2013 and is part of pilot rollout for specific transactions with select OEM customers as per SIAM-ACMA roadmap.

Order management functionality, which was being used, has been replaced with new features in existing SAP system in December 2013. This reduces the number of systems used by end user and is first-of- its-kind change over in the Bosch world. It is in line with corporate information strategy of legacy system migration.

As part of Windows XP phase-out by Microsoft by March 2014, the Company has initiated a project for replacement of workstations. Upgrade is in progress for WIN 7 migration.

In 2013, the Company was able to considerably bring down the virus incident rate. This was possible with the concerted efforts from ISP community to address the root causes and improved awareness amongst the end users. Additionally, local administrative rights on workstations have been revoked centrally to avert the threat from malwares.

With continued focus on IT enabled business process maturity, a new and improved model has been adopted in alignment with the Business Excellence model, from seven dimensions to nine dimensions to enhance focus on process improvements and risks. Current year assessment included the assessors from Business Excellence team as well as to bring in the business perspective.

Bosch Connect is the IT platform for cooperation and communication, which aims to generate value- addition by increased productivity, development of ideas and intensive knowledge sharing amongst the workforce. With Bosch Connect, the Company is ready to be a globally connected company. In 2013, many activities including access permission for users and reverse mentoring sessions to senior management were carried out.

Change Initiatives

Continuous Improvement Process (CIP)

The CIP movement is now running since two decades and has attained a matured level. The focus in 2013 was to enhance the involvement of our associates and to bring in a culture of self assessments. The CIP assessment methodology was extended to various departments and plants using the Value Stream Design in Indirect Areas (VSDiA) which plays a vital role for holistic improvement and sustenance of business processes in indirect areas.

Associate involvement in the shop floor has been further improved by strengthening the Shop-Floor CIP (SFC) activities, encouraging internal competition among various CIP implementation teams, integration of suggestion scheme ideas and reducing the lead time in processing of suggestions by employees.

Bosch Production System (BPS)

BPS maturity assessment has been playing an important role in further implementation of BPS in manufacturing areas. Considerable overall improvement in various important parameters of BPS viz., maturity score, leveling compliance, overall equipment effectiveness, milk-run coverage, pull to suppliers, total inventory etc., have been refined in comparison to 2012.

Manufacturing lines planned for relocation have been subjected to Lean Line Design analysis for further improvements before being shifted, apart from making improvements related to logistics and shop floor layout. Further refinement of BPS maturity level, increasing System CIP cycles, leveling compliance, pull implementation, strengthening review mechanism of BPS implementation etc., have been identified as focus points for 2014.

Diesel Systems Business Excellence (DBE)

The Diesel Systems Business Excellence integrates various functions in the Corporate and Plants aligning them to the journey of achieving the Diesel Systems, India vision and mission. All the Diesel Systems'' manufacturing plants in India viz., Bangalore, Nashik and Jaipur; and the business unit as a whole have aligned their business according to the European Foundation for Quality Management (EFQM) model. Additionally, Business Excellence has served as the basis for further development of business unit''s effectiveness in a holistic manner.

Business units and Plants carry out regular assessments as health checks in the endeavor to continuously improve the systems / processes in their journey towards Business Excellence. Key performance indicators are measured to enable the achievement of required business results as cause and effect balancing all the key stakeholders. Diesel Systems, India is striving towards institutionalizing a culture of ''Living Business Excellence'' as ''Business Excellence at work'' by incorporating the same in its vision and mission. Strategic measures/targets are developed, deployed and reviewed across plants and connected corporate functions through a structured strategy management process. In 2013, this was extended to other business units of the Company making significant progress.

Diesel Systems, India has attained a good level of maturity in this exciting journey. Diesel Systems, India as a business unit was assessed for the first time in 2012 and it achieved a milestone equivalent to the EFQM ''Recognized for Excellence'' (R4E) level. Bangalore Plant won the coveted ''CII – Exim Bank award for Business Excellence'' in 2009 and Nashik Plant won the same in 2013. Jaipur Plant was also recognized with the ''CII-EXIM Bank Prize for Business Excellence'' in 2013.

Bosch Vocational Centre (BVC)

Bosch Vocational Centre is one of its kind in the country running Trade Apprenticeship Program, similar to German Vocational & Training Education (VET) System with a perfect mix of classroom theory, workshop practice and in-plant training.

The state-of-the-art facilities at Bosch Vocational Centre include CNC labs with machines and programming facilities, hydraulic labs with the latest trainer kits and teaching aids, mechatronics lab with PLC and robotics, computer training, cutting tool technology, metrology and plastics technology. This is apart from well-equipped classrooms, CAD lab for drawings, shop floor for training apprentices and the electrical and electronics lab to teach apprentices the basics of the trade.

Sustaining its excellent performance over the years, Bosch Vocational Centre has been declared as best establishment 46 times up to the year 2013. This laurel was received by BVC tenth time in a row. The gold medal tally by the apprentices reached 211 during the year.

Awards and Recognition

The Company won several awards, as recognition of its efforts. Few examples are:

- Automotive giant Mahindra & Mahindra Limited presented the Company with the Panchratna award ''Hira (Diamond)'' for ''Business Partner of the Year'' (2012-2013) at a supplier meet held in Copenhagen, Denmark on May 31, 2013.

- The Federations of Karnataka Chambers of Commerce & Industry (FKCCI) conferred the ''Star Exporter'' award in 2013.

- The Company was named as the ''Star MNC of the year'' by India''s one of the leading financial newspaper Business Standard.

- ''Best Supplier 2013'' was bestowed by Tata Motors Limited at the Annual Supplier Conference held at Macau.

Bosch India Foundation

Bosch India Foundation (BIF) is the trust of the Bosch

companies in India. Established in 2008, BIF touched the lives of 6936 youth in the focus areas of vocational skill development and healthcare through its many programs in 17 locations across India in 2013.

In the area of vocational training, with support from 33 implementing partner NGOs, the Foundation conducted over 80 skills training programs in 32 trades. Held over an average of three months, these short duration trainings aimed primarily to impart much needed soft and hard skills required to propel over 6400 drop-out youth onto career paths of their choice and aptitude, thus enabling economical upliftment of both youth and their families.

Through, 5 healthcare projects, the Foundation offered support to create sustainable and lasting change in the health conditions of 528 people. These projects included reducing maternal / infant mortality, rehabilitation of 66 spinal cord injury patients, rectification of severe orthopedic conditions of 20 underprivileged children and cleft lip and palate corrections of 236 very young rural children. Each of these interventions aimed at enabling the beneficiaries to live dignified and worthwhile lives in society through the changes gained in their health conditions.

Subsidiary Company

As the aggregate assets and income of MICO Trading Pvt. Ltd., as on December 31, 2013 is not material, no consolidated financial statements under Accounting Standard 21 "Consolidated Financial Statements" as notified under section 211(3C) of the Companies Act, 1956, has been prepared.

As required under Section 212 of the Companies Act, 1956, annexed hereto are the Audited Statement of Accounts, the Report of the Board of Directors and Auditors'' Report for the year ended December 31, 2013, of MICO Trading Pvt. Ltd.

Directors

Mr. Peter Tyroller joined the Board as Additional Director with effect from July 01, 2013.

Mr. Tyroller, 57, completed his engineering studies at the University of Applied Sciences in Ulm, Germany (1984). This was followed by a second course of studies in Engineering Management from the University of Applied Sciences in Frankfurt (am Main). He began his professional career with Alfred Teves GmbH (ITT Automotive) in Frankfurt, Germany in 1985. He served as the Director of the Airbag Systems Unit of Robert Bosch GmbH and Managing Director of United Airbag Systems GmbH, both in Schwieberdingen, Germany. He has been the Managing Director of the Wiper Systems & Electrical Motors Division of Valeo Autoelectric GmbH & Co. KG, Bietigheim. He held the position as Executive Vice- President Sales, Gasoline Systems Division, Robert Bosch GmbH, Schwieberdingen in 2000 and later as President in 2003.

He has been the member of the Board of Management, Robert Bosch GmbH from 2006 with corporate responsibility in Marketing and Sales, Automotive Original Equipment Sales and divisional responsibility in Automotive Aftermarket and since July 01, 2013 he took over the responsibility of Asia Pacific. Mr. Tyroller has been the president of CLEPA, the European Association of Automotive Suppliers since January 2010.

With effect from January 01, 2014, the Board of

Directors of the Company appointed Mr. Franz Hauber, as Alternate Director to Mr. Peter Tyroller.

Mr. Franz Hauber, 54, is a Mechanical Engineering degree holder from Fachhochschule Konstanz. He has been associated with Bosch Group for the last 26 years.

Mr. Hauber started his career in Bosch Group as a development engineer in ABS Hydraulics in Stuttgart. During these 27 years of association, he has worked in several management positions mainly in manufacturing, quality, logistics, safety, project management, and corporate functions as well. He has varied experience in divisions like Chassis System Control, Diesel System and Gasoline System.

He joined the Company on January 01, 2013 as the Executive Vice President, Manufacturing & Quality.

Dr. Albert Hieronimus ceased to be the Chairman and Director of the Company from the close of office hours on June 30, 2013. Mr. V.K. Viswanathan, Non- Executive Director, was appointed as Chairman of the Board with effect from July 01, 2013.

Dr. Bernd Bohr and Mr. B. Muthuraman ceased to be directors of the Company from the close of office hours on June 30, 2013.

The Board of Directors places on record their deep appreciation for the outstanding contributions and services rendered by Dr. Hieronimus, Dr. Bohr and Mr. Muthuraman during their tenure as Directors of the Company.

Names of companies/firms in which Directors of the Company hold/held office as Director/Partner are given below:

Mr. V. K. Viswanathan

- BSH Household Appliances Mfg. Pvt. Ltd.

- FLSmidth Pvt. Ltd.

- Indo-German Chamber of Commerce (Committee Member)

- Magma HDI General Insurance Co. Ltd.

- Bharti Airtel Ltd. (w.e.f. January 14, 2014).

Mr. Peter Tyroller (from 01.07.2013)

- Bosch Automotive Products (Suzhou) Co. Ltd.

- Robert Bosch Korea Ltd.

- Robert Bosch (South East Asia) Pte. Ltd.

Mr. Bernhard Steinruecke

- Indo-German Chamber of Commerce (Director General)

- FAG Bearings India Ltd.

- Zodiac Clothing Company Ltd.

- HDFC ERGO General Insurance Company Ltd.

- Apollo Munich Health Insurance Company Ltd.

- Nuremberg Messe India Pvt. Ltd

Mrs. Renu S Karnad

- HDFC Property Ventures Ltd. (Chairperson)

- Credila Financial Services Pvt. Ltd. (Chairperson)

- Housing Development Finance Corporation Ltd. (Managing Director)

- HDFC Asset Management Co. Ltd.

- HDFC ERGO General Insurance Co. Ltd.

- HDFC Standard Life Insurance Co. Ltd.

- Credit Information Bureau (India) Ltd.

- GRUH Finance Ltd.

- HDFC Bank Ltd.

- AKZO Nobel India Ltd.

- Indraprastha Medical Corporation Ltd.

- Feedback Infrastructure Services Pvt. Ltd

- G4S Corporate Services (India) Pvt. Ltd.

- Lafarge India Pvt. Ltd.

- EIH Ltd.

- HT Parekh Foundation

- WNS (Holdings) Ltd.

- HDFC PLC, Maldives

- United Spirits Ltd

- ABB Ltd.

- Hiref International LLC

Mr. Prasad Chandran

- Indo-German Chamber of Commerce. (Committee Member)

- Federation of Indian Chamber of Commerce. (Executive Committee Member)

- Bombay Chamber of Commerce and Industry.

(Managing Committee Member)

- The Energy and Resources Institute (Committee Member)

Mr. Bhaskar Bhat

- Tata Ceramics Ltd. (Chairman)

- Virgin Mobile India Pvt. Ltd. (Chairman)

- Titan Industries Ltd. (Managing Director)

- Titan International Middle East FZE.

- Titan Watches & Jly Intl. (Asia Pacific) Pte. Ltd.

- Titan International Marketing Ltd.

- Trent Ltd.

- Titan Time Products Ltd.

- TA Pai Management Institute, Manipal (Member of Governing Council)

- SDM Institute of Management, Mysore (Member of Governing Council)

- National Institute of Technology, Uttarkhand (Chairman, Board of Governance)

- Titan Foundation for Education (Chairman)

- Tata International Wolverine Brands Ltd.

- Favre Leuba AG, Switzerland (Director)

Dr. Steffen Berns

- Robert Bosch Engineering and Business Solutions Ltd. (Chairman)

- Bosch Automotive Electronics India Pvt. Ltd. (Chairman)

- MICO Trading Pvt. Ltd.

- Robert Bosch (Bangladesh) Ltd.

Mr. Soumitra Bhattacharya

- Bosch Electrical Drives India Pvt. Ltd.

- Automotive Component Manufacturers'' Association of India (Chairman of Consumers Affairs and Anti-Counterfeiting Committee)

- Confederation of Indian Industry (Chairman, Karnataka State Council)

- MICO Trading Pvt. Ltd.

- Karnataka State Industrial and Infrastructure Development Corporation Ltd.

Mrs. Renu. S. Karnad and Mr. Prasad Chandran are liable to retire by rotation and offer themselves for re-election.

Mrs. Karnad, 61, holds a Bachelor Degree in Law from the University of Bombay and Masters Degree in Economics from Delhi School of Economics. She joined HDFC Ltd. in 1978 in the legal and credit department and grew to become the head of lending business of HDFC Ltd. Presently, she is the Managing Director of HDFC Ltd.

In 1984, she was awarded Pravin Fellow – Woodrow Wilson School of International Affairs, Princeton University, Princeton, NJ.

Mrs. Karnad is an Independent Director of the Company (appointed on April 1, 2007). She is the Chairperson of the Audit Committee and member of Shareholders'' and Investors'' Grievance Committee of the Company. She does not hold any shares in the Company.

Mr. Prasad Chandran, 61, is a post-graduate in Chemistry and has a Masters degree in Business Administration. He has also received Advanced Management Education from Institutes in the US, UK and Japan. Mr. Chandran was a former president of Indo-German Chamber of Commerce (IGCC) and is presently serving as Committee Member. He is also the Managing Committee Member of the Bombay Chamber of Commerce and Industry and Member of the Executive Committee of Federation of Indian Chambers of Commerce & Industry (FICCI) and The Energy and Resources Institute (TERI). He is also an active participant in a number of trade industry delegations of the Government of India.

Mr. Chandran initiated the "Million Minds" Project which aims at improving governance and fighting corruption. Whilst implementing the BASF Global values and principles, he addressed policy issues on corruption to raise the standards of governance in India. The "Million Minds" project aims to sensitize stakeholders and creates voluntary action groups in different parts of the country. He is presently associated with a number of NGOs and is also an invited Board Trustee of the Public Concern for Governance Trust (PCGT) Mumbai.

Mr. Chandran was the Chairman & Managing Director of BASF India Limited. He was also the Chairman of BASF Group Companies in India and Head-South Asia.

Mr. Chandran is presently an Independent Director of the Company. He is the member of Audit Committee, Shareholders''/ Investors'' Grievance Committee, Remuneration Committee, Share Transfer Committee and Corporate Social Responsibility Committee of the Board. He does not hold any shares in the Company.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to the shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary of the Company.

Corporate Governance

A Report on Corporate Governance approved by the Board of Directors of the Company and a certificate from the Practicing Company Secretary is set out in the Annexure to the Directors'' Report. The Company has fully complied with the Corporate Governance practices specified under the Companies Act, 1956, and the listing agreement with the Stock Exchanges.

A Code of Conduct for Directors and Senior

Management, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy, Rules and Regulations of Service Conduct for Managerial and Superintending Staff, Code of Business Conduct etc., effectively support the Corporate Governance processes.

A Management Discussion and Analysis Report also accompany this report.

Business Responsibility

Pursuant to clause 55 of the listing agreement, listed companies are required to submit Business Responsibility Report as part of their annual report covering the principles enunciated in the said clause. Accordingly, a report on Business Responsibility is set out in the annexure to this Directors'' Report.

Energy, Technology, Foreign Exchange, etc.

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) read with The Company''s (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure to the Directors'' Report.

Auditors

M/s. Price Waterhouse & Co., Bangalore, (Regn. No.007567S) Chartered Accountants, the retiring auditors, are eligible for re-appointment.

Cost Auditors

Pursuant to MCA Cost Audit order no. 52/26/CAB- 2010 dated 06.11.2012, M/s. Rao, Murthy & Associates, Cost Accountants, Bangalore (Regn. No.000065, PAN: AAAFR8892D) have been appointed as Cost Auditors of the Company for the financial year 2013.

Due date of filing cost audit report for financial year 2013 is June 29, 2014.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

Acknowledgements

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra, Rajasthan, Goa and Tamil Nadu for the support given to the Company. The Directors also thank all customers, dealers, suppliers, financial institutions and banks, members and others connected with the business of the Company for their co-operation.

For and on behalf of the Board of Directors

Bangalore V. K. Viswanathan

February 27, 2014 Chairman

---

Dec 31, 2012

The Directors have pleasure in presenting their SIXTY FIRST Annual Report together with the Audited Statement of Accounts for the year ended 31st December, 2012.

Financial Results

The following are the financial results:

(Rs. Million)

2012 2011

Net Sales (excluding recovery of duties and taxes) 84,172 79,295

Of which Export Sales 9,402 10,344

Profit before tax 13,462 15,740

Less: Provision for tax 4,163 4,709

Add: Deferred tax and tax adjustments relating to earlier years 284 196

Profit after tax 9,583 11,227

Appropriations:

Dividend:

- Dividend recommended at Rs. 60 per share (previous year: Rs. 50 per share) 1,884 1,570

- Special dividend at Rs. 85 per share - 2,669

Tax on Dividend 306 255

Tax on Special Dividend - 434

General Reserve 958 5,000

Reversal of Dividend Distribution Tax - (4)

Balance carried forward 6,435 1,303

Total 9,583 11,227

Net sales for the year 2012 grew by 6.2%. The Profit Before Tax (PBT) in 2012 as a percentage of net sales was at 16.0% as compared to 19.8% in 2011. The Profit After Tax (PAT) as a percentage of net sales was 11.4% in 2012 as against 14.1% in 2011.

Material costs as a percentage to sales increased to 56.5% in 2012 as compared to 55.4% in 2011.

Overall, the Profit Before Interest, Depreciation and Taxes, for the year shows an decrease of 8.5% over the previous year.

Investments

Capital investment during 2012 was higher than previous year, at Rs. 7,262 mio. as against Rs. 5,388 mio. in 2011.

Dividend

The Board of Directors recommends a dividend of Rs. 60 per equity share for the year 2012 as against a dividend of Rs. 50 per equity share in 2011 besides a special dividend of Rs. 85 per share in 2011 . This dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Business Situation

The automotive market growth momentum slowed down considerably in the year 2012. The vehicle sales performance in the second half of the year resulted from low market sentiments, culminating from a slowdown in India''s GDP, Industrial production, high inflation, interest rates and with delayed monsoons. The Global scenario aided to the woes by continuing to remain weak and limiting exports. During the last 3 quarters (April''12 to December''12), automobile exports registered de- growth of 2.98 percent compared to the same period last year. However, the 4th quarter saw a slight recovery in the Passenger car segment owing to the festive season demand and some positive measures from the Government on the fuel prices. But it was far from compensating the overall situation in the market. Overall, the automotive production volumes grew by a mere 2 % over 2011.

Segment-wise, the Passenger Cars & Utility Vehicles recorded positive growth of 7.4% mainly with growth in Utility Vehicles supported by new model launches. Within Passenger cars, dieselization continued to remain strong with diesel share going up from 37% in 2011 to 48% in 2012. Commercial vehicles de-grew by 2% with Heavy Commercial Vehicles posting a de- growth of 12%. The Light Commercial Vehicles posted positive growth of 5.3% supported by a good growth in retail sector and ramp up of new models by OEM''s in the premium segment. Tractors de-grew by 6.6% with poor & delayed monsoons playing a major role. Three Wheelers registered a 5% de-growth due to the tumbling export market particularly in Sri Lanka and flat domestic sales. Two Wheeler market grew by 10% in the first half of the year but the growth considerably declined in the second half to end up with a year on year growth of 4%.

In view of the market conditions that prevailed in 2012, the Company performed moderately with sales from automotive segment growing by 4.7% and exports at Rs. 8,823 mio. with a de-growth of 11.4% over 2011. Our non-automotive business grew by 19.5% in 2012 as compared to 28.5% in 2011 and was mainly attributed to very good performance in the Power Tools, Security Technology and Machine building division.

Automotive Technology

Diesel Systems business de-grew by 0.9 % in the year 2012 as compared to the growth of 19.2% in the previous year owing to the slowdown witnessed by the automotive market during the last two quarters of the year 2012. As a clear testimony to the Company''s strong innovative culture and its focus on providing value to customers, shift from Product to System solution provider was reinforced with introduction of not only Fuel Injection equipments but also Air & Exhaust After Treatment solutions across segments. The Price sensitive and technology intensive Light Passenger Vehicle segment (LPV) portfolio was strengthened further in the year 2012 with the development of the Generation 3 Common Rail Systems.

Total Cost of Ownership (TCO) in the Commercial

Vehicle (CV) segment can be improved with the Denoxtronic solution for emerging markets. This has resulted in ~3% improvement in fuel efficiency with Selective Catalytic Reduction (SCR) technology in combination with Common Rail System (CRS). Integration of Inline pump with an electronic governor provided Genset manufacturers a robust system solution for the upcoming Central Pollution Control Board (CPCB) - Bharat Stage 2 norms planned for introduction in the year 2013.

Gasoline Systems Division witnessed a tough market situation in 2012 driven by the economy slow down and also the price parity effect between gasoline and diesel fuel affecting the gasoline Passenger Car segments. This has resulted a de-growth of 9.4% in 2012. However, the past year witnessed good market response for the 2 Wheeler EMS with continued interest from OEMs.

Starter Motors and Generators registered an impressive growth of 51.1% for the second consecutive year powered by New Base Line Generators both in the domestic and export market and also increasing the share of business with already existing products, thus doubling their turnover in two years. The division achieved significant overall productivity improvement over the previous year.

The division received recognitions from the customers Volkswagen and Ashok Leyland for Quality and ramp-up support.

The Automotive Aftermarket division recorded a turnover of Rs. 1,917 crores in 2012; with a growth of 9.6%. This included over 25% growth in 2 wheelers and almost 20% growth in Passenger Car business. The division received Quality awards from its customers Bajaj and Mahindra & Mahindra. In our endeavor to get closer to our customers, two new sales offices were established in the year 2012 - one in Jodhpur (Rajasthan) and the other at Jabalpur (MP). Aggressive network expansion at primary and secondary trade level continued and more than one new customer appointed per day to create demand in the slowing markets. eFOCuS, the Dealer ERP system, was implemented at ~250 distributor locations. Innovative customer binding programmes have resulted in increased demand generation from retailers and mechanics.

A new workshop module Bosch Tractor Point was launched; Express Bike Service was rolled-out across India. Novel training concepts such as Mobile Training Van, web-based Training portal, 2 Wheeler Training Concept were the other launches. Totally more than 25000 people were trained across the country in 2012. Bosch System Technicians (BST), hitherto available to Bosch Diesel Service, was extended to Bosch Car Service personnel in 2012. A new Annual Maintenance Contract (AMC) kit to strengthen the Quality standards of Bosch Diesel Service workshops was released. The year 2012 witnessed increased market coverage across vehicle segments through launch of new part numbers and seven new suppliers were taken on board. The division acquired the Diagnostic Tools & Technical Services Solutions business from SPX India to strengthen the Company''s presence in the diagnostic business area. SPX Diagnostics team launched 9 new test equipments for the Indian market in the year 2012.

Industrial Technology Packaging Technology

In line with the general business scenario, Packaging Technology division recorded a moderate 8.7% growth in 2012.The Confectionery division grew by about 56%.

The focus in the year 2012 was on the development of SVI (Vertical form fill Seal machine), Twin SVI basic machines for the market. The machines were showcased at the industrial exhibitions held at Mumbai and New Delhi in 2012.

The belt weigher was another significant addition to our portfolio as it is a locally developed product and showcases our development capabilities on a global platform. With the new FDI policy in retail, we anticipate higher expectations from our customers in choosing suppliers with capabilities to provide complete solutions to their packaging needs. Industrial Equipment

The Industrial Equipment division registered an overall growth of 12.1% both in the internal and external market segments. The division exported Special Purpose Machinery items to Bosch works in Europe and China during the year 2012.

Consumer Goods and Building Technology Power tools

The Power Tools division achieved an impressive growth of 16.7% thus sustaining its consistent record of strong double digit growth over the last decade in India. The division successfully opened 49 Bosch System Specialist Stores(BSS) in 2012. Also, for the first time, the division in partnership with Swan Machine Tools launched Accessorize -its exclusive Power tools Accessories store in July at Ahmedabad with a 100% focus on Accessories. Skil Hand tool was launched for the first time in India as lifestyle designer tools for home use and achieved an amazing success. The division in association with National Institute of Design (NID) launched a nationwide design contest called "India Changers" to recognize industrial design projects that use innovative design concepts to create socially relevant solutions for the betterment of India.

Security Technology

Security Technology business posted an impressive 31.4% growth in sales for the year 2012 compared to the sales achieved in 2011. Business unit of Video Systems made the highest contribution to this, growing at 29% over the last year. During the year 2012, the division enhanced its local product portfolio by releasing a new range of highly competitive mixer-amplifiers. The division participated in key Industry Trade shows - IFSEC, Secutech and PALM Expo, few of the key trade shows in the industry, in addition to certain road shows in key cities across India, to strengthen the brand presence and product exposure to target audience.

Solar Energy

The division started the year 2012 with the commissioning of 1 MW solar project which installed Bosch solar photo voltaic panels. The division also got empanelled as a certified channel partner for system integration, with the Ministry of New and Renewable Energy. With the empanelment, Bosch Limited can directly offer Government benefits to its customers. The division faced challenges due to accelerated price erosion of solar panel prices and is now focusing on the crystalline technology based solution.

Thermo Technology

New manufacturing facility was setup in the last quarter of the year 2012 at Kumbalgodu, Kengeri- Hobli, Bangalore, and the division geared up for the series of manufacturing of solar flat plate collectors, solar thermal water heaters and accessories upon completing validation trials in the current year 2013.

Competition and challenges in our business sectors

As in other regions of the world, the year 2012 was a challenging year for the Indian automotive industry.

The demand fluctuation from customers owing to the slowdown and weak market sentiments put additional pressure on the manufacturers. High inflation and adverse foreign exchange increased the cost pressures and challenged the businesses across all domains.

However, the Company continuously strived to capture every opportunity with its efficient processes and systems. The Company also paced itself with the changing requirement of the market and its developments. The Company has always considered its people as its most valuable asset and this has always been its core strength. Though the business growth in the year 2012 has been far from satisfactory, the year 2013 seems even more challenging but not without its fair share of opportunities and growth. The Company aims to continue its successful march ahead by focusing on customer satisfaction and meet expectation of all stakeholders.

Plants

Bangalore

In the year 2012, the Bangalore Plant attained moderate production level in all its products viz., Inline Pumps, Elements, Delivery Valves, Common Rail Pumps, Glow Plugs and Single Cylinder Pumps. The Plant had a big challenge in 2012 due to drop in customer demand which led to huge pressure on cost and flexibility. However, the Plant successfully tackled the productivity by taking measures such as inventory reduction, budgetary control, temporary closures and manpower re-deployment.

For the first time in the history of Bangalore Plant, the Bosch Board of Management from Germany comprising of eight Board members visited the Plant and the Technical Centre in Feb''12. The Bosch Board of Management were highly appreciative of how a Plant more than half a century can churn out market relevant products that are high on technology but low on costs.

The Plant received the "Golden Peacock Environment management Award" for excellence and ''Greentech Safety Award'' for EHS best practices. The young team of Managers from the Plant became the National Champions for Young Managers (NCYM) in a competition and were the winners as well as runners at National level.

Nashik

The Nashik Plant has achieved the highest production levels in Common Rail Injectors (CRI) by crossing a milestone of 2.5 million production mark. The Plant produced 50 million DSLA Nozzle. In the conventional products, the Plant faced sharp fall in demand due to general sluggishness in the market. To reduce the adverse impact of underutilisation of capacities, the Plant strongly focussed on cost reduction measures. Though, the Plant went through a tough time, it saw the year 2012 as an opportunity to closely review all the processes and improve in all areas to prepare for the future to meet the market demand. The Plant invested ~ 3,600 Mio INR for mainly expanding the capacity in CRI and for building a new production hangar.

The Plant was recognized with the "CII-EXIM Bank''s Prize in Business Excellence" for the year 2012. It was also awarded with the ''Greentech Safety Award 2012 (Silver)'' for outstanding achievements in Safety Management and "Bajaj Gold award 2011 to 2012" towards achieving and sustaining its quality of products. Seven apprentices from the Bosch Vocational training Centre (BVC) of the Plant won 1st and 2nd positions in the 24th Regional Work Skill Competition conducted by the CII and Director General of Employment & Training, Maharashtra.

Jaipur

Jaipur Plant produced its four millionth VE Pump in the year 2012. The Plant has successfully transferred VE components from Bangalore to Jaipur and initiated an all important strategic project on ''End of Production'' (EoP) at Feuerbach, Germany. This has reduced Value chain complexities and increased its cost competitiveness. Also, the Plant has created ready to use production space with state of the art facilities for further potential expansion.

The Plant was honoured with CII-EXIM Bank''s

''Commendation for significant achievements in Business Excellence'' award for the year 2012. The other awards received were: Co-creation award from M&M, Quality improvement award from KOEL, Smiley award from M&M, the national award for excellence in Water Management by CII, Best Employer Certificate by Rajasthan Government, AIMA Award for Best CSR Practices leading towards Responsible Business & Sustainability, an award from RIICO (Rajasthan Industrial Corporation) for Commendable Performance in Efficient Water use and Energy conservation award from Rajasthan Government.

Naganathapura

In the year 2012, good productivity improvement of the products manufactured was achieved by the Plant with substantial ramp-up. The Plant recorded major milestones in the production of NBL Generators in 2012.

Increased localization of power train sensors, accelerator pedal and fuel supply modules were the other highlights in the Gasoline system Plant. Improvements in Environment Health and safety were achieved.

Verna (Goa)

The year 2012 witnessed a very significant milestone for the Verna Plant. The year saw the scheduled completion of the construction activities for the new Plant that had commenced in 2011, and the same was inaugurated on the 10th of August 2012 by the Honorable Chief Minister of Goa in the presence of senior Bosch officials as well as our key suppliers and customers. The new facility has provided the division with the right platform to scale to greater growth levels in the coming years.

The Plant augmented internal processes by introducing "Project Management'' as one of its key process, the BPS initiatives also stabilized with the Point CIP, Flow production, and various process improvements contributing to reduced lead times. The Plant''s Supply Chain continued to focus on cost reduction initiatives, vendor development and lean inventory management.

Industrial Relations

Industrial relations at all Plants and other establishments continued to be cordial through out the year 2012. Various bipartite and tripartite settlements were signed by different Plants on issues that concerned the management and the workmen in a cordial atmosphere. On the expected expiry of the Long Term Settlements in three of the Plants on 31.12.2012, the respective Unions have submitted their charter of demands, for the consideration of the management, and the same are under the active consideration for negotiations along with the management proposals.

Information Technology (IT)

The annual assessment of the maturity of IT enabled business processes showed further improvement during the year 2012 on all seven dimensions - significant improvements in the areas of process organization, authorizations, documentation, training and communication.

A portal based solution was implemented to track goods in transit with the freight forwarders prior to being received by the customers. Electronic Data Interchange (EDI) of customer schedules and advanced shipment notifications was implemented with one customer. New IT tools and central authorizations concept was implemented which supported the purchase group and purchase organization harmonization across the region.

An initiative in the Bangalore Plant and corporate areas that focused on removal of unwanted and obsolete IT hardware, software and clean up of data on central storage achieved significant savings. This was made possible with the active involvement and enthusiasm of more than 100 internal "Data Security Partners" and more than 1000 IT users.

Change Initiatives Continuous Improvement Process (CIP)

The journey of CIP activities in the Company attained the completion of 2 decades in the year 2012 and during these 20 years CIP has contributed to orient the associates of the Company towards Continuous Improvement mindset. Focus on indirect areas has been improved over the years with the introduction of LeaderCIP approach in the Company. For optimizing repetitive processes (e.g. Machine Ordering Process, Recruitment Process, Customer Complaint Resolving Process), VSDiA (Value Stream Design in Indirect Areas) as an integral part of LeaderCIP, has been gaining a lot of importance since its inception. VSDiA has become most sought tool of CIP in 2012 for optimizing processes in indirect areas. A direction has been set to apply SystemCIP model to bring a clear focus for continuous and proactive improvements even in indirect areas to address application of LEAN philosophy.

Associate level involvement at lower level is being motivated by means of various CIP tools (e.g. Shop Floor CIP, Voluntary Lernstatt Team, Waste Elimination Process) and encouraging them to participate in internal as well as external competitions. Our CIP teams received accolades in the regional competitions. Deep rooted CIP philosophy practiced in the Company helped to bring increased amount of savings in the difficult year of 2012 in comparison to 2011 by means of systematic improvements.

Bosch Production System (BPS)

BPS has been playing a prominent role in the

Company in bringing improvements on the shop- floor by following principles and approach of Bosch Production System. To improve upon the understanding of associates regarding BPS implementation, 2 days'' BPS Basic program has been launched. This program has replaced the earlier 3 days'' "BPS 100" training program inline with the recent learning to give focus to implementation related with goal/s achievement rather than just addressing the principles of BPS. Further, to improve upon the contribution of process planners in the progress related with BPS implementation, "Leading BPS Plant - Process Planners" module has been launched.

The assessment methodology being used as part of BPS implementation progress has been instrumental in improving important aspects on shop-floor for improving BPS implementation maturity in conceptualization and execution. Considerable improvements in Leveling, Lean Line Design and reduction in Performance losses have been achieved in 2012.

Diesel Systems Business Excellence

The Diesel Systems Business Excellence integrates the various cross functions in the Plants and aligns them towards meeting the Company''s Diesel Systems Business (INDS) Vision and Mission. This has been implemented at all the Diesel Systems (DS) manufacturing Plants in India viz., Bangalore, Nashik and Jaipur. The Company adopted the European Foundation for Quality Management (EFQM) model of Business Excellence to improve the organization''s effectiveness in a holistic manner.

The Company carries out regular assessments at all Diesel Plants as a health check in order to continuously improve the systems and processes in its journey towards Business Excellence. Key performance indicators are measured to enable the achievement of required results as a cause and effect with respect to all the key stakeholders. INDS is striving towards institutionalizing a culture of ''Living Business Excellence'' as ''Business Excellence at work'' by incorporating the same in the INDS Vision & Mission. The strategic measures / targets are deployed across Plants & connected corporate functions through Policy Deployment process.

INDS has won many accolades in this exciting journey. Diesel Systems, India as a business unit was assessed for the first time in 2012 by a team of senior management from DS worldwide with an external EFQM lead assessor. INDS achieved a milestone equivalent to the EFQM ''Recognized for Excellence'' (R4E) level. Bangalore Plant won the coveted ''CII- EXIM Bank award for Business Excellence'' in 2009, Nashik Plant won the ''CII -EXIM Bank Prize for Business Excellence'' in 2012 and Jaipur Plant was recognized with ''Significant Achievement on Journey towards Business Excellence'' in 2012.

Bosch Vocational Centre

The year 2012 was devoted to intensify training of Associates (workmen and staff) and sustaining of our excellence in the field of training in the country.

Bosch Vocational Centre conducted and extended its support to various programs such as On Job Training, Skill Enhancement Training, CIP & 5S, Quality and Safety, Training Program on Mechatronics, Advanced Measurement Technique, Pneumatics, Hydraulics & CNC, Need based programmes like OHSAS, TPM and Knowledge Sharing Sessions for Company''s executives.

BVC being the "Best in Class" in the country also sustained excellence in the field of Vocational Training by increasing tally of Gold medal winners to 204. The Company was declared "Best Establishment" in the country for the 44th time.

Awards and Recognition

The Company won several awards, as recognition of the efforts put in by the Company:

- ''Overall Silver award'' for vendor performance at the Maruti Suzuki India Ltd (MSIL) Vendor Conference held at Bangkok in May 2012.

- ''President''s Award'' conferred by Mahindra and Mahindra on Bosch Limited, Diesel Systems for outstanding overall performance for the year 2011-12 at the vendor conference held at Prague in May 2012.

- ''Sustainable Initiative on Reusable Packaging Award'' at the Cummins Vendor Conference held at Pune in June 2012.

- ''Best Supplier of 2012'' award by New Holland Fiat India (P) Ltd (NHFIL) for all-round support given to NHFIL on Fuel Injection Systems for TREM3A Tractors.

- ''Car India & Bike India award 2013'' for being the Automobile Component Manufacturer of the Year 2013 held at Mumbai in January 2013.

Bosch India Foundation

Bosch India Foundation (BIF), the Trust of the Bosch companies in India, was able to reach out to an additional 5,700 youths in 2012. Of the two focus areas of Vocational Skill Development and Health care, the growth in activity was higher in the area of vocational/ skill training. Through 30 new proposals in 2012, BIF was able to start activities in new locations such as Pune, Nashik, Kolkatta, Kolar, Mysore, Udupi, Hassan, Wayanad and Ernakulam. BIF partnered with 20 new NGO''s taking the partnership base to a total of 35. Each partnership was of immense value as it helped the BIF to reach out to those communities and localities that the NGO''s served and had in-depth connection. In 2012, BIF partnerships offered short duration training in 32 trades. Three new areas that the Foundation made an entry was in supporting vocational training to

i) specially-abled youth

ii) construction workers and

iii) rural farmers.

Subsidiary Company

As the aggregate assets and income of MICO Trading Pvt. Ltd., as on December 31, 2012 is not material, no consolidated financial statements under Accounting Standard 21 "Consolidated Financial Statements" as notified under section 211(3C) of the Companies Act, 1956, has been prepared.

As required under Section 212 of the Companies Act, 1956, annexed hereto are the Audited Statement of Accounts, the Report of the Board of Directors and Auditors'' Report for the year ended 31st December 2012 of MICO Trading Pvt. Ltd.

Directors

Mr. Bhaskar Bhat joined the Board as Additional Director and Independent Director with effect from 01.01.2013.

Mr. Bhaskar Bhat, aged 58 years, is a B.Tech (Mechanical Engineering) from IIT Madras (1976) and has the Post Graduate Diploma in Management from IIM Ahmedabad (1978). He started working as a Management Trainee at Godrej & Boyce Manufacturing Company Private Limited in 1978. After spending five years in Godrej, he joined the Tata Watch Project which was initiated at Tata Press Limited. Since 1983 he has been associated with the Tata Watch Project which later became Titan Watches Limited and is now Titan Industries Limited. Presently, Mr. Bhaskar Bhat is the Managing Director of Titan Industries Limited and is responsible for Sales & Marketing, Human Resources, International Business and general managerial assignments of the company.

Mr. Bhaskar Bhat is a member of the Governing Council at the T.A. Pai Management Institute, Manipal and the SDM Institute of Management and Development, Mysore. He was appointed as the Chairperson of the Board of Governors at the new National Institute of Technology established at Uttarakhand. He received Distinguished Alumnus Award in IIT Madras in 2008. He was conferred the Qimpro Gold Standard Award for Business in February 2010. He won the Most Admired Retail Professional of the year 2011 at the India Retail Forum 2011 and distinguished Alumnus Award in IIM Ahmedabad in November 2011. He was ranked as the 4th CEO in a survey conducted by the Business Today, INSEAD and Harvard Business Review.

Mr. V.K. Viswanathan retired as Managing Director of the Company with effect from the close of office hours on 31.12.2012. However, he continues as Director and Vice Chairman of the Board from 01.01.2013.

Dr. Manfred Duernholz ceased to be Joint Managing Director from the close of office hours on 31.12.2012 consequent to assuming responsibility for leading projects in Diesel Systems, Robert Bosch GmbH.

The Board of Directors places on record their deep appreciation of the outstanding contributions made by Mr. V.K. Viswanathan and Dr. Manfred Duernholz to the growth and profitability of the Company.

With effect from 01.01.2013, the Board of Directors of the Company appointed Dr. Steffen Berns as Additional Director and Managing Director of the Company responsible for Automotive Aftermarket, Starters and Generators, Power Tools, Security Technology, Solar Energy & Thermo Technology and Engineering.

Dr. Steffen Berns, aged 50 years, studied Mechanical Engineering at Darmstadt Technical University, Germany, and got a Doctorate in Engineering from the Technical University of Aachen, Germany. He served the Company as General Manager-R&D and OE Sales during the years 1996 -1998. From 1998 to 1999 he held the position as President of Robert Bosch India Ltd. (Presently Robert Bosch Engineering and Business Solutions Ltd.). He then went back to parent company Robert Bosch GmbH as Senior Vice- President, Diesel Systems, responsible for Engineering Control Units and Sensors and since 2006 as Executive Vice President, Gasoline Systems division. He joined the Company from 01.09.2012 and became the Managing Director of the Company w.e.f. 01.01.2013.

With effect from 01.01.2013, the Board of Directors of the Company appointed Mr. Soumitra Bhattacharya as Additional Director and Joint Managing Director of the Company responsible for Finance and Administration, IT Co-ordinator and Diesel System Business in India. Consequent, to his appointment as Joint Managing Director, Mr. Bhattacharya ceased to be Alternate Director to Dr. B. Bohr from the close of office hours on 31.12.2012.

Mr. Bhattacharya, aged 52 years, is a graduate in Commerce and a Chartered Accountant. He has been associated with the Company since 1995 and has a valuable experience for over 27 years in the areas of Finance, Accounts and entire commercial functions including HR, Legal, Tax, systems etc. He served as a Commercial Director of Robert Bosch, Turkey. Prior to this assignment he served as Vice President responsible for the Commercial and Administration functions at the Company''s Plants at Nashik and Jaipur. He worked in Stuttgart, Germany, during 1998-99 on deputation to parent company Robert Bosch GmbH as General Manager at the Feuerbach Plant. He was Executive Director responsible for Finance and Administration of the Company until 31.12.2012 and became Joint Managing Director of the Company from 01.01.2013. He was also Alternate Director to Dr. B. Bohr during the period from 01.07.2011 to 31.12.2012. Mr. Bhattacharya is Vice Chairman of Confederation of Indian Industry, Karnataka State Council and Chairman of the Consumer Affairs and Anti-Counterfeiting Committee of Automotive Component Manufactures Association of India.

Names of companies/firms in which Directors of the Company hold/held office as Director/Partner are given below:

Dr.A.Hieronimus

- MindTree Ltd. (Vice Chairman)

- Bosch Rexroth AG (Member of Supervisory Board)

Mr.V.K.Viswanathan

- Robert Bosch Engineering and Business Solutions Ltd. (up to 31.12.12)

- Bosch Rexroth (India) Ltd. (up to 31.12.12)

- Bosch Chassis Systems India Ltd. (up to 31.12.12)

- Bosch Automotive Electronics India Private Ltd. (up to 31.12.12)

- Bosch Electrical Drives India Private Ltd. (up to 31.12.12)

- MICO Trading Private Ltd. (up to 31.12.12)

- BSH Household Appliances Mfg. Pvt. Ltd.

- FLSmidth Pvt. Ltd.

- Robert Bosch (Bangladesh)Ltd. (up to 01.02.13)

- Indo-German Chamber of Commerce (President)

- Confederation of Indian Industry (Committee Member, Southern & National)

Dr. B. Bohr

- ZF Lenksysteme GmbH (Chairman of Supervisory Board)

Mr. B. Steinruecke

- FAG Bearings India Ltd.

- Zodiac Clothing Company Ltd.

- HDFC ERGO General Insurance Company Ltd.

- Apollo Munich Health Insurance Company Ltd.

- Indo German Chamber of Commerce (Director General)

Mr.B.Muthuraman

- Tata International Ltd.(Chairman)

- Tata Africa Holdings (SA) (Pty) Ltd.(Chairman)

- Tata Steel Ltd. (Vice Chairman)

- Tata Industries Ltd.

- Tata Steel Europe Ltd.

- Tulip UK Holdings No.2 Ltd.

- Tulip UK Holdings No.3 Ltd.

- Tata Incorporated, New York.

- Strategic Energy Technology Systems Ltd.

Mrs. Renu S Karnad

- HDFC Property Ventures Ltd. (Chairperson)

- Credila Financial Services Pvt. Ltd. (Chairperson)

- HDFC Education and Development Services Pvt. Ltd. (Chairperson)

- Housing Development Finance Corporation Ltd. (Managing Director)

- HDFC Asset Management Co. Ltd.

- HDFC ERGO General Insurance Co. Ltd.

- HDFC Standard Life Insurance Co. Ltd.

- Credit Information Bureau (India) Ltd.

- GRUH Finance Ltd.

- HDFC Bank Ltd.

- AKZO Nobel India Ltd.

- Indraprastha Medical Corporation Ltd.

- Feedback Infrastructure Services Pvt. Ltd

- G4S Corporate Services (India) Pvt. Ltd.

- Value and Budget Housing Corpn(India)Pvt. Ltd

- Lafarge India Pvt. Ltd.

- EIH Ltd.

- HT Parekh Foundation

- WNS Global Services (P) Ltd.

- HDFC PLC, Maldives

Mr. Prasad Chandran

- BASF India Ltd. (Chairman and Managing Director)

- BASF Asia Pacific (India) Pvt. Ltd. (Chairman)

- BASF Lanka Private Ltd. (Chairman)

- BASF Catalysts (India) Pvt. Ltd.

- BASF Bangladesh Ltd.

- BASF Grameen Ltd.

- Indo German Chamber of Commerce. (Committee Member)

- Federation of Indian Chamber of Commerce. (Executive Committee Member)

- Bombay Chamber of Commerce and Industry. (Managing Committee Member)

- The Energy and Resource Institute (Committee Member)

Mr. Bhaskar Bhat (from 01.01.2013)

- Tata Ceramics Ltd. (Chairman)

- Virgin Mobile India Pvt. Ltd. (Chairman)

- Titan Industries Ltd. (Managing Director)

- Titan Properties Ltd.

- Titan International Middle East FZE

- Titan Watches & Jly Intl. (Asia Pacific) Pte. Ltd.

- Titan International Marketing Ltd.

- Trent Ltd.

- Titan Time Products Ltd.

- TA Pai Management Institute, Manipal (Member of Governing Council)

- SDM Institute of Management, Mysore (Member of Governing Council)

- Jain University (Member of academic Council)

- National Institute of Technology, Uttarkahand (Chairman, Board of Governance)

- The Titan Foundation for Education (Chairman)

Dr. Manfred Duernholz (up to 31.12.2012)

- MICO Trading Pvt. Ltd. (up to 31.12.12)

Dr. Steffen Berns (from 01.01.2013)

- Robert Bosch Engineering and Business Solutions Ltd.

- Bosch Automotive Electronics India Private Ltd.

- MICO Trading Private Ltd.

- Robert Bosch(Bangladesh)Ltd. (from 01.02.13)

Mr. Soumitra Bhattacharya (from 01.01.2013)

- Bosch Electrical Drives India Private Limited

- MICO Trading Private Limited

- Automotive Component Manufacturers Association of India (Chairman of Consumers Affairs and Anti-Counterfeiting Committee)

- Confederation of Indian Industry (Vice - Chairman, Karnataka State Council)

Dr. Hieronimus and Mr. B. Steinruecke are liable to retire by rotation and offer themselves for re- election.

Dr. Hieronimus, aged 65 years, holds a Diploma in Mathematics from the University of Cologne, Germany. He joined Mannesmann AG in 1979 and held senior positions responsible for materials management, sales and operation planning in the Mannesmann Group companies in Germany. In 1990, he became a Member of the Management Board of Mannesmann Demag Baumaschinen GmbH and later of the Board of Management in Mannesmann Rexroth GmbH. From 1997 to April 2001, he was a Member of Executive Board of Mannesmann Rexroth AG, Germany and continued in that position till August 2003, upon the takeover of Rexroth AG by Robert Bosch GmbH. Dr. A. Hieronimus was Managing Director of the Company from 01.09.2003 and consequent upon assuming new responsibility from 01.02.2008 as Chairman of the Board of Directors of Bosch Rexroth AG, he ceased to be the Managing Director of the Company from 01.02.2008. The Board of Directors appointed Dr. A Hieronimus as Chairman of the Company from 01.02.2008. Dr. Hieronimus holds 640 shares in the Company. He is a member of Audit Committee and Shareholders''/Investors'' Grievance Committee of the Company. He is also the Chairman of the Shareholders''/ Investors'' Grievance Committee and a member of the Audit Committee in MindTree Limited.

Mr. B. Steinruecke, aged 57 years, studied Law and Economics in Vienna, Bonn, Geneva and Heidelberg. He has a Law degree from the University of Heidelberg and passed the Bar Examination of the High Court of Hamburg. He worked with Coopers and Lybrand, Hamburg before joining Deutsche Bank in 1984 and rose to become General Manager of the Mumbai Branch and Joint Chief Executive Officer of Bank''s operations in India. Later, he became the Managing Partner and Speaker of the Board of the ABC Privatkunden-Bank, Berlin. In July 2003, he became the Director General of Indo -German Chamber of Commerce. Mr. Steinruecke is an Independent Director of the Company, Chairman of Shareholders''/Investors'' Grievance Committee, member of Audit Committee, Remuneration Committee and the Share Transfer Committee of the Board. He does not hold any shares in the Company.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to the Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

Corporate Governance

A Report on Corporate Governance approved by the Board of Directors of the Company and a certificate from the Practicing Company Secretary is set out in the Annexure to the Directors'' Report. The Company has fully complied with the Corporate Governance practices specified under the Companies Act, 1956, and the listing agreement with the Stock Exchanges.

A Code of Conduct for Directors and Senior Management, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy, Rules and Regulations of Service Conduct for Managerial and Superintending Staff, Code of Business Conduct etc., effectively support the Corporate Governance processes.

A Management Discussion and Analysis Report also accompany this report.

Business Responsibility

Pursuant to clause 55 of the listing agreement, listed companies are required to submit Business Responsibility Report as part of their annual report covering the principles enunciated in the said clause. Accordingly, a report on Business Responsibility is set out in the annexure to this Directors'' Report. The report covers all activities connected with Corporate Social Responsibility undertaken by the Company in the year 2012.

Energy, Technology, Foreign Exchange, etc.

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(1)(e) read with The Company''s (Disclosure of Particulars in the

Report of Board of Directors) Rules, 1988, is set out in the Annexure to the Directors'' Report.

Auditors

M/s. Price Waterhouse & Co., Bangalore, (Regn. No. 007567S) Chartered Accountants, the retiring auditors, are eligible for re-appointment.

Directors'' Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

Acknowledgements

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra, Rajasthan and Goa for the support given to the Company. The Directors also thank all customers, dealers, suppliers, financial institutions and banks, members and others connected with the business of the Company for their co-operation.

For and on behalf of the Board of Directors

Bangalore Albert Hieronimus

27th February 2013 Chairman

---

Dec 31, 2011

The Directors have pleasure in presenting their SIXTIETH Annual Report together with the Audited Statement of Accounts for the year ended 31st December, 2011.

Financial Results

The following are the financial results:

(Rs. Million)

2011 2010

Net Sales (excluding recovery of duties and taxes) 79,294.7 66,305.0

Of which Export Sales 10,344.1 8,460.7

Profit before tax 15,739.9 12,027.9

Less: Provision for tax 4,710.0 3,660.0

Add: Deferred tax and tax adjustments relating to earlier years 195.7 221.1

Profit after tax 11,225.6 8,589.0

Appropriations:

Dividend:

- Dividend recommended at Rs. 50 per share (previous year: Rs. 40 per share) 1,569.9 1,255.9

- Special dividend at Rs. 85 per share 2,668.9 -

Tax on Dividend 254.7 208.6

Tax on Special Dividend 432.9 -

General Reserve 5,000.0 3,750.0

Capital Reserve - 0.6

Reversal of Dividend

Distribution Tax (4.8) (3.6)

Balance carried forward 1,304.0 3,377.5

Total 11,225.6 8,589.0

Net sales for the year 2011 grew by 19.6%. The Profit Before Tax (PBT) in 2011 as a percentage of net sales was at 19.8% as compared to 18.1% in 2010. The Profit After Tax (PAT) as a percentage of net sales was 14.1% in 2011 as against 13.0% in 2010.

Material costs as a percentage to sales increased to 56% in 2011 as compared to 54.3% in 2010.

Overall, the Profit Before Interest, Depreciation and Taxes, for the year shows an increase of 22.7% over the previous year.

Investments

Capital investment during 2011 was higher than previous year, at Rs. 6,587 mio. as against Rs. 3,021 mio. in 2010.

Dividend

The Board of Directors recommends a dividend of Rs.50 per equity share for the year 2011 as against a dividend of Rs.40 per equity share in 2010. This dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

A special dividend of Rs.85 per equity share was paid to the shareholders in 2011, on the occasion of 125th anniversary of Bosch and to commemorate 60 years of the Company since its incorporation in the year 1951. The total dividend payout for the year 2011 is at Rs.135 per equity share.

Business Situation

The automotive market was upbeat in the first half of the year 2011, continuing the growth momentum from the previous year. However, poor market sentiments, increased food & fuel prices and interest rates took their toll, what with the sale of passenger cars in October 2011 falling to the lowest in two years forcing the industry to slash forward looking forecasts. The widening price differential between petrol and diesel has further favoured the demand for diesel cars. This notwithstanding, OEMs continued to launch new models in all market segments especially passenger cars. Overall, the automotive sector was able to sustain double digit growth aided by a solid performance in the first half of the year 2011 and partially aided by stable rural demand.

Segment-wise, the commercial vehicle sector leads the pack with a strong 22% growth in 2011 over the previous year. Within this, Light Commercial Vehicle (LCV) segment grew by 30% driven by robust demand for sub 3.5 ton LCVs. Tractor segment continued to grow strongly with a 24% growth over 2010 backed by a bumper agricultural output. Two Wheeler and Three Wheeler segments registered a growth of 18% and 15% respectively.

In view of the above scenario, the Company outperformed expectations with sales from the automotive segment growing by 19.1% and exports breaking previously achieved records and clocking the best ever performance at Rs.10,344 mio. with a growth of 22.3% over 2010.

Our non-automotive business grew by 28.5% in 2011 as compared to 2010. This growth is mainly attributed to strong performance in the Power Tools, Packaging and Machine Building divisions.

Automotive Technology

Diesel Systems business grew by 19.2% in the year 2011 despite the ups and downs witnessed by the automotive market in 2011. The Diesel Systems business continued to drive focused innovation on the value line Common Rail System (CRS) for Light Commercial Vehicles as also simplification of the

CRS for small engines to create value propositions for our customers. These value offerings have helped the Company bag significant orders from key OEMs amidst stiff competition. The growth would have been much higher for the Diesel Systems business, but for the sluggishrtess experienced in the second half of the year mainly in the passenger car segment which grew by just 7% over previous year. Within this, there was a clear shift in the market from Gasoline to Diesel passenger cars owing to the high price differential between the two fuels.

Gasoline Systems business suffered a slowdown in 2011 and posted a de-growth of 6.4% due to reduction in passenger car sales consequent to gasoline price increase. The division introduced the first 2 Wheeler Engine Management Systems (EMS) in series production for a customer project. Focus on system engineering in Low Price Vehicle and 2 Wheeler systems for innovative and cost effective solutions to the Indian market, were the other highlights of the division.

Starter Motors and Generators business witnessed a strong growth of 63.1% in the year 2011 powered by New Base Line Generators both in the domestic and export market. The division also achieved overall productivity improvement over previous year.

In the year 2011, the division introduced "Thermal Protected Starters" for Commercial Vehicle applications, which is an Indian platform project going global. The division added renowned global OEMs to its portfolio of customers like Renault, Volkswagen and Ford in 2011. The division bagged "Best Supplier" award from the customer JCB India for delivery and quality.

The Automotive Aftermarket division registered an impressive growth of 15.2% in the year 2011. This continuous growth over the years is made possible owing to the division's expanded footprint in the market through roll-out of new concepts/ modules such as Express Bike Service (EBS), Tractor Points(TP) as well as extension of existing service networks at both 1st and 2nd Trade Level. The IT tools and systems (e.g. e FOCuS, FR Portal {for Field Representatives}) were also introduced for better sales and dealer management. Customer binding and brand building initiatives further boosted our market competitiveness. Infrastructure projects including new sales offices and warehouses successfully completed in the year 2011, for better customer responsiveness.

The OE filters, spark plugs and OE service blocks recorded highest ever sales and acquired new customers. New products from the Diagnostics Centre of Competence were successfully launched in line with 'local-for-local' strategy. With one new part number released per working day, the market coverage of all the Company's products further increased across vehicle segments.

Industrial Technology

Packaging Technology (Verna (Goa) Plant)

The year 2011 was the most defining year for the Packaging Technology division as it achieved the highest turnover with 40% growth over 2010. At the end of the first quarter of 2011, the division bagged the single largest export order for a record number of 60 machines. This project was successfully executed and the machines delivered within the time frame.

The division expanded its product portfolio with the development of a low cost candy wrapping machine. This machine was also exhibited at Interpack, Germany, for business promotion and was well received. On the vertical baggers, it had a very successful launch of SVI2600 B, at the India

Packaging Show in Delhi. A host of features like low height, high output and easy accessibility allow for improved packaging efficiency. During the same occasion, the Belt weigher FBW4021B was previewed, which offers high output and accuracy.

The division continued its success with the horizontal form fill and seal machines bagging orders from some of the most prestigious customers in India. It also executed first local order for pharmaceutical machines of MLF and FLC lines.

The year 2011 was also the year the division took up construction activities for its new Plant. The enhanced capacity will provide the division with the right platform to scale higher growth levels.

Industrial Equipment

The Industrial Equipment division registered a good growth of 53.1% in the year 2011. Business with the Company's customers grew by 23% in a highly competitive market.

New and prestigious customers from the Auto and Electrical equipment sectors were added to the Company's customer list. The division witnessed a substantial growth in Tool Room activities during the year 2011. Exports to Europe were also an important achievement. The division focused on building up of skills for the manufacture of machines and equipments to meet international standards.

Consumer Goods and Building Technology Power tools

The Power Tools division achieved an impressive growth of 22% in the year 2011 making 'PT India' one of the few countries to register a consistently strong growth in the last 4 years.

In 2011, the division launched its new state-of-the- art training center in Bangalore created with an investment of Rs.50 mio. making it one among the largest training centres in the Bosch PT world. With this initiative, Bosch PT India becomes the first Power Tool player in the country to offer advanced training programmes to its customers and end users.

Also launched in the year was the Fischer Exclusive Store at Kolkata to provide anchoring solutions to meet the growing demand in the region. The division inaugurated 'Bosch System Specialist' stores in nine cities across the country including one at Goa which is the largest of its kind in the world. In the year 2011, Bosch Power Tools India marked the 125th anniversary of Bosch through an innovative campaign called 'Power Drive 125' spread across 20 different locations in the country.

The division continued to supply tightening and pneumatic system solutions to major automotive OEMs such as Volkswagen, General Motors, BMW and Mercedes Benz in India. Localization was one of the core focus areas of the division. Manufacturing of a 2kg Hammer began at the Bosch Power Tools Plant in Bangalore making it only the third Plant in the Bosch Power Tool World to do so. Bosch Accessories showcased tremendous growth by crossing Rs.100 crores turnover mark in 2011 doubling the turnover in two years, rising to No.3 position. The division bagged the Gold and Silver medals at the prestigious 'TOOLYMPICS' contest-2011, in recognition of the various innovative market oriented activities.

Security Technology

The Security Technology division achieved 18.4% growth in the year 2011 compared to 2010. The division launched its distribution business for Video System Products under the Brand name of' Advantage Line'. It established a new business -'Engineering Solutions & Software', catering to large integrated projects.

There were numerous key projects for the year 2011. To mention a few - a prominent racing circuit, various state assemblies, a major airport, steel plant and power plant.

The division participated in IFSEC 2011, lauded as one of the most important trade exhibitions for Commercial & Homeland Security. A full range of security, safety, and communications products from Bosch were showcased at this important platform.

Solar Energy

In the year 2011, the Solar Energy division launched solar energy products and services in India. To capitalize on the potential of the nascent Indian solar photovoltaic market, the division introduced 60 cell mono-crystalline silicon module and Micromorph thin film modules. Along with photovoltaic modules, the division also offered project development services including engineering, procurement and construction of solar power plants. Since June 2011, the division delivered 1000 kWp of thin film modules.

Thermo Technology

The Thermo Technology division started its activities in 2011. It ventured into sales and service of industrial boilers coming from Germany and China. The series manufacture of solar flat plate collector, storage tank and mounting structure for domestic and commercial hot water applications are planned in 2012.

Competition and challenges in our business sectors

As in other regions of the world, the year 2011 was a testing year for the Indian automotive industry. In addition to the demand fluctuation from customers owing to the recession, volatile raw material prices aggravated the cost pressures of manufacturers. High inflation and labour issues made it one of the most challenging years to do business in.

However, the Company was among the very few organizations that were able to convert this apparent downside into an opportunity. With efficient processes and systems, the Company ensured that it remained cost competitive, delivering innovation and value to our customers, thereby maintaining its market share.

The Company's aggressive engineering, manufacturing, marketing and sales initiatives will continue into 2012 with renewed vigor, to expand our reach and strengthen the leadership position. Further, our clear long-term focus and sustained investments in future technologies, prepares us for the uncertainities that lie ahead and helps us enhance the Company's value proposition to all stakeholders.

Plants Bangalore

Bangalore Plant attained the highest production level in all its products viz., Inline Pumps, Elements, Delivery Valves, Common Rail Pumps, Glow Plugs and Single Cylinder Pumps in the year 2011.

The Plant invested Rs.185 mio. in 2011 towards expansion projects for meeting increased demand for the products manufactured. A milestone of producing 1 million 'Common Rail Pumps' and 15 million 'A pumps' was reached in the year 2011.

After being awarded the CII-Exim Bank award for Business Excellence at the national level in the year 2009, the Bangalore Plant sustained and further improved on living business excellence through the assessment carried out internally.

Nashik

During the year 2011, the Nashik Plant achieved the highest production levels of Nozzle holder assembly, DSLA Nozzle and Common Rail Injectors. The Plant manufactured the 100 mio. NHA-Injector, which was a new milestone achieved. To keep pace with the growing demand, the Plant made an investment of Rs.2,715 mio. in its production facilities.

The Plant was honored with CII-EXIM Bank's 'Commendation for Significant Achievements in Business Excellence' for the year 2011 as well as the 'Golden Peacock Environment Management Award' from the Maharashtra State Government.

Jaipur

In 2011, the Jaipur Plant achieved its highest production since its inception in the year 1999. The Plant realized the highest ever single investment of Rs.753 mio. towards enhancing the capacities and further expansion.

The year 2011 has also been a year of awards and accolades for the Plant. It received the Best Supplier Award from Tata Cummins, Supply Linearity Award from Ashok Leyland, the National Award for

Excellence in Water Management by CII and the Best Employer Certificate by the Rajasthan Government.

Naganathapura

In the year 2011, substantial ramp ups in New Base Line generator and Hx Starter business were resorted to by the Plant. The Plant achieved a record production of 32 mio. units of Spark Plugs in the year 2011.

Lean Concepts were implemented vigorously in the Plant. Energy conservation measures were put in place during the year. The Plant maintained cordial Industrial relations and the employees of the Plant worked as a team towards achieving better results.

Information Technology (IT)

The maturity of IT-enabled business processes using SAP were assessed and showed improvements over the previous year. A focused effort on improving the usage of planning tools within SAP is in progress. A new Business Intelligence Platform has been put in place to support business reporting requirements and tracking of Key Performance Indicators.

Improvements were achieved in Information Security, Data protection and Control of Authorizations. Formal processes exist to periodically audit and report results.

Change Initiatives

Continuous Improvement Process (CIP)

The year 2011 was a year which had good balance between CIP in Direct areas and Indirect areas. Direct areas showcased their strength with Conventional CIP and LeaderCIP which laid the platform to make improvements in Quality, Cost and Delivery. Conventional CIP enabled all value streams to achieve system CIP targets and LeaderCIP enabled leaders to lay more focus and guide their respective teams in meeting organizational targets. Value Stream Design in Indirect Areas (VSDiA) took a front stage in eliminating waste and in reducing lead time which directly acted as a backbone for direct areas. VSDiA Improvements were effective in Plants as well as in corporate departments within the Company.

Team Oriented Production (TOP), Voluntary Lernstatt Team and Shop Floor CIP increased the involvement in CIP activities in 2011 compared to 2010. LeaderCIP trainings were launched in 2011 across all managerial levels to follow the PDCA-Guided process approach in CIP. The yearly "GLS CIP 2011" was held in order to share good CIP practices across the Company with the participation of Executive Directors. CIP teams received accolades in regional, national and international competitions organised by recognized quality circle forums.

Bosch Production System (BPS)

BPS in 2011 played a very prominent role focusing on a set of guided principles that were implemented in order to achieve business targets of the Company. The focus in 2011 was to improve in three areas viz. "Source, Make and Deliver". The Company won the BPS award in the 'Source' category by establishing good BPS Compliant suppliers. BPS Knowledge training was extended across all Plants with a view to have a common understanding in all areas and to measure the effectiveness within the Company. It was found that value stream managers were orienting / aligning themselves to attain system maturity and business Key Performance Indicator (KPI) targets.

Standardized and Reusable packaging of raw materials and finished goods initiatives helped business divisions to eliminate waste in transportation and adopt environment friendly concepts. In order to reduce lead time, the entire value chain was focused on many localization, cost reduction (RPP) projects, inventory reduction projects were initiated. Shop Floor Management Cycle (SFMC) and TPM models were implemented successfully in many locations.

Diesel Systems Business Excellence

The Diesel Systems Business Excellence (DBE)

integrates the various cross functions in the Plants and aligns them towards meeting the INDS (Diesel Systems India) Vision and Mission. DBE was started in 2005 at the Diesel System manufacturing Plants in India (Bangalore, Nashik and Jaipur) and have adopted the European Foundation for Quality Management (EFQM) model of Business Excellence to improve the organization effectiveness in a holistic manner. Regular assessments are conducted at all Plants as a health check to identify strengths and focus areas to work upon. The RADAR approach is used extensively at INDS where we know the Results that we have to achieve, a clear cut Approach is defined and they are Deployed. Assessment and Refinement help us to continuously improve the systems and processes in our journey towards Business Excellence by enabling maturity of the organisation and its people. Key performance indicators are measured to enable the achievement of required results as a cause and effect with respect to all the key stakeholders.

INDS is striving towards institutionalizing a culture of'Living Business Excellence' as 'Business Excellence at work' by incorporating the same in the INDS Vision & Mission. To deploy this vision theme, INDS long term strategy map has one of the bubbles as 'living BE'. The strategic measures / targets are deployed across Plants and connected corporate functions through Policy Deployment process.

The INDS have won many accolades in this exciting journey. Bangalore Plant won the coveted CII-EXIM Bank award for business excellence in 2009, Nashik Plant won the CII -EXIM Bank Commendation for significant achievements in Business Excellence' for the years 2010 and 2011 and Jaipur Plant was recognized with Commitment to Business Excellence in 2008.

First Strategic Assessment was conducted at INDS in January 2012. Structured assessment document as a description of entire INDS was prepared by strategy/change teams with respect to 15 key business related topics such as innovative products, cost competitiveness etc. A team of senior business leaders from Diesel Systems India and Diesel Systems Bosch lead by an external Assessor from EFQM carried out the assessment and presented the key findings to INDS management. The maturity level of INDS in terms of Business Excellence is currently at a level of'Recognized for Excellence' based on the band of results achieved. Based on key areas of improvements identified during the assessment, teams have initiated projects / measures to further enhance the organizational effectiveness.

Bosch Vocational Centre

The year 2011 is indeed a special year for Bosch Vocational Centre (BVC) since it marked the celebration of Golden Jubilee year for having completed the 50 years of its establishment of the Centre. The BVC was functional as early as 1960. The BVC's valuable services over the past fifty years in imparting technical education and training have benefited many talented young people. Bosch Vocational Centre has the fame of producing young skilled work force meeting the present day requirements of Industries.

BVC won five gold medals for all the five trades participated at the 86th All India Skill Competition for Apprentices organized by the Directorate General of Employment and Training (DGE&T), Ministry of Labour and Employment, Government of India in May 2011.

BVC being the "Best in Class" in the country also sustained excellence in the field of Vocational Training by increasing tally of Gold medal winners to 191. BVC received the 'Best Establishment' Award for the 42nd time. BVC also continuously invests in upgrading facilities and infrastructure to maintain high standards of training.

Awards and Recognition

The Company won several awards, as recognition of the efforts put in by the Company:

- Award for achieving targets in delivery year 2010 by Toyota in April 2011 in the area of "Localization for Etios Project".

- Award from Cummins for the best supplier in the category "Assemblies" at the regional Cummins supplier conference held in Pune in June 2011.

- "Overall Performance of the Year 2010" award from the John Deere at their Supplier meet held in June 2011.

- Tata Motors award for excellence in "Technology and Innovation" at the Tata Motors National Vendor Meet 2011, held in Mumbai in July 2011.

- Bosch Group was awarded the 'Presidents Award' given by Mahindra & Mahindra for overall performance of the Company in streams such as supplies, quality, development and cost effectiveness.

- Recognition certificate from Maruti Suzuki for superior performance in the field of timely capacity enhancement for the year 2010-2011.

- Subros Car & Bike award 2012 in the 'Best Automotive Component Manufacturer' category.

Bosch India Foundation

Bosch India Foundation, with its vision "Enabling Lives and Livelihood", increased its reach to seven locations in India. By the end of its 3rd year of its functioning, the Foundation had benefited 3,515 youth of various underprivileged communities through support of skill trainings and medical projects.

In 2011, vocational trainings were introduced in eight new trades such as automobile service mechanic, tractor mechanic, motor winding, AC mechanic, masonry, carpentry etc., through partnership with 20 committed NGOs who are in close contact with the community and its needs. Yet another highlight was the vocational training support extended to 84 mentally challenged and spastics youth across three locations in India.

The Foundation supported 20 surgeries for young children with complex orthopedic problems and helped them to walk. The surgeries are conducted by Sparsh Vachana to a select set of 200 underprivileged children every year. The Foundation also continued its support to the Gujarat Cleft and Craniofacial Research Institute (GCCRI) which conducts free corrective surgeries for those born with facial deformity.

Industrial Relations

Industrial relations at all Plants and other establishments continued to be cordial excepting Bangalore Plant where the Union and Workmen went on a sudden Tool Down Strike from September 28, 2011, demanding that all outsourcing and ancillarization activities must be stopped. The unreasonable demand was rejected outright by the management and taking note of facts by the State Government of Karnataka, in exercise of powers vested in them vide section 10(3) of Industrial Disputes Act (amendment) 1947, issued orders on October 12,2011 prohibiting the strike forthwith. The Union called off their strike unconditionally on October 13,2011. Normal Plant operations had been restored for all workmen from October 14,2011 The Directors place on record their deep appreciation of the sincere and dedicated teamwork by employees at all levels to meet the quality, cost and delivery expectations of our customers.

Subsidiary Company

As the aggregate assets and income of MICO Trading Pvt. Ltd., as on December 31,2011 is not material, no consolidated financial statements under Accounting Standard 21 "Consolidated Financial Statements" as notified under section 211(3C) of the Companies Act, 1956, has been prepared.

As required under Section 212 of the Companies Act, 1956, annexed hereto are the Audited Statement of Accounts, the Report of the Board of Directors and Auditors' Report for the year ended 31st December 2011 of MICO Trading Pvt. Ltd.

Directors

Dr. Manfred Duernholz has been re-appointed by the Board as Joint Managing Director of the Company for a further period of one year with effect from January 01,2012. The Board also appointed Mr. Soumitra Bhattacharya, Executive Vice President of the

Company as Alternate Director to Dr. B. Bohr with effect from July 1,2011.

Names of companies/firms in which Directors of the Company hold/held office as Director/Partner are given below:

Dr. A. Hieronimus

- MindTree Ltd. (Chairman)

- Bosch Rexroth AG (Member of the Board)

Dr. B.Bohr

- Robert Bosch GmbH (Member of the Board)

- ZF Lenksysteme GmbH (Member of Supervisory Board)

Mr.B. Steinruecke

- Indo German Chamber of Commerce. (Director General)

- FAG Bearings India Ltd.

- Zodiac Clothing Company Ltd.

- HDFC ERGO General Insurance Company Ltd.

- Apollo Munich Health Insurance Company Ltd.

Mr. B. Muthuraman

- Tata Steel Ltd. (Vice Chairman)

- Tata International Ltd.(Chairman)

- Tata Industries Ltd.

- Tata Steel Europe Ltd.

- Tulip UK Holdings No.2 Ltd.

- Tulip UK Holdings No.3 Ltd.

- Tata Incorporated, New York.

- Tata Africa Holdings (SA) (Pty) Ltd.

- Strategic Energy Technology Systems Ltd.

- Confederation of Indian Industry (President)

Mr. Renu S Karnad

- Housing Development Finance Corporation Ltd. (Managing Director)

- Credit Information Bureau (India) Ltd.

- GRUH Finance Ltd.

- HDFC Asset Management Co. Ltd.

- HDFC ERGO General Insurance Co. Ltd.

- HDFC Property Ventures Ltd. (Chairperson)

- HDFC Standard Life Insurance Co. Ltd.

- Indraprastha Medical Corporation Ltd.

- HDFC Bank Ltd.

- AKZO Nobel India Ltd.

- EIH Ltd.

- HDFC Sales Pvt. Ltd. (Chairperson)

- Feedback Infrastructure Services Pvt. Ltd.

- G4S Corporate Services (India) Pvt. Ltd.

- Value and Budget Housing Corporation (India) Pvt. Ltd.

- Credila Financial Services Pvt. Ltd. (Chairperson)

- Lafarge India Pvt. Ltd.

- HDFC Education and Development Services Pvt. Ltd. (Chairperson)

- Transunion LLC, Chicago.

- HDFC PLC, Maldives.

Mr. Prasad chandran

- BASF India Ltd. (Chairman and Managing Director)

- BASF Asia Pacific (India) Pvt. Ltd. (Chairman)

- BASF Catalysts (India) Pvt. Ltd.

- BASF Lanka Private Ltd.

- BASF Bangladesh Ltd.

- BASF Grameen Ltd.

- Indo German Chamber of Commerce. (Committee Member)

- Federation of Indian Chamber of Commerce. (Executive Committee Member)

- Bombay Chamber of Commerce and Industry. (Managing Committee Member)

- The Energy and Resource Institute (Committee Member)

Mr. V.K. Vishwanathan

- Robert Bosch Engineering and Business Solutions Ltd. (Chairman)

- Bosch Rexroth (India) Ltd. (Chairman)

- Bosch Chassis Systems India Ltd.

- MICO Trading Pvt. Ltd.

- Foundation Brake Manufacturing Ltd.

- Bosch Electrical Drives India Pvt. Ltd.

- Bosch Automotive Electronics India Pvt. Ltd. (Chairman)

- BSH Home Appliances Pvt. Ltd.

- Hagglunds Drives (India) Pvt. Ltd.

- FLSmidth Pvt. Ltd.

- Indo German Chamber of Commerce.

(Vice President)

- Confederation of Indian Industry (Committee Member)

Dr. Manfred Duernholz

- MICO Trading Pvt. Ltd.

Mrs. Renu S Karnad, Mr. Prasad Chandran and Mr. V.K. Viswanathan are liable to retire by rotation and offer themselves for re-election.

Mrs. Renu S Karnad, 59, holds a Bachelor Degree in Law from the University of Bombay and Masters Degree in Economics from Delhi School of Economics. She joined HDFC Ltd in 1978 in the legal and credit department and grew to become the head of lending business of HDFC Ltd. She is responsible for the lending operations of HDFC, both retail as well as corporate, framing policies and strategies for mortgage lending by HDFC, development of new retail products, expansion of branch network and other channels of distribution, budgeting and management information system, for setting goals and targets at the national, regional and branch levels, monitoring performance vis-a-vis the budgets, development of new asset and liability products, introduction of innovative and structured products, coordinating resource raising from domestic and international markets, negotiating and finalizing financing facilities from multilateral agencies such as World Bank, Asian Development Bank, Commonwealth Development Corporation (CDC) and KfW, communicating with equity analysts and international investors besides also coordinating with regulators such as the National Housing Bank and liaising on behalf of HDFC with the Government of India and the State Governments and Housing Industry etc. As a member of the Investment Committee of HDFC, she partakes in the decision making for investments by HDFC in debt, equity and other related treasury products. She is currently functioning as Managing Director in HDFC Ltd.

In 1984, she was awarded Pravin Fellow - Woodrow Wilson School of International Affairs, Princeton University, Princeton, NJ. She has attended several senior management programs on financial management, urban planning, political science and women's studies. Mrs. Renu S Karnad is an Independent Director of the Company (appointed on 01.04.2007). She is the Chairperson of the Audit Committee, member of Shareholders' / Investors' Grievance Committee, Investment Committee and Property Committee of the Company. She does not hold any shares in the Company.

Mr. Prasad Chandran, 59, is a post-graduate in Chemistry and has a Masters degree in Business Administration. He has also received Advanced Management Education from Institutes in the US, UK and Japan. He is the Past President of the Indo German Chamber of Commerce (IGCC). He is also the co- chairman of the National Committee on Chemicals and Petrochemicals of the Confederation of Indian Industries (CII), Member of the Executive Committee of Federation of Indian Chambers of Commerce & Industry (FICCI) and Managing Committee Member of the Bombay Chamber of Commerce and Industry. He is also an active participant in a number of trade/industry delegations of the Government of India.

Mr. Chandran heads the "Million Minds" Project. This is conceptualized by him to improve governance and fight corruption. Whilst implementing the BASF Global values and principles, he addresses policy issues on corruption to raise the standards of governance in India. The "Million Minds" project sensitizes stakeholders and creates voluntary action groups in different parts of the country. He is associated with NGOs like Public Concern for Governance Trust (PCGT) and Coalition Against Corruption (CAC) etc.

Mr. Chandran is the Chairman and Managing Director of BASF India Limited. In addition to his direct responsibilities, he is a member of the BASF Human Resources Council, which oversees the personnel policies and the Sustainability Development Council, which oversees the sustainability issues of the BASF Group in the Asia Pacific Region. Mr. Chandran is an independent Director of the Company (appointed on 01.01.2009). He is the member of Audit Committee, Shareholders' / Investors' Grievance Committee, Remuneration Committee and Share Transfer Committee of the Board. He does not hold any shares in the Company.

Mr. V. K. Viswanathan, 61, is a Bachelor of Commerce from Madras University and a Chartered Accountant. Prior to joining the Company, he was the Group Treasurer & Head of Mergers and Acquisitions with Hindustan Unilever Limited with which group he was associated in various capacities for 17 years.

Mr. Viswanathan joined the Company as Chief General Manager in August 1998. After a brief orientation in the Company, he took up an assignment in the Diesel Systems Division of Robert Bosch GmbH, Germany from September 1998. Upon completion of the assignment, he returned to the Company in November 2000. Mr. Viswanathan joined the Board as Additional Director and Joint Managing Director on 01.01.2001, responsible for Finance, Administration and IT Co- ordination. Upon assuming new responsibilities in Robert Bosch Corporation, Farmington Hills, USA (Robert Bosch North America), Mr. Viswanathan ceased to be a Director and Joint Managing Director of the Company from February 28,2006.

Upon completion of his assignment with Robert Bosch Corporation, Farmington Hills, USA (Robert Bosch North America), he was appointed as Additional Director and Joint Managing Director with effect from 01.11.2007 and from 01.02.2008 as Managing Director responsible for Automotive Aftermarket, Starters and Generators, Packaging Machine, Power Tools and Security Technology. Mr. Viswanathan is a member of Shareholders'/ Investors' Grievance Committee, Share Transfer Committee, Investment Committee and Property Committee of the Company. He does not hold any shares in the Company.

Particulars of Employees

Information in accordance with the provisions of Section 217(2 A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to the Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2A) of the Companies Act, 1956. Any shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

Corporate Governance

A Report on Corporate Governance approved by the Board of Directors of the Company and a certificate from the Practicing Company Secretary is set out in the Annexure to the Directors' Report. The Company has fully complied with the Corporate Governance practices specified under the Companies Act, 1956, and the listing agreement with the Stock Exchanges.

A Code of Conduct for Directors and Senior Management, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy, Rules and Regulations of Service Conduct for Managerial and Superintending Staff, Code of Business Conduct etc., effectively support the Corporate Governance processes.

A Management Discussion and Analysis Report also accompany this report.

Energy, Technology, Foreign Exchange, etc.

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(l)(e) read with The Company's (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure to the Directors' Report.

Auditors

M/s. Price Waterhouse & Co., Chartered Accountants, the retiring auditors, are eligible for re-appointment.

Directors' Responsibility Statement

Pursuant to Section 217(2 AA) of the Companies Act, 1956, the Board of Directors report that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

Acknowledgements

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra, Rajasthan and Goa for the support given to the Company. The Directors also thank all customers, dealers, suppliers, financial institutions and banks, members and others connected with the business of the Company for their co-operation.

For and on behalf of the Board of Directors

Bangalore Albert Hieronimus

28th February 2012 Chairman

---

Dec 31, 2010

The Directors have pleasure in presenting their FIFTY- NINTH Annual Report together with the Audited Statement of Accounts for the year ended 31st December 2010.

Financial Results

The following are the financial results:

(Rs. Million)

2010 2009

Net Sales (excluding recovery of duties and taxes) 66,305.0 47,497.7

Of which Export Sales 8,460.7 5,854.6

Profit before tax 12,027.9 7,934.1

Less: Provision for tax 3,660.0 2,495.5

Add: Deferred tax and tax adjustments relating to earlier years 221.1 467.8

Profit after tax 8,589.0 5,906.4

Appropriations:

Capital Redemption Reserve 6.3

Dividend:

Dividend recommended at Rs.40 per share (previous year: Rs.30 per share) 1,255.9 941.9

Tax on Dividend 208.6 160.1

General Reserve 3,750.0 4,500.0

Capital Reserve 0.6 35.4

Dividend and Dividend Tax thereon write back relating to previous year (3.6) (14.7)

Balance carried forward 3,377.5 277.4

Total 8,589.0 5,906.4

Net sales for the year 2010 grew by 39.6%. The Profit Before Tax (PBT) in 2010 as a percentage of net sales was at 18.1% as compared to 16.7% in 2009. The Profit After Tax (PAT) as a percentage of net sales was 13.0% in 2010 as against 12.4% in 2009.

Material costs as a percentage to sales increased to 54.3% in 2010 as compared to 53.7% in 2009.

Overall, the Profit Before Interest, Depreciation and Taxes, for the year shows an increase of 38.9% over the previous year.

Investments

Capital investment during 2010 was higher than previous year, at Rs.3,021 mio. as against Rs. 1,446 mio. in 2009.

Dividend

The Board of Directors recommend a dividend of Rs.40 per equity share for 2010 as against a dividend of Rs.30 per equity share in 2009.

Business Situation

The upswing in the Indian automotive industry which began in the second half of the year 2009 continued in 2010 as well. Indias fast growing middle class segment coupled with soaring demand from rural areas created a very buoyant market in 2010, resulting in all business units attaining an all-time high production and sales volumes. New model launches and easy financing options were the other key drivers that helped to achieve a higher growth trajectory in 2010.

All segments, be it commercial vehicles, passenger cars or tractors, posted strong double digit growth levels. Leading the pack, was the Medium and Heavy Commercial Vehicle segment which recorded a growth of 70% over 2009. Light Commercial Vehicle and Passenger Car segments which were the first to recover post the stimulus packages announced by the Government of India in 2009, continued their robust performance in 2010 with 44% and 30% growth respectively. The tractor segment crossed the half a million production mark. This segment registered a growth of 29% over the year 2009.

As a result, our Company performed exceedingly well with sales from the automotive segment growing by 41.5% and Exports recording the best ever performance at Rs.8,461 million with a growth of 44.5% over 2009.

Our non-automotive businesses grew by 26.6% in 2010 compared to 2009. This can be mainly attributed to growth in the Power Tools, Security Technology and Machine Building divisions.

Automotive Technology

Diesel Systems business grew by a significant 51.9% in the year 2010, recording an all time high sales. This phenomenal growth was driven primarily by the robust demand in the Medium / Heavy Commercial Vehicle and Tractor segments.

The Bharat Stage 3 (BS3) and Bharat Stage 4 (BS4) emission norms were also introduced in 2010 and our Company was closely associated with all OEMs for effective, timely and smooth transition.

One of the major highlights of the division was the successful introduction of inline fuel injection pumps for Medium duty Commercial Vehicle applications meeting BS3 emission norms. The year also saw the introduction ofValue-Line Common Rail Systems for Medium duty Commercial Vehicle applications. These unique products are a clear testimony to the Companys strong innovative culture and its focus on providing value to the customers.

Gasoline Systems business achieved a growth of

60.9% in the year 2010. The key highlights of the division were the development of Engine Manage- ment Systems for two wheelers and Low Priced Vehicles. As a firm commitment to providing local development and application support, the division focused on heightened R&D infrastructure build up.

Starter Motors and Generators business witnessed a growth of 12.2% in the year 2010 over 2009. The division was successful in acquiring many new projects. A new product HX87 Starter Motor was launched for Commercial Vehicle applications.

The Automotive Aftermarket division registered an impressive growth of 24% in the year 2010. This success was achieved primarily on account of expansion of product and customer portfolio, widened distribution network, effective channel management and innovative customer binding programmes.

The division expanded its presence pan India, taking the number of workshops to 1963 outlets in 2010 as compared to 1600 workshops in 2009. Another key highlight was the introduction of 500th Bosch Car Service outlet. With this, Bosch Car Service has become one of the largest distributor and service networks in the automotive market in the country.

Industrial Technology

Packaging Technology (Verna Plant)

The year 2010 saw many challenges in Packaging Technology business with postponed customer projects and increased competition in general. Despite these market dynamics, the division achieved a growth of 6.2% in the year 2010 over 2009.

Significant improvements in design quality and dedicated engineering efforts have resulted in the reduction of design lead time and cost optimization. The division successfully launched Transwrap 1650 and High speed cup doser machine in Chocolate and Confectionery segment.

The division sold a record 24 Nos. BVK 2000 candy wrappers in the year 2010, as well as bagging the first order for sale of this machine in the African market. It also executed the first commercial order for Pharmaceutical machine for the overseas market.

Industrial Equipment

The Industrial Equipment division posted a positive growth of 6% in the year 2010 after a de-growth in the previous year. This was mainly driven by capital investments within our Company and our external customers.

New product launches such as Bosch Vertical Machining Centre, BeAT 40 and assembly lines for key and core processes in the manufacture of diesel and gasoline fuel injection systems were the major highlights of the division.

Consumer Goods and Building Technology Power tools

The Power Tools business recorded a strong growth of 28.3% in the year 2010 and maintained a robust pace of growth higher than that of construction and infrastructure sectors in India.

The division launched the full range of Lawn and Garden Tools including the Hedge Cutter and Lithium Ion Lawn Mower. To capitalise on the potential in the infrastructure segment, the division also launched the I&I (Industrial & Institutional) concept which caters to the needs of these segments along with the FATS (Fischer-Accessories-Tools-Spares) concept to provide comprehensive construction solutions to the thriving infrastructure sector.

Localization was one of the core focus areas of the division. Production of 2kg Hammer was started in 2010 at the Bosch Power Tools Plant in Bangalore. This is the 3rd Plant in the Bosch Power Tool World to manufacture these kinds of hammers. The division launched the first Fischer Exclusive Store at Hyderabad to provide anchoring solutions.

The division also supplied tightening system solutions to the major automotive OEMs in India and specialized power tools and anchoring solutions for a major metro rail projects.

Security Technology

The Security Technology business achieved a 19.8% growth in the year 2010 compared to 2009. The division was successful in implementing the Professional Sound System at the Jawaharlal Nehru Stadium for the Common Wealth Games held in New Delhi. The Company is also successfully implementing the Video Surveillance System for a major Metro Rail project.

Another key highlight of the division was the launch of Bosch Security Training Academy. The state-of- the-art demo and training center was set up at Bangalore. This training academy aims to bring the highest level of manufacturer training to the industry, to improve product knowledge, its application and awareness.

Competition and challenges in our business sectors

Our Company will continue to expand its product portfolio, deploy its resources towards developing innovative technologies and market relevant products with a view to take on the challenges arising from competition both locally and globally.

Focus on increasing productivity, achieving cost competitiveness in all areas, efficient utilization of resources and customer centric initiatives will be accorded paramount importance.

While the year 2010 saw an exhilarating pace in our operations, 2011 will see more dynamic activity across business spheres. With innovative and market relevant products, we shall strive to be successful in converting business potential into profitable growth and secure the leadership position of our Company.

Plants Bangalore

Bangalore Plant attained the highest production levels in all its value streams viz., Inline Pumps, Elements, Delivery Valves and Glow Plugs, in the year 2010.

The Plant added new generation products with the start of production of the Rail which is part of the Common Rail system. A-Pump (Inline Pump) which has been the main line product for the Plant since its inception in 1951, has extended the life of the product further with the launch of A4000 variant which conforms to BS3 norms.

Nashik

Nashik Plant has achieved the highest production levels of Nozzle Holder assembly, DSLA Nozzle and Common Rail Injector.

The Plant was honored with CII-EXIM Banks Commendation for significant achievements in Business Excellence for the year 2010.

Jaipur

Jaipur Plant rolled out its 3 millionth VE Pump in the year 2010 alongside achieving highest production levels since its inception in 1999. With focused effort, the Plant was able to ensure seamless transition from BS2 to BS3 norms by supporting OE customers efficiently with respect to product mix and call-off schedules.

The Plant won the first prize from Rajasthan Government for Energy Conversation in the automotive segment.

Naganathapura

In the year 2010, the Plant has expanded its product portfolio by setting up a new hangar for the manufacture of Gasoline Systems.

The Plant has obtained BS OHSAS 18001 certification from TUV-Nord for having implemented the new Occupational Safety and Management System keeping in mind the safety of associates.

Information Technology (IT)

The Companys IT systems and processes are periodically audited to ensure adequacy of Information Security and controls for Authorizations.

The Automotive Aftermarket division of the Company migrated its business operations to an SAP system to meet the increasing and varying needs of its business for optimized support of the retail business.

Change Initiatives

Continuous Improvement Program (CIP)

In 2010, a more methodical approach of CIP was adopted through involvement of leaders, known as LeaderCIP. It is a structured improvement process that works with the goal of excellence in controlling everyday work, thereby increasing the value contribution. The program attained a multifold growth in support functions in 2010 and provided a platform for leaders and associates to address issues through many CIP workshops, laying the foundation for sustainable development. Along with this, a new approach called VSDiA - Value Stream Design in Indirect Areas, applying Lean (waste elimination) philosophy in indirect processes has immensely helped in identifying and eliminating "Non-value adding activities".

While indirect functions benefitted from LeaderCIP and VSDiA, CIP for direct functions resulted in many problems being solved through the Shop Floor CIP drive. In the year 2010, associate involvement in improvements also increased through Team Oriented Production (TOP) and Voluntary Lernstatt teams. Our associates participated in regional, national & international competitions and won accolades for the Company.

Bosch Production System (BPS)

BPS, a time tested and proven model at Bosch, can be successfully implemented through continuous improvements. The BPS has 8 guiding principles and supporting implementable tools called elements. The main focus in 2010 was to align the BPS principles and its elements with the business objectives. The measurement of overall effectiveness of BPS implementation was improved from audit orientation to system maturity and business penetration. The two supportive strategies viz., BPS leadership trainings and New BPS Assessment model helped align value stream culture with business Key Performance Indicators (KPIs).

The BPS focus is now being extended to our business partners with an aim to holistically improve the entire "value chain". Project Transform1 has been launched with our key component suppliers to improve their operational efficiencies through training and implementing lean concepts.

Deployment of Business Excellence (OBE)

Deployment of Business Excellence (DBE) in our Diesel Systems business led to improvements in leadership aspects, strategy management, people engagement, process orientation, resource management and eventually business results. DBE is facilitating the organization to align all its functions towards the Companys vision and mission. This management concept places a strong emphasis on meeting all stakeholders expectations.

While the Bangalore Plant (Diesel Systems) was awarded the CII-EXIM Bank award for business excellence based on the European Foundation for Quality Management (EFQM) model in 2009, the Companys Nashik Plant has been honored with CII -EXIM Bank Commendation for significant achievements in Business Excellence for the year 2010.

Bosch Vocational Centre

The Company has always emphasized on skills development and has believed in keeping in pace with the latest technological advancements. The focus on overall development of skill sets has resulted into a comprehensive and an intensive training programme under the aegis of the Bosch Vocational Centre (BVC). The training is designed in accordance with the Bosch guidelines to develop the skills and technical knowledge of the employees. With the multicraft approach, the emphasis is on practical hands on training.

BVC crossed a milestone by winning 7 Gold Medals at the 83rd All India Competition for Apprentices. The present medal tally is at 182 gold medals. BVC received the Best Establishment Award for the 40th time. BVC also continuously invests in upgrading facilities and infrastructure to maintain high standards of training.

Awards and Recognition

The Company received several awards and recognitions for its achievements:

- Mahindra & Mahindra Best Performance Award 2009-10 for product development.

- Overall Excellence Award conferred by Maruti Suzuki India Limited for Vendor Performance.

- Par Excellence Trophy Award from Quality Circle Forum of India for Naganathapura and Jaipur Plants.

- Gold Award from M/s Bajaj Auto for meeting the quality and delivery targets.

- Award from M/s Volvo Eicher for outstanding contribution to Supply Chain Management.

- Excellence in Technology Award from Tata Motors at National Vendor Meet.

Dematerialization of shares

Of the 28.82% shares held by the public, 27.74% shares have been dematerialized as on 31.01.2011.

Members holding shares in physical form are advised to dematerialize their shares to avoid the risks associated with the physical holding of such share certificates.

Bosch India Foundation

Bosch India Foundation, in its continued effort to serve the underprivileged sections of the society, initiated over 15 different projects in the fields of vocational training and health program during the year 2010. The programs were conducted with active participation of Bosch Associates across four cities viz., Bangalore, Pune, Ahmedabad and Coimbatore. One of the new projects introduced was the training for Fitter, Electrician, CNC mechanics and Mobile set repairers. Around 1200 underprivileged youths have benefitted from the program so far. Also conducted was the Health awareness for women and children in slums through radio communication.

Industrial Relations

Industrial relations at all Plants and other establishments continued to be cordial. Long term productivity linked wages settlement for a four year period (2009 - 2012) was signed at 4 Plants of the Company. The Directors place on record their deep appreciation of the sincere and dedicated teamwork by employees at all levels to meet the quality, cost and delivery expectations of our customers in a growing market.

Subsidiary Companies

As the aggregate assets and income of MICO Trading Pvt. Ltd., as on 31st December 2010 is not material, no consolidated financial statements under Accounting Standard 21 "Consolidated Financial Statements" as notified under section 211 (3C) of the Companies Act,1956, has been prepared.

As required under Section 212 of the Companies Act, 1956, annexed hereto are the Audited Statement of Accounts, the Report of the Board of Directors and Auditors Report for the year ended 31st December 2010 of MICO Trading Pvt. Ltd.

Directors

Names of companies/firms in which Directors of the Company hold/held office as Director/Partner are given below:

Or. A. Hieronimus

- Mind Tree Ltd.

- Bosch Rexroth AG (Member of the Board) (from 01.01.2011)

Dr. B. Bohr

- Robert Bosch GmbH, Germany. (Member of the Board)

- ZF Lenksysteme GmbH

(Member of Supervisory Board)

¦ Mr. B. Steinruecke

- Indo German Chamber of Commerce. (Director General)

- FAG Bearings India Ltd.

- Zodiac Clothing Company Ltd.

- HDFC ERGO General Insurance Company Ltd.

- Apollo Munich Health Insurance Company Ltd.

Mr. B. Muthuraman

- Tata Steel Ltd. (Vice Chairman)

- Tata International Ltd.( Chairman)

- Tata Incorporated, New York.

- Tata Industries Ltd.

- Tata Steel Global Minerals Holdings Pte. Ltd.

- Tata Steel Europe Ltd.

- Tulip UK Holdings No.2 Ltd.

- Tulip UK Holdings No.3 Ltd.

- National Institute of Technology, Jamshedpur (Chairman)

- Xavier Labour Relations Institute, Jamshedpur (Chairman, Board of Governors)

- Indian Institute of Technology, Khargpur (Chairman, Board of Governors)

- Strategic Energy Technology Systems Pvt Ltd.

- Tata Africa Holdings (SA) (Pty) Ltd.

Mrs. Renu S Karnad

- Housing Development Finance Corporation Ltd. (Managing Director)

- Credit Information Bureau (India) Ltd.

- GRUH Finance Ltd.

- HDFC Asset Management Co. Ltd.

- HDFC ERGO General Insurance Co. Ltd.

- HDFC Property Ventures Ltd. (Chairperson)

- HDFC Standard Life Insurance Co. Ltd.

- HDFC Venture Capital Ltd.

- Indraprastha Medical Corporation Ltd.

- Sparsh BPO Services Ltd.

- HDFC Sales Pvt. Ltd. (Chairperson)

- Feedback Ventures Pvt Ltd.

- G4S Corporate Services (India) Pvt. Ltd.

- Transunion LLC, Chicago.

- HDFC PLC, Maldives.

- Value and Budget Housing Corporation (India) Pvt. Ltd.

- Credila Financial Services Private Limited. (Chairperson)

- HDFC Bank Ltd. (from 27.01.2011).

- AKZO Nobel India Limited.

Mr. Prasad Chandran

- BASF India Ltd. (Chairman and Managing Director)

- BASF Polyurethanes India Ltd. (Chairman and Managing Director)

- BASF Construction Chemicals (India) Pvt. Ltd. (Chairman)

- BASF Coatings (India) Pvt. Ltd.(Chairman)

- BASF Asia Pacific (India) Pvt. Ltd. (Chairman)

- BASF Catalysts (India) Pvt. Ltd.

- BASF Lanka (Private) Limited, Sri Lanka.

- BASF Pakistan (Private) Ltd.

- BASF Bangladesh Ltd.

- BASF Grameen Ltd.

- Styrolution India Private Ltd. (Chairman)

- Indo German Chamber of Commerce. (Committee Member)

- Federation of Indian Chamber of Commerce. (Executive Committee Member)

- Bombay Chamber of Commerce and Industry. (Managing Committee Member)

- The Energy and Resource Institute (TERI). (Committee Member)

Mr. V. K. Viswanathan

- Robert Bosch Engineering and Business Solutions Ltd. (Chairman)

- Bosch Chassis Systems India Ltd.

- MICO Trading Pvt. Ltd.

- Bosch Rexroth (India) Ltd. (Chairman)

- Bosch Electrical Drives India Pvt. Ltd.

- Bosch Automotive Electronics India Pvt. Ltd. (Chairman)

- BSH Home Appliances Pvt. Ltd.

- Hagglunds Drives (India) Pvt. Ltd.

- Indo German Chamber of Commerce. (Committee Member)

Dr. Manfred Duernholz

- MICO Trading Pvt. Ltd.

Mr. B. Steinruecke, Dr. B. Bohr, and Mr. B. Muthuraman are liable to retire by rotation and offer themselves for re-election.

Mr. B. Steinruecke, 55, studied Law and Economics in Vienna, Bonn, Geneva and Heidelberg. He has a Law degree from the University of Heidelberg and passed the Bar Examination of the High Court of Hamburg. He worked with Coopers and Lybrand, Hamburg before joining Deutsche Bank in 1984 and rose to become General Manager of the Mumbai Branch and Joint Chief Executive Officer of Banks operations in India. Later, he became the Managing Partner and Speaker of the Board of the ABC Privatkunden-Bank, Berlin. In July 2003, he became the Director General of Indo-German Chamber of Commerce. Mr. Steinruecke is an Independent Director of the Company, Chairman of Shareholders/Investors Grievance Committee, member of Audit Committee, Remuneration Committee and the Share Transfer Committee of the Board.

Dr. B. Bohr, 54, holds a Diploma in Production Engineering and a Doctorate in Engineering from the University of Aachen, Germany. He joined Robert Bosch, GmbH, Reutlingen, in Production Engineering in 1983 and held several positions such as Manager (Production Engineering): Manager (Product Planning): Managing Director (Manufacturing), Nippon ABS Ltd., Japan: Executive Vice President (Manufacturing), Semiconductors and Electronic Control Unit Division; Executive Vice President (Development worldwide), ABS and Braking Systems Division. In 1999, he became a Deputy Member of the Board of Management of Robert Bosch GmbH and a Member of the Board of Management of Robert Bosch GmbH in 2001. He has corporate responsibilities for Automotive Group, Automotive Systems Integration and Quality Management, divisional responsibility for Gasoline, Diesel Systems, Chassis Systems, Brakes and Control and Steering Systems with regional responsibility for India.

Mr. Muthuraman, 66, holds degree in Metallurgical Engineering from Indian Institute of Technology (IIT), Madras and Masters Degree in Business Administration from Xavier Labour Relations Institute (XLRI), Jamshedpur. Mr. Muthuraman joined Tata Steel as a Graduate Trainee in 1966 and worked in the areas of Iron-making and Engineering Development for 10 years. Thereafter he moved to Marketing and Sales Division and rose to the position of Vice President. He was appointed Executive Director (Special Projects) in August 2000 and contributed as change Manager for the major diversification projects of Tata Steel. He was appointed Managing Director of Tata Steel in July 2001. He is currently the Vice Chairman of Tata Steel Ltd. Mr. Muthuraman is an Independent Director of the Company, member of Audit Committee, Remuneration Committee, Investment Committee and the Share Transfer Committee of the Board.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to the Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2 A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

Corporate Governance

A Report on Corporate Governance approved by the Board of Directors of the Company aifd a Certificate from the Practicing Company Secretary is set out in the Annexure to the Directors Report. The Company has fully complied with the Corporate Governance practices specified under the Companies Act, 1956, and the Listing Agreement with the Stock Exchanges.

A Code of Conduct for Directors and Senior Management, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy, Rules & Regulations of Service Conduct for Managerial & Superintending Staff, Code of Business Conduct etc., effectively support the Corporate Governance processes.

A Management Discussion and Analysis Report also accompany this report.

Energy, Technology, Foreign Exchange, etc.

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(l)(e) read with The Companys (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure to the Directors Report.

Auditors

M/s. Price Waterhouse & Co., Chartered Accountants, the retiring auditors are eligible for re-appointment.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

Acknowledgements

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra, Rajasthan and Goa for the support given to the Company. The Directors also thank all customers, dealers, suppliers, financial institutions and banks, members and others connected with the business of the Company for their co-operation.

For and on behalf of the Board of Directors

Bangalore Albert Hieronimus

28,th February 2011 Chairman

---

Dec 31, 2009

The Directors present their FIFTY-EIGHTH Annual Report together with the Audited Statement of Accounts for the year ended 31st December 2009.

Financial Results

The following are the financial results:

(Rs. Million)

2009 2008

Net Sales (excluding recovery of duties and taxes) 47,497.7 45,416.5

Of which Export Sales 5,854.6 6,844.5

Profit Before Tax 7,934.1 8,565.7

Less: Provision for tax 2,495.5 2,602.2

Add: Deferred tax and tax adjustments relating to earlier years 467.8 375.2

Profit After Tax 5,906.4 6,338.7

Appropriations:

Capital Redemption Reserve 6.3 0.3

Dividend:

Dividend recommended at Rs. 30 per share (previous year: Rs. 25 per share) 941.9 800.6

Tax on Dividend 160.1 136.1

General Reserve 4,500.0 5,000.0

Capital Reserve 35.4 --

Dividend write back relating to previous year (14.7) --

Balance carried forward 277.4 401.7

Total 5,906.4 6,338.7

Net sales for the year 2009 grew by 4.6%. The Profit Before Tax (PBT) in 2009 as percentage of net sales was at 16.7% as compared to 18.9% in 2008. The Profit After Tax (PAT) as percentage of net sales was 12.4% in 2009 as against 14% in 2008.

Material costs as percentage to sales declined to 52.9% in 2009 as compared to 53.2% in 2008. The staff cost was at 12.9% of sales as compared to 11.7% in 2008. Operating expenses (excluding staff cost) increased to 22.5% from 21.4% of sales in 2008. The depreciation for the year decreased to 6.4% from 6.7% of sales in 2008 reflecting lower investments in 2009.

Overall, in terms of Profit Before Interest, Depreciation and Taxes, the result for the year shows a decline of 6.3% over the previous year.

Investments

Capital investment during the year was lower at Rs. 1,446 mio. as against Rs. 4,336 mio. in 2008.

Dividend

The Board of Directors recommend a dividend of Rs.30 per equity share for 2009 as against a dividend of Rs.25 per equity share in 2008.

Business Situation

The sharp decline witnessed in the fourth quarter of 2008 in the Indian automotive market continued in the first quarter of 2009 as well with Medium and Heavy Commercial Vehicle segment registering a drop as high as 60% over first quarter 2008. However, the timely stimulus package announced by the Government of India helped the industry to recover lost ground. The Passenger Car and Light Commercial Vehicle segments were the first to respond and stabilized by March / April 2009. The recovery in Medium and Heavy Commercial Vehicle segment was delayed until September 2009. Despite this recovery, this segment registered a decline of 20% for the year as a whole in 2009 compared to the vehicle production in 2008.

Effectively, our sales from the automotive segment grew by 4% in 2009. With this, the marginal decline in sales to OE customers / exports has been more than offset by the growth in the Automotive Aftermarket business.

Our non-automotive business grew by 4.9% in 2009 compared to 2008 mainly driven by growth in sales from the Power Tools and Packaging Machines divisions.

Automotive Technology

Diesel Systems business de-grew by 2.7% owing to a steep decline in demand in the Medium and Heavy Commercial Vehicle segment and significant decline in exports business.

The Diesel Systems team was successful in developing a mechanical based system for Medium and Heavy Commercial Vehicles to meet Bharat Stage (BS) III emission norms. This in-house development is testimony to the Bosch culture that fosters innovation and thereby defending our leadership position in the diesel business with a competitive edge. The first single cylinder based Common Rail system for the small goods carrier segment was well received in the market.

Strong demand from OE customers led to growth in Gasoline System business by 121% in 2009 albeit on a lower base of 2008. A significant milestone was reached with the start of production of Gasoline Engine Management systems for Tata Nano.

Starter and Generator business also witnessed a steep decline in sales in the first half of 2009 but considerably grew in the second half, more so during the last quarter of the year. With this, the division was able to limit the decline to 10.9% in the year 2009 over 2008. Introduction and start of production of the New Baseline Alternators, Compact Direct Starter Motor products and the launch of Start-Stop systems which were well received in the market were the major highlights of the division in 2009.

The Automotive Aftermarket grew by 17.3% in 2009 compared to the year 2008 clocking double digit growth for the fourth consecutive year despite fall in exports business. This growth was a result of new product launches, major distribution initiatives, increase in network strength, end customer oriented campaigns with the latest service trends, and customer binding programs. To encourage the general public and traders to deal with only genuine automotive parts, the division organized several raids in 2009 with the support from law enforcement agencies to safeguard not only the brand Bosch but also to provide safe and reliable products to Indian customers.

Bosch Car Service, the largest multi-brand car service network in India added 103 stations across the country during the year 2009, ending up with 361 stations. A Manual outlining dos and donts of Bosch Car Service communication which include signages, interiors, displays, hoardings, product posters and promotional activities has been made available to all Bosch Car Service partners in order to ensure consistency in brand identity and uniformity in communication by strictly adhering to the specifications stated in the guidelines.

Industrial Technology

Packaging Technology (Verna Plant)

Our Packaging Technology business was stabilized at our manufacturing location in Verna, Goa. Packaging Technology division went hand in hand with the changing market scenario and grew by 15.9%. All the three verticals viz. Food, Confectionary and Pharmaceuticals posted robust growth driven by the rapidly changing consumer preference and needs. The division has successfully added two machines SVI 2620 and BVK 1200 in the Packaging Machines and Confectionary / Chocolate business units respectively.

The successful implementation of Material Resource Planning has reduced the delivery time of components. Bosch Production System (BPS) has been initiated in Food Packaging Machines which has improved the productivity and quality of Terra 25 and TW 100 NEL machines.

Industrial Equipment

In view of major Capital investments which were withheld within our Company as well as by our external customers in the year 2009, sales in the Industrial Equipment division de-grew by 18.8% in 2009 compared to the year 2008.

The division continued to strive towards providing innovative solutions and has developed machines for manufacturing Fuel Injection Pumps, Filters and Gasoline System parts especially for small car projects. This division also provided solutions for assembly lines of gearbox and transmission components for Heavy Commercial Vehicle manufacturers.

Consumer Goods and Building Technology Power tools

Power Tools business grew by 19.3% despite the construction business being impacted adversely by the economic downturn. The division launched the Bosch Lithium Ion powered cordless tools with a range including drivers, impact drivers and impact wrenches.

The other highlights of the division was the conceptualization and inauguration of the Worlds first "Clean and Green Solutions Store" at Chennai showcasing the entire range of Bosch Lawn and Garden and High Pressure Washers. Successful usage of the combination of Fischer, Accessories and Tools for projects like Common Wealth Games Stadia, New Delhi Airport, Delhi Metro Rail Corporation, Bosch Tightening Systems and Pneumatic Tools at the prestigious Volkswagen assembly line, Pune, were some of the initiatives taken in the year 2009.

Security technology

The security Technology business declined by 17.4% in the year 2009 compared to 2008. This decline was predominantly due to postponement of many infrastructure and corporate projects.

Key highlights of this business group was the successful completion of the National Gallery of Modern Arts project in New Delhi and the Worlds first electro-voice EVA stadium installation in Mumbai which is the largest EV installation in India.

Competition and challenges in our business sectors

The Companys businesses continue to face intense competition both from the local and global players. Despite the adverse conditions, the Company strengthened its position by expanding its product portfolio and deploying its resources in developing new and innovative technologies and products.

The year 2010 will be equally, if not more, challenging and demanding due to severe pressure on input costs and pricing as we pursue our return to the growth rates of 2007 and before.

Improving customer delight while judiciously managing the long term growth and structure of the Company will be of paramount importance and we are determined to meet this by our continued efforts to achieve cost competitiveness through productivity improvement and effective utilization of resources and capacities. Bharat Stage III and Bharat Stage IV emission norms are scheduled to be introduced this year and our customers need to be supported efficiently with respect to product mix and call-off schedules.

The market optimism seen in the beginning of 2010 has heralded clear signs of economic re-bound. However, we must continue the austere measures adopted during the period of economic downturn and whilst doing so, must focus on improving flexibility, speed and technological superiority in order to sustain our competitive edge.

Plants Bangalore

The Plant attained highest production of Inline Pumps, Elements, Delivery Valves and Glow Plugs. New generation Single Cylinder Pump (PF51) for Common Rail system was launched in Sept 2009.

The Plant received prestigious recognitions from our key OE customers viz. M/s Mahindra & Mahindra Ltd., Kirloskar Oil Engines Ltd., and John Deere India Pvt. Ltd., at respective supplier recognition events. The Plant also received Diesel Systems recognition for Energy Conservation and C02 reduction.

Nashik

Nashik Plant has completed 40 years of operations in the year 2009. The Plant achieved the production landmark of one million Common Rail Injectors and 90 million conventional Injectors. Production ramp- up of a new variety of conventional Injector commenced in the year 2009 for Commercial Vehicle applications. In conventional products, Nozzle Holder Assembly achieved highest turnover in the history of the Plant.

Nashik Plant received "Best-In-Class Manufacturing IT Award" for excellence in manufacturing in private and public sector. The Plant also bagged the Gold award in 10th Annual Greentech "Environment

Excellence" and silver award in 8th Annual Greentech "Safety" organized by Greentech Foundation.

Jaipur

Jaipur Plant completed 10 years of operations in March 2009. The Plant also crossed the milestone of 3 millionth VE Pump manufactured in India during October 2009.

The Jaipur Plant quality circle won the Par Excellence Award in 23rd National Convention on Quality Circles-2009 in December 2009 at Bangalore organized by Quality Circle Forum of India.

Naganathapura

The Plant introduced two new products in 2009 viz., Throttle Position Sensor and In-Tank Fuel Pump Module.

Information Technology (IT)

In the year 2009, the Companys ERP system was upgraded to the mySAP ERP ECC 6.0 software to ensure good support and readiness for Bosch-wide IT initiatives.

The Companys IT systems and processes are periodically audited to ensure adequacy of internal controls and information security. Further improvements were made particularly related to bringing down the level of Critical Authorizations and putting in place more effective virus monitoring and prevention measures.

Change Initiatives

Continuous Improvement Program (CIP)

CIP continued to remain an area of focus in the year 2009. The Companys CIP was further bolstered by the introduction of LeaderCIP, an approach created to fortify leaders involvement in continuous improvement activities. CIP workshops saw active involvement of people at all levels, both managerial and non managerial. The employee involvement in continuous improvement, under Lernstatt, Kaizen or classical CIP reached benchmark levels in 2009 with a good momentum in the Voluntary Lernstatt Team (VLT) and shop floor CIP drives. The Company is also driving such workshops with its customers and business partners.

Bosch Production System (BPS)

The BPS implementation drive across all Plants benefited the Company. The BPS maturity, being representative of a lean manufacturing system, was measured again in 2009 using an extensive audit procedure covering eight important principles such as pull system, standardization, perfect quality etc.

This initiative also addresses improvements in the entire supply chain. Business Partners were also trained on BPS and projects were taken-up at their sites on topics such as Value Stream Mapping, Quick Change-Over and other lean practices.*

Deployment of Business Excellence (DBE)

Deployment of Business Excellence in our Diesel Systems business has fostered improvement in leadership aspects, policy and strategy management, people focus, process orientation and resource management. DBE is facilitating the organization to align all its functions towards the Companys vision and mission. The management concept places a strong emphasis on meeting all stakeholders expectations.

Bangalore Plant (Diesel Systems) in the course of its business excellence journey based on the European Foundation for Quality Management (EFQM) model was honored with the coveted CII-EXIM Bank Award for Business Excellence for the year 2009 at a function held in New Delhi on 19.12.2009.

The Nashik Plant was assessed for Business Excellence in 2009 and has made a significant improvement in overall maturity of excellence.

Bosch Vocational Centre

Bosch Vocational Centre (BVC) conducted and extended its support to various programs such as On Job Training, Skill Enhancement training, Quality and Safety, training program on Mechatronics, Advanced Measuring Techniques, Pneumatics, Hydraulics and CNC and need based programmes like OHSAS, TPM and knowledge sharing sessions for our executives. The year 2009 was devoted to intensify training of our associates (workmen and staff) and sustaining excellence in the field of training in the country. BVC continuously invested in upgrading facilities and infrastructure to maintain international standards.

BVC has won 17 Best Apprentices Awards (Gold Medals) announced in the year 2009 in three competitions viz., 80th, 81st and 82"" All India

Competition for Apprentices held during May 2008, November 2008 and May 2009 respectively. BVC being the "Best in Class" in the country also sustained excellence in the field of Vocational Training by increasing its tally of Gold medal winners to 170. The Company was declared the "Best Establishment" in the country for the 38"1 time.

Awards and Recognition

The Company received several awards and recognitions for its achievements:

- Third DHL-CNBC TV18 International Trade Award (ITA) for performance in exports business.

- Mahindra & Mahindra - Farm Equipment Sector, Sanjeevani Special Appreciation Award for outstanding performance in 2009.

- NDTV Car & Bike Award 2009 for the Auto Component Manufacturer of the Year.

- Bosch-Diesel Systems at Bangalore was honored with CII-EXIM Bank Award for Business Excellence for the year 2009.

- UTVi-Autocar Innovation Award jointly with Mahindra & Mahindra for the first Start-Stop system in India.

- Honda Motorcycles and Scooters India (HMSI) award for achieving quality and delivery targets (spark plug division).

- Adjudged as a runner-up in National Institute of Personnel Managements (NIPM) prestigious competition on "HR best practices-2008".

Buy-back of shares

Pursuant to the Public Announcement made by the Company on 08.12.2008 for buy-back of shares which commenced on 15.12.2008 and closed on 24.10.2009, the Company has bought back 652,560 equity shares from the open market for a total consideration of Rs.2003 mio. and extinguished all the shares that were bought back. Consequently, the percentage holding of Robert Bosch GmbH has increased from 69.73% to 71.18%.

Dematerialization of shares

Of the 28.82 % shares held by the public, 27.65% shares have been dematerialized as on 29.01.2010.

Members holding shares in physical form are once again advised to dematerialize their shares to avoid the risks associated with the physical holding of such share certificates.

Bosch India Foundation

Bosch India Foundation in its effort to serve the underprivileged sections of the society, through vocational training and health program, embarked on several projects during the year 2009 like Basic Computer skills, Plumbing, Sericulture, Soft Skills, Hospitality and Guest care, Orthopedic club foot and Cleft & Palate surgery etc. The programs were conducted with active participation of Bosch Associates across three cities viz. Bangalore, Pune and Ahmedabad. About 600 underprivileged youths benefitted from the program.

Industrial Relations

Industrial relations at all Plants and other establishments continued to be cordial. The Directors place on record their deep appreciation of the sincere and dedicated teamwork by employees at all levels to meet the quality, cost and delivery expectations of our customers in a growing market.

Subsidiary Companies

As the aggregate assets and income of MICO Trading Pvt. Ltd., as on 31 st December 2009 is not material, no consolidated financial statements under Accounting Standard 21 "Consolidated Financial Statements" as notified under section 211(3C) of the Companies Act, 1956, has been prepared.

As required under Section 212 of the Companies Act, 1956, annexed hereto are the Audited Statement of Accounts, the Report of the Board of Directors and Auditors Report for the year ended 31 st December 2009 of MICO Trading Pvt. Ltd.

Directors

Names of companies/firms in which Directors of the Company hold/held office as Director/Partner are given below:

Dr. A. Hieronimus

- Bosch Rexroth AG. (Chairman of the Management Board)

- MindTreeLtd.

Dr. B. Bohr

- Robert Bosch GmbH, Germany. (Member of the Board)

Mr. B. Steinruecke

- Indo German Chamber of Commerce. (Director General)

- FAG Bearings India Ltd.

- Zodiac Clothing Company Ltd.

- HDFC ERGO General Insurance Company Ltd.

Mr. B. Muthuraman

- Tata Steel Ltd. (Vice Chairman) ,

- Natsteel Asia Pte. Ltd, Singapore. (Chairman) (upto 02.02.10)

- Natsteel Holdings Pte. Ltd. Singapore. (Chairman) (upto 02.02.10)

- Tata Steel (Thailand) Public Co. Ltd., Bangkok. (Chairman) (upto 02.02.10)

- Tinplate Company of India Ltd. (Chairman) (upto 14.01.10)

- Tata International Ltd. (Chairman)

- Tata Incorporated, New York.

- Tata Industries Ltd.

- Tata Steel Global Minerals Holdings Pte. Ltd.

- Tata Steel Europe Ltd.

- Tulip UK Holdings No. 2 Ltd.

- Tulip UK Holdings No. 3 Ltd.

- CEDEP (European Centre of Executive Development), France. (Director)

- National Institute of Technology, Jamshedpur. (Chairman)

- Xavier Labour Relations Institute, Jamshedpur. (Chairman, Board of Governors)

- Indian Institute of Technology, Kharagpur. (Chairman, Board of Governors)

Mrs. Renu S Karnad

- Housing Development Finance Corporation Ltd. (Managing Director)

- Credit Information Bureau (India) Ltd.

- GRUH Finance Ltd.

- HDFC Asset Management Co. Ltd.

- HDFC Bank Ltd.

- HDFC ERGO General Insurance Co. Ltd.

- HDFC Property Ventures Ltd. (Chairperson)

- HDFC Standard Life Insurance Co. Ltd.

- HDFC Venture Capital Ltd.

- ICI India Ltd.

- Indraprastha Medical Corporation Ltd.

- Sparsh BPO Services Ltd.

- HDFC Sales Pvt. Ltd. (Chairperson)

- Feedback Ventures Pvt Ltd.

- G4S Corporate Services (India) Pvt. Ltd.

- Transunion LLC, Chicago.

- HDFC PLC, Maldives.

- Value and Budget Housing Corporation (India) Pvt. Ltd. (from 14.02.10)

Mr. Prasad Chandran

- BASF India Ltd. (Chairman and Managing Director)

- BASF Polyurethanes India Ltd. (Chairman and Managing Director)

- Ciba India Ltd. (Chairman)

- BASF Styrenics Pvt. Ltd. (Chairman)

- BASF Construction Chemicals (India) Pvt. Ltd. (Chairman)

- BASF Coatings (India) Pvt. Ltd. (Chairman)

- BASF Asia Pacific (India) Pvt. Ltd. (Chairman)

- BASF Catalysts (India) Pvt. Ltd.

- BASF Finlay (Private) Limited, Sri Lanka.

- BASF Pakistan (Private) Ltd.

- BASF Bangladesh Ltd.

- Indo German Chamber of Commerce. (Committee Member)

- Federation of Indian Chamber of Commerce. (Executive Committee Member)

- Bombay Chamber of Commerce and Industry. (Managing Committee Member)

- The Energy and Resource Institute (TERI). (Committee Member)

Mr. V. K. Viswanathan

- Robert Bosch Engineering and Business Solutions Ltd. (Chairman)

- Bosch Chassis Systems India Ltd.

- MICO Trading Pvt. Ltd.

- Bosch Rexroth (India) Ltd. (Chairman)

- Bosch Electrical Drives India Pvt. Ltd.

- Bosch Automotive Electronics India Pvt. Ltd. (Chairman)

- Indo German Chamber of Commerce. (Committee Member)

Dr. Manfred Duernholz

- MICO Trading Pvt. Ltd.

Dr. A. Hieronimus, Mr. V.K. Viswanathan and

Dr. Manfred Duernholz are liable to retire by rotation and offer themselves for re-election.

Dr. A. Hieronimus, 62, holds a Diploma in Mathematics from the University of Cologne. He received a Doctorate in Business Administration also from the same University.

Dr. Hieronimus started his career as an Academic Assistant in the University of Cologne, Germany. He joined Mannesmann AG in 1979 and held senior positions responsible for materials management, sales and operation planning, head of department of sales and marketing, head of the department of corporate planning in the Mannesmann group companies in Germany. In 1990, he became a Member of the Management Board of Mannesmann Demag Baumaschinen GmbH and later of the Board of Management in Mannesmann Rexroth GmbH. From 1997 to April 2001, he was Member of Executive Board of Mannesmann Rexroth AG, Germany and continued in that position till August 2003, upon the takeover of Rexroth AG by Robert Bosch GmbH.

Dr. A. Hieronimus was appointed as Managing Director of the Company from 01.09.2003 and consequent upon assuming new responsibility from 01.02.2008 as Chairman of the Board of Directors of Bosch Rexroth AG, he ceased to be the Managing Director of the Company from 01.02.2008. The Board of Directors of the Company appointed Dr. A. Hieronimus as Chairman from 01.02.2008. Dr. Hieronimus holds 640 shares in the Company. He is a member of Audit Committee and Shareholders/ Investors Grievance Committee of the Company. He is also the Chairman of the Shareholders/ Investors Grievance Committee and a member of the Audit Committee in MindTree Limited.

Mr. V.K. Viswanathan joined the Board as Additional Director and Joint Managing Director on 01.01.2001, responsible for Finance, Administration and IT Co- ordination. Mr. Viswanathan joined the Company as Chief General Manager in August 1998. After a brief orientation in the Company, he took up an assignment in the Diesel Systems Division of Robert Bosch GmbH, Germany from September 1998. Upon completion of the assignment, he returned to the Company in November 2000. Upon assuming new responsibilities in Robert Bosch Corporation, Farmington Hills, USA (Robert Bosch North America), Mr. Viswanathan ceased to be a Director and Joint Managing Director of the Company from 28.02.2006.

Upon completion of his assignment with Robert Bosch Corporation, Farmington Hills, USA (Robert Bosch North America), he was appointed as Additional Director and Joint Managing Director with effect from 01.11.2007 responsible for Automotive Aftermarket, Starters and Generators, Packaging Machine, Power Tools and Security

Technology. He was appointed as Managing Director with effect from 01.02.2008.

Mr. Viswanathan, 59, is a Bachelor of Commerce from Madras University and a Chartered Accountant. Prior to joining the Company, he was the Group Treasurer & Head of Mergers and Acquisitions with Hindustan Unilever Limited with which group he was associated in various capacities for 17 years.

He does not hold any shares in the Company and is a member of Shareholders/Investors Grievance Committee of the Company and Chairman of the Audit Committee of Bosch Rexroth (India) Limited.

Dr. Manfred Duernholz joined the Executive Management of the Company on 01.02.2008 as Joint Managing Director responsible for the Powertrain business.

Dr. Manfred Duernholz, 54, holds a diploma in Engineering and a graduate degree in Machine building from the Technical University of Aachen, Germany. He is also a doctorate in Engineering.

He held varied technical position from 1974 to 1999 before joining the Bosch group in April 1999. In the Bosch group he held important positions including in Engine Laboratory at the Feuerbach Plant (1999- 2001), as Senior Vice President-Development (2001- 2007) and as Senior Vice President-Engineering (2007). He does not hold any shares in the Company.

Particulars of Employees

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However, as per provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, this Report and Accounts are being sent to the Shareholders of the Company excluding the Statement of Particulars of Employees under Section 217(2 A) of the Companies Act, 1956. Any Shareholder interested in obtaining a copy of the said Statement may write to the Company Secretary at the Registered Office of the Company and the same will be sent by post.

Corporate Governance

A Report on Corporate Governance approved by the Board of Directors of the Company and a Certificate from the Auditors of the Company is set out in the Annexure to the Directors Report. The Company has fully complied with the Corporate Governance practices specified under the Companies Act, 1956, and the Listing Agreement with the Stock Exchanges.

A Code of Conduct for Directors and Senior Management, Code of Conduct for Prevention of Insider Trading, Whistle Blower Policy, Rules & Regulations of Service Conduct for Managerial & Superintending Staff, Code of Business Conduct etc., effectively support the Corporate Governance processes.

A Management Discussion and Analysis Report also accompany this report.

Energy, Technology, Foreign Exchange, etc.

The report in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo, as required under Section 217(l)(e) read with The Companys (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is set out in the Annexure to the Directors Report.

Auditors

M/s. Price Waterhouse & Co., Chartered Accountants, the retiring auditors are eligible for re-appointment.

Directors Responsibility Statement

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Board of Directors report that:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

- Accounting policies have been selected and applied consistently and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period.

- Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The annual accounts have been prepared on a going concern basis.

Acknowledgements

The Directors express their gratitude to the Central Government and the State Governments of Karnataka, Maharashtra, Rajasthan and Goa for the support given to the Company. The Directors also thank all customers, dealers, suppliers, financial institutions and banks, members and others connected with the business of the Company for their co-operation.

For and on behalf of the Board of Directors

Bangalore Albert Hieronimus

5th March 2010 Chairman