Directors Report of Subros Ltd.

Mar 31, 2025

Your Directors are pleased to present the 40^th Annual Report of the Company together with the audited financial statements for
the year ended March 31, 2025.

FINANCIAL RESULT

Particulars	Standalone		Consolidated
	Financial Year	Financial Year	Financial Year	Financial Year
	2024-25	2023-24	2024-25	2023-24
	(Rs. in Crores)
Revenue from operations	3367.57	3070.57	3367.57	3070.57
Other income	20.78	14.67	20.71	14.55
Profit before depreciation, interest and tax	343.10	268.88	343.03	268.76
Less: Finance cost	11.48	11.67	11.48	11.67
Less: Depreciation	128.17	116.51	128.17	116.51
Add: Share of profits/loss of joint venture (equity method)	-	-	0.20	0.08
Net profit before Taxation	203.45	140.70	203.58	140.66
Less: Tax	53.06	43.04	53.06	43.04
Profit after Taxation	150.39	97.66	150.52	97.62
Profit brought forward	605.87	518.65	605.95	518.79
Profit available for appropriation	742.46	605.87	742.67	605.95

BUSINESS OPERATIONS

The net revenue from operations for the financial year ended
March 31, 2025 is Rs. 3367.57 Crores as against Rs.
3070.57 Crores in the previous financial year. The Net Profit
before Tax is Rs. 203.45 Crores as compared to Rs. 140.70
Crores in the previous financial year.

The Indian automobile industry is witnessing robust growth,
propelled by rising disposable incomes, rapid urbanization,
and supportive government initiatives focused on sustainable
mobility. This momentum is expected to persist, with the
sector projected to grow consistently in next 2~3 years.

Technological innovation is at the forefront of industry
transformation. Automakers are increasingly adopting advanced
technologies such as connected vehicles, autonomous
driving, and advanced driver-assistance systems (ADAS).
The shift toward electric vehicles (EVs) is accelerating, with
EVs now accounting for over 6% of total two-wheeler sales,
and several new battery electric vehicles (BEVs) launched
in 2025. Local component manufacturers are focusing on
indigenizing advanced parts like electric motors and automatic
transmissions to reduce import dependence.

The company remains committed to developing new products
using cutting-edge technology to stay future-ready. All thermal
solutions are meticulously designed to meet the evolving needs
of customers across mobility sectors. Improving operational
efficiency, product quality, and supply chain effectiveness
continues to be a strategic priority and will remain a key driver
of competitiveness going forward.

There has been no change in the nature of the Company’s
business.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

In FY 2024-25, India’s external environment saw a mixed
bag of challenges and opportunities. While the economy

exhibited resilience, with GDP growth projected at 6.4%,
global uncertainties like the Red Sea crisis and geopolitical
tensions impacted trade and investment flows. Despite these
headwinds, India’s foreign exchange reserves remained robust,
and FDI inflows showed a revival.

The Indian automobile industry continued its growth
trajectory, driven by healthy demand, infrastructure
investments, and government policies supporting sustainable
mobility. Domestic sales increased by 7.3%, and exports
rose significantly by 19.2%.India’s automobile industry saw
a strong performance, with passenger vehicle sales reaching
a record high of 4.3 million units. This growth was primarily
driven by the utility vehicle segment, which accounted for
65% of total passenger vehicle sales. There has been a
clear and continuous shift in consumer preference from car
segment to SUV segment, with SUVs share going up from
49% (FY 2022-23).

The Indian automobile industry is poised for strong growth,
driven by increasing demand, government initiatives, and
a shift towards electric vehicles. The government’s push
for EV adoption and increasing consumer awareness are
expected to fuel the growth of the EV segment, with EVs
potentially accounting for a significant share of the market
by 2030. Initiatives like the AMP 26, scrappage policy, and
production-linked incentive scheme are expected to boost the
industry’s growth and competitiveness. India has the potential
to become a global hub for automotive manufacturing and
innovation, with increasing exports and investments from
international companies.

The industry is focusing on developing and adopting new
technologies, such as connected vehicles, autonomous driving,
and advanced driver-assistance systems. The industry is also
prioritizing sustainability, with increasing focus on reducing
emissions and adopting eco-friendly technologies.

The Company continues to remain watchful of possible
impact of changes in interest rates, vehicle prices, volatile
geopolitical situation impacting economic & supply chain
situations on end consumer & OEM demand. The BEV/
Hybrid/CNG (alternate fuel) vehicle penetration continues
to increase due to Govt. push through various regulations
& schemes and also increase in customer acceptability for
clean or alternate fuel vehicles. Govt AC Mandate for Goods
carrier (N2 & N3 category) will have immediate positive
impact on our performance of FY 2025-26. Strong Order
book for Railway Business will be a key driver for our top
line as well as bottom line. The Company is also focused to
develop segments like Bus AC with more variety of products
and also EV AC kits. With a well-diversified thermal solution
portfolio and strong manufacturing presence, export remains
another focus area for the organization.

EXPANSION AND FUTURE PROSPECTS

The Company has increased its capacity in existing plant
locations to meet the increasing customer demand. The
Company has also sanctioned to setup green field project
at Kharkhoda (Haryana). The Company has also introduced
products for Railway Business, Goods Carrier vehicle (trucks),
Hybrid & Electric Vehicle in FY 2024-25 and will continue to
introduce more such products in coming years as per customer/
market requirements. Localization and cost optimization
activities across all product segments to marginalize impact
of global economic factors remains one of the core focus for
operations team.

There is capacity & product optimization and enhancement
plan with focus on Make in India along with increased local
manufacturing to ensure sufficient capacity is available for
all customers across locations in line with growing market
demand across all the segments.

Subros’ continuous investment to enhance design capability
as we move forward, has ensured that the organization is
ready to meet future customer demands in-line with Govt.
regulations with strong focus on long term technology
development. Currently, active work is being done for various
OEMs of diverse vehicle application for Indian as well as
Global Requirements. The long term growth prospects for the
Company’s product remains robust with passenger vehicle
industry production likely to touch 7 million vehicles by
2030.

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 150.39
Crores as against Rs. 97.66 Crores in the previous year. The
Board has recommended a dividend of Rs. 2.60 per share
(130% on the face value of equity shares of Rs. 2 each) for
the financial year ended March 31, 2025, as against Rs. 1.80
per share (90% on the face value of equity shares of Rs. 2
each) in the previous year.

The dividend, if approved by the Members at the ensuing
Annual General Meeting (AGM), shall absorb a sum of Rs.
16.96 Crores.

The Dividend Distribution Policy of the Company is available

on the Company’s website at https://www.subros.com/investors/
policies.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1.50 Crores to the
General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITION BETWEEN THE END OF THE
FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments that affect
the financial position of the Company subsequent to the date
of financial statement.

CAPITAL STRUCTURE

During the year there is no change in the Capital Structure of
your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the following changes took place
in the Board and Key Managerial Personnel of your Company:

i. Mr. Parmod Kumar Duggal was re-appointed as the
Whole-time Director designated as Executive Director &
Chief Executive Officer of the Company for a period of 3
years with effect from 5^th August, 2024.

ii. Ms. Shradha Suri was re-appointed as Chairperson &
Managing Director of the Company for a period of 3 years
with effect from 12^th May, 2025.

iii. Mr. Naohisa Kuriyama, Nominee Director has resigned
due to change in nomination of M/s DENSO Corporation,
Japan with effect from 28^th March, 2025.

iv. Dr. Yasuhiro lida, Alternate Director to Mr. Naohisa
Kuriyama has been vacated due to the resignation of Mr.
Naohisa Kuriyama, the Original Director with effect from
28^th March, 2025.

v. Mr. Yusuke Hara, appointed as Nominee Director of M/s
DENSO Corporation, Japan with effect from 28^th March,
2025.

vi. Dr. Yasuhiro lida, appointed as Alternate Director to Mr.
Yusuke Hara, the Original Director with effect from 28^th
March, 2025.

Pursuant to the provisions of Section 152, other applicable
provisions of the Companies Act, 2013 and Articles
of Association of the Company, Mr. Hisashi Takeuchi
(DIN: 07806180) Director of the Company retires by rotation
at the ensuing AGM and being eligible, offers himself for re¬
appointment.

His brief resume as required under the Listing Regulations
and Secretarial Standards is provided in the Notice of the
40^th AGM of the Company. The requisite resolution pertaining
to the re-appointment appears at the respective item of the
Notice along with the Statement and is recommended to the
Members for approval.

Declaration from Independent Directors:

The Company has received declaration(s) from all the
Independent Director(s) of the Company as laid down under

Section 149(7) of the Companies Act, 2013 read with Rule 6
of the Companies (Appointment and Qualification of Directors),
2014 along with Regulation 16 and Regulation 26 of the
listing Regulations, confirming that they meet the criteria as
laid down under Section 149(6) of the Companies Act, 2013
and the Listing Regulations.

Board Meeting:

The Board of Directors met five times during the financial
year 2024-25, the details of which are given in the Corporate
Governance Report which forms part of this Annual Report.
The intervening gap between any two meetings was within the
period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Board has Committees i.e Audit Committee, Nomination
& Remuneration Committee, Stakeholders Relationship
Committee, Corporate Social Responsibility Committee and
Risk Management Committee. The Composition, terms of
reference and number of meetings of the Board Committees is
described in Corporate Governance Report as stipulated under
Listing Regulations, which forms integral part of this Report.

Policy on Directors’ Appointment and Remuneration: The

policy of the Company on Directors’ and Senior Management
appointment and remuneration including criteria for
determining qualification, positive attributes and other matters
is available on the website https://www.subros.com/investors/
policies of the Company.

ANNUAL RETURN

The Annual Return as on March 31, 2025, in terms of
provisions of Section 134(3) and other applicable provisions of
the Companies Act, 2013, read with Rules thereto is available
on website of the Company https://www.subros.com/investors/
annual-returns and forms integral part of this Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act,
2013, your Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable
accounting standards have been followed along with
proper explanation relating to material departures;

b) The Directors 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 and loss
of the Company for that period;

c) The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013, for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a
going concern basis;

e) The Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls are adequate and were operating

effectively; and

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

SUBSIDIARIES AND JOINT VENTURES

DENSO Subros Thermal Engineering Centre India Private
Limited, a Joint Venture, achieved revenue of Rs. 17.95
Crores during the FY 2024-25 as against Rs. 17.48 Crores
in the previous year. The Joint Venture achieved a profit of
Rs. 0.75 Crores during the year as against Rs. 0.31 Crores
increased by 141.94%. Your Company is holding 26% shares
in this Joint Venture.

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and IND AS
110 - Consolidated Financial Statements read with IND AS
31 - Interest in Joint Ventures, your Directors have pleasure
in attaching the Audited Consolidated Financial Statements,
which forms a part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in terms of Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Company
(Accounts) Rules, 2014 relevant rules is annexed herewith as
Annexure-1 and forms integral part of this report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors: As per the provisions of Section 139 of
the Companies Act, 2013, the shareholders have approved
the re-appointment of M/s Price Waterhouse Chartered
Accountants LLP, as Statutory Auditors of the Company for
the second term of five consecutive years from the conclusion
of the 37^th Annual General Meeting till the conclusion of 42^nd
Annual General Meeting.

The Auditors’ Report to the Members for the year under review
does not contain any qualification, reservation or adverse
remark. The observations of the Auditors and the relevant
notes on accounts are self-explanatory and therefore do not
call for any further comments.

Cost Auditors: The Company has re-appointed M/s. Chandra
Wadhwa & Company, Cost Accountants, as Cost Auditors of
the Company to conduct the audit of cost records maintained
by the Company for the FY 2025-26 in accordance with
Section 148(1) of the Companies Act 2013. The ratification
of remuneration payable to Cost Auditors for the FY 2025¬
26 is being sought from the Members of the Company at the
ensuing AGM.

Secretarial Auditors: As per the provisions of Regulation
24A of the SEBI Listing Regulations, and Section 204 of the
Act and on the basis of Audit Committee recommendation,
the Board of Directors approves and recommends for
shareholders’ approval for the appointment of M/s RSM &
Co., (Firm Registration No P1997DE017000). The Company
has appointed M/s. RSM & Co., Company Secretaries as

Secretarial Auditors to conduct the audit of secretarial and
related records of the Company for the first term of Five Years
from 01.04.2025 to 31.03.2030.

The Secretarial Audit Report for the financial year ended
March 31, 2025 is annexed as Annexure-2 and the same is
self-explanatory. The said Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

The Statutory Auditors, Cost Auditors or Secretarial Auditors
have not reported any frauds during the Financial Year 2024-25
under Section 143(12) of the Companies Act, 2013 and rules
made thereunder.

DEPOSITS

During the year under review, your Company has neither
invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE
REGULATORS

No significant material order was passed by the Regulators or
Courts or Tribunals impacting the going concern status and
Company’s operations in future.

INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is discussed in
Management Discussion and Analysis, as stipulated under the
Listing Regulations with the Stock Exchanges, which forms
part of this Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any inter- corporate loans and/or
provided any guarantees. Details related to the investments
made by the Company are given in Note 5(a),(b)&(c) to the
Standalone Financial Statements of the Company.

There is no proceeding pending under the Insolvency and
Bankruptcy Code, 2016. There was no instance of one time
settlement with any Bank or Financial Institution(s).

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility
(CSR) Policy to undertake CSR initiatives as specified in
Schedule VII of the Companies Act, 2013. The Company has
constituted a robust and transparent governance structure
to oversee the implementation of CSR Policy, in compliance
with the requirements of Section 135 of the Companies Act,
2013. The Annual Report on CSR activities is annexed as
Annexure-3 and forms integral part of this report. This Policy
is placed on the website of the Company https://www.subros.
com/zip/CSR%20Policy.pdf.

RISK MANAGEMENT

The Company has robust Risk Management framework
in place which is aligned with ISO 31000: 2018 Risk
Standard. Company’s Risk Management policy is defined
and reviewed periodically. ERM framework has detailed
the process of Risk Identification, analysis, evaluation and
treatment. ERM framework is certified after conducting
audits by the external accredited agencies. Every year audits
are done to review the appropriateness of the deployment
of ERM framework in the organization and participation of

the functional team.

Every year Company carries the Bench marking exercise by
referring to the external agency reports and analyzing the
risks identified by OEM / industry peers which enable us
to stay ahead of curve. The risk management process and
structure ensure the identification & mitigation of Strategic,
Operational, Financial & Regulatory risk(s). The Risk
Registers and mitigation action implementation is reviewed
at fixed frequency by the management and commitments to
resource allocation ensure that risk management remains a
priority. The Risk Management Committee also review the
progress of Risk identified & its mitigation plan on half yearly
basis.

The Company is working to create a Risk averse and Opportunity
focused culture that promotes principled decision making to
establish acceptable risk Levels in the organization.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the
Company has established a Vigil Mechanism/ Whistle Blower
Policy for directors, employees, suppliers, contractors and
other stakeholders of the Company. The purpose and objective
of this Policy is to cover serious concerns, unethical behavior,
actual or suspected fraud that would have a larger impact on
image and values of the Company due to incorrect financial
reporting or improper conduct. The Whistle Blower Policy
has been placed on the website of the Company https://www.
subros.com/zip/Whistle%20Blower%20Policv.pdf

SEXUAL HARASSMENT

The Company has in place a Sexual Harassment Policy in line
with the requirements of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Internal Committee has been set up to redress complaints
received regarding sexual harassment. During the year the
Company did not receive any complaint.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party
Transaction Policy for determining material related party
transactions. The Related Party Transaction Policy is available
on the website of the Company https://www.subros.com/zip/
Related%20Partv%20Transaction%20Policv.pdf. A statement
of all particulars of Contracts or Arrangements with material
related parties referred to in Section 188(1) of the Companies
Act, 2013, is annexed as Annexure-4 and forms integral part
of this report.

LISTING

The Equity Shares of your Company continue to be listed on
BSE Limited (BSE) and the National Stock Exchange of India
Limited (NSE). The listing fees for the financial year 2025-26
have been paid to the said stock exchanges.

ANNUAL EVALUATION

In compliance with the provisions of the Companies Act,
2013, Listing Regulations and Guidance Note issued by SEBI
the Board has formulated a framework, inter alia, for formal
evaluation of its performance and effective functioning of its

committees and the Board of Directors.

In this regard the Board has, inter alia, carried out an
annual evaluation of the performance of all the independent
director(s). The Nomination & Remuneration Committee
(“NRC”), inter alia, reviewed the performance of every
directors and the Board as a whole and its committee(s).
The Independent Directors, inter alia, reviewed performance
of non-independent directors, the Board as a whole and its
committees and assessed the quality, quantity and timeliness
of flow of information between the Company’s management
and the Board.

The evaluation criteria of the performance of every
director, Board & its committees included, inter alia, their
structure/ composition, meeting availability and attendance,
commitment, contribution, integrity, ability to function as
a team, expertise drawn from diverse domains banking,
administration, strategic and technical and bring specific
knowledge & competencies relevant to the Company’s
business. The Board members participation and overall
functioning was quite satisfactory and effective during the
year under review. There are no specific observations on the
Board evaluation carried out during the year as well as for
the previous year.

CREDIT RATING

ICRA assigned the Long Term Ratings as [ICRA] AA “Stable”
and the Short Term Ratings as [ICRA] A1 “Positive”.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

Disclosure in respect to remuneration and other details as
per the provisions of Section 197(12) of the Companies
Act, 2013 read with Rule 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in the Annexure-5 to this Report
having regard to the provisions of the second proviso to
Section 136(1) of the Companies Act, 2013, the Annual
Report excluding the said statement of employees under
Section 197(12) of Companies Act, 2013 is being sent to the
Members of the Company. The said information is available
for inspection at the registered office of the Company during
working hours and any Member interested in obtaining
said statement may write to the Company Secretary at the
registered office of the Company.

CORPORATE GOVERNANCE AND SHAREHOLDERS
INFORMATION

The Company is committed to maintain the highest standards
of corporate governance. The Company has complied with the
corporate governance requirements, as stipulated under the
Listing Regulations. A report on Corporate Governance along
with a Certificate from the Practicing Company Secretaries
regarding compliance on the conditions of corporate
governance prescribed under Listing Regulations is annexed
herewith and forms integral part of this Report. All Policies
of the Company are available on the website of the Company
https://www.subros.com/investors/policies.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis, as required
in terms of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
is annexed to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

A report on adoption of responsible business practices in
the interest of the social, governance and environmental
perspective are as vital as their financial and operational
performance, conforming to the requirements of the clause
(f) of sub-regulation (2) of Regulation 34 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Business Responsibility and Sustainability Report
for Financial Year 2024-25 is annexed herewith and forms
integral part of this Report.

INVESTOR EDUCATION AND PROTECTION FUND

The disclosure of IEPF related activities during the year under
review forms a part of the report on Corporate Governance.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the mandatorily applicable
Secretarial Standards issued by the Institute of Company
Secretaries of India on meetings of Board of Directors, its
Committee(s) and General Meetings.

ACKNOWLEDGMENT

The Board extends heartfelt gratitude to the Company’s valued
customers, Maruti Suzuki India Limited, Tata Motors Limited,
Mahindra & Mahindra Limited, Ashok Leyland Limited, Force
Motors Limited, Renault Nissan Automotive India Private
Limited and many more, for the trust and confidence reposed
by them in the Management for their co-operation and support
provided to the Company.

The Board acknowledge cooperation and support of the
supplier base, vendors and Company’s bankers HDFC Bank,
ICICI Bank, State Bank of India, Kotak Mahindra Bank & other
Banks and our collaborators, DENSO Corporation, Japan and
Suzuki Motor Corporation, Japan for their continued support.

The Board conveys appreciation to all the Company’s
employees for their hard work, support and commitment
towards the achievement of the performance and overall
growth of the Company.

Last but not the least, the Board wishes to thank all the
shareholders, business associates and other stakeholders
for their long association during the growth journey of the
Company.

For and on behalf of the Board of Directors

SHRADHA SURI

Chairperson & Managing Director
(DIN: 00176902)

Place: New Delhi
Dated: May 22, 2025

---

Mar 31, 2024

Your Directors are pleased to present the 39^th Annual Report of the Company together with the audited financial statements for the year ended March 31, 2024.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	Financial Year 2023-24	Financial Year 2022-23	Financial Year 2023-24	Previous Year 2022-23
	(Rs. in Crores)
Revenue from operations (Net of excise duty)	3070.57	2806.28	3070.57	2806.28
Other income	14.67	20.57	14.55	20.29
Profit before depreciation, interest and tax	268.88	188.08	268.75	187.79
Less: Finance cost	11.67	6.78	11.67	6.78
Less: Depreciation	116.51	110.28	116.51	110.28
Add: Share of profits/loss of joint venture (equity method)	-	-	0.08	0.12
Net profit before Taxation	140.70	71.02	140.66	70.85
Less: Tax	43.04	22.93	43.04	22.93
Profit after Taxation	97.66	48.09	97.62	47.92
Profit brought forward	518.65	478.68	518.79	476.78
Profit available for appropriation	605.87	518.65	605.96	518.79

BUSINESS OPERATIONS

The net revenue from operations for the financial year ended March 31, 2024 is Rs. 3070.57 Crores as against Rs. 2806.28 Crores in the previous financial year. The Net Profit before Tax is Rs. 140.70 Crores as compared to Rs. 71.02 Crores in the previous financial year.

The Indian automobile industry is setting out on a journey with hopes for a sustained growth momentum. Despite the challenging operating environment characterized by the ongoing geo-political issues and supply chain disruptions, the Company continued to demonstrate resilience and agility. It has successfully launched several new products tailored to meet the evolving needs of the customers, strengthening it''s position in the automotive sector.

During the year, the Company continued to focus on enhancing operational efficiency and productivity across all it''s manufacturing facilities. The Company relentless pursuit of excellence has enabled it to improve product quality, reduce lead times, and optimize costs, thereby enhancing the competitiveness in the market.

There has been no change in the nature of business of the Company.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

The Indian automobile industry has historically been a good indicator of how well the economy is doing, as the automobile sector plays a key role in both macroeconomic expansion and technological advancement. The rising logistics and passenger transportation industries are driving up demand for commercial vehicles. India is also a prominent auto exporter and has strong export growth expectations for the near future.

In addition, several initiatives by the Government of India such as the Automotive Mission Plan 2026, scrappage policy, and production-linked incentive scheme in the Indian market are expected to make India one of the global leaders in the coming years.

India enjoys a strong position in the global heavy vehicles market as it is the largest tractor producer, second-largest bus manufacturer, and third-largest heavy truck manufacturer in the world. India''s annual production of automobiles in FY2023-24 was 23.8 million vehicles. India has a strong market in terms of domestic demand and exports.

The passenger vehicles (cars) in India reached an all-time high in the financial year 2023-24, totaling more than 4.2 million units. This surge was particularly notable in the sales of Sports Utility Vehicles (SUVs), which accounted for a significant portion of the overall sales.

SUVs remain the prime driver behind the healthy volumes in India. In 2024, SUV sales witnessed a remarkable 24% growth, reaching 2 million units and accounting for almost half of the country''s passenger vehicle (PV) volume. This surge was driven by automakers'' efforts to meet consumer preferences through the introduction of new SUV offerings that cater to various market segments. All major OEM''s have followed the same strategy by following the customer preference resulted into this surge.

The Ministry of Road Transport and Heavy Industry has issued a notification for all new trucks to be manufactured on or after October 1, 2025, must be equipped with AC cabins for drivers. Truck drivers play a key role in the transport sector for India and there is a need to address issues regarding their working

conditions and safety. This notification will boost Company''s efforts to expand its base of customers and at the same time increase its share of business in this segment.

Indian Railway being a Lifeline of nation has been continually making innovations in its Technology, Service, Operations and Overall System to lead the nation on path to a modern and ever progressing future. Government push on Rail infrastructure has made it a priority segment for the Company and it has already received the product and facility approval from RDSO. The Company has secured orders for both coach and Cab AC that will be adding significant orders over a period of time both in terms of value and product range.

The future outlook for passenger vehicle and commercial vehicle remains positive, though growth is likely to moderate in FY 2024-25. The BEV/Hybrid/CNG (alternate fuel) vehicle penetration is expected to increase in coming years due to government push through various regulations & schemes and also increase in customer acceptability for clean or alternate fuel vehicles. Business development in EV and Hybrid space is key focus points with products segments including Passenger Vehicle, Bus, Truck and Tractor. It also presents unique export opportunities for the Company to have global presence.

EXPANSION AND FUTURE PROSPECTS

The Company is poised for a strategic expansion that will propel it into new markets and solidify it''s position as a leader in the automotive sector. The Company''s expansion plan is driven by a comprehensive market analysis that identifies opportunities for growth. The Company aim to capitalize on these opportunities by leveraging it''s core strengths in innovation, quality, and customer service.

The Company is gearing up for meeting future customer demands in-line with customer plans and market outlook. New product development for IC engine & EV for Passenger vehicles, Bus, Truck and Off-road are in progress for various OEM Models and are in-line with their project milestones. New Projects for Rail Cab AC & Coach AC are also under development & currently in execution.

The Company''s largest customer Maruti Suzuki has announced huge expansion which is part of their vision to achieve a production volume of 4 million vehicles by 2030, doubling its output over next six years. Regarding this, expansion plans in Haryana and Gujarat. The Company is also aligning with all these new opportunities and planning to expand it''s capacities at all locations. The Company is focused on localization and cost optimization activities across all product segments to marginalize impact of global economic factors. This capacity expansion & product optimization with focus on Make in India will ensure sufficient capacity is available for all our customers in line with growing market demand across all the segments.

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 97.66 Crores as against Rs. 48.09 Crores in the previous year. The Board has recommended a dividend of Rs. 1.80 per share (90% on the face value of equity shares of Rs. 2 each) for the financial year ended March 31, 2024, as against Rs. 1.00 per

share (50% on the face value of equity shares of Rs. 2 each) in the previous year.

The dividend, if approved by the Members at the ensuing Annual General Meeting (AGM), shall absorb a sum of Rs. 11.74 Crores.

The Dividend Distribution Policy of the Company is available on the Company''s website at www.subros.com/investors.html.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1.50 Crores to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments that affect the financial position of the Company subsequent to the date of financial statement.

CAPITAL STRUCTURE

During the year there is no change in the Capital Structure of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the following changes took place in the Board and Key Managerial Personnel of your Company:

i. Mr. Arvind Kapur was re-appointed as Independent Director of the Company for a second consecutive term commencing from 6^th February, 2024.

ii. Mr. Girish Narain Mehra, Mr. K.R. Ramamoorthy, Mr. M.A. Pathan, Mr. Shailendra Swarup and Mrs. Meena Sethi, Independent Directors have completed their second term of five consecutive years on 31^st March, 2024.

iii. Justice Arjan Kumar Sikri (Retd), Ambassador Deepa Gopalan Wadhwa, IFS (Retd), Mr. Ashok Lavasa, IAS (Retd), Mrs. Vanaja Narayanan Sarna, IRS (Retd) and Ms. Smita Piyush Mankad were appointed as Independent Directors with effect from 1^st April, 2024.

iv. Mr. Kamal Samtani was appointed as Company Secretary & Compliance Officer (KMP) of the Company with effect from 28^th April, 2023.

The Board places on record the great appreciation for outgoing Independent Directors for their guidance as independent director(s) and thanked them for their dedication to the Company.

In the opinion of the Board, Independent Directors appointed/ re-appointed during the year possess requisite qualification, positive attributes, independence, relevant skills, knowledge, experience including the proficiency & competency, fulfillment of functions, ability to function as team, initiative, commitment, substantial contribution & integrity.

Pursuant to the provisions of Section 152 other applicable provisions of the Companies Act, 2013 and Articles of Association of the Company, Dr. Jyotsna Suri (DIN: 00004603) Director of the Company retires by rotation at the ensuing AGM and being eligible, offers herself for re-appointment.

Her brief resume as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 39^th AGM of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.

Declaration from Independent Directors:

The Company has received declaration(s) from all the Independent Director(s) of the Company as laid down under Section 149(7) of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors), 2014 along with Regulation 16 and Regulation 26 of the listing Regulations, confirming that they meet the criteria as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Board Meeting:

The Board of Directors met six times during the financial year 2023-24, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

COMMITTEES OF THE BOARD

The Board has Committees i.e Audit Committee, Nomination & Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee. The Composition, terms of reference and number of meetings of the Board Committees is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.

Policy on Directors'' Appointment and Remuneration: The

policy of the Company on Directors'' and Senior Management appointment and remuneration including criteria for determining qualification, positive attributes and other matters is available on the website www.subros.com/investors.html of the Company.

ANNUAL RETURN

The Annual Return as on March 31, 2024, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company www.subros.com/investors.html and forms integral part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors 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 and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES AND JOINT VENTURES

DENSO Subros Thermal Engineering Centre India Private Limited, a Joint Venture, achieved revenue of Rs. 17.48 Crores during the FY 2023-24 as against Rs. 17.62 Crores in the previous year. The Joint Venture achieved a profit of Rs. 0.31 Crores during the year as against Rs. 0.45 Crores decreased by 31% due to increase in staff cost, on account of early retirement, impact of actuarial valuation and expat bonus provision. Your Company is holding 26% shares in this Joint Venture.

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and IND AS 110 - Consolidated Financial Statements read with IND AS 31 - Interest in Joint Ventures, your Directors have pleasure in attaching the Audited Consolidated Financial Statements, which forms a part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information in terms of Section 134(3)(m) of the

Companies Act, 2013, read with Rule 8(3) of the Company (Accounts) Rules, 2014 relevant rules is annexed herewith as Annexure-1 and forms integral part of this report.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors: As per the provisions of Section 139 of the Companies Act, 2013, the shareholders have approved the re-appointment of M/s Price Waterhouse Chartered Accountants LLP, as Statutory Auditors of the Company for the second term of five consecutive years from the conclusion of the 37^th Annual General Meeting till the conclusion of 42^nd Annual General Meeting.

The Auditors'' Report to the Members for the year under review does not contain any qualification, reservation or adverse remark. The observations of the Auditors and the relevant notes on accounts are self-explanatory and therefore do not call for any further comments.

Cost Auditors: The Company has re-appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors of

the Company to conduct the audit of cost records maintained by the Company for the FY 2024-25 in accordance with Section 148(1) of the Companies Act 2013. The ratification of remuneration payable to Cost Auditors for the FY 2024-25 is being sought from the Members of the Company at the ensuing AGM.

Secretarial Auditors: The Company has re-appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the FY 2024-25. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed as Annexure-2 and the same is self-explanatory. The said Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Statutory Auditors, Cost Auditors or Secretarial Auditors have not reported any frauds during the Financial Year 2023-24 under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material order was passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock Exchanges, which forms part of this Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any inter- corporate loans and/or provided any guarantees. Details related to the investments made by the Company are given in Note 5(a)&(b)(ii) to the Standalone Financial Statements of the Company.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. There was no instance of one time settlement with any Bank or Financial Institution(s).

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013. The Annual Report on CSR activities is annexed as Annexure-3 and forms integral part of this report. This Policy is placed on the website of the Company www.subros.com/ investors.html.

The Company has a risk management policy and framework is in place for identification and mitigations of risks. The Company''s Enterprise Risk Management (ERM) framework aligns with ISO 31000:2018 Risk Standards to ensure proper identification & treatment of risk(s). The implementation of ERM Framework is continuously evolving and the Company has adapted the changing requirements & emerging risk(s). Every year Company carries the Benchmarking exercise for drawing insights from industry peers and forum which enable it to stay ahead of curve. The risk management process and structure ensure the identification & mitigation of Strategic, Operational, Financial & Regulatory risk(s).

The Company ensures the participation of teams across the organization to create culture of risk awareness and ownership. The Risk Registers and mitigation action implementation is reviewed at fixed frequency by the management and commitment to resource allocation ensure that risk management remains a priority.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism/ Whistle Blower Policy for directors, employees, suppliers, contractors and other stakeholders of the Company. The purpose and objective of this Policy is to cover serious concerns, unethical behavior, actual or suspected fraud that would have a larger impact on image and values of the Company due to incorrect financial reporting or improper conduct. The Whistle Blower Policy has been placed on the website of the Company www.subros.com/investors.html.

SEXUAL HARASSMENT

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been set up to redress complaints received regarding sexual harassment. During the year the Company did not receive any complaint.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company www.subros.com/ investors.html. A statement of all particulars of Contracts or Arrangements with material related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed as Annexure-4 and forms integral part of this report.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the financial year 2024-25 have been paid to the said stock exchanges.

ANNUAL EVALUATION

In compliance with the provisions of the Companies Act, 2013, Listing Regulations and Guidance Note issued by SEBI

the Board has formulated a framework, inter alia, for formal evaluation of its performance and effective functioning of its committees and the Board of Directors.

In this regard the Board has, inter alia, carried out an annual evaluation of the performance of all the independent director(s). The Nomination & Remuneration Committee (“NRC”), inter

alia, reviewed the performance of every directors and the Board as a whole and its committee(s). The Independent Directors, inter alia, reviewed performance of non-independent directors, the Board as a whole and its committees and assessed the quality, quantity and timeliness of flow of information between the Company''s management and the Board.

The evaluation criteria of the performance of every director, Board & its committees included, inter alia, their structure/ composition, meeting availability and attendance, Commitment, Contribution, integrity, ability to function as a team, expertise drawn from diverse domains banking, administration, strategic and technical and bring specific knowledge & competencies relevant to the Company''s business. The Board members participation and overall functioning was quite satisfactory and effective during the year under review. There are no specific observations on the Board evaluation carried out during the year as well as for the previous year.

CREDIT RATING

ICRA has upgraded the Long Term Ratings as [ICRA] AA “Stable” and revised Outlook from Positive to stable and re-affirmed the Short Terms Ratings as [ICRA] A1 “Positive”.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-5 to this Report having regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said statement of employees under Section 197(12) of Companies Act, 2013 is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any Member interested in obtaining said statement may write to the Company Secretary at the registered office of the Company.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries regarding compliance on the conditions of corporate governance prescribed under Listing Regulations is annexed herewith and forms integral part of this Report. All Policies of the Company are available on the website of the Company www.subros.com/investors.html.

The Management Discussion and Analysis, as required in terms of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to this Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A report on adoption of responsible business practices in the interest of the social, governance and environmental perspective are as vital as their financial and operational performance. conforming to the requirements of the clause (f) of subregulation (2) of Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Business Responsibility and Sustainability Report for Financial Year 2023-24 is annexed herewith and forms integral part of this Report.

INVESTOR EDUCATION AND PROTECTION FUND

The disclosure of IEPF related activities during the year under review forms a part of the report on Corporate Governance.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the mandatorily applicable Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its Committee(s) and General Meetings.

ACKNOWLEDGMENT

The Board extends heartfelt gratitude to the Company''s valued customers, Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Ashok Leyland Limited, Force Motors Limited, Renault Nissan Automotive India Private Limited and many more, for the trust and confidence reposed by them in the Management for their cooperation and support provided to the Company.

The Board acknowledge cooperation and support of the supplier base, vendors and Company''s bankers HDFC Bank, ICICI Bank, State Bank of India, Kotak Mahindra Bank & other Banks and our collaborators, DENSO Corporation, Japan and Suzuki Motor Corporation, Japan for their continued support.

The Board conveys appreciation to all the Company''s employees for their hard work, support and commitment towards the achievement of the performance and overall growth of the Company.

Last but not the least, the Board wishes to thank all the shareholders, business associates and other stakeholders for their long association during the growth journey of the Company.

For and on behalf of the Board of Directors

SHRADHASURI Chairperson & Managing Director (DIN: 00176902)

Place: New Delhi Dated: May 23, 2024

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Mar 31, 2023

The Directors are pleased to present the 38^th Annual Report of the Company together with the audited financial statements for the year ended March 31, 2023.

FINANCIAL RESULTS

Particulars	Standalone		Consolidated
	Current Year 2022-23	Previous Year 2021-22	Current Year 2022-23	Previous Year 2021-22
	(Rs. in Crores)
Revenue from operations (Net of excise duty)	2806.28	2238.64	2806.28	2238.64
Other income	20.57	9.92	20.29	9.54
Profit before depreciation, interest and tax	188.08	158.65	187.79	158.27
Less: Financial Charges	6.78	10.92	6.78	10.91
Less: Depreciation	110.28	102.35	110.28	102.35
Add: Share of profits/loss of joint venture (equity method)	-	-	0.12	0.29
Net profit before Taxation	71.02	45.38	70.85	45.30
Less: Tax	22.93	12.80	22.93	12.80
Profit after Taxation	48.09	32.58	47.92	32.50
Profit brought forward	478.68	449.24	476.78	449.64
Profit available for appropriation	518.65	474.68	518.79	476.78

BUSINESS OPERATIONS

The net revenue from operations for the financial year ended March 31, 2023 is Rs. 2806.28 Crores as against Rs. 2238.64 Crores in the previous financial year. The Net Profit before Tax is Rs 71.02 Crores as compared to Rs. 45.38 Crores in the previous financial year.

The Indian automobile industry is setting out on a journey with hopes for a sustained growth momentum in FY 2023-24 and further embracing clean technology amid the lurking speed breakers of rising interest rates, cost increases and new emission and safety norms, having witnessed a strong comeback from the COVID-led downturn this year. The semiconductor shortage continues to be dynamic. The domestic automotive industry is expected to grow at high single-digit levels in FY 2023-24.

In view of the Covid-19 pandemic, considering the current internal and external factors, the Company has made detailed assessment of its liquidity position / cash flow and of the carrying value of its assets and liabilities as at March 31, 2023 and has concluded that there are no adjustments required in the financial statements. The Company will continue to closely monitor the future economic conditions.

The performance of the Company is also discussed in Management Discussion and Analysis, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchanges, which forms part of the Directors’ Report.

There has been no change in the nature of business of the Company.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

After two years of demand variations due to Covid, the FY 2022-23 has been a year of stabilized positive growth for the Indian Automobile Industry. Passenger vehicles (PV)

segment recorded highest ever production of 4.6 million vehicles, marking a growth of 25% over last year. There has been a clear shift in consumer preference from car segment to SUV segment, with SUVs share going up to 49% (FY 2022-23) from 46% (FY 2021-22). Car segment share has dropped to 48% (FY 2022-23) from 51% (FY 2021-22). The automobile sales in FY 2022-23 have some impact due to supply chain constraints and semiconductor shortages mainly in first half of the FY, which led to some constraint on Original Equipment Manufacturer (OEM) production vs market demand. The penetration of BEV/ Hybrid/CNG vehicle witnessed significant growth from the last year, with major OEM launching BEV/Hybrid/CNG Vehicles. The commercial vehicle segment also witnessed a growth of 29% from FY 2021-22 along with EV Commercial vehicles increasing their numbers. The passenger carrier (Bus) segment has shown a strong growth with significant demand continuing for AC Ambulances and exceeded production of pre-covid year (FY 2019-20). Also the goods carrier segment (Truck) witnessed a growth of 23% from last year. The pressure on Company’s cost remains high as there has been significant rise in input costs due to various economic and geopolitical situations, and though trend seem to be easing towards H2 of FY 2023-24 but it remains volatile and input costs continued to be higher than pre COVID levels.

The future outlook for passenger vehicle and commercial vehicle remains positive, though growth is likely to moderate in FY 2023-24 to higher single digit for PVs, and slightly higher than this for CVs. The Company continues to remain watchful of possible impact of increasing interest rates, increased vehicle prices & volatile global economic & supply chain situations on end consumer & OEM demand.

The BEV/Hybrid/CNG (alternate fuel) vehicle penetration is expected to increase in coming years due to Govt. push through various regulations & schemes and also increase in customer acceptability for clean or alternate fuel vehicles. The Company is focused to develop segments like Bus AC with more variety of products and also EV AC kits, and also Rail Coach AC segment where Company has successfully obtained necessary facility approval in FY 2022-23 for development & supply for Indian Railways.

EXPANSION AND FUTURE PROSPECTS

The Company expanded their capacity at Chennai location and commenced supplies for New Products. The Company has also introduced products for Hybrid & Electric Vehicle in FY22-23 and would introduce more such products in coming years. The Company is focused on localization and cost optimization activities across all product segments to marginalize impact of global economic factors. There is capacity & product optimization and enhancement plan with focus on Make in India along with increased local manufacturing to ensure sufficient capacity is available for all customers across locations in line with growing market demand across all the segments.

The Company is also gearing up for meeting future customer demands in-line with Govt. regulations with strong focus on long term technology development. New product development for Inter combustion engine & EV for Passenger vehicles, Bus, Truck, Off-road are in progress for various OEM Models in-line with their project milestones. New Projects for Rail Cab AC & Coach AC are also under development & execution. The long term growth prospects for the Company’s product remains robust with passenger vehicle industry production likely to touch 7 million vehicles by 2030.

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 48.09 Crores as against Rs. 32.58 Crores in the previous year. The Board has recommended a dividend of Rs. 1.00 per share (50% on the face value of equity shares of Rs. 2 each) for the financial year ended March 31,2023, as against Rs. 0.70 per share (35% on the face value of equity shares of Rs. 2 each) in the previous year.

The dividend, if approved by the Members at the ensuing Annual General Meeting (AGM), shall absorb a sum of Rs. 6.52 Crores.

The Dividend Distribution Policy of the Company is available on the Company’s website at www.subros.com/investors.html.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1.50 Crores to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments that affect the financial position of the Company subsequent to the date of financial statement.

CAPITAL STRUCTURE

During the year there is no change in the Capital Structure of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the following changes took place in the Board and Key Managerial Personnel of your Company:

i. Ms. Shradha Suri was re-appointed as the Chairperson & Managing Director for a period of three years w.e.f. 12.05.2022.

ii. Mr. Hisashi Takeuchi was appointed as Nominee Director of Suzuki Motor Corporation Japan, w.e.f. 01.10.2022 in place of Mr. Kenichi Ayukawa.

iii. Mr. Naohisa Kuriyama was appointed as Nominee Director of M/s DENSO Corporation, Japan in place of Mr. Hidemasa Takahashi w.e.f. 29.03.2023.

iv. Mr. Yasuhiro lida was appointed as Alternate Director to Mr. Hidemasa Takahashi in place of Mr. Yasuaki Matsunaga w.e.f. 25.01.2023. His office was vacated with resignation of Mr. Hidemasa Takahasi. Mr. Yasuhiro lida was again appointed as Alternate Director to Mr. Naohisa Kuriyama w.e.f. 29.03.2023.

v. Mr. Shiv Ram Singh was appointed as Company Secretary & Compliance Officer w.e.f. 01.06.2022 on superannuation of Mr. Rakesh Arora, then Company Secretary and Compliance Officer. Mr. Shiv Ram Singh later resigned w.e.f. 15.11.2022.

vi. Mr. Kamal Samtani was appointed as Company Secretary & Compliance Officer w.e.f 28.04.2023.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr.Tomoaki Yoshimori, Director of the Company retires by rotation at the ensuing AGM and being eligible, offers himself for re-appointment. His brief resume as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 38^th AGM of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.

Declaration from Independent Directors:

The Company has received necessary declaration(s) from all the Independent Director(s) of the Company as laid down under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Board Meeting:

The Board of Directors met five times during the financial year 2022-23, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

Policy on Directors’ Appointment and Remuneration:

The policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications,

positive attributes and other matters is available on the website www.subros.com/investors.html of the Company.

AUDIT COMMITTEE

The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors 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 and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES AND JOINT VENTURES

DENSO Subros Thermal Engineering Centre India Private Limited, a Joint Venture, achieved revenue of Rs. 17.62 Crores during the FY 2022-23 as against Rs. 17.95 Crores in the previous year. The Joint Venture achieved a profit of Rs. 0.45 Crores during the year as against Rs. 1.11 Crores in the previous year due to increase in other expenses because of provision of contingencies amounting to Rs 130.08 Lakhs (i.e. PF contribution in respect of international workers Rs. 11.02 Lakhs and interest on delayed payment of GST on Expat employee under reverse charge Rs. 119.05 lakhs). Your Company is holding 26% shares in this Joint Venture.

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and IND AS 110 - Consolidated Financial Statements read with IND AS 31 - Interest in Joint Ventures, your Directors have pleasure in attaching the Audited Consolidated Financial Statements, which forms a part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed herewith as Annexure-1 and forms integral part of this report.

ANNUAL RETURN

The Annual Return as on March 31, 2023, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company www.subros.com/investors.html and forms integral part of this Annual Report.

AUDITORS AND AUDITORS’ REPORT

Statutory Auditors: As per the provisions of Section 139 of the Companies Act, 2013, the shareholders have approved the re-appointment of M/s Price Waterhouse Chartered Accountants LLP, as Statutory Auditors of the Company for the 2^nd term of 5 years from the conclusion of the 37^th AGM till the conclusion of 42^nd AGM.

The Auditors’ Report to the Members for the year under review does not contain any qualification, reservation or adverse remark. The observations of the Auditors and the relevant notes on accounts are self-explanatory and therefore do not call for any further comments.

Cost Auditors: The Company has re-appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors of the Company to conduct the audit of cost records maintained by the Company for the FY 2023-24 in accordance with Section148(1) of the Companies at 2013. The ratification of remuneration payable to Cost Auditors for the FY 2023- 24 is being sought from the Members of the Company at the ensuing AGM.

Secretarial Auditors: The Company has re-appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the FY 2023-24. The Secretarial Audit Report for the financial year ended March 31, 2023 is annexed as Annexure-2 and the same is self-explanatory. The said Secretarial Audit Report does not contain any qualification or adverse remark.

DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material order was passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock Exchanges, which forms part of this Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any inter- corporate loans and/or provided any guarantees. Details related to the investments made by the Company are given in Note 5(a)(ii) to the Standalone Financial Statement of the Company.

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

There was no instance of one time settlement with any Bank or Financial Institution.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013. The Annual Report on CSR activities is annexed as Annexure-3 and forms integral part of this report. This Policy is placed on the website of the Company www.subros.com/ investors.html.

RISK MANAGEMENT

The Company has a risk management policy and framework in place to ensure proper identification and treatment of risks. The identification and mitigation of strategic, business, operational and process risks are carried out for all functions. The key strategic risks along with mitigation plan are presented to the risk management committee on half-yearly basis. Few of such risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report. The implementation of the ERM framework is continuously evolving and has progressed well during the financial year 2022-23.

In addition to the ongoing Risk Management activities, the Company has focused on reviewing and mitigating the Cyber Security related risk and environment related Risk.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism/ Whistle Blower Policy for directors, employees, suppliers, contractors and other stakeholders of the Company. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or improper conduct. The Whistle Blower Policy has been placed on the website of the Company www.subros.com/investors.html.

The Statutory Auditors, Cost Auditors or Secretarial Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

SEXUAL HARASSMENT

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been set up to redress complaints received regarding sexual harassment. During the year the Company did not receive any complaint.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company www.subros.com/ investors.html. A statement of all particulars of Contracts or Arrangements with material related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed as Annexure-4 and forms integral part of this report.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE). The listing fees for the financial year 2023 - 24 have been paid to the said stock exchanges.

ANNUAL EVALUATION

In compliance with the provisions of the Companies Act, 2013, Listing Regulations and Guidance Note issued by SEBI the Board has formulated a framework, inter alia, for formal evaluation of its performance as well as that of its committees and directors.

In this regard the Board has, inter alia, carried out an annual evaluation of the performance of all the independent director(s). The Nomination & Remuneration Committee (“NRC”), inter alia, reviewed the performance of directors and the Board as a whole and its committee(s). The Independent Directors, inter alia, reviewed performance of non-independent directors, the Board as a whole and its committees and assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board.

The evaluation criteria of the performance of every director, Board & its committees included, inter alia, their structure/ composition, meeting attendance, expertise drawn from diverse domains banking, administration, strategic and technical and bring specific competencies relevant to the Company’s business. The Board members participation and overall functioning was quite satisfactory and effective during the year under review. There are no specific observations on the Board evaluation carried out during the year as well as for the previous year.

CREDIT RATING

ICRA has assigned/reaffirmed the Long Term Ratings as [ICRA] AA- "Positive” and for Short Terms Ratings as [ICRA] A1 "Positive” and revised outlook from stable to positive.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure to this Report having regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said statement of employees under Section 197(12) of Companies Act, 2013 is being sent to the Members of the Company. The said information is available for inspection at

the registered office of the Company during working hours and any Member interested in obtaining said statement may write to the Company Secretary at the registered office of the Company.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A report on Corporate Governance along with a certificate from the Practicing Company Secretaries regarding compliance on the conditions of corporate governance prescribed under Listing Regulations is annexed herewith and forms integral part of this Report. All Policies of the Company are available on the website of the Company www.subros.com/investors.html.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

A report on adoption of responsible business practices in the interest of the social, governance and environmental perspective are as vital as their financial and operational performance. Conforming to the requirements of the clause (f) of sub-regulation (2) of Regulation 34 of Securities and Exchange Board of India (LODR) Regulations, 2015, the Business Responsibility and Sustainability Report for Financial Year 2022-23 is annexed herewith and forms integral part of this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The disclosure of IEPF related activities during the year under review forms a part of the report on Corporate Governance.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on

meetings of Board of Directors, its Committee(s) and General Meetings.

ACKNOWLEDGMENT

Your Board wishes to convey its appreciation to all the employees for their enormous efforts, hard work and dedication as well as their collective contribution to the Company’s performance, without which it would not be possible to achieve the growth of the Company.

Your Board convey heartfelt gratitude to the Company’s valued customers, Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Renault Nissan Automotive India Private Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their co-operation and support provided to the Company.

Your Board acknowledges with gratitude the co-operation and support extended by Company’s bankers, HDFC Bank, ICICI Bank, State Bank of India, Kotak Mahindra Bank & other Banks and our collaborators, DENSO Corporation, Japan and Suzuki Motor Corporation, Japan for their continued support.

The Board also wishes to thank all Members, vendors and business associates for their trust and constant support to the Company.

For and on behalf of the Board of Directors

SHRADHA SURI Chairperson & Managing Director (DIN: 00176902)

Place: New Delhi Dated: May 25, 2023

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Mar 31, 2022

Your Directors are pleased to present the 37^th Annual Report of the Company together with the audited financial statements for the year ended March 31, 2022.

FINANCIAL RESULTS

	Standalone		Consolidated
Particulars	Current Year 2021-22	Previous Year 2020-21	Current Year 2021-22	Previous Year 2020-21
	(Rs. in Crores)
Revenue from operations (Net of excise duty)	2238.64	1795.65	2238.64	1795.65
Other income	9.92	10.31	9.54	10.31
Profit before depreciation, interest and tax	158.65	164.09	158.27	164.09
Less: Financial Charges	10.92	16.25	10.91	16.25
Less: Depreciation	102.35	92.11	102.35	92.11
Add: Share of profits/loss of joint venture (equity method)	-	-	0.29	0.68
Profit before Exceptional items	45.38	55.73	45.30	56.41
Less: Exceptional items	-	-	-	-
Net profit before Taxation	45.38	55.73	45.30	56.41
Less: Tax	12.80	9.02	12.80	9.02
Profit after Taxation	32.58	46.71	32.50	47.39
Profit brought forward	449.24	405.82	449.64	405.53
Profit available for appropriation	474.68	449.24	476.78	449.64

BUSINESS OPERATIONS

The net revenue from operations for the financial year ended March 31, 2022 is Rs. 2238.64 Crores as against Rs. 1795.65 Crores in the previous financial year. However, the net profit before tax is Rs. 45.38 Crores as compared to Rs. 55.73 Crores in the previous financial year.

The second & third wave of Covid-19 pandemic, has led to shortage of semi-conductors, logistic issues and created economic disruption throughout the world including India. The Company’s operations have been adversely impacted due to the consequent lockdowns announced by the State Governments due to which the operations were suspended for part of the first quarter and gradually resumed with requisite precautions.

The Company has considered the possible effects that may result from the pandemic relating to COVID-19 in the preparation of these financial statements for the year ended March 31, 2022. While assessing the carrying value of its assets and liabilities, the Company has considered internal and external information available, and based on such information and assessment, has concluded that no further adjustments are required to be made to these financial statements. However, given the evolving scenario and uncertainties with respect to nature and duration, the impact of the pandemic may differ from that estimated as at the date of approval of these financial statements. The Company will continue to closely monitor any material changes to future economic conditions.

The performance of the Company is also discussed in Management Discussion and Analysis, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchanges, which forms part of the Directors’ Report.

EXTERNAL ENVIRONMENT AND ECONOMIC OUTLOOK

COVID-19 wave-2 had moderate impact on the Company’s performance. Though there was one month of lock down applied variably in many parts of the country in the month of May, 2021, however, recovery was seen in passenger car segment in Q2, 2021-22 followed by demand pick up in truck segment as well. Semiconductor shortage was observed at most Passenger Vehicle OEMs and their production were not able to return to peak levels to meet rising customer demand due to increased preference for personal mobility in post pandemic period from Q2, 2021-22 onwards. Accordingly, the Company saw high variability and downward pressure on PV segment OEM demand. Extraordinary increase in commodity prices and imported container costs and their availability during the year did have pressure on company’s cost. Truck segment has shown good demand in Q3 and Q4, 2021-22 and bus segment has shown demand uptick in Q4, 2021-22 after a gap of almost 2 years of pandemic. Demand for AC ambulances is continuing. Home AC segment demand pick up got impacted due to higher commodity prices, raw material availability and customer side demand fluctuations; but is expected to stabilize.

The semiconductor shortage would continue to impact in the passenger vehicle segment, and is expected to restrict OEM production in first two quarters of FY 2022-23,

though situation is likely to be better than FY 2021-22. Global pandemic and geo political events including lockdowns in China may restrict OEM production due to raw material availability, and needs to be watched for. Semiconductor situation is likely to improve towards Q3/ Q4, 2022-23 and is likely to help OEMs return to their peak production towards Q4, 2022-23. Truck segment is likely to show better growth whereas bus segment is likely to return to pre-pandemic levels by end of the FY 2022-23 due to opening of the schools and phased opening of offices and tourism sector, and these segments expected to better than FY 2021-22. The Company expects to begin supplies in Coach AC segment during this year after obtaining regulatory approval. Also split AC production would start in FY 2022-23. Commodity prices are likely to stabilize by Q2, 2022-23 but may continue to put pressure on costs.

EXPANSION AND FUTURE PROSPECTS

As the industry is growing sharply post Covid-19, the technology enhancement / transition and regulatory compliances which are being enforced by the Government agencies, your Company is gearing to meet these requirements. In line with these, the Company is planning for capacity enhancement at Chennai plant in view of new models launch plan by OEM''s along with capacity balancing activities across plants as a regular practice.

To improve margins and de-risking impact of economic factors, there is a continued focus on localization and cost optimization activities in all the product segments. The research and development activities are focussed on new product development and new technology product introduction in Electric & Hybrid vehicles, Passenger vehicles, Commercial vehicles, Off-road vehicles and product range expansion in Home AC and Railways segment. The Company has made long term strategy for upgrading the products to meet enhanced customer requirement for ICE engines and also to meet regulatory requirements. Electric vehicle thermal products are at advanced evaluation stage and these are expected to the introduced soon in the market. New business for upcoming models from various OEM''s, programs are progressing as per the milestones..

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 32.58 Crores as against Rs. 46.71 Crores in the previous year. The Board has recommended a dividend of Rs. 0.70 per share (35% on the face value of equity shares of Rs. 2 each) for the financial year ended March 31, 2022, as against Rs. 0.70 per share (35% on the face value of equity shares of Rs. 2 each) in the previous year.

The dividend, if approved by the Members at the ensuing Annual General Meeting, shall absorb a sum of Rs. 4.57 Crores.

The Dividend Distribution Policy of the Company is available on the Company’s website at www.subros.com/investors. html

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 1.50 Crores to the General Reserve.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There were no material changes and commitments that affect the financial position of the Company subsequent to the date of financial statement.

CAPITAL STRUCTURE

During the year there is no change in the Capital Structure of your Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board expresses profound grief and sorrow on the sudden and untimely demise of Mr. Ramesh Suri, Chairman of the Company on 12^th May, 2021. His demise is an irreparable loss to the Company. The Board expresses sincere gratitude and place on record sincere appreciation for the invaluable guidance and contribution made by him towards growth and development of the Company.

During the year under review the following changes took place in the Board and Key Managerial Personnel of your Company:

i. Late. Mr. Ramesh Suri ceased as Chairman & Wholetime Director with effect from May 12, 2021.

ii. Ms. Shradha Suri, Managing Director was re-designated as Chairperson & Managing Director with effect from May 26, 2021.

iii. Mr. Parmod Kumar Duggal was appointed as Chief Executive Officer of the Company with effect from April 1, 2021. Further, he was appointed as Whole-time Director designated as CEO of the Company with effect from August 5, 2021.

iv. Mr. Hemant Kumar Agarwal was appointed as Chief Financial Officer of the Company with effect from April 1, 2021.

v. Mr. Fumitaka Taki resigned as Alternate Director to Mr. Hidemasa Takahashi with effect from January 27, 2022.

vi. Mr. Yasuaki Matsunaga was appointed as Alternate Director to Mr. Hidemasa Takahashi with effect from January 27, 2022.

Pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Kenichi Ayukawa, Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The brief resume of Mr. Kenichi Ayukawa as required under the Listing Regulations and Secretarial Standards is provided in the Notice of the 37^th Annual General Meeting of the Company. The requisite resolution pertaining to the re-appointment appears at the respective item of the Notice along with the Statement and is recommended to the Members for approval.

Declaration from Independent Directors:

The Company has received necessary declaration(s) from all the Independent Director(s) of the Company as laid down under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

Board Meeting:

The Board of Directors met six times during the financial year 2021-22, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

Policy on Directors'' Appointment and Remuneration:

The policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes and other matters is available on the website www.subros.com/investors.html of the Company.

AUDIT COMMITTEE

The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms integral part of this Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) The Directors 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 and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors have prepared the annual accounts on a going concern basis;

e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES AND JOINT VENTURES

DENSO Subros Thermal Engineering Centre India Private Limited, a Joint Venture, achieved revenue of Rs. 17.95 Crores during the FY 2021-22 as against Rs.18.6 Crores in the previous year. The Joint Venture achieved a profit of Rs. 1.11 Crores during the year as against Rs. 2.61 Crores in the previous year. Your Company is holding 26% shares in this Joint Venture.

The Company does not have any subsidiary.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and IND AS 110 - Consolidated Financial Statements read with IND AS 31 - Interest in Joint Ventures, your Directors have pleasure

in attaching the Audited Consolidated Financial Statements, which forms a part of this Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The information in terms of Section 134(3)(m) of the Companies Act, 2013, read with relevant rules is annexed herewith as Annexure-1 and forms integral part of this report.

ANNUAL RETURN

The Annual Return as on March 31, 2022, in terms of provisions of Section 134(3) and other applicable provisions of the Companies Act, 2013, read with Rules thereto is available on website of the Company www.subros.com/investors.html and forms integral part of this Annual Report.

AUDITORS AND AUDITORS'' REPORT

Statutory Auditors: M/s. Price Waterhouse Chartered Accountants LLP Chartered Accountants will hold office till the conclusion of the 37^th Annual General Meeting. The Auditors’ Report to the Members for the year under review does not contain any qualification, reservation or adverse remark. The observations of the Auditors and the relevant notes on accounts are self-explanatory and therefore do not call for any further comments.

As per the provisions of Section 139 of the Companies Act, 2013, the Board has recommended the re-appointment of M/s Price Waterhouse Chartered Accountants LLP Chartered Accountants as Statuary Auditors of the Company for the 2^nd term of 5 years from the conclusion of the 37^th Annual General Meeting (AGM) till the conclusion of 42^nd AGM for approval of the Members.

Cost Auditors: The Company has re-appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors of the Company to conduct the audit of cost records maintained by the Company for the FY 2022-23 in accordance with Section 148(1) of the Companies at 2013. The ratification of remuneration payable to Cost Auditors for the FY 202223 is being sought from the Members of the Company at the ensuing Annual General Meeting.

Secretarial Auditors: The Company has re-appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the FY 2022-23. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed as Annexure-2 and the same is self-explanatory. The said Secretarial Audit Report does not contain any qualification or adverse remark.

DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material order was passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future

INTERNAL FINANCIAL CONTROLS

The adequacy of internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock Exchanges, which forms part of this Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not given any inter- corporate loans and/or provided any guarantees. Details related to the investments made by the Company are given in Note 5(a)(ii) to the Standalone Financial Statement of the Company.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013. The Annual Report on CSR activities is annexed as Annexure-3 and forms integral part of this report. This Policy is placed on the website of the Company www.subros.com/ investors.html.

RISK MANAGEMENT

The Company has a risk management policy and framework in place to ensure proper identification and treatment of risks. The identification and mitigation of strategic, business, operational and process risks are carried out for all functions. The key strategic risks along with mitigation plan are presented to the risk management committee on half-yearly basis. Few of such risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report. The implementation of the ERM framework is continuously evolving and has progressed well during the financial year 2021-22.

In addition to the ongoing Risk Management activities, the Company has focused on reviewing and mitigating the Cyber Security related risk.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism/ Whistle Blower Policy for directors, employees, suppliers, contractors and other stakeholders of the Company. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or improper conduct. The Whistle Blower Policy has been placed on the website of the Company www.subros.com/investors.html.

The Statutory Auditors, Cost Auditors or Secretarial Auditors have not reported any frauds under Section 143(12) of the Companies Act, 2013 and rules made thereunder.

SEXUAL HARASSMENT

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Committee has been set up to redress complaints

received regarding sexual harassment. During the year the Company did not receive any complaint.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company www.subros.com/ investors.html. A statement of all particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed as Annexure-4 and forms integral part of this Report.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Delhi Stock Exchange Limited (DSE). The listing fees for the year 2021-22 have been paid to the said stock exchanges except to DSE as Securities and Exchange Board of India has withdrawn the recognition granted to DSE on November 19, 2014.

ANNUAL EVALUATION

In compliance with the provisions of the Companies Act, 2013, Listing Regulations and Guidance Note issued by SEBI the Board has formulated a framework, inter alia, for formal evaluation of its performance as well as that of its committees and directors.

In this regard the Board has, inter alia, carried out an annual evaluation of the performance of all the independent director(s). The Nomination & Remuneration Committee (“NRC”), inter alia, reviewed the performance of directors and the Board as a whole and its committee(s). The Independent Directors, inter alia, reviewed performance of non-independent directors, the Board as a whole and its committees and assessed the quality, quantity and timeliness of flow of information between the Company’s management and the Board.

The evaluation criteria of the performance of every director, Board & its committees included, inter alia, their structure/ composition, meeting attendance, expertise drawn from diverse domains banking, administration, strategic and technical and bring specific competencies relevant to the Company’s business. The Board members participation and overall functioning was quite satisfactory and effective during the year under review. There are no specific observations on the Board evaluation carried out during the year as well as for the previous year.

CREDIT RATING

ICRA has assigned / reaffirmed the Long Term Ratings as [ICRA] AA- “Stable” and for Short Terms Ratings as [ICRA] A1 “Stable”.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure-5 to this Report.

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure to this Report having regard to the provisions of the second proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said statement of employees under Section 197(12) of Companies Act, 2013 is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any Member interested in obtaining said statement may write to the Company Secretary at the registered office of the Company.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A report on Corporate Governance along with a certificate from the Practicing Company Secretaries regarding compliance on the conditions of corporate governance prescribed under Listing Regulations is annexed herewith and forms integral part of this Report. All Policies of the company are available on the website of the Company www.subros.com/investors.html.

BUSINESS RESPONSIBILITY REPORT

A report on adoption of responsible business practices in the interest of the social, governance and environmental perspective are as vital as their financial and operational performance. Conforming to the requirements of the clause (f) of sub-regulation (2) of Regulation 34 of Securities and Exchange Board of India the Business Responsibility Report for Financial Year 2021-22 is annexed herewith and forms integral part of this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

The disclosure of IEPF related activities during the year under review forms a part of the report on Corporate Governance

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors, its Committee(s) and General Meetings.

ACKNOWLEDGMENT

Your Board wishes to convey its appreciation to all the employees for their enormous efforts as well as their collective contribution to the Company’s performance. Your Board acknowledges with gratitude the co-operation and support extended by Company’s bankers, HDFC Bank, State Bank of India, Kotak Mahindra Bank & other Banks and our collaborators, DENSO Corporation, Japan and Suzuki Motor Corporation, Japan for their continued support. Your Board also take this opportunity to convey heartfelt gratitude to the Company’s valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Renault Nissan Automotive India Pvt. Ltd and Force Motors Limited, for the trust and confidence reposed by them in the Management for their copious co-operation and support provided to the Company.

Last but not the least the Board wishes to thank all Members, vendors and business associates for their trust and constant support to the Company.

For and on behalf of the Board of Directors

SHRADHA SURI Chairperson & Managing Director (DIN: 00176902)

Place: New Delhi Dated: May 24, 2022

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Mar 31, 2018

Dear Members,

The Directors are pleased to present the 33” Annual Report of the Company together with the audited financial statements for the year ended March 31, 2018.

FINANCIALRESULTS

PARTICULARS	Standalone		Consolidated
	Current year 2017-18 (Rs. in Lakhs)	Previous year 2016-17 (Rs. in Lakhs)	Current year 2017-18 (Rs. in Lakhs)	Previous year 2016-17 (Rs. in Lakhs)
Revenue from operations (Net of excise duty)	191289	153493	191289	153492
Other income	743	728	738	727
Profit before depreciation, interest and tax	21741	17503	21724	17491
Less: Financial Charges	4121	4791	4121	4791
Less: Depreciation	9200	8791	9200	8791
Add: Share of profits of joint venture (equity method)	-	-	11	2
Profit before Exceptional items	8420	3921	8414	3911
Less: Exceptional Items	182	3103	182	3103
Net profit before Taxation	8238	818	8232	808
Less: Tax	2176	-515	2176	-510
Profit after Taxation	6062	1333	6056	1318
Profit brought forward	21755	21178	21701	21156
Profit Available for appropriation	26051	21755	25988	21701

BUSINESS OPERATIONS

The net revenue from operations (net of excise duty) for the financial year ended March 31, 2018 at Rs. 1913 crores was higher by 24.63% over the previous year (Rs. 1,535 crores in financial year ended March 31, 2017). In line with Company’s growth plans, there is continued focused approach towards building additional capacities, introduction of efficient technologies in manufacturing process, new product development and localization.

With the concerted efforts of the Company, the Manesar Plant has been fully reinstated and is operational after the fire incident. An interim claim amount has been received from the insurance company and the final claim is under settlement.

The performance of the Company is also discussed in Management Discussion and Analysis, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchanges, which forms part of the Directors’ Report.

EXPANSION AND FUTURE PROSPECTS

The Company is setting-up a greenfield plant in Gujarat to meet supplies to the Suzuki Motor Gujarat Pvt Ltd. The Company expects growth in coming years due to increased share of business from its existing customers and expansion of business in new domains like commercial vehicles, bus and rail air-conditioning.

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 60.62 crores as against Rs. 13.33 crores in the previous year. The Board has recommend a dividend of Rs. 1.10 per share (55% on the face value of equity shares of Rs. 2 each) for the financial year ended March 31, 2018 as against Rs. 0.50 per share (25% on the face value of equity shares of Rs. 2 each) in the previous year. The dividend, if approved by the Members at the ensuing Annual General Meeting, shall absorb a sum of Rs. 794.20 Lakhs (approx), including dividend tax.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 150 Lakhs to the General Reserve and Rs.1250 Lakhs to the Debenture Redemption Reserve.

EVENTSSUBSEQUENTTOTHEDATEOFFINANCIAL STATEMENTS

There were no material changes and commitments that affect the financial position of the Company subsequent to the date of financial statement.

DIRECTORSAND KEY MANAGERIAL PERSONNEL

(i) During the year under review Mr. Hanuwant Singh, Independent Director passed away on June 30, 2017 and the Board deeply mourns this irreparable loss.

(ii) Pursuant to the provisions of Section 152 of the Companies Act, 2013 Dr. Jyotsna Suri, Non Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The brief resume of Dr. Jyotsna Suri as required under the Listing Regulations is provided in the Notice of the 33” Annual General Meeting of the Company. The requisite resolution pertaining to the reappointment appears at the respective items of the Notice along with the Statement and is recommended to the Members for approval.

(iii) Declaration from Independent Director: The Company has received necessary declaration(s) from all the Independent Directors of the Company as laid down under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

(iv) Board Evaluation: In compliance with the provisions of the Companies Act, 2013, the Board has formulated a framework, inter alia, for a formal mechanism of evaluation of its performances as well as that of its committees and Directors, including the Chairman of the Board. The Nomination & Remuneration Committee (NRC) has approved the formats for the evaluation of the Board, Directors and Chairman of the Company considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the Company. There are no specific observations on the board evaluation carried out during the year as well as for the previous year. However, the Members of the NRC noted the exceptional sagacity shown by Mr. Ramesh Suri, Chairman relating to the reinstatement of the Manesar Plant after the fire mishap had fully gutted it. The Members of NRC also unanimously commended the performance of Ms. Shradha Suri, Managing Director in providing guidance and directions during the fire crisis in the Manesar Plant and re-instating within the shortest possible time.

(v) Board Meeting: The Board of Directors met five times during the financial year 2017-18, the details of which are given in the Corporate Governance Report which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

(iv) Policy on Directors’ appointment and remuneration: The policy of the Company on Directors’ appointment and remuneration including criteria for determining qualifications, positive attributes and other matters are available on the website (www.subros.com/investors) of the Company.

AUDIT COMMITTEE

The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms part of this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors 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 and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES AND JOINT VENTURES

Thai Subros Limited, the subsidiary company in Thailand, did not have any business operations during the year and incurred a loss of THB 8.62 Lakhs as against THB 6.73 Lakhs. As the business of the subsidiary is not forthcoming, the Board has approved the closure of Thai Subros Limited.

Denso Subros Thermal Engineering Centre India Limited, a Joint Venture, achieved consistent revenue of Rs. 1557 Lakhs. The Company earned a marginal increase in profit aftertax at Rs. 41.25 Lakhs during the year as against profit of Rs.7.34 Lakhs in the previous year. Your Company is holding 26% share in this Joint Venture.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Companies Act, 2013 and IND AS 110 - Consolidated Financial Statements read with IND AS 31 - Interest in Joint Ventures, your Directors have pleasure in attaching the Audited Consolidated Financial Statements, which formsa partofthisAnnual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The information in terms of Section 134(3)(m) of the Companies Act, 2013 read with relevant rules is annexed herewith as Annexure-1 and forms integral part ofthis report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-9, is annexed as Annexure-2 to this report and forms integral part ofthis Report.

AUDITORS AND AUDITOR’S REPORT

Statutory Auditors: M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants, hold office until the conclusion of the 37^th annual general meeting. The Auditors’ Report to the Members for the year under review does not contain any qualification, reservation or adverse remark. The observations of the Auditors and the relevant notes on accounts are self-explanatory and therefore do not call for any further comments.

Cost Auditors: The Company has re-appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors of the Company to conduct the audit of cost records maintained by the Company for the financial year 2018-19. The ratification of remuneration payable to Cost Auditors for the financial year 2018-19 is being sought from the Members of the Company at the ensuing Annual General Meeting.

Secretarial Auditors: The Company has re-appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the financial year ended 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed as Annexure-3 and the same is self-explanatory. The said Secretarial Audit Report does not contain any qualification or adverse remark.

FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company’s operations in future.

INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock Exchanges, which forms part ofthis Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any transaction relating to inter-corporate loans and investment during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013.The Annual Report on CSR activities is annexed as Annexure - 4 and forms integral part ofthis Report.

RISK MANAGEMENT

The Company has a well defined risk management policy and framework in place to ensure proper identification and treatment of risks. The identification and mitigation of strategic, business, operational and process risks are carried out for all functions. The key strategic risks along with mitigation plan are presented to the risk management committee on half-yearly basis. Some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Annual Report. The implementation of the ERM framework has progressed well.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism for directors, employees, suppliers, contractors and other stakeholders of the Company. The same is also intended to cover the Whistle Blower Policy under the Listing Regulations. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or improper conduct. The Whistle Blower Policy has been placed on the website of the Company www.subros.com/investors.

The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company have not reported any frauds under Section 143(12) of the Companies Act, 2013 and rules madethereunder

SEXUAL HARASSMENT

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. One Complaint was received under the Policy during the year and the same was disposed off.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company. A statement of all particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, is annexed as Annexure-5 and forms integral parts of this Report.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), NSE Limited (NSE) and Delhi Stock Exchange Limited (DSE). The listing fees for the year 2017-18 have been paid to the said stock exchanges except to DSE as Securities and Exchange Board of India has withdrawn the recognition granted to DSE on November 19,2014.

ANNUAL EVALUATION

The Board has carried out an annual evaluation of its own performance, board committees and individual directors in accordance with the provisions of the Companies Act, 2013, SEBI Listing Regulations and Guidance Note issued by SEBI. In a separate meeting of independent directors, the performance of non-independent directors, Chairman and Managing Director and Board as a whole was evaluated taking into account the view of all the board members. The Board members have adequate expertise drawn from diverse industries like Banking, Administration and Technical and bring specific competencies relevant to the Company’s business. Information flow from Management to the Board and Committees are timely and of acceptable quality. The Board deliberations and participation of members were found to be quite satisfactory and the Board’s overall functioning is effective.

NON-CONVERTIBLE DEBENTURES

The Company has allotted Secured Redeemable Non-Convertible Debentures (NCDs) on private placement basis for an amount of Rs. 50 crores on August 22, 2018. The issue of NCDs were approved vide Postal Ballot notice dated March 29, 2017, details of which are given in the Corporate Governance Report which forms part of this Report.

CREDIT RATING

ICRA has reaffirmed/assiagned the Long Term and Short Term Ratings at [ICRA] A and [ICRA] A1 . The NCD Program has been assigned a rating of [ICRA]A .

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A report on Corporate Governance along with a Certificate from the Practicing Company Secretaries of the Company regarding compliance on the conditions of corporate governance pursuant to Listing Regulations is annexed herewith and forms integral part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure- 6 to this Report.

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure to this Report having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said statement of employees under Section 197(12) of Companies Act, 2013 is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any Member interested in obtaining said statement may write to the Company Secretary at the registered office of the Company

OTHER DISCLOSURES

The Company has complied with the secretarial standards issued by the Institute of Company Secretaries of India on meetings of Board of Directors and General Meetings.

ACKNOWLEDGMENT

Your Board of Directors wishes to convey their appreciation to all the employees for their enormous efforts as well as their collective contribution to the Company’s performance. Your Directors acknowledge with gratitude the co-operation and support extended by Company’s bankers, Canara Bank, Kotak Mahindra Bank, & other Banks and our collaborators, Denso Corporation, Japan and Suzuki Motor Corporation, Japan for their continued support. Your Directors also take this opportunity to convey heartfelt gratitude to the Company’s valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Renault Nissan Automotive India Pvt. Ltd and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted cooperation and support provided to the Company

Last but not the least the Board wishes to thank all Members, vendors and business associates for their trust and continuous support to the Company

For and on behalf of the Board of Directors

RAMESH SURI

Chairman

(DIN: 00176488)

Place: New Delhi

Dated: 28^th May, 2018

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Mar 31, 2017

DIRECTORS'' REPORT

Dear Members,

The Directors are pleased to present the 32^nd Annual Report of the Company together with the audited financial statements for the year ended March 31, 2017.

FINANCIAL RESULTS

	Standalone		Consolidated
	Current year	Previous year	Current year	Previous year
PARTICULARS	2016-17	2015-16	2016-17	2015-16
	(Rs,in Lacs)	(Rs,in Lacs)	(Rs,in Lacs)	(Rs,in Lacs)
Gross Profit before financial charges and depreciation	17,035	15,453	17,034	15,461
Less: Financial Charges	4,222	4,172	4,222	4,172
Less: Depreciation	8,791	8,636	8,799	8,650
Less: Exceptional Items	3,103	—	3,103	—
Net profit before Taxation	919	2,645	910	2,639
Less: Taxation itmes	(485)	244	(485)	244
Profit after Taxation	1,404	2,401	1,395	2,395
Add: Profit brought forward	20,658	19,086	20,599	19,032
Profit Available for appropriation	22,062	21,487	21,994	21,427
Less: Proposed Dividend*	-	480	-	480
Less:- Tax on Dividend*	-	99	-	99
Less:- Transfer to General Reserves	150	250	150	250
Balance carried over to Balance Sheet	21,912	20,658	21,844	20,598

* As per Companies (Accounting Standards) Amendments Rules, 2016 BUSINESS OPERATIONS

Your Company had an unfortunate fire incident in one of the plants of the Company situated at Manesar, Haryana on May 29, 2016. The fire was controlled, however it severely impacted the building, stocks and plant & machinery. With all-round support and concerted efforts, by the Company, Manesar Plant has now been formally re-opened on March 29, 2017 after the fire incident. The Assets were adequately insured with reinstatement clause and a claim has been made with the insurance company. An interim amount has been received from the insurance company against the claim lodged. Special/urgent actions to restart supplies to customers post fire accident has temporarily resulted into additional costs during the year under review which have been included in Exceptional Items.

During the financial year ended March 31, 2017, your Company recorded a gross turnover of Rs.1,751 crores during the year as against Rs. 1,480 crores in the previous year, clocking an increase of around 18%. Your Company is continuing with focussed approach in building capacities, introduction of efficient technologies in manufacturing process, new product development and localization in line with Company''s growth plans. The sales of passenger vehicles has registered a growth of 9.23% in 2016-17 whilst our volume of air conditioning systems has grown by 18%. The growth has happened due to industry growth addition of new customers and localization. The performance of the Company is also discussed in Management Discussion and Analysis, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchanges, which forms part of the Directors'' Report.

EXPANSION AND FUTURE PROSPECTS

Your Company anticipates continued strong growth in the automobile sector due to stable Global economic factors, ''Make in India'' initiative and fuel prices. Your Company is also working to expand sales by catering to the demand from existing and new automobiles manufacturers in India. In the current year, the Company is planning for capacity expansion at Gujarat to cater to the increased demand from existing and new automobiles manufacturers.

The Company''s Tool Engineering Centre at Noida has enabled to focus on in-house development of all Molds/Dies required for new product development.

The Company expects growth in coming years due to increased share of business from its existing customers and expansion of business in new business domains like bus and rail air conditioning, truck refrigeration and radiators. Kindly refer to Management Discussion & Analysis and Corporate Governance Report which forms part of this report.

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 1404 Lacs as against Rs. 2,401 Lacs in the previous year. The Directors are pleased to recommend a dividend of Rs.0.50 per share i.e. 25% on the paid-up equity share capital of the Company for the financial year ended March 31, 2017 as against Rs. 0.80 per share i.e. 40% declared in the previous year. The dividend, if approved by the Members at the ensuing Annual General Meeting, shall absorb a sum of Rs. 361 Lacs (approx), including of dividend tax. 17

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 150 Lacs to the General Reserves.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There were no material changes and commitments which affect the financial position of the Company subsequent to the date of financial statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) During the year under review the following changes took place in the Board of your Company:

a) Mr. Y. Makino resigned as Nominee Director (Representative of Denso Corporation, Japan) with effect from August 8, 2016

b) Mr. Y. Kajita resigned as an Alternate Director (Alternate to Mr. Y. Makino) with effect from August 8, 2016

c) Mr. Y. Iida was appointed as Nominee Director (Representative of Denso Corporation, Japan) with effect from August 8, 2016

d) Mr. T. Nagata was appointed as an Alternate Director (Alternate to Mr. Y. Iida) with effect from August 8, 2016

e) Mr. T. Nagata resigned as an Alternate Director (Alternate to Mr. Y. Iida) with effect from March 29, 2017

f) Mr. K. Yamauchiwas appointed as an Alternate Director (Alternate to Mr. Y. Iida) with effect from March 29, 2017

ii) Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. KenichiAyukawa, Non Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The brief resume of Mr. Kenichi Ayukawa as required under the Listing Regulations is provided in the Notice of the 32^nd Annual General Meeting of the Company. The requisite resolution pertaining to the appointment/re-appointment appears at the respective items of the Notice along with the Statement and recommended to the Members for approval.

iii) Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Rakesh Arora was appointed as Company Secretary with effect from August 8, 2016 in place of Mr. Hemant K. Agarwal, Dy. Company Secretary who resigned from the position of Dy. Company Secretary.

iv) Declaration from Independent Director: The Company has received necessary declaration(s) from all the Independent Directors of the Company as laid down under Section 149(7) of the Companies Act, 2013 confirming that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

v) Board Evaluation: In compliance with the provisions of the Companies Act, 2013, the Board has formulated a framework, inter alea, for a formal mechanism of evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. Nomination & Remuneration Committee has approved the evaluation formats for the Board, Executive & Non Executive Directors and Chairman of the Company considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the Company.

vi) Board Meeting: The Board of Directors met six times during the financial year 2016-17, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

vii) Policy on Directors'' appointment and remuneration: The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and other matters are available on the website of the Company.

AUDIT COMMITTEE

The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Regulations, which forms part of the Directors'' Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors 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 and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIES AND JOINTVENTURES

During the financial year under review, THAI SUBROS LIMITED, Subsidiary Company in Thailand, did not carry out any business operations and the company incurred a loss of THB 6.73 Lacs as against THB 5.28 lacs in the previous year. The Company is examining other options and will accordingly decide upon the future course of action.

During the financial year under review the financial performance of Denso Subros Thermal Engineering Centre India Limited, a Joint Venture, achieved gross revenues of Rs. 1,559.58 Lacs as against Rs.1,469.34 Lacs during the previous financial year, a increase of Rs. 90.24 lacs over the last year. The Company earned a profit of Rs. 13.98 Lacs during the year as against profit of Rs.11.23 Lacs in last year. Your Company is holding 26% share in this Joint Venture.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting for Interest in Joint Ventures, your Directors have pleasure in attaching the Audited Consolidated Financial Statements, which form a part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The information in terms of Section 134(3)(m) of the Companies Act, 2013 read with relevant rules is annexed herewith as Annexure-1 and forms integral part of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return in FormMGT-9, is annexed as Annexure-2 to this report and forms integral part of this Report.

AUDITORS AND AUDITOR''S REPORT

Statutory Auditors: M/s. V.K. Dhingra & Co., Chartered Accountants, hold office until the conclusion of the ensuing annual general meeting. The Auditors'' Report to the Members for the year under review does not contain any qualification. As per the provisions of Section 139 of the Companies Act, 2013, the Board has recommended the appointment of M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountant as Statuary Auditors of the Company from the conclusion of the 32^nd Annual General Meeting (AGM) till the conclusion of 37^th AGM for approval of the Members.

The observations of the Auditors and the relevant notes on accounts are self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification or adverse remark.

Cost Auditors: The Company has appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors of the Company to conduct the audit of cost records maintained by the Company for the financial year 2017-18. The ratification of remuneration payable to Cost Auditors for the financial year 2017-18 is being sought from the Members of the Company at the ensuing Annual General Meeting.

Secretarial Auditors: The Company has appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the financial year ended March 31, 2017. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith asAnnexure-3 and the same is self-explanatory. The said Secretarial Audit Report does not contain any qualification or adverse remark.

FIXED DEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock Exchanges, which forms part of the Directors'' Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any transaction relating to inter-corporate loans and investment during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as Annexure -4 and forms integral part of this Report.

RISK MANAGEMENT

One meeting of the Risk Management Committee was held during the year and the Committee has formulated the risk management framework, identified the elements of various risks and devised a risk mitigation plan. The implementation of the ERM framework has progressed well during the financial year under review.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism for directors, employees, suppliers, contractors and other stakeholders of the Company. The same is also intended to cover the Whistle Blower Policy under the aspect of Listing Regulations. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or serious improper conduct. The Whistle Blower Policy has been placed on the website of the Company www.subros.com.The Statutory Auditors, Cost Auditors or Secretarial Auditors of the Company, have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013 and rules made there under.

SEXUAL HARASSMENT

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. No Complaint received under the Policy during the year.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company. A statement of all particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, duly approved by the Board of Directors is annexed herewith as Annexure-5 and forms integral parts of the Report.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), NSE Limited (NSE) and Delhi Stock Exchange Limited (DSE). The listing fees for the year 2016-17 have been paid to the said stock exchanges except to DSE as Securities and Exchange Board of India has withdrawn the recognition granted to DSE on November 19, 2014.

ANNUAL EVALUATION

The annual performance of the Board, its Committees and each Director has been carried out for 2016-17 in accordance with the framework. It is opinioned that the Company''s Board composition, structure, processes and working procedure are well laid. The Board members have adequate expertise drawn from diverse industries like Banking, Administration and Technical & bring specific competencies relevant to the Company''s business. Information flow from Management to the Board and Committees are timely and of acceptable quality. The Board deliberations and participation of members were found to be quite satisfactory and the Board''s overall functioning is effective.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure- 6 to this Report.

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure to this Report having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said statement of employees under Section 197(12) of Companies Act, 2013 is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any Member interested in obtaining said statement may write to the Company Secretary at the registered office of the Company.

POSTAL BALLOT

The approval of the Shareholders was sought on the proposal to issue Secured Redeemable Non-Convertible Debentures on private placement basis for an aggregate amount of Rs. 150 crores vide Postal Ballot notice dated March 29, 2017, details of which are given in the Corporate Governance Report which forms part of this Report.

CREDITRATING

ICRA has reaffirmed the Long Term and Short Term Ratings at [ICRA] A and [ICRA] A1 . The outlook on the long-term rating is "Stable".

CORPORATE GOVERNANCEAND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance on the conditions of corporate governance pursuant to Listing Regulations is annexed herewith and forms integral part of this report.

ACKNOWLEDGMENT

Your Board of Directors wishes to convey their appreciation to all the employees for their enormous efforts as well as their collective contribution to the Company''s performance. Your Directors acknowledge with gratitude the co-operation and support extended by Company''s bankers, Canara Bank, Kotak Mahindra Bank, & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support. Your Directors also take this opportunity to convey heartfelt gratitude to the Company''s valued customers, particularly MarutiSuzukiIndia Limited, Tata Motors Limited, Mahindra &Mahindra Limited, Renault Nissan Automotive India Pvt. Ltd and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company. Last but not the least the Board wishes to thank all Members, vendors and business associates for their continuous support and confidence reposed in the Company.

For and on behalf of Board of Directors

RAMESH SURI

Place: New Delhi Chairman

Dated: 23^rd May, 2017 (DIN: 00176488)

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Mar 31, 2016

Dear Members,

The Directors are pleased to present the 31st Annual Report of the Company together with the audited financial statements for the year ended March 31, 2016.

FINANCIALRESULTS

Standalone Consolidated

Current year Previous year Current year Previous year PARTICULARS 2015-16 2014-15 2015-16 2014-15

(Rs,in Lacs) (Rs,in Lacs) (Rs,in Lacs) (Rs,in Lacs)

Gross Profit before financial charges and depreciation 15,453 13,781 15,461 13,768

Less: Financial Charges 4,172 3,872 4,172 3,873

Less: Depreciation 8,636 7,869 8,650 7,886

Net profit before Taxation 2,645 2,040 2,639 2,009

Less: Taxation 244 8 244 8

Profit after Taxation 2,401 2,032 2,395 2,001

Add: Profit brought forward 19,086 17,764 19,032 17,741

Profit Available for appropriation 21,487 19,796 21,427 19,742

Less: Proposed Dividend 480 420 480 420

Less:- Tax on Dividend 99 85 99 85

Less:- Transfer to General Reserves 250 205 250 205

Balance carried over to Balance Sheet 20,658 19,086 0,598 19,032

BUSINESS OPERATIONS

Your Company recorded a gross turnover of Rs. 1,480 crores during the year as against Rs. 1,333 crores in the previous year, clocking an increase of around 11%.

Your Company is continuing with investments in building the capacity, technology up gradation, new product development and localization to sustain its market leadership in line with Company''s growth plans. The Indian automobile industry has registered a growth of 6% in 2015-16 while our volume of air conditioning systems has grownby16%.The robust growth has happened duet addition of new customers and localization. The Company has made significant efforts to sustain its margins through various value analysis/value engineering activities, cost management and other optimization initiatives.

The performance of the Company is also discussed in Management Discussion and Analysis, as stipulated under Regulation 34 of the Listing Regulations with the Stock Exchanges, which forms part of the Directors'' Report.

EXPANSION AND FUTURE PROSPECTS

Your Company looks forward to strong growth in the automobile sector due to stable Global economic factors, ''Make in India'' initiative and fuel prices. Your Company is also working to expand sales by catering to the demand from existing and new automobiles manufacturers in India. The facility for production of radiators has been commissioned in March, 2016 at the Manesar works. In the current year, the Company is planning for capacity expansion at its existing facilities at Noida, Manesar, Pune, Sanand and Chennai to cater to the increased demand from existing and new automobiles manufacturers.

The Company''s Tool Engineering Centre has enabled to focus on in-house development of all Molds/Dies required for new product development. This will help the Company to shorten the lead-time of product development at reduced costs.

The Company expects growth in coming years due to increased share of business from its existing customers and expansion of business in new business domains like bus air conditioning, truck refrigeration and radiators. Your Company will continue to concentrate on cost management initiatives to be more competitive and also to spread out to new related domains.

DIVIDEND

Your Company has earned a net profit (after tax) of Rs. 2,401 Lacs as against Rs. 2,032 Lacs in the previous year. The Directors are pleased to recommend a dividend of Rs. 0.80 per share i.e. 40% on the paid-up equity share capital of the Company for the financial year ended March 31, 2016 as against Rs. 0.70 per share i.e. 35% declared in the previous year. The dividend, if approved by the Members at the ensuing Annual General Meeting, shall absorb a sum of Rs. 480 Lacs (approx), exclusive of dividend tax.

TRANSFER TO RESERVES

Your Company proposes to transfer Rs. 250 Lacs to the General Reserves.

EVENTS SUBSEQUENTTOTHEDATEOFFINANCIALSTATEMENTS

There were no material changes and commitments which affect the financial position of the Company subsequent to the date of financial statement.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

i) During the year under review the following changes took place in the Board of your Company:

a) Mr. Katsuhisa Shimokawa resigned as Nominee Director (Representative of Denso Corporation, Japan) with effect from January 25, 2016

b) Mr. Yoshitaka Kajita resigned as an Alternate Director (Alternate to Mr. Katsuhisa Shimokawa) with effect from January 25, 2016

c) Mr. Yoshikazu Makino was appointed as Nominee Director (Representative of Denso Corporation, Japan) with effect from January 25, 2016

d) Mr. Yoshitaka Kajita was appointed as an Alternate Director (Alternate to Mr. Yoshikazu Makino ) with effect from January 25, 2016

e) Mr. Devireddy Madhusudhana Reddy resigned as Executive Director with effect from March 31, 2016.

ii) Pursuant to the provisions of Section 152 of the Companies Act, 2013 Dr. Jyotsna Suri, Non Executive Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, offers herself for reappointment. The brief resume of Dr. Jyotsna Suri as required under the Listing Regulations is provided in the Notice of the 31st Annual General Meeting of the Company. The requisite resolutions pertaining to the appointment/re-appointment appears at the respective items of the Notice along with the Statement and recommended to the Members for approval.

iii) Pursuant to the provisions of Section 203 of the Companies Act, 2013, Mr. Manoj Kumar Sethi was appointed as Chief Financial Officer with effect from May 14, 2015.

iv) Declaration from Independent Director: The Company has received necessary declaration from all the Independent Directors of the Company as laid down under Section 149(7) of the Companies Act, 2013 confirming that they meet with the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and the Listing Regulations.

v) Board Evaluation: In compliance with the provisions of the Companies Act, 2013, the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board. Nomination & Remuneration Committee has approved the draft evaluation formats for the Board, Executive & Non Executive Directors and Chairman of the Company considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the Company.

vi) Board Meeting: The Board of Directors met five times during the financial year 2015-16, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed under the Companies Act, 2013.

vii) Policy on Directors'' appointment and remuneration: The policy of the Company on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes and other matters are available on the website of the Company.

AUDITCOMMITTEE

The Composition of Audit Committee of the Company is described in Corporate Governance Report as stipulated under Listing Agreement with the Stock Exchanges, which forms part of the Directors'' Report.

DIRECTORS''RESPONSIBILITYSTATEMENT

As required under Section 134 (5) of the Companies Act, 2013, your Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The Directors 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 and loss of the Company for that period;

(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) The Directors have prepared the annual accounts on a going concern basis;

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARIESANDJOINTVENTURES

During the financial year under review, THAI SUBROS LIMITED, Subsidiary Company in Thailand, did not carry out any business operations and the company incurred a loss of THB 5.28 Lacs as against THB 14.86 lacs in the previous year.

During the financial year under review the financial performance of Denso Subros Thermal Engineering Centre India Limited, a Joint Venture, achieved gross revenues of Rs. 1,469.34 Lacs as against Rs.1,463.03 Lacs during the previous financial year, a marginal increase over the last year. The Company earned a profit of Rs. 11.23 Lacs (unaudited) during the year as against loss of Rs. 0.98 Lacs in last year. Your Company is holding 26% share in this Joint Venture.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on Financial Reporting for Interest in Joint Ventures, your Directors have pleasure in attaching the Audited Consolidated Financial Statements, which form a part of the Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

The information in terms of Section 134(3)(m) of the Companies Act, 2013 read with relevant rules is annexed herewith asAnnexure-1 and forms integral part of this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule12 of the Companies (Management and Administration) Rules, 2014, the extract of annual return in Form MGT-9, is annexed asAnnexure-2 to this report and forms integral part of this Report.

AUDITORSANDAUDITOR''SREPORT

Statutory Auditors: M/s. V.K. Dhingra & Co., Chartered Accountants were appointed as Statutory Auditors at the 30th Annual General Meeting of the Company to hold office from the conclusion of the Annual General Meeting held in the year 2015 till the conclusion of the Annual General Meeting to be held in the year 2017, subject to ratification by Members at every subsequent Annual General Meetings. The Members are requested to ratify the appointment of M/s V.K. Dhingra & Co, Chartered Accountants (Firm Registration No.000250N) as Statutory Auditors of the Company for the financial year 2016-17. The observations of the Auditors and the relevant notes on accounts are self-explanatory and therefore do not call for any further comments. The Auditors'' Report does not contain any qualification or adverse remark.

Cost Auditors: The Company has appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditors of the Company to conduct the audit of cost records maintained by the Company for the financial year 2016-17. The ratification of remuneration payable to Cost Auditors for the financial year 2016-17 is being sought from the Members of the Company at the ensuing Annual General Meeting.

Secretarial Auditors: The Company has appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the financial year ended March 31, 2016. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith asAnnexure-3 and the same is self-explanatory. The said Secretarial Audit Report does not contain any qualification or adverse remark.

FIXEDDEPOSITS

During the year under review, your Company has neither invited nor accepted any deposits from the Public.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS

No significant material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Company''s operations in future.

INTERNALFINANCIALCONTROLS

The adequacy of Internal Financial Controls is discussed in Management Discussion and Analysis, as stipulated under the Listing Regulations with the Stock Exchanges, which forms part of the Directors'' Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any transaction relating to inter-corporate loans and investment during the year.

CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiatives as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR Policy, in compliance with the requirements of Section 135 of the Companies Act, 2013.The Annual Report on CSR activities is annexed herewith as Annexure - 4 and forms integral part of this Report.

RISK MANAGEMENT

Four meetings of the Risk Management Committee were held during the year and the Committee has formulated the risk management framework, identified the elements of various risks and devised a risk mitigation plan.

VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established a Vigil Mechanism for directors, employees, suppliers, contractors and other stakeholders of the Company. The same is also intended to cover the Whistle Blower Policy under the aspect of Listing Regulations. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the Company due to incorrect financial reporting or serious improper conduct. The Whistle Blower Policy has been placed on the website of the Company www.subros.com.

SEXUALHARASSMENT

The Company has in place a Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company received one complaint under the Policy and the same was disposed of.

RELATED PARTY TRANSACTIONS

The Board of Directors has formulated a Related Party Transaction Policy for determining material related party transactions. The Related Party Transaction Policy is available on the website of the Company. A statement of all particulars of Contracts or Arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, duly approved by the Board of Directors is annexed herewith as Annexure-5 and forms integral parts of the Report.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Delhi Stock Exchange Limited (DSE). The listing fees for the year 2015-16 have been paid to the said stock exchanges except to DSE as Securities and Exchange Board of India has withdrawn the recognition Granted to DSE on November 19, 2014.

ANNUALEVALUATION

The Company has carried out evaluation of Board, Executive Directors, Independent Directors and Chairperson. It is opinioned that the Company''s Board composition, structure, processes and working procedure are well laid. The Board members have adequate expertise drawn from diverse industries like Banking, Administration and Technical & bring specific competencies relevant to the Company''s business. Information flow from Management to the Board and Committees are timely and of acceptable quality. The Board deliberations and participation of members were found to be quite satisfactory and the Board''s overall functioning is effective.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure- 6 to this Report.

Disclosure in respect to remuneration and other details as per the provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure to this Report Having regard to the provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report excluding the said statement of employee under Section 197(12) of Companies Act, 2013 is being sent to the Members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any Member interested in obtaining said statement may write to the Dy. Company Secretary at the registered office of the Company.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance on the conditions of corporate governance pursuant to Listing Regulations is annexed herewith and forms integral part of this report.

ACKNOWLEDGMENT

Your Board of Directors wishes to convey their appreciation to all the employees for their enormous efforts as well as their collective contribution to the Company''s performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company''s bankers, Canara Bank, Kotak Mahindra Bank, & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey heartfelt gratitude to the Company''s valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited, Renault Nissan Automotive India Pvt. Ltd and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Last but not the least the Board wishes to thank all Members, vendors and business associates for their continuous support and confidence reposed in the Company.

For and on behalf of Board of Directors

RAMESH SURI

Place: New Delhi Chairman

Dated: 26th May, 2016 DIN: 00176488

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Mar 31, 2015

The Members

The Directors are pleased to present the 30th Annual Report of the Company together with the Audited Accounts for the year ended March 31,2015.

FINANCIAL RESULTS

Current year Previous year 2014-15 2013-14 (Rs in Lacs) (Rs in Lacs)

Gross Profit before financial charges and depreciation 13,781 13,364

Less: Financial Charges and 3,872 3,716

Depreciation 7,869 11,741 7,723 11,439

Net Profit before Taxation 2,040 1,925

Less: Taxation (8) (101)

Profit after Taxation 2032 2,026

Add: Profit brought forward 17,764 16,432

Profit available for appropriation 19,796 18,458

Less: Proposed Dividend 420 420

Less:- Tax on Dividend 85 71

Less: - Transfer to General Reserve 205 203

Balance carried over to 19,086 17,764

Balance Sheet

BUSINESS OPERATIONS

Your company recorded the gross turnover of Rs.1,333 Crores during the year as against Rs.1,314 Crores in the previous year resulting increase of 1.44%. During the year under review, the company has sold 962,603 nos. of A.C. systems as against 917,349 nos. in the previous year.

Company has been making investments in building up the capacities technology up gradation, new product development and Localization to sustain its market leadership in line with company's growth plans. The Indian automobile industry has however grown at the marginal pace of 2-3% over last three years. However, the business arising from these investments is expected to yield better results from the Financial Year 2015-16.

The company has made significant efforts to sustain its margins through cost reduction in material cost by import substitution and other cost optimization initiatives.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors' Report.

EXPANSION AND FUTURE PROSPECTS

Your company expects the growth in the automobile sector due to improvement in Global economic factors, stable Government in India and fuel prices. In view of expected cost pressure, your company planned extensive localization and cost down initiative. Further your company is also working to expand sales by catering the demand from existing and new automobiles manufacturers in India. In the current year, the company will start supplying to Renault Nissan from its Chennai plant and expand its business in Chennai to take care of other Southern India based OEM customers including Rail coach factory.

The company has also expanded its facilities of Tool Engineering Centre and focusing on in-house development of all Moulds/Dies, which are required for its new product development. This will help the company to shorten the lead-time of product development at reduced cost.

The company expects growth in coming years due to increased share of business from its existing customers and expansion of business in new business domains like bus air conditioning, truck refrigeration and radiators. In nutshell company will focus on cost management initiative to be more competitive with other suppliers to cater additional business from customers and expand in new domains.

Company is setting up facility for production of radiator for their customers which will improve revenue of the company.

EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS

There was no material change and commitment's which affect the financial position of the company subsequent to the date of financial statement.

DIVIDEND

Your company has earned a net profit (after tax) of Rs.2032 Lacs as against Rs. 2026 Lacs in the previous year. Your directors recommend a dividend of Rs 0.70. per share i.e. (35%) on the paid-up equity share capital for the year ended March 31, 2015 as against Rs. 0.70 per share i.e. (35%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.420 lacs exclusive of Dividend Tax.

DIRECTORS

(i) Directors & Key Managerial Personnel (Appointment & Resignation) During the year, the following changes took place in the Board of your company:

a) Directors

- Resignation of Mr. Y. Makino from the office of Nominee Director (Representative of Denso Corporation, Japan) w.e.f. November 03, 2014

- Appointment of Mr. Katsuhisa Shimokawa as Nominee Director (Representative of Denso Corporation, Japan) w.e.f. November03, 2014

- Reappointment of Mr D M Reddy as Executive Director w.e.f. 01.04.2015 on expiration of his term.

The requisite resolutions pertaining to the Appointment/Re-appointment appears at the respective items of the notice along with the Explanatory Statement and are recommended to the shareholders for approval.

b) Key Managerial Personnel

- Resignation of Mr. Vikas Sabharwal from the office of Dy. Company Secretary w.e.f. February 14,2015.

- Appointment of Mr. Hemant Kumar Agarwal, asDy. Company Secretary w.e.f. March 5, 2015.

(ii) Retire By Rotation

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Kenichi Ayukawa, Non Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

Brief profile of Mr. Kenichi Ayukawa as required under Clause 49(VIII)(E) of the Listing Agreement is provided in the Corporate Governance, attached hereto.

(iii) Declaration From Independent Directors

The company has received necessary declaration from all the Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).

(iv) Board Annual Evaluation

In compliance with the provisions of the Companies Act, 2013,the Board during the year adopted a formal mechanism for evaluation of its performances as well as that of its committees and individual Directors, including the Chairman of the Board.

Nomination & Remuneration Committee has approved the draft evaluation formats for the Board, Executive and Non Executive Directors and Chairperson of the company considering qualification, expertise, attributes and various parameters based on which evaluation of the Board has to be carried out by the company.

(v) Board Meeting

During the financial year 2014-15, Five Board meetings were held on 26.05.2014, 28.07.2014, 03.11.2014, 13.02.2015 and 24.03.2015.

The Composition of Audit Committee of the Company is given in Corporate Governance Report, as

stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, which forms part of

the Director's Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 134 (5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) The directors 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 and loss of the company for that period;

(c) The directors have taken proper and sufficient care 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) The directors had prepared the annual accounts on a going concern basis; and

(e) The directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

(f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively

INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF

THE SUBSIDIARIES/JOINT VENTURE

1. SUBSIDIARY

During the financial year under review THAI SUBROS LIMITED Subsidiary Company in Thailand, achieved gross revenue of THB 64 Lacs as against THB 95 Lacs during the last financial year, the sales has decreased by 33% over the last year and the company was having a loss of THB (14.68) Lacs as against lossofTHB (16.27) lacs during the current year.

As the business of the Customers of Subsidiary Company has not grown as per business plan. It is not economically viable to continue the business operations at Thailand. Accordingly Company decided to transfer all the inventory and assets lying at Thailand to our Pune Plant.

2. JOINT VENTURE

During the financial year under review the financial performance of Denso Subros Thermal Engineering Centre India Limited (JV), achieved gross revenue of Rs.1,463.03 Lacs as against Rs.1,680.78 Lacs during the last financial year, the sales has been decreased by 13% over the last year and the company incurred loss of Rs.0.98 Lacs during the year as against profit of Rs. 320.73 Lacs in last year. Subros Limited is holding 26% share in Joint Venture.

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

EXTRACT OF ANNUAL RETURN

As required pursuant to section 92(3) of the Companies Act,2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT9 as a part of this Director's Report is enclosed as ANNEXURE I.

AUDITORS AND AUDITORS REPORT

(i) Statutory Auditor

M/s. V.K. Dhingra & Co., Chartered Accountants, Statutory Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible for reappointment, offered themselves for reappointment.

The notes of accounts referred to in the Auditors Reports are self explanatory.

No Qualification remark in Audit report.

(ii) Cost Auditor

The Company has appointed M/s. Chandra Wadhwa & Company, Cost Accountants, as Cost Auditor of the Company to conduct the audit of cost records maintained by the Company for the Financial Year ending 31st March, 2016.

(iii) Secretarial Auditor

The Company has appointed M/s. RSM & Co., Company Secretaries as Secretarial Auditors to conduct the audit of secretarial and related records of the Company for the Financial Year ended 31stMarch, 2016.

Secretarial Auditor report is annexed herewith as Annexure II for financial year 2014-15 which is self-explanatory.

No Qualification remark in Secretarial Audit Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO

Conservation of Energy:

Information relating to conservation of Energy, Technology Absorption etc.,in terms of Section 134 (3) (m) of the CompaniesAct,2013 read with relevant rules is annexed herewith.

FIXED DEPOSITS

During the year the Company has not received any deposits from the public under section of 73 to 76 of CompaniesAct,2013 read with the Companies (Acceptance of Deposit) Rules.

SIGNIFICANT& MATERIAL ORDERS PASSED BY THE REGULATORS

There are no material orders passed by the regulators or Courts or Tribunals impacting the going concern status and the company's operations in future.

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The adequacy of Internal Financial Controls is also discussed in Management Discussion and Analysis, as Stipulated under Clause 49 of the Listing agreement with the Stock Exchanges, which forms part of the Director Report.

LOANS, GUARANTEES OR INVESTMENTS

The Company has not made any transaction of Inter-Corporate Loan & Investment during the year. CORPORATE SOCIAL RESPONSIBILITY

The Company has formulated a Corporate Social Responsibility (CSR) Policy to undertake CSR initiative as specified in Schedule VII of the Companies Act, 2013. The Company has constituted a robust and transparent governance structure to oversee the implementation of CSR policy, in compliance with the requirement of Section 135 of the Companies Act, 2013.

During the year, the Company has undertaken CSR initiatives in the areas of Environmental Sustainability for social & environmental growth. The Annual Report on CSR activities is annexed herewith as "Annexure III".

POLICIES

(i) Remuneration Policy

The Board of Directors has adopted a policy relating to the remuneration for the directors, key managerial personnel and other employees based on recommendation of Nomination and Remuneration Committee. Remuneration Policy has been placed on the website of the Company www.subros.com.

(ii) Risk Management Policy

The Board of Directors has constituted Risk Management Committee for development and implementation of Risk management policy for the company. During the year one meeting was held wherein Committee has advised to the Management to identify the elements of various risks which may threaten the existence of the company. Therefore Risk Management framework is in | the process of development.

(iii)Whistle Blower Policy / Vigil Mechanism

Pursuant to Section 177(9) of the Companies Act, 2013, the Company has established Vigil Mechanism for directors, employees, suppliers, contractors and other stakeholders etc of the Company. The same is also intended to cover the Whistle Blower Policy under the aspect of Clause 49 of the SEBI's listing agreement. The purpose and objective of this Policy is to cover serious concerns that would have a larger impact on image and values of the company due to incorrect financial reporting or serious improper conduct. The Whistle Blower Policy has been placed on the website of the Companywww.subros.com.

RELATED PARTY TRANSACTIONS

The Board of Director had duly approved related party transaction policy for determining the Material Related Party Transactions. The Related Party Transactions Policy is disseminated in the website of the Company (www.subros.com/Investors /Policies /RPT).

A Statement of all particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) duly approved by the Board of Director is annexed herewith as ANNEXURE IV.

LISTING

The Equity Shares of your Company continue to be listed on BSE Limited (BSE), National Stock Exchange of India Limited (NSE) and Delhi Stock Exchange Limited. There is no default in payment of Annual listing fees and annual custodian fee in respect of shares held in dematerlisation mode to NSDLand CDSL.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the Company's equity shares have been made available for dematerialisation in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL), Mumbai. In order to avail the service, shareholders can dematerialized the shares in the electronic form.

ANNUAL EVALUATION

The company has carried out evaluation of Board, Executive Directors, Independent Directors and Chairperson. It is opinioned that the company's Board composition, structure, processes and working procedure are well laid. Board members have adequate expertise drawn from diverse industries, Banking, Administration, Technical, business and bring specific competencies relevant to the company's business. Information flow from Management to the Board and Committees are timely and of acceptable quality. The Board deliberations and participation of members were found to be quite satisfactory and the Board's overall functioning is effective.

RATIO OF REMUNERATION TO EACH DIRECTOR

Details/Disclosures of Ratio of Remuneration to each Director to the median employee's remuneration is annexed herewith asANNEXURE -V.

CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION

The Company is committed to maintain the highest standards of corporate governance. The Directors adhere to the requirement set out by the Securities and Exchange Board of India's Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A Report on Corporate Governance along with a Certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance pursuant to Clause 49 of the Listing Agreement with stock exchanges is annexed herewith as Annexure-VI and forms part of the Annual Report.

SECRETARIAL STANDARDS

Company is in compliance with the disclosure as per Secretarial Standard of ICSI.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

In terms of the provisions of Section 197(12) of the Company's Act, 2013 read with Rules 5(2) and 5(3) of the Companies (appointment and Remuneration of Managerial Personnel) Rules, 2014,a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are provided in the Annual Report.

Having regard to the provisions of the first proviso to Section 136(1) of the Act, the Annual Report excluding the said statement of employee under section of 197(12) of Company's Act, 2013 is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining said statement copy may write to the Dy. Company Secretary at the registered office of the company.

ACKNOWLEDGMENT

Your Directors wish to convey their appreciation to all the company's employees for their enormous efforts as well as their collective contribution to the company's performance.

Your Directors acknowledge with gratitude the co-operation and support extended by company's bankers, Canara Bank, Kotak Mahindra Bank, & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the company's valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place : New Delhi RAMESH SURI Dated: 14th May, 2015 Chairman DIN NO - 00176488

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Mar 31, 2014

The Members

The Directors are pleased to present the 29th Annual Report of the Company together with the Audited Accounts for the year ended 31stMarch, 2014.

FINANCIAL RESULTS

Current year Previous year 2013-14 2012-13 (Rs. in Lacs) (Rs. in Lacs)

Gross Profit before financial charges and depreciation 13364 13305

Less: Financial Charges and 3716 3592

Depreciation 7723 11439 7255 10847

Net Profit before Taxation 1925 2458

Less: Taxation (101) 401

Profit after Taxation 2026 2057

Add: Profit brought forward 16432 15069

Profit available for appropriation 18458 17126

Less: Proposed Dividend 420 420

Less:-Taxon Dividend 71 68

Less:-Transfer to General Reserve 203 206

Balance carried over to 17764 16432 Balance Sheet

DIVIDEND

Your Company has earned a net profit (after tax) of Rs.2026 Lacs as against Rs.2057 Lacs in the previous year. Your directors recommend a dividend of Rs.0.70 per share i.e. (35%) on the paid-up equity share capital for the year ended 31st March, 2014 as against Rs.0.70 per share i.e. (35%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.420 lacs exclusive of Dividend Tax.

BUSINESS OPERATIONS

Your Company has invested significantly for Technology upgradation, New product development and Localisation to sustain its market leadership in future years. However, the adverse Market situations, delayed Product launches has led to decline in sales and non-realisation of complete benefits from the investments made and higher finance cost.

The Indian Auto Industry on account of many economic and industrial reasons has shown slower trend and has consequently de-grown by 5%, where as our main customer i.e. Maruti Suzuki has grown positively by around 0.3%, but other customers like Mahindra & Mahindra and Tata Motors has de- grown substantially. Your company recorded a decrease of 8% in the gross turnover of Rs 1314 crores during the year as against Rs.1435 crores in the previous year, due to lower sales and impact of Sale Price adjustments based on Forex levels of previous period. During the year under review the company has sold 917349 nos. of A.C. systems as against 955850 nos. in the previous year. However, your company has continued its efforts for reduction in the raw material cost, thru VA/VE and other localization programs.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors'' Report.

EXPANSION AND FUTURE PROSPECTS

Your Company, considering the growth in the Automobile sector and proactively observing the cost pressure, has planned extensive localization plans & capacities at its existing facilities at Noida, Manesar and Pune, to cater to the demand from existing as well as new Automobiles manufacturers in India. The Company in the current year will expand its business in Chennai to take care of Southern India based OEM customers.

The Company is also expanding its facilities of Tool Room and focusing on in house developments of all molds / dies for new product development, which will help in reducing the lead time for product development and also save cost. The Company will also focus on Sales of specialized Tools on commercial basis.

The Company has now strategically diversified into other Thermal Engineering Products for Automobiles Sector or for other industrial uses like Refrigerated vans, radiators, Engine cooling modules, BusAirconditioningand RailAirconditioningetc.

The Company expects growth in coming years due to increased share of business from its existing Customers and expansion of business in new business domains like Bus Airconditioning, Truck Refrigeration and Radiators.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories: -

a) Overall performance Gold Trophy from MSIL

b) Shield for Quality from MSIL

c) System Audit Shield from MSIL

d) Inner part localization Certificate from MSIL

e) Manufacturing Excellence Platinum Award from Economic Times

f) Manufacturing Excellence Gold Award from ACMA

g) Ranked no. 1 in Innovation Adaptation & Ranked no.3 in Customer focus, by frost and Sullivan

h) Excellence award in various Quality Circle Initiatives.

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved gross revenue of THB 95 Lacs as against THB 344 Lacs during the last financial year, the sales has decreased by 72% over the last year and the company was having profit before tax of THB 13.13 Lacs during the last year as against loss before tax of THB (16.27) Lacs during the current year under review.

CONSOLIDATION OF ACCOUNT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate report on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange of India Limited, the Stock Exchange of Mumbai and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2014-15 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2014-15.

FIXED DEPOSIT

During the year the Company has not received any deposits from the public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the company''s equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form.

DIRECTORS

Mr. K Ayukawa, Mr. Y Makino and Mr. M A Pathan, were appointed as additional director of the company with effect from 29th July, 2013, 29th July, 2013 and 8th November, 2013 respectively and they shall hold the office upto the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956, requisite notice has been received under the provisions of the Companies Act, 2013 from the members for the appointment of Mr. K Ayukawa, Mr. Y Makino and Mr. MA Pathan.

The non-executive Independent Directors are as per provisions of the Companies Act, 2013 are getting re-appointed for a period of 5 years, not liable to retire by rotation. The requisite resolutions pertaining to the appointment/re-appointment appears at respective items of the Notice alongwith the and relevant Explanatory statement and is recommended to the shareholders for approval.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that :-

in the preparation of annual accounts for the year 2013-14, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company have been followed;

the Directors have selected such accounting policies and applied them consistently and 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 2013-14 and of the profit of the company for that period;

the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. V.K. Dhingra & Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in the Auditors'' Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1 )(e) of the Companies Act, 1956 read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all 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 Dy. Company Secretary at the registered office of the Company.

ACKNOWLEDGMENT

Your Directors wish to convey their appreciation to all the company''s employees for their enormous efforts as well as their collective contribution to the company''s performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company''s Bankers, Canara & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Company''s valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place: New Delhi RAMESH SURI

Dated: 26th May, 2014 Chairman

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Mar 31, 2013

To The Members

The Directors are pleased to present the 28th Annual Report of the Company together with the Audited Accounts for the year ended 31 st March, 2013.

FINANCIAL RESULTS

Current year Previous year 2012-13 2011-12 (Rs. in Lacs) (Rs. in Lacs)

Profit before interest and depreciation 13305 13755

Less: Interest and 3592 2591

Depreciation 7255 10847 5301 7892

Net Profit before Taxation 2458 5863

Less: Taxation 401 1023

Profit after Taxation 2057 4840

Add: Profit brought forward 15069 13496

Profit available for appropriaton 17126 18336

Less: Proposed Dividend 420 660

Less:-Tax on Dividend 68 107

Less:-Transfer to General Reserve 206 2500

Balance carried over to 16432 15069

Balance Sheet

DIVIDEND

Your Company has earned a net profit (after tax) of Rs.2056 lacs as against Rs.4840 lacs in the previous year. Your directors recommend a dividend of Rs.0.70 per share i.e. (35%) on the paid-up equity share capital for the year ended 31st March, 2013 as against Rs.1.10 per share i.e. (55%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.420 lacs exclusive of Dividend Distribution Tax.

BUSINESS OPERATIONS

Your Company has invested significantly for Technology upgradation, New product development and

Localisation to sustain its market leadership in future years. However, due to adverse Market situation, delayed Product launches and production disruptions at Customer end, there have been disruptions in supplies during the year. This also has led to non-realisation of benefits from the investments made and higher Inventory carrying costs.

The Markets for the OE customers stabilized in last quarter of the year to recover the business situation significantly. As a result, your company recorded an increase of 16 % in the gross turnover of Rs 1435 crores during the year as against Rs.1235 crores in the previous year. During the year under review the company has sold 955850 nos. of A.C. systems as against 852925 nos. in the previous year.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors'' Report.

EXPANSION AND FUTURE PROSPECTS

Your Company considering the growth in the Automobile sector in general, has planned its capacity and localization plans at its existing facilities at Noida, Manesar and Pune, to cater to the demand from existing as well as new Automobiles manufacturers in India. The Company will in the current year will start the operations from its new facilities from Chennai, Tamil Nadu for targeting Southern India based OEM.

The Company is also strategically diversifying into other Thermal Engineering Products for Automobiles Sector or for other industrial uses like Refrigerated vans, radiators, Engine cooling modules, BusAirconditioningand Rail Airconditioning etc.

The Company expects growth in coming years due to increased share of business from its existing Customers and expansion of business in new business domains like Bus Airconditioning, Truck Refrigeration and Radiators.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories: -

a) Overall performance Gold Trophy from MSIL

b) Focused Cost down shield from MSIL

c) System Audit Shield from MSIL

d) Inner part localization Certificate from MSIL

e) IMEA Gold Award 2012 from Economic Times

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved gross revenue of THB 344 Lacs as against THB 404 Lacs during the last financial year, the sales has decreased by 15% over the last year and the company was having Loss before tax of THB 9.41 lacs during the last year as against profit before tax of THB 13.13 Lacs during the current year under review.

CONSOLIDATION OF ACCOUNT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India''s Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate report on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange of India Limited, the Stock Exchange of Mumbai and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2013-14 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2013-14.

FIXED DEPOSIT

During the year the Company has not received any deposits from the public under section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the company''s equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form.

DIRECTORS

Mr. S Nishimura and Mrs. Meena Sethi who were appointed as additional director of the company with effect from 30th July, 2012 and they shall hold the office upto the ensuing Annual General Meeting of the Company pursuant to the provisions of Section 260 of the Companies Act, 1956 requisite notice has been received under section 257 from the member for the appointment of Mr. S Nishimura and Mrs. Meena Sethi.

The present term of Ms. ShradhaSuri as Managing Director of the Company expires on 11th May, 2013. The Board of Directors at its meeting held on 22nd May, 2013 re-appointed Ms. Shradha Suri as Managing Director for a further period of 3 years w.e.f. 12th May, 2013. The requisite resolution pertaining to the re-appointment of Ms. Shradha Suri as Managing Director appears at item no. 9 of the Notice alongwith the and relevant Explanatory statement and is recommended to the shareholders for approval.

Mr. P Sabanayagam, Mr. Hanuwant Singh and Mr. S Nakanishi, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS'' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that :-

- in the preparation of annual accounts for the year 2012-13, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company have been followed; the Directors have selected such accounting policies and applied them consistently and 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 2012-13 and of the profit of the company for that period; the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. V.K. Dhingra fit Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in the Auditors'' Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1 )(e) of the Companies Act, 1956 read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all 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 Dy. Company Secretary at the registered office of the Company.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the company''s employees for their enormous efforts as well as their collective contribution to the company''s performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company''s Bankers, Canara & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Company''s valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place: New Delhi RAMESH SURI

Dated: 22nd May, 2013 Chairman

---

Mar 31, 2012

The Directors are pleased to present the 27th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS

Current year Previous year 2011-12 2010-11 (Rs. in Lacs) (Rs. in Lacs)

Gross Profit before financial charges and depreciation 13755 8800

Less: Financial Charges and 2591 1543

Depreciation 5301 7892 4055 5598

Net Profit before Taxation 5863 3202

Less: Taxation 1023 348

Profit after Taxation 4840 2854

Add: Profit brought forward 13496 13200

Profit available for appropriation 18336 16054

Less: Proposed Dividend 660 480

Less: - Tax on Dividend 107 78

Less:-Transfer to General Reserve 2500 2000

Balance carried over to 15070 13496 Balance Sheet

DIVIDEND

Your Company has earned a net profit (before tax) of Rs.5863 Lacs as against Rs.3202 Lacs in the previous year. Your directors recommend a dividend of Rs.1.10 per share i.e. (55%) on the paid-up equity share capital for the year ended 31st March, 2012 as against Rs.80 paisa per share i.e. (40%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.660 lacs.

BUSINESS OPERATIONS

Your Company has invested significantly for Technology upgradation, New product development and Localisation to sustain its market leadership in future years. However, due to adverse Market situation, delayed Product launches and severe production disruptions at Customer end, there have been significant disruptions in supplies during first 3 quarters of the year. This also has led to non- realisation of benefits from the investments made and higher Inventory carrying costs.

The Markets for the OE customers stabilized in last quarter of the year to recover the business situation significantly. As a result, your company recorded an increase of 2.40 % in the net turnover of Rs 1115.68 crores during the year as against Rs. 1089.58 crores in the previous year. During the year under review the company has sold 852,925 nos. of A.C. systems as against 895,072 nos. in the previous year. During the year under review your company was able to achieve profit after tax of Rs.48.40 cr as against Rs.28.55 cr during the last year.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors' Report

EXPANSION AND FUTURE PROSPECTS

Your Company considering the growth in the Automobile sector in general, has planned its capacity expansion at its existing facilities at Noida, Manesar and Pune, to cater to the increased demand from existing as well as new Automobiles manufacturers in India.

The Company has also started the process of setting up its facility in Chennai, Tamil Nadu for targeting Southern India based OEM. The Company is also strategically diversifying into other Thermal Engineering Products for Automobiles Sector or for other industrial uses like radiators, Engine cooling modules, Bus air-conditioning, Rail air-conditioning etc.

The Company expects buoyant growth in coming years due to increased share of business from its existing Customers and expansion of business in new business domains like Bus Air-conditioning, Truck Refrigeration and Radiators.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories: -

a) MSIL- Gold Trophy for Best Vendor Award for overall performance

b) MSIL- Engineering Director Special award for local R&D setup

c) MSIL- Warranty Improvement

d) MSIL- Incoming Quality Improvement

e) MSIL- Special support award

f) MSIL- Design and Development award.

g) ACMA- Gold Award for Manufacturing Excellence

h) ACAAA-Silver Award for Excellence in Technology

i) Economic Times Gold Award- Manufacturing Excellence

j) Frost and Sullivan -Ranked amongst Top 5 Companies in Customer focus and Innovation by Frost and Sullivan

k) Excellence award in NCQC (National Quality Circle)

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved a turnover of THB 403.11 Lacs as against THB 667.09 Lacs during the last financial year, the sales has decreased by 40% over the last year and the company was having Loss after tax of THB 9.41 Lacs as against profit after tax of THB 21.02 Lacs during the previous year under review.

CONSOLIDATION OF ACCOUNT

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statements are provided in the Annual Report.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate report on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange of India Limited, the Stock Exchange of Mumbai and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2012-13 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2012-13.

FIXED DEPOSIT

During the year the Company has not received any deposits from the public under section 58A of the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the company's equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form.

DIRECTORS

Dr. Jyotsna Suri, Mr. Y Nei and Mr. G.N. Mehra, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under section 217(2AA) of the Companies Act, 1956, the directors hereby confirm that :-

- in the preparation of annual accounts for the year 2011-12, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company have been followed;

- the Directors have selected such accounting policies and applied them consistently and 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 2011 -12 and of the profit of the company for that period;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- the Directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. V.K. Dhingra & Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in the Auditors' Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1 )(e) of the Companies Act read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors' Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all 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 Dy. Company Secretary at the registered office of the Company and same will be sent.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the company's employees for their enormous efforts as well as their collective contribution to the company's performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company's Bankers, Canara & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Company's valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited, for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place: New Delhi RAMESH SURI

Dated: 28th May, 2012 Chairman

---

Mar 31, 2011

The Members

The Directors are pleased to present their 26th Annual Report of the Company together with the AuditedAccounts for the year ended 31st March, 2011.

FINANCIALRESULTS

Current year Previous year 2010-11 2009-08 (Rs.in Lacs) (Rs. in Lacs)

Gross Profit before financial charges and depreciation 9007.36 9401.84

Less: Financial Charges & 1750.36 1603.33

Depreciation 4054.96 5805.32 3847.07 5450.40

Net Profit before Taxation 3202.04 3951.44

Less: Taxation 347.63 1142.45

Profit after Taxation 2854.41 2808.99

Add: Profit brought forward 13199.41 13080.08

Profit available for appropriation 16053.82 15889.07

Less: Proposed Dividend 479.91 419.92

Less:- Corporate Dividend Tax 77.85 69.74

Less:- Transfer to General Reserve 2000.00 2200.00

Balance carried over to 13496.05 13199.41

Balance Sheet



DIVIDEND

Your Company has earned a net profit (after tax) of Rs 2854 Lacs as against Rs.2809 Lacs in the previous year. Your directors recommend a dividend of 80 paisa per share (i.e. 40%) on the paid-up equity share capital for the year ended 31st March, 2011 as against 70 paisa per share (i.e. 35%) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.479.91 lacs exclusive of Dividend Tax.

BUSINESS OPERATIONS

Your Company has continues to scale new heights and set several new benchmarks in terms of sales and overall operations. The company has sold 895,072 nos. ofA.C. systems as against 747,707 nos. in the previous year an increase of 20%. The Company during the current year despite the pressure of currency fluctuation and higher input cost has been able to sustain the profit after tax.

The company had also been able to maintain its market leadership with customer focus and upgraded technology.As a result, your company recorded an increase of 20% in the net turnover of Rs 1,089.10 crores during the year as against Rs.905.46 crores in the previous year.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors' Report

EXPANSION AND FUTURE PROSPECTS

Your Company considering the growth in the Automobile sector in medium term and in general, has planned its capacity expansion, to cater to the increased demand from existing as well as new Automobiles manufacturers in India. Moreover company is continuously engaged in VA / VE and localization and as a step in that direction during the year under review the company was able to localize new generation RS Evaporator, thereby resulting is savings in term of cost and foreign exchange.

The Company has also started the process of setting up its new facility at Chennai, Tamil Nadu targeting Southern India based OEM. The Company is also strategically diversifying into other Thermal Engineering Products for Automobiles Sector or for other industrial uses like radiators, engine cooling modules, Bus airconditioning, Rail airconditioning etc.

The Company during the last financial year has established a design Joint venture Company in India with its collaborator Denso Corporation for carrying out application design services for the development of new products for the satisfaction of its ultimate customers with low cost and less lead time in product development.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories:

a) Best Vendor Award for overall performance from MSIL.

b) VA VE Implementation Award from MSIL.

c) Warranty Improvement Award from MSIL.

d) Tier 2 Vendor up gradation Award from MSIL.

e) Timely capacity Expansion Award from MSIL.

f) Best vendor award from Mahindra & Mahindra.

g) Gold Award for manufacturing excellence- IMEA

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved a turnover of THB 667.09 Lacs as against THB 268.40 Lacs during the last financial year, the sales has increased substantially and the Company was having Profit before tax of THB 26.47 Lacs as against profit ofTHB 19.35 Lacs during the previous year under review.

CONSOLIDATIONOFACCOUNT

In accordance with the Accounting Standard AS-21 on consolidated financial statements that with Accounting Standard AS-27 on financial reporting for interest in Joint Ventures, the Audited Consolidated Financial Statement are provided in theAnnual Report.

CORPORATEGOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate report on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange, Bombay Stock Exchange and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2011-12 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2011-2012.

FIXEDDEPOSIT

During the year the Company has not invited any deposits from the public under section 58A of the CompaniesAct, 1956 read with the Companies (Acceptance of Deposit) Rules.

DEMATERIALISATIONOFSHARES

To provide better and smooth service to the shareholders, the company's equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form quickly.

DIRECTORS

Mr. Shinzo Nakanishi, Mr. Shailendra Swarup and Mr.K.R. Ramamoorthy Directors of the Company, will retire by rotation at the forthcoming Annual General Meeting and being eligible offer themselves for reappointment.

DIRECTORS'RESPONSIBILITY STATEMENT

As required under section 217(2)AAof the CompaniesAct, 1956, the directors hereby confirm that :- — in the preparation of annual accounts for the year 2010-11, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, tothe extent applicable to the company have been followed.

— the Directors have selected such accounting policies and applied them consistently and 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 2010-11 and of the profit ofthe company for that period.

— the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

— the Directors had prepared the annual accountson a going concern basis.

AUDITORS

M/s. V.K. Dhingra & Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in theAuditors' Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1)(e) ofthe CompaniesAct read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the CompaniesAct, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the name and other particulars of the employees are set out in the annexure tothe Directors' Report.

However, having regard to the provisions of Section 219(1)(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all 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 same will be sent.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the company's employees for their enormous efforts as well as their collective contribution to the company's record performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Company's Bank, Canara & other Bank and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Company's valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place:New Delhi RAMESH SURI

Dated: 3rdAugust, 2011 Chairman

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Mar 31, 2010

The Directors are pleased to present their 25th Annual Report of the Company together with the Audited Accounts for the year ended 31 st March, 2010.

FINANCIAL RESULTS

Current year Previous year

2009-10 2008-09

(Rs. in Lacs) (Rs. in Lacs)

Gross Profit before financial

charges and depreciation 9401.84 6473.97

Less: Financial Charges & 1603.33 1459.06

Depreciation 3847.07 5450.40 3156.53 4615.59

Net Profit before Taxation 3951.44 1858.38

Less: Taxation 1142.45 517.14

Profit after Taxation 2808.99 1341.24

Less: Proposed Dividend 419.92 299.94

Less:-Corporate Dividend Tax 69.74 50.98

Less: - Transfer to General Reserve 2200.00 134.12

Balance carried over to 119.33 856.20

Balance Sheet

DIVIDEND

Your Company has earned a net profit (after tax) of Rs.2808.99 Lacs as against Rs. 1341.24 Lacs in the previous year. Your directors recommend a dividend of 35% (70 paisa per share) on the paid-up equity share capital for the year ended 31 st March, 2010 as against 25% (50 paisa per share) declared in the previous year. The dividend, if approved by the shareholders at the ensuing Annual General Meeting, shall absorb a sum of Rs.489.66 lacs exclusive of Dividend Tax.

BUSINESS OPERATIONS

During the year, your Company has scaled new heights and set several new benchmarks in terms of sales and overall operations. The company has sold 747,707 nos. of A.C. systems as against 618,752 nos. in the previous year an increase of 21%. The Company was also able to increase its profitability by successfully implementing various cost reduction programs in areas of Material Cost thro Global Sourcing / Value Engineering and reduction in manufacturing costs. The company has achieved Rs.28.09 crores Profit after tax which has increased by 109 % over Rs. 13.41 crores achieved during the previous year.

The company had been able to maintain its market leadership with customer focus and upgraded technology. As a result, your company recorded an increase of 25% in the gross turnover of Rs 983.83 crores during the year as against Rs.786.59 crores in the previous year.

The performance of the company is also discussed in Management Discussion and Analysis, as stipulated under clause 49 of the Listing Agreement with the Stock Exchanges, which forms part of the Directors Report

EXPANSION AND FUTURE PROSPECTS

Your Company considering the growth in the Automobile sector in general, has planned its capacity expansion, to cater to the increased demand from existing as well as new Automobiles manufacturers in India.

The Company has also started the process of setting up its facility in Sanand, Gujarat for effecting supplies to Tata Motors Ltd, for its new low cost Car "Nano". The sales to Tata Motors Ltd for Nano will commence during the current financial year.

Your Company is further expanding into newer segments relating to Thermal Engineering Products for Automobiles Sector or for other industrial uses like radiators, Engine cooling modules, Bus A/C, Rail A/C etc. Trial sales for Radiators have already commenced.

The Company has finalized for setting up a design Joint venture Company in India with its collaborator Denso Corporation for carrying out application design services for the development of new products for the satisfaction of its ultimate customers with low cost and less lead time in product development.

AWARDS AND RECOGNITIONS

The working of your company has always been recognized for improvement in operational efficiencies, cost control, delivery etc. The Company was awarded following prestigious awards in the following categories:

a) System rating Award from MSIL.

b) VAVE Award from MSIL.

c) Incoming Quality Improvement from MSIL.

d) Quality Awareness Quiz Award from MSIL.

e) Delivery Award from TATA Motors.

f) National Award for Excellence in Cost Management from ICWAI, India.

g) Quality Circle Technical (North) Award

SUBSIDIARY COMPANY

During the financial year under review THAI SUBROS LIMITED subsidiary Company in Thailand, achieved a turnover of THB 268.40 Lacs as against THB 9.42 Lacs during the last financial year, the sales has increased substantially and the Company was having Profit before tax of THB 19.35 Lacs as against loss of THB 12.11 Lacs during the previous year under review.

CORPORATE GOVERNANCE

The company is committed to maintain the highest standards of Corporate Governance. The Directors adhere to the requirements set out by the Securities and Exchange Board of Indias Corporate Governance practices as per clause 49 of the Listing Agreement and have implemented all the stipulations prescribed.

A separate statement on Corporate Governance is provided as a part of the Annual Report alongwith the Auditors certificate on its compliance.

LISTING

The shares of your company are listed on National Stock Exchange of India Limited, the Stock Exchange of Mumbai and The Delhi Stock Exchange Association Ltd. The company has paid annual listing fee for the year 2010-11 and also paid annual custodian fee in respect of shares held in dematerialization mode to NSDL and CDSL for the year 2010-11.

FIXED DEPOSIT

During the year the Company has not received any deposits from the public under section 58Aof the Companies Act, 1956 read with the Companies (Acceptance of Deposit) Rules and there is no outstanding, overdue, unclaimed or unpaid deposit at the end of the year.

DEMATERIALISATION OF SHARES

To provide better and smooth service to the shareholders, the companys equity shares have been made available for dematerialization in electronic form in the Depository systems operated by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), Mumbai. In order to avail this service, shareholders can dematerialize the shares in the electronic form quickly.

DIRECTORS

The present term of Mr. Ramesh Suri as Chairman of the Company expires on 15th September 2010. The Board of Directors at its meeting held on 2nd August, 2010 re-appointed Mr. Ramesh Suri as Chairman of the Company for a further period of 5 years w.e.f. 16th September, 2010 on the same terms and conditions and remuneration.

The requisite resolutions pertaining to the appointment of Mr. Ramesh Suri as Chairman appeared at item no. 7 of the Notice and relevant Explanatory statements are recommended to the shareholders for approval.

Mr. G.N. Mehra, Mr. P. Sabanayagam and Mr. Hanuwant Singh Directors of the Company, retire by rotation and being eligible offer themselves for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

As required under section 217(2)AAof the Companies Act, 1956, the directors hereby confirm that: -

- In the preparation of annual accounts for the year 2009-10, the accounting standards issued by the Institute of Chartered Accountants of India and the requirements of the Companies Act, 1956, to the extent applicable to the company have been followed.

- The Directors have selected such accounting policies and applied them consistently and 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 2009-10 and of the profit of the company for that period.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956, for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis. AUDITORS

M/s. V.K. Dhingra & Co. Chartered Accountants, New Delhi retire at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment. The notes to account referred to in the Auditors Report are self-explanatory.

DISCLOSURE OF INFORMATION WITH REGARD TO CONSERVATION OF ENERGY ETC.

Information relating to Conservation of Energy, Technology Absorption etc., in terms of Section 217(1 )(e) of the Companies Act read with relevant rules is annexed herewith.

EMPLOYEES

Information as per Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules. 1975, as amended, the name and other particulars of the employees are set out in the annexure to the Directors Report.

However, having regard to the provisions of Section 219(1 )(b)(iv) of the Companies Act, 1956, the Annual Report is being sent to all 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 Dy. Company Secretary at the registered office of the Company and same will be sent.

ACKNOWLEDGEMENT

Your Directors wish to convey their appreciation to all the companys employees for their enormous efforts as well as their collective contribution to the companys record performance.

Your Directors acknowledge with gratitude the co-operation and support extended by Companys Bank, Canara & other Banks and the Management of our collaborators, Denso Corporation and Suzuki Motor Corporation, Japan for their continued support.

Your Directors also take this opportunity to convey their thanks to the Companys valued customers, particularly Maruti Suzuki India Limited, Tata Motors Limited, Mahindra & Mahindra Limited and Force Motors Limited for the trust and confidence reposed by them in the Management for their unstinted co-operation and support provided to the Company.

Your Directors also take this opportunity to convey their thanks to the shareholders, suppliers, and all the other business associates for the continuous support given by them to the company and their confidence reposed in the management.

For and on behalf of Board of Directors

Place: New Delhi RAMESH SURI

Dated: 2nd August, 2010 Chairman