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Management Discussion and Analysis

The Directors have pleasure in presenting the 70^th Annual Report together with the Audited Financial Statements for the Financial Year ended March 31, 2022.

1. FINANCIAL RESULTS

The following are the standalone financial highlights for the Financial Year 2021-22:

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

2. DIVIDEND

The Board of Directors has recommended a dividend of ` 110/- per equity share of ` 10 each. In addition, the Board has recommended a special dividend of ` 100/- per share of ` 10/- each to commemorate 100 years of Bosch in India in 2022. The total dividend payout for the financial year 2021-22 is ` 210/- per equity share (previous year ` 115/- per equity share) aggregating to Mio ` 6,194/-. The dividend payout ratio is approximately 51%. The Dividend is subject to the approval of the shareholders at the forthcoming Annual General Meeting.

Pursuant to the requirements of regulation 43A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a Dividend Distribution Policy. This Policy is uploaded on the website of the Company and can be accessed at https://www.bosch. in/media/our_company/shareholder_information/2017_2/ dividend_distribution_policy_2017.pdf.

3. MANAGEMENT DISCUSSION AND ANALYSIS

In order to avoid duplication between the Directors' Report and Management Discussion and Analysis, a composite summary of the Company's performance and its various business segments is given below:

3.1.1 Global Economy

The world economy was expected to do well in 2022, supported by strong fiscal and monetary push especially in the developed market. That said, two shocks in recent months, the war in Ukraine and the build-up of momentum in elevated US and European inflation, have caused us to revise our forecast downward significantly for global growth. Inflation in the US and Europe is now pushing towards 8%, well in excess of what was expected. More trouble, especially in the US, are signs that the underlying drivers of inflation have broadened, emanating from very tight labor market conditions and spreading from goods to services. The US Federal Reserve (FED), finding itself now well behind the curve, has given clear signals that it is shifting to a more aggressive tightening mode. Given this, world economy is expected to grow by 3.1% in 2022 and 2.9% in 2023. More importantly these forecasts were 4.4% for 2022 and 3.7% for 2023 at the beginning of this year and have been marked down substantially.

3.1.2 Indian Economy

India is unlikely to achieve a growth rate of 8-8.5% in FY23, due to the impact of Russia-Ukraine conflict, aggressive FED rate hike cycle and China + global growth slowdown, but a 7-7.5% real GDP growth will still be a decent outcome under the circumstances. The bigger priority now is to reduce inflation, so that the ongoing growth recovery can be sustained on a durable basis.

From a slightly positive perspective, India remains relatively less vulnerable to global external shocks compared with the other open market emerging economies, which should help cushion downside growth risks. Fortunately, the impact of the third Covid-19 wave has also proven to be limited, with mobility improving back to pre-pandemic levels swiftly. INR has largely been range bound against the USD (74-77) primarily driven by record balance of payment surplus and massive amount of Forex reserves accumulated by RBI.

3.2 Industry Structure and Development Automotive:

The overall automobile production volumes in FY22 marginally grew by +1% YoY, marred by several headwinds like supply chain bottlenecks and semi-conductor shortages. The impact caused by the successive waves of the pandemic and the consequent lockdown restrictions by various states across the country adversely affected the rural as well as the urban markets.

The current geopolitical tensions has increased the commodity prices, crude oil prices, and has exacerbated supply chain issues. The Indian automotive industry will not be directly affected by the war in Ukraine, but the conflict and resulting sanctions on Russia is causing supply-chain disruptions and giving rise to increase in commodity prices. India imports a large part of its crude oil and elevated oil prices will put further pressure on fuel prices. Rising fuel prices is also driving consumers towards alternate fuels. After achieving its peak in FY19, the domestic auto industry has seen two years of decline up to FY21, before recovering in FY22, over a very low base. PC and CV sectors have rebounded in FY22 on a low base, Tractor has remained stable after peaking in FY21, while the 2W sector declined consecutively for a third year.

Passenger Car sector demand has remained upbeat throughout FY22. However, the industry's volume growth has been limited by supply constraints, which have been accentuated by the ongoing chip shortages. An improved chip supply over the past few months has, however, aided a ramp-up in production levels for OEMs. The demand-supply mismatch has led to high waiting period for best-selling models from 2 to 12 months or more.

The Commercial Vehicle industry on the other side saw a healthy growth compared to last year led by strong demand, better capacity utilization and replacement demand. While we are seeing recovery in the segment, volumes are yet to recover to pre-Covid levels, despite opening up of the economy.

The tractor industry volumes touched an all-time high in FY2021 aided by a combination of robust farm cashflows and healthy monsoons. Even as the spread of pandemic to rural areas and an uneven monsoon performance remained a concern, industry volumes remained largely healthy. 2W industry declined in FY22 despite having a pandemic-impacted low base year. While domestic demand is heading for the third consecutive year of contraction, exports witnessed high volumes in FY2022 driven by healthy demand from African and LATAM markets.

An increasing trend towards alternate fuel vehicles such as CNG and EV was seen due highly inflated fuel prices, decreasing gap of acquisition cost with ICE, better TCO and Govt push for alternate fuels adoptions

Vehicle Production Growth Rates:

Non-Automotive:

The Indian Professional Tools market is estimated to be around ` 21 billion by value in year 2021 and is expected to grow at a CAGR of 8% (2021 to 2025). This is in line with the estimated government spends on infrastructural projects and expected investment in manufacturing industries. The ongoing Ukraine-Russia crisis and Covid induced lockdowns in China has put further pressure on cost structure including raw material costs, which has resulted in increased power tools price across portfolios in the market. This further needs to be managed from the market scenario and cost trends.

The safety and security industry in India has experienced steady growth of more than 5% across various segments. Rapid urbanization, expansion in Energy and manufacturing industries, infrastructure and mass transportation systems are driving growth in the safety and security market, particularly in critical national infrastructure sectors. End users of safety, security and communication products and services include airport, metro-rail, government enterprises, law enforcement agencies, defense, energy and manufacturing industry, IT/ITES, commercial and noncommercial enterprises. The industry is highly fragmented and price sensitive.

The market is also preparing itself to deal with the challenging threats and changes driven by fast changing hardware and software. The industry is also maturing driven by the renewed scope in Regulation and Bottoms-up desire to feel safe and secure. Market is experiencing a strong Digital Innovation drive with topics like IoT and Cloud based solutions, AI and machine learning.

3.3. Business segment wise performance

The overall sales performance of the Company witnessed growth of 23.9% over FY 2020-21. Mobility business (Automotive) revenue increased by 22.6%, while the Business beyond mobility (Others) increased by 31.6%. Domestic mobility business witnessed increase of 21%, mainly driven by Powertrain due to higher order fulfilment and a low base in FY 2020-21.

As the Company predominantly operates in manufacturing and trading of mobility solutions, this constituted 86% of total sales for the Financial Year 2021-22. The Business beyond mobility, comprising of Industrial Technology, Consumer Goods and Energy and Building Technology, had a share of 14%. Thus, the operating segment is broadly classified into "Mobility Business" (Automotive Products) and "Business beyond mobility" (Others).

3.3.1 Operating Segment

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

During Q1 of FY 2021-22 the COVID-19 second wave situation in April and May resulted in supply chain restrictions, manpower constraints, absenteeism and liquidity crisis, including oxygen supply issues as the same was needed for medical usage and amount of oxygen available for manufacturing was restricted. Overall automotive market during FY2021-22 was effected by unfavorable economic conditions owing to the COVID-19 pandemic. Despite this we made a sound recovery commencing from Q3 of FY 2021-22. The demand in HCV and LCV has also been good due to infrastructural projects across the nation such as road construction, mining, etc. and growing demand for better last mile connectivity. With the onset of COVID-19, we also witnessed a growing demand for personal mobility contributing to increased demand in the two wheeler and PC Segment however we had Semiconductor supply constraints due to which the supply was lower than the demand.

During the FY-2021-22 we witnessed good demand for CRI, CRIN, Exhaust gas sensors for PC Segment, CP4 and DV-E. Record sales were made in the month of March 2022, due to the ECU chip parts sourced by the customers separately and due to which the set part sales and ECU sales ramped up. Also, higher sales in A-Pump were recorded due to increase in sales in tractor market.

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

Automotive Aftermarket

During the first quarter of 2021, the economic conditions recovered and so did the automotive sector. This was hampered by the devasting second wave of COVID-19 which peaked in May'21 with lockdowns and curfews. Our main focus was our employees and customers. We introduced the Bosch Covid Care (BCC) insurance policy to support our customers. Further the market started recovering during the third quarter with growth in the automotive sector and improved mobility. Automotive Aftermarket division in India made a strong comeback in Q3 and Q4 of FY 2020-21 with our approach of being closer to our customers and demand generation activities.

Automotive Aftermarket Division (AAIN) achieved the highest ever Total Net Sales in FY 2021-22 with a growth of 26.5% compared to the previous year. We have improved our operating margins through restructuring, price corrections and various cost reduction measures. Best ever Net Working Capital coverage days was also achieved in FY 2021-22 with improvement in receivables and payables. Our customer satisfaction index improved in all areas such as product, communication and logistics despite market disruptions. Our GPTW Trust Index improved and sustenance of the implemented measures to make AAIN the Best Place To Work. Our Genplast product (Three-stage diesel Filter) bagged prestigious awards such as the Bosch Quality award, WoCo Quality Award – Product Launch, Bosch India Innovation awards and the CII Industrial Innovation award.

Our emphasis on secondary market continued to yield positive results as we consistently increased our active retailers & workshops in second half of FY 2021-22 post the Covid second wave. We also increased our overall visibility in line with our strategy of ‘Har Shop Mein Bosch' across 3 key segments in Rural markets covering 60+ rural towns, branding uplift across our BDS network & Top Retail Branding in key towns. We continued to grow market share in key products such as diesel and rotating machines and additionally introduced the LED lighting range further strengthening our product portfolio. The Company acquired a minority stake of 26% in Autozilla Solutions Private Limited and this will support the automotive aftermarket to participate in the digital B2B marketplace. The Company will integrate Autozilla's eCommerce platform with its digital platforms to improve the quality of catalogue search, streamline ordering of spare parts from workshops to distributors and address availability of spares with shorter lead times.

Business beyond mobility:

The Business beyond Mobility sales have increased by 31.6%, which was driven predominantly by Power Tool and Bosch Energy & Building Solution Division in domestic market; which contributed to 92% of total business beyond mobility during the year under review as compared to 81.7% during the previous financial year. Exports sales of total business beyond mobility increased by 8.2% as compared to previous financial year.

Consumer Goods - Power Tools

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

During the year under review, the division's revenue had a phenomenal growth of 30%, in FY 2021-22 over previous year 2020-21, out of which digital business grew by 43% which supported in increasing the share of digital business from 9% to 10%. The plant production generated a growth of 7% over the previous year. The Division aims at reducing the distance to its users and will continue to focus on improving their lives by providing affordable solutions. It's focus on the BeConnected user & trade engagement program and E-commerce channels for business would also continue to be essential contributors to the overall business growth.

Building Technology (Security Technology)

The Building Technology division manufactures innovative products and solutions in the field of security, safety and communications primarily for infrastructure and commercial applications. The product portfolio includes video surveillance, intrusion detection, fire detection and voice evacuation systems as well as access control and management systems. Critical Communication Systems, Professional audio and conference systems for communication of voice, sound and music complete the range. Bosch security division offers wide range of security solutions for every application to minimize risks and maximize security irrespective of the nature of security risk. The business saw a growth of 31% in revenue over the previous year with key wins across verticals. The verticals of Transportation, Government, Energy and Commercial sector continued to contribute to the business growth in addition to support coming in from the Healthcare vertical. Our solutions help make buildings intelligent and future-ready, improving efficiency and augmenting security and convenience. We enable seamless Integration of all Systems on a single platform for enhanced user experience. We tap the potential of IoT and digitalization to increase security, comfort, and efficiency. Our proprietary platforms in these domains are INTEOX - Built-in Intelligent Video Analytics complemented with Camera Trainer, PRAESENSA - Bosch's latest IP based Public Address System and AVIOTEC - Video-based fire detection system.

Bosch Energy & Building Solutions

During this year, there has been positive trend for the Energy Efficiency (EE) solution with industries picking up with pandemic situation easing. Business Unit, Bosch Energy and Building Solutions achieved its business plan for the year 2021. The Net sales from the business grew by a robust 44% over the previous financial year. As this business is mainly into the EE projects business, cost saving solutions, early order acquisition and timely execution are the focus area from the business long term sustainability point of view. To increase the customer base and EE projects order intake, business is focusing on geographical expansion, with special focus on industrial clusters, to scale up the identified EE solutions.

3.3.2 Revenue by geographical area

Contribution of export sales to the total sales increased to 11.08% for the year under review as compared to 10.35% during the previous financial year. The Company's exports, bulk of which is to Germany increased by 22% over previous year mainly in Powertrain Solutions and Automotive Aftermarket divisions.

3.4 Financial Performance Sale of products

Sale of products increased by 23.9% over previous year on a comparable basis and stood at Mio ` 111,047.

Bosch Limited's Mobility Solutions business sector increased product sales by 22.6% in fiscal 2021-22, primarily on account of growth in production of Heavy Commercial Vehicles, Cars and Utility Vehicles and a low base in FY 2020-21.

Sale of services

Sale of services decreased by 14% over previous year. There was a higher recognition of income on R&D contracts completed during the previous year.

Other operating revenue

Other operating revenue stood at Mio ` 2,282, which decreased by 2% over the previous year. This decrease is mainly contributed by reduction in Misc. Income.

Other income

Other income which mainly comprises of mark-to-market gains on mutual fund investments & interest income on fixed deposits has declined by 21% over previous year, mainly due to reduction in interest rates by 250 basis points during FY 2021-22 compared to previous FY, resulting in lesser mark-to-market gains on mutual funds and lesser interest income on fixed deposits.

Cost of materials consumed

The cost of materials consumed as a percentage of total revenue from operations increased to 62% in 2021-22 from 59.4% in 2020-21. The increase is contributed by change in product mix with higher share of traded goods and increase in raw material prices, mainly steel and aluminum, which have seen steep increases over the previous year, which has been partially off-set by cost reduction measures with third party suppliers.

Personnel cost

Personnel cost for the year under review was Mio ` 10,720 as against Mio ` 9,316 of the previous year. Personnel cost of previous year had a one-time reversal of provisions to the tune of Mio ` 2,247. On like-to-like basis, personnel cost has reduced from 11.9% of revenue in FY 2020-21 to 9.1% of revenue in FY 2021-22.

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

Depreciation and amortization

The depreciation charge for the year under review was Mio ` 3,243 as against Mio ` 3,414 during the previous year ended on March 31, 2021. The reduction is due to higher opening asset base in FY 20-21 which led to higher depreciation in PY.

Total tax expense

Tax Expense represents a net charge of Mio ` 2,829 in the year under review, as compared to Mio ` 846 in previous year. The effective tax rate for year under review was 18.9% as compared to 14.9% in previous year. In the previous year tax expense was lesser due to deferred tax asset created on account of provision made for restructuring.

Profit after Tax (PAT)

Profit after tax increased by 152% to Mio ` 12,172 in the period under review from Mio ` 4,825 in previous financial year. The increase is on account of improvement in operating margins to 9.6% of revenue from 8.4% of revenue in previous year. Also, previous year had one time impact of exceptional item of ` 7,439 Mio.

Other Comprehensive Income

The investment in equity securities is classified as financial assets through other comprehensive income as per the requirements of Ind AS 109. The changes in fair value of equity securities is recognized under other comprehensive income. Accordingly, the impact of Mio ` 122 (net of taxes) during the year under review is mainly due to decrease in the fair value of those Investments and post employment benefit obligations pertaining to employee benefits.

Earnings per Share (EPS)

EPS (basic and diluted) of the Company for Financial Year 2021-22 was ` 413 per share as against ` 164 in FY 2020-21.

Share capital

As on March 31, 2022, the Authorized Share Capital comprises of 38,051,460 Equity Shares of ` 10 each. The issued, subscribed and paid-up capital is Mio ` 294.94 divided into 29,493,640 equity shares of ` 10 each.

Reserves & Surplus

Reserves & Surplus as on March 31, 2022, stood at Mio ` 96,456, which includes retained profits of Mio ` 96,030.

Other Reserves

Other Reserves decreased from Mio ` 10,150 to Mio ` 10,128 mainly due to change in the fair value of equity investments valued in line with Ind AS - 109.

Shareholders' funds

The total Shareholders' funds increased to Mio ` 106,879 as on March 31, 2022 from Mio ` 98,221 as on March 31, 2021, contributed by increase in retained earnings for the year.

Fixed assets – capital expenditure

The gross fixed asset value (including Capital Work-In- Progress) as on March 31,2022 was Mio ` 40,948 compared to Mio ` 37,041 as on March 31, 2021. The Company made capital investments of Mio ` 3,023 during the year under review with major spend on the plant and machinery and construction of BOSCH learning Centre.

Investments

The total investments (excluding investment in property) as on March 31, 2022 was Mio ` 54,902 (Current & Non-Current) as against Mio ` 51,353 as on March 31, 2021.

Working capital Inventories

Inventory as on March 31, 2022 increased by 33% to Mio ` 17,293 from Mio ` 12,985 as on March 31, 2021. The increase is mainly on account of increase in sales volume compared to previous year.

Trade receivables

Trade receivables as on March 31, 2022 stood at Mio ` 15,267 as against Mio ` 13,894 as on March 31, 2021. The increase is in line with increased sales.

Cash and Bank balances

The total cash and bank balances as on March 31, 2022 was Mio ` 17,054 (including cash and cash equivalent of Mio ` 1,432), compared to Mio ` 24,506 (including cash and cash equivalent of Mio ` 2,889) as on March 31, 2021. The money liquidated was utilized towards additions to Property, Plant and Equipment and lending additional inter-company loans.

Key Ratios:

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

3.5 Human Resource Development and Industrial Relations 3.5.1 Human Resource Development

Technology, competition and the external environment are disrupting all of BOSCH's businesses—core, adjacencies and edge transformation. In future, volatility will be the norm. Double-digit growth will be hard fought for, and operational efficiencies alone will no longer be the lifeline. Key to powering and scaling business transformation is a workforce that is ready to meet the demands of the new future.

Recognising this business imperative, we saw focus on Talent Strategy in all locations to build, nurture and develop talent i.e. Fit-for-future. This means embracing vastly different culture, capability and experiential paradigms and making the uncomfortable but necessary mindset shift from the traditional to the agile, and from the legacy to the entrepreneurial.

The strive to attract and retain the best talent has been our biggest challenge in 2021 and continues to be our complete focus in this year too. Here, providing an extraordinary Employee Experience can have a significant impact and we have together made progress in this direction across locations. The concerted efforts on this topic showed results in 2022 where Bosch Limited has been recognized among one of the Best in Auto & Auto Components in India by the Great Place To Work Institute.

In this year, we are pursuing our efforts across 6 dimensions:

(a) Talent Strategy – future-focussed, business driven approach to meet differential Talent needs. This program comprising of cross-functional leaders and talent, focusses on delivering organization and talent readiness for the future of businesses, creating delightful talent experiences and building HR capabilities for the future

(b) Learning & Leadership Development - build future-ready competencies & nurture transformational capabilities

(c) Smart Work – Deployment of a hybrid working model and policy that provides flexibility, work-life balance, safeguard the interests, health and safety of all employees while successfully managing business continuity, employee productivity, optimizing workspace and creating opportunities for more diverse and inclusive teams across locations

(d) HR Digitalization – develop a holistic road map to build connected solutions that enable in-sighting and key decisions on people matters

(e) Employee Experience – Recognition as one of the Best in Auto & Auto Components in India and systematic pursuit of further actions necessary in our journey to deliver extraordinary employee experience

(f) Diversity, Equity & Inclusion – Scaling up our efforts on DEI dimensions such as Gender and People with Disability As we enter Q3-2022 with optimism and passion, we are focussing on maximising people potential, people experiences and creating an environment that enables employees to contribute to the long-term success.

3.5.2 Industrial Relations / Employee Relations

Transition from Industrial Relations to Employee Relations continued in all units and plants through continued employee engagement and increased collaboration, leading to cordial Employee Relations atmosphere in all plants. The long-term wage settlement for manufacturing facilities is in vogue with a major focus on cost competitiveness through various interventions like Maximum Job value, performance related pay and flexibility to be Fit for Future. Recently, Jaipur plant has concluded the settlement with tripartite settlement during May 2022. The long-drawn negotiations and conclusion of settlement in a fair and firm manner ensures and strengthen our journey with a focus on "Fit for Future".

Because of slowdown in automotive market until 2020-21, restructuring was initiated , wherein around 1700 blue-collar associates from all major plants viz., Bidadi, Nasik, Naganathapura and Jaipur have availed the early voluntary retirement scheme. This has resulted in improved flexibility in all plants with flexibility ratio at around 45% on an average making the plants more flexible and agile for the future.

We at Bosch have Employee Relations environment with highly engaged and collaborative culture in all manufacturing and business units. Each of our plant creates an Employee Relation Strategy guided by Employee Relation Policy of the company. Employee Relations strategy is mainly based on:

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

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

Partenering with various external institutes, we conducted many programs for union members and opinion makers to facilitate and ensure they are well informed about the business. Bosch has received accolades - 2^nd NHRDN PEOPLE FIRST ACE WARD 2021 in the category of "Employee Relation". The award was presented during NHRDN National conference.

As a part of people obsession, our Blue-collar workers have again participated in initiatives like Great Place to Work to express their views and perception. During the 2022 survey, the Trust index scores have improved by 28% and Overriding statement score went up by 15%. Bosch is certified as ‘Great Place to work' for the second time. To further strengthen the employee relations, many engagement initiatives have continued with a structured calendar. The year also saw increased connect with Government and statutory bodies, stringent compliance monitoring through self-audits and cross-audits etc. The company received appreciation from various stakeholders for its excellent practices and approach in the domain of Employee Relations focusing on engagement, collaboration and trust building.

With the spread of third wave of pandemic, care was taken to protect employees and their family members. Company continued to care by arranging vaccination camps for all employees and their family members to insulate them from getting exposed to the spread of pandemic. All Boschlers across locations showed great maturity and collaboration in handling the situation and have taken utmost care to curtail infections to any of the employees. The Management and Union collaborated to ensure highest safety for its employees, and business continuity and sustainability. Health and safety of our employees, has always been at the top of mind for us.

3.6 Internal Audit and Internal Financial Controls

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

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

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

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

3.7 Opportunities and Threats

While the Economy reeled under the grip of Covid-19 in the past two years and there has been substantial reduction in the number of active cases today, there are still uncertainties around robust economic recovery due various other influencing factors. The Ukraine crisis, Semiconductor shortages and the supply chain disruption continue to weigh on the Economy in general and the Automotive sector in particular. The Indian automotive industry has been witnessing roller coaster ride for nearly two years now and growth challenges still remain. Skyrocketing of Oil prices has predictably caused higher inflation thereby having an impact on the growth in the short-term. On top of it, automobile sales are extremely sensitive to interest rates. The Company welcomes Government's intervention of reducing the excise duty on Petrol and Diesel and commitment to look into customs duty for the products where import dependency is high.

The Union Budget 2022-23 focused on growth and all-inclusive welfare, promoting technology-enabled development, energy transition and climate action.

Large outlays on Production Linked Incentive (PLI) schemes for Champion Sectors is expected to further enable investment and growth. Auto PLI scheme is a unique policy that supports Advanced Automotive Technology (AAT) by incentivizing technology that reduces emission and CO2 footprint and promotes safe and sustainable mobility. It is a great opportunity for the country to bridge the gap which otherwise normally exist with the developed nations. The Company had applied for the Auto PLI scheme and the application has been selected thereby paving way for wider manufacturing footprint for the Company in the future. Upgradation of infrastructure and e-Commerce is expected to play a big role too post Covid-19. Buildings and workplaces need to become smarter. Security and analytics on top of existing products will play an important role. This will bring opportunity for the Company's Beyond Mobility divisions dealing in domains like Building Technology and Consumer Goods (Power Tools).

The Company welcomes the announcement and the budget outlay by GOI on the Mega Multi modal connectivity push, also called the Gati Shakti. The multi-modal connectivity is expected to provide integrated and seamless connectivity for movement of people, goods and services from one mode of transport to another. This infrastructure push from GOI is expected to have a multiplier effect on the economy enabling growth in many adjacent sectors. Alongside the possible reduction in logistics cost, it is expected to help the Company in expanding its footprint in not only the Mobility sector but also Industrial Technology, Consumer Goods, and Energy and Building Technology.

Under the Green Hydrogen push by the GOI, there was a Joint Declaration of Intent (JDI) on Green and Sustainable Development Partnership under which Germany agreed to make an advance commitment of 10 billion euros of new and additional developmental assistance to India until 2030. Bosch, guided by its mission statement "Invented for Life" is committed to sustainability. Bosch is investing in Hydrogen based technologies – both for mobility and stationery applications. Based on the evolution of the Hydrogen market in India, the Company would bring appropriate technologies into the Country.

As expected, two and three-wheelers are the early adopters of electrification. This is gradually moving towards fleet passenger cars, but the Internal Combustion Engine (ICE) is expected to be the dominant technology in the remaining segments. Bosch with its focus on environment, continuous research and improvements in conventional ICE technology and applications has been able to achieve even lower emissions than what is mandated. Other key areas of focus which is emerging is around asset utilization and use of analytics in Mobility. To cater to these new age businesses the Company had created agile project houses on Electrification and Mobility Services. Hydrogen as a focus area has now been added into these project houses. These Project houses will enable the Company to understand the local requirements and use the global expertise to provide localized solutions for the Indian market.

3.8 Risks and Concerns

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

a) Supply chain risk: We rely on third parties for sourcing raw materials, parts and components used in the manufacture of our products. Ability to supply components to manufacturing operations at the required time is key to successful production schedules. Due to various reason, we witnessed shortage in few components which constitute as an essential to manufacture and supply our products to our customers. However, respective business unit teams undertake a comprehensive production schedule and are aligned with the customer demand.

b) Pandemic and Geopolitical risk: COVID 19 related risk continues, and we foresee exposure in case of lockdown in other countries resulting in to either delay in delivery or increase in cost of sourcing. in addition to this, ongoing Ukraine crises has its impact on Raw material price and logistic cost. We continue to closely monitor, and risk assess global developments, and keep customers updated on progress and developing of alternate strategy to mitigate the risk.

c) Industrial Relations (IR): IR-related risks continue. They include possible risks arising from stoppage of production and the uncertain result of settlement negotiations leading to unpredictable cost structure. IR-related issues continue to be dealt with, in a fair and firm manner. Initiatives such as strengthening of the Front-Line Managers are expected to reduce IR risks in the upcoming settlements.

d) Disruptive norms:

• Technological changes: The Indian Automotive sector will witness many new regulations in next few years like CAF?, iRDE, FAME, TREM, apart from government's initiative of exploring alternate fuels (Electrification, Natural Gas, Bio-Fuel blend among others). The changes are spread across market segments. With many fuel technology options available for the end consumer, identification of customer demand and volume will take more effort and time. Bosch being a global leader in automotive technology, the solution is already available with the parent company. Shift to these technologies, will lead to higher imports content in the initial years. Once the company sees an opportunity, based on demand or volumes, it opts for localization. The investments in machinery for production in Bosch Limited will be at a cost, considering the technology transfer fee and higher royalty for new products as compared to old generation.

These will also have low replacement requirements in the Aftermarket in the initial years and will may have an adverse financial impact on the Company.

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

e) Dependency on mobility sector: About 85% of the business is dependent on the auto sector. Performance of the Company, therefore, is dependent on this sector's growth.

3.9 Outlook

India, which is the fourth largest automotive market in the world, is set to see a sequential growth in 2022 on strong underlying demand reflecting the general economic recovery and consumers' preference for personal vehicles over public transportation. On other hand, the sector is facing challenges of increase in fuel price, chip shortages, weak rural demand. Hence, we expect the overall growth to be muted in this financial year.

Deeply impacted by COVID 19, the Indian automotive industry has emerged stronger and shown remarkable resilience. Widespread digitization and technology adoption from source to delivery has played a crucial role in transforming the automotive industry. On the supply side, the Production Linked Incentive Schemes namely Auto PLI for Advanced Automotive Technology (OEM and Auto Components), Advanced Chemistry Cell, Semiconductor mission provides much needed boost to the auto industry. FAME II and Scrappage policy helps in demand generation. These policies collectively promote safe and sustainable mobility.

In this financial year, On PC front, some respite is seen in the production volumes. The Company expects the Passenger vehicle volume to grow in comparison to the previous year, driven by an intermittent improvement in consumer sentiments and continued preference for personal mobility, although supply chain issues could limit the growth.

The CV segment saw a small sequential growth. Macro indicators like construction, mining and real estate are very well in place. Also freight availability has been increasing and infrastructure activities are on an up-move.

3W Demand recovery is expected as offices and educational institutions are re-opening. 2W segment is still struggling to recover from pre-pandemic levels while posting month-on-month growth. The Company expects Tractor retail sales to remain stable in 2022 amid healthy crop realizations. Overall, domestic automobile sales volume is expected to post a healthy growth in 2022-23, after three consecutive years of decline and despite the headwinds of high oil price and supply side constraints.

Bosch has a long-term strategy to shape the market in key technologies with innovative products and solutions. Bosch Limited thus, continues its stance to be a technology agnostic partner to customers, government, and other stakeholders. For all Bosch businesses beyond Mobility Solutions, the Company has a two-pronged approach. On the one hand, Bosch continues to bring in ‘Fit for market' products and solutions while on the other, the Company will increase its ‘Go to Market' footprint using both offline and digital platforms. The Company will continue to invest in the e-Commerce channel to widen the reach to Customers. Overall, with increased private and public investment in infrastructure, the outlook is positive for the beyond Mobility businesses of the Company.

4.1 Bidadi (Karnataka)

The Bidadi plant in Karnataka is the youngest manufacturing plant in India. Located in Bidadi, Ramanagara district, the entire plant facility is spread over an area of 98 acres. Being the youngest manufacturing plant, it has the capacity to cater to the futuristic and strategic needs of powertrain solutions business in India. The A-pump produced at Bidadi is one of the oldest products of Bosch, manufactured in India. Other products manufactured at Bidadi include PF pumps, CBx pumps, CP4, Common rail, glow plug along with latest addition of Lambda Sensors in its product family.

In last two years, Bidadi plant has rapidly transformed itself into a low cost manufacturing destination by restructuring to a flexible labor model. With its current 40% temporary manpower and implementation of advance analytics & i4.0 solutions, the plant is moving forward in order to become fit for future. From detecting defects through AI enabled AVIS system to AI based video analytics solution to train and track quality from temporary manpower, i4.0 is making rapid progress in Bidadi. With a focus on becoming preferred location for diesel & non-diesel products the plant has rolled out its new vision-2025 "Diesel & Beyond". Enabled by this vision, Bidadi plant is making strong and sustainable improvements in operational excellence which is propelled by latest i4.0 solutions, smart manufacturing & strong BPS drives like speed weeks, RFID based Kanban system & flow improvements across various value streams. With the strategy of "Inspired Minds @work", plant is also focusing on creating an inspiring & positive leadership, improving employee experience to have highly engaged employees & building a high performance culture. The result of the strategy is reflected in the increased score in latest GPTW survey, where bidadi plant got the highest score among large plants. In the quest towards sustainability, Bidadi plant has become CO2 neutral since 2020 & has set a target to reduce absolute water withdrawal by 25% by 2025 over the consumption in the year 2017. Various Energy analytics solutions like DEEPsights & AI enabled AHU management systems have helped the plant reduce energy consumption by 15% (678Mwh) for the year 2021. Bidadi Plant bagged the PS 2021 Award for "CO2 and Energy Efficiency".

The plant has been also focusing on behavior-based safety, through FLM empowerment, automation & digitalization of safety measures, sustaining ERT concept and Building safety Competence among employees and contractors. Bidadi plant won the Karnataka State Safety award-2022 & got the Gold prize at 5^th CII-IQ national safety competition for its approach on "Hazard Hunt".

4.2 Nashik (Maharashtra)

Nashik Plant manufactures Common Rail Injectors (CRI) and components including nozzles for both common rail and conventional diesel injectors. During the year under review, the Plant diversified its product lineup from passenger cars to ‘off-high way' applications. In addition, the Plant is also certified IATF: 16949. The plant has a strong focus on System CIP approach to reach the VSD. In continuation with previous year, plant has continued its journey of speed week and extensive use of Shainin as a problem solving and cost reduction tool. To improve agility, based on data culture, speed Shainin concept was also developed and bringing in good results. Scrum as an agile tool is extensively used in the plant successfully, for example in value addition cost elements control. Systematic focus is given for I4.0 drive, with clear PoC success for Opcon and non–Opcon controls. AI and RPA are successfully used in various areas for reducing non value adding work and achieving speed in tasks The Plant continued its endeavor to use renewable source of energy and green initiatives. The Plant has an overall capacity of 13.6 MWp of solar energy generation. The plant is the first Bosch Plant in India and fifth worldwide to receive ISO 50001:2001 certification for Energy Management. Globally in the Bosch Group, Nashik Plant was awarded the best in "Energy Efficiency & Environment Category". Miyawaki based tree plantation has been done in 700 sq. mts. and more is in the planning, around 1700 trees have been planted under /Miyawaki concept. The Plant has been focusing on behavior-based safety, reduction of first aid cases and capturing & working on near miss incidents digitally. Bosch Limited Nashik was awarded by VDMA Manufacturing Excellence Award. The plant was also awarded by CII for Smart factory, low cost automations, maintenance circle competitions and many more. Nashik plant was awarded in the field of health, safety and sustainability by ACMA. Bosch Limited, Nashik was also awarded with Greentech Safety Excellence Award - 2021 under automobile sector. The plant has always been focusing on employee involvement and engagement through various suggestion schemes and recognitions. Nashik Plant takes care of competency development through various trainings in the field of speed and agility, lean manufacturing, connected industries and data analytics. Plant has improved its statistics on trust index conducted by great place to work. With different strategies in many areas, Nashik plant is growing at a steady pace and attracting new products to its portfolio.

4.3 Jaipur (Rajasthan)

The Jaipur Plant manufactures Distributor (VE) Mechanical and Electronic Control Diesel Pumps and Conventional Injectors (NHA) having applications mainly in Light and Heavy Commercial Vehicles, tractors and other off-highway applications. The plant was established in the year 1999 with VE pump as its first product and started the manufacturing of NHA later in the year 2016. Jaipur Plant also celebrated the production of 20^th million NHA in 2021.Jaipur plant is known for its operational excellence and taking a stride forward, it also started its digitalization journey. Key technologies like MES, artificial intelligence and RPA's are being adopted to make the systems and processes more robust and free from manual interventions. One of the important part of the strategy at Jaipur Plant is to have engaged and energize employees. Various initiatives and campaigns are being organized in the plant to keep the morale of its people high. The plant was awarded "Cleverle award" (Internal Bosch worldwide award for employee involvement) for the year 2020 for high level of involvement of its employees in giving ideas and suggestions and driving improvement activities across the plant. Plant has also been identified as the best plant across PS for employee involvement 3^rd time in a row in the year 2021. Safety is of utmost priority for the plant leadership and as a result the plant is an accident free plant for the last 4 years. The Jaipur plant is also recognized in the area of "Safety" by the British safety council and they have awarded "International Safety Award" to Jaipur plant.

The plant will become single plant for VE pump manufacturing worldwide after transfer of VE production from Japan. The activities for this transfer has already started in 2021, the transfer will be done in a phased manner and it will get completed by 2025. As a part of future preparedness, the team is working on 3D printing technology which will be important considering the complexity, varieties and small lot sizes it will be handling. In 2022, the plant is focusing on building competency for 3D printing and plan to make substantial investments for metallic 3D printing in the years to come.

4.4 Naganathapura (Karnataka)

The Naganathapura Plant produces Spark Plugs, a product produced by the Bosch group for over a century. The Plant celebrated the "120 Years of existence of the Bosch Spark Plug", on 7^th January 2022. The Plant became a zero liquid discharge plant with installation of an evaporator along with a boiler and thereby exceeds the requirements specified the Karnataka State Pollution Control Board and has become a benchmark for the same. It is a Carbon Neutral plant since July 2020. Productivity improvement projects were implemented in addition to safety and quality improvement programs. The plant produced its highest ever volumes in 2021 and is on a transformation journey of best performance. Digital Transformation is a strategic focus area and the Plant is moving towards improving its digital footprint for Industry 4.0. The Plant is improving its operational excellence through structured implementation of Bosch Production System (BPS) together with focus on low cost automation. Naganathapura plant was rated highest across all Bosch Plants, Locations in India in the Trust Index survey which is one of the key indicators of "Great Place to Work" initiative.

4.5 Gangaikondan (Tamil Nadu)

Gangaikondan Plant in Tamil Nadu is a proven strategic cost competitive location in Asia and has made its presence felt with the competitive labor cost and quality levels, that meet IPN standards. The Plant continues to have product portfolio which comprises of Gasoline power train sensors, Fuel Supply modules, Air management products & Fuel Charge assemblies. Business Units like Sensor Division (SU), Components & Connectors (CC) and Gasoline Injection (GI), Diesel Injection (DI) are further trying to enhance in-house manufacturing by relocating of lines from other overseas locations to support the "Local for Local" strategy. To accommodate new products space was not available and GanP embarked on a space generation effort in 2021 to create additional space by layout optimization which improved the production space utilization from 49% to 64% within a shorter time span of 16 weeks. Ignition coil (ZSK) was newly added in GanP product portfolio which was a customer driven project. Time to market was less than 7 months and the project was executed in an agile way and the SOP started in advance which was highly appreciated by customer. Parallel projects were identified to reduce the MAT cost to be cost competitive which resulted in Insourcing of LCK (Lid construction Kit) a critical child part of RKLE. Plant received "Excellent" rating from Customers Honda, RNAIPL, AL and BAL for sustained delivery and Quality performance. Our Team won 2^nd place in the productivity improvement competition conducted by National Productivity Council. Associate involvement is one of the focus areas for continuous Improvement and GanP won 3^rd place within PS Worldwide in employee suggestion category for the year 2021.

4.6 Chennai (Tamil Nadu)

The Power Tools facility admeasuring approximately 8,500 sq. meters is located at Indospace Industrial Park, Oragadam, Tamil Nadu. At present, the facility caters mainly to the Indian and SAARC markets. It primarily manufactures Small Angle grinders, Large Angle grinders, and Marble cutters, Blowers, Drills and two-kg Hammers, along with their motors. The Plant produces Blowers for the entire global market. The main highlight of the Plant is that 100% of associates on the Assembly lines at the shop floor are women. The Plant is certified for ISO14001:2015 and ISO45001:2018. More than 65% of consumption in 2020 was green energy. The Plant was accredited with Power Tools Plant excellence award for three consecutive year since 2016 and awarded 2^nd Best Plant during 2019 within Power Tools international network. Power Tools Plants is one among the top 3 Plants across Bosch Plants to have been recognized for Best Safety Practices [Global EHS award] besides CII Awards for safety and best practices during the pandemic. The Plant achieved a record production volume of > 1.8 mio. Pcs in the year 2021 owing to the good market recovery and demand. The plant is also scheduled to be relocated to the new location where ED Plant is existing. The space generation due to ED restructuring has created space for Power Tools. The entire relocation process is scheduled to be completed by 3Q.2022.

4.7 Smart Campus

2022 marks the completion of Bosch's 100-year journey in India. From nurturing the development of the nation's automotive and manufacturing industries to the green revolution, Bosch India has consistently contributed to the country's progress. Building on this significant milestone, Bosch inaugurates its fully artificial intelligence of things (AIoT)-enabled Smart Campus in Adugodi, Bengaluru. With an investment of `800 crores made over the last five years, this 76-acre campus in the heart of Bengaluru is Bosch's largest tech center outside of Europe and will host the second-highest number of Bosch employees, worldwide. From driving insightful strategies to agile methods of working and digital initiatives, Bosch India is well on its way to becoming a data-driven improvement organization and will continue to seize the narrative for the new ways of work. Bosch has conceptualized its smart campus on the three pillars of the Spark.NXT agenda: spark, sustainability, and future. As a leading supplier of technology and services, and an AIoT company, Bosch India has leveraged its world-class AI, IoT, automation, and digitalization capabilities to develop this campus to pursue its vision for a digital, sustainable, efficient, and self-reliant India. The smart campus underpins Bosch's ability to develop user-centric key solutions and accelerate its carbon neutrality journey aligned with India's sustainability targets.

Furthering its century-long journey in support of Atmanirbhar Bharat, Bosch has accelerated its digital strategy to make Indian cities smarter, greener, secure, and connected through rapid urbanization and next-generation infrastructure with an increased focus on localization of our digital portfolio.

5. INFORMATION TECHNOLOGY (IT)

Digital Transformation journey is built on the strong backbone of IT organization capable of supporting business needs with respect to infrastructure, secure and reliable solutions to achieve excellence in operations. Migrating to standardized cloud solution (M365) has enhanced the collaborative working environment and effective mail management. It is evident in the way teams collaborate virtually today across the organisation.

We enabled all the entities with necessary solutions for safe working during covid times and also unique requirements e.g. COVID vaccination booking. We continue to enhance our mobile app "Associate Connect" with new features to provide necessary employee relevant information at fingertip.

In line with the business Value Chain Strategy, actions have been initiated to harmonize Bosch shop floor IT across plants and integrate the Manufacturing and Supply chain activities with Bosch Manufacturing and Logistics Platform (BMLP). BMLP will become the backbone of digitalization in our Plants and enable further digital transformation topics like Analytics, AI and IT-Security.

Digital Core of the organization is future ready with successful Go-Live of the largest project within Bosch mobility sector, "Project OneM@India" (Migration to ERP for Mobility Division). This has led to complexity reduction through standardizing the processes and ERP solutions across Bosch mobility divisions. This enables the organization towards future initiatives to prepare organization for data driven decision with single source of truth, enable digital business while keeping the running cost of IT optimized.

To keep abreast of the ever-increasing IT security requirements a program has been initiated to strengthen the capability to safeguard Bosch IT infrastructure from future cyber security threat situations. A flexible and secure network segmentation for business applications with different protection needs is being implemented.

Digital Transformation strategy framework was reviewed and re-wired to emphasize on Automation, Data Driven decisions, People-Capabilities, New and emerging business. We have set up center of excellence for intelligent automation to accelerate automation adoption across the organisation. Other topics under focus for building horizontal capabilities are analytics and cloud applications. With this Spark.DIGITAL we continue our journey as a Digital enterprise, holistically focusing on Product, Process, People and foundation as key pillars.

We have built integrated business solutions which brings visibility and builds transparency into the entire supply chain operations in the area of transportation management and warehouse management. Solution deployed successfully uses intelligent automation, advance analytics and blockchain enabled applications to drive business value.

Enhancing Digital Fluency in Bosch way!

Building Digital fluency in everything we do is a continued journey, of which last year was spent on building Digital Fluency of our people for accelerating our future. Program was designed and executed as an inclusive program aimed at developing knowledge of digital relating to their respective function for all associates of Bosch, India covering everybody from bottom of pyramid to top of the pyramid in organization structure. Thereof we have built advanced level competencies within chosen 130+ Digital Pioneers focused on application of digital in their own functional area.

Change management and communication with all the stakeholders were built-in as an integral part of the program. There is no Digital Transformation without the culture and mindset transformation!

80000+ hours direct learning as part of the program sparking continuous community learning has led towards

Digital Skill Quotient change from beginner level to intermediate/advance level towards the end of the program. We strongly believe in talent over Technology and emphasize on continuous learning.

130+ Digital Pioneers undertook further rigorous training focused on automation, analytics and agile project management to prepare themselves for the application of their learning towards Digital Transformation. These pioneers explored in small cohort's various possibilities of Digitalization in their respective functions and identified through Action Learning projects and now they are getting integrated into Digital Transformation journey of the organization.

Overall impact of the program can be seen in multi dimension as below:

6.1 Manufacturing Strategy

In June 2020, a comprehensive manufacturing strategy was launched across Bosch with a purpose of making Bosch India manufacturing globally competitive. We defined our vision statement as ‘We Make India a Global Manufacturing Hub' which also complimented Indian National Government's Aatmanirbhar Bharat initiatives. Starting 2022, we extended scope of our strategy to cover entire value chain. We have merged manufacturing strategy and supply chain strategy which was otherwise running parallel to have one holistic comprehensive value chain strategy with a vision to make India a preferred global value chain partner.

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

6.2 i4.0 in RBIN

Connected Industry (i4.0) is speed boaster for production performance and it is one of the key strategic pillar for Now, Next and Beyond. Under Vale Chain Strategy – Connected Value Chain is one of the strategic action field to strengthen E2E connectivity(KPI : % connectivity and Digital assessment index) , Analytics platform to build use case for business benefits and Standard solutions for improving maturity across manufacturing plants for benchmarking performance.

6.3 Bosch Production System (BPS)

BPS in Value Chain is one of the strategic action field in our Value Chain Strategy. Through this, focus is to promote Intrapreneurship, Race to Result and Flexible Manufacturing systems.

Value stream Business requirements are collated as per BPS improvable system framework. The whole year Business performance targets are sliced into 4 quarters and projects thereby are identified. These SCIP projects are then implemented within 2 months. To ensure sustenance of measures, Point CIP is conducted. Source and Deliver teams are also involved to implementing SCIP projects. To enable faster realization of projects, Digitalization enablers like My Measures, MES are installed to give more transparency and faster decision making. This helps to achieve Business performance target in an efficient manner. In order to increase speed and agility, SCIP projects are also conducted as Speed weeks. The results are fast tracked as the project realization is within 5 days. This is possible by CFT team and guided by a Coach. There are now more than 40 + Speed week Coaches who are groomed to handle complex projects. Focus is given to improve Machine utilization (OEE), Reduce Change over time, improve productivity, reduce Lead time for manufacturing and thereby meet the expectations of the Customer and business case.

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

To improve productivity and Flexbility in Assembly lines, Standardised work concepts and Line Balancing techniques are being imparted by an experienced team thru Gemba based learning model. This hands-on learning model helps to understand the concepts in a better way and improvement potentials are identified quickly and thereby actions are completed swiftly.

6.4 Carbon Neutrality

Bosch sees itself as a pioneer in climate action and has anchored this aspiration in its sustainability vision. The corresponding strategy includes four levers: improving energy efficiency, generating more energy from renewable sources, expanding the purchase of green electricity and – as a last resort – offsetting unavoidable CO2 emissions with Carbon credits.

Bosch limited has adopted a systematic 4E (Energy Audit, Energy re-tuning, Energy Lifecycle and Energy Culture) approach. Across India, 8 locations will benefit from improved energy efficiency projects. The target is to realize 2% reduction year on year.

Under the banner of new clean power, Bosch aims to drive renewable energy generation – both through in-house generation at its company locations and through long-term supply contracts that will ultimately enable the external construction of new photovoltaic plants and wind farms. The installation of more than 23 MW in-house solar power plants at Indian sites has resulted in 31 GWh of renewable power, which fulfils 21% of the total energy requirement of Indian sites. Further increasing the overall green energy content by 22% through group captive business model will add capacity to the ecosystem by building renew-able energy sources thereby reducing carbon footprint.

At the same time, we are broadening the focus of our activities to also reduce emissions produced outside Bosch's direct sphere of influence, for example at suppliers, in logistics, or when our products are used – known as scope 3 emissions. We want to reduce these upstream and downstream emissions by 15% in absolute terms by 2030.

6.5 Safety

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

At Bosch, we are driving Value Chain Strategy (VCS) where one of the key strategic action field is the topic of "Zero Accident". This strategy has 3 pillars: 1. Mindset 2. Responsibility & 3. Engagement.

Under mindset, the objective is to reinforce safety culture across different levels. The initiative of learn to see, trains the employee to observe unsafe acts and unsafe conditions which would enable reporting of near miss cases.

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

Near miss capturing will continue to be the focus across all locations. During the year 2021, more than 9,000 near misses were captured. This has resulted in deploying about 5,800 improvement measures across locations to realize next level of maturity in terms of work safety.

6.6 Quality Management

‘Zero Defect' as base for success, continues to be the prime focus in the transformation journey under Value chain strategy. Scope is now extended to our supplier partners as well and logistics quality in addition to Manufacturing, there by covering entire value chain.

Strategic action field focusses mainly on Customer First initiatives, Robust Value Chain and Problem preventing company. Enthusiastic team from across Bosch India is coming together to focus and improve on 9 sub strategic action fields with a clear KPIs to track the progress and adapt.

Proactive connect with customers by leadership team thro' levelled calendar is going on well with customers leading to improved customer perception.

With plants adapting to flexible labour model, there is a high focus on training and handholding for the new associates to ensure that relevant processes are followed and adhered. Quality mindset drive focusing on 14Q basics, FMEA line walks, PokaYoke campaigns etc., have been planned and followed to finish.

As future focus, data analytics is being driven across Bosch India to focus on competency enhancement and also use of abundant data that is available to prevent defects.

There has been a 17% reduction in ‘0' km customer incidences in 2021 over previous year (OPY). Logistics incidences were reduced to the tune of 52% (OPY). Internal defect cost was reduced by 10% (OPY).

7. AWARDS AND RECOGNITION

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

Business Award

(a) EV State Summit Business Award at the EV State Summit (Mobility Cloud Platform Team).

Manufacturing & Quality Awards

(a) Quality Circle competition at TATA Motors (Nashik Plant)

(b) Golden peacock award for quality circle forum of India (Gangaikondan Plant)

(c) VDMA Manufacturing Excellence Award - Work Condition and Work Safety

(d) Dorian Shainin Global award ( 2 nos) for Problem solving.

Productivity Awards

(a) RE National Low-Cost Automation (LCA) Circle Competition CII Award (Nashik Plant)

(b) PY competition in northern region organized by ACMA (Jaipur Plant)

(c) CII National Lean Competition, 2021 Using Lean for productivity enhancement (Jaipur Plant)

Customer Awards

(a) Best Supplier in Engine Proprietary Farm Division by Mahindra & Mahindra Ltd.

(b) Excellence Award for BS6 Development by Mahindra & Mahindra Ltd.

(c) Regional Supplier Samrat (Nashik Plant) by Ashok Leyland.

(d) Supplier Quality Improvement Contest (Nashik Plant) by Kirloskar Oil Engines Limited.

(e) Advance Problem-Solving Project 2021-2022 (Nashik Plant) by Ashok Leyland.

Sustainability & EHS Award

(a) (Automotive Component Manufacturers Association of India (ACMA) Atmanirbhar Excellence Awards 2021 – Winner" under HSS (Occupational Health, Safety & Sustainability)

(b) Greentech Safety India Award 2021

(c) Manufacturing Today Conference & Awards 2021 – for excellence in work safety in 2021

8.1 Directors Retiring by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Sandeep N (DIN: 08264554) retires by rotation at the forthcoming Annual General Meeting, and being eligible, offers himself for re-election at the said Meeting.

Brief profile of Mr. Sandeep N. forms part of the Notice convening the 70^th Annual General Meeting of the Company.

8.2 Changes in the Board and Key Managerial Personnel 8.2.1 Board of Directors

Dr. Bernhard Straub (DIN: 06654241) resigned as a Chairman and Director of the Company with the close of business hours on May 20,2021 due to change in area of his responsibility at global level. The Board appointed Mr. Markus Bamberger as the Chairman of the Board with effect from June 11, 2021. Mr. Bernhard Steinruecke (DIN: 01122939) resigned as an Independent Director with the close of business hours on May 20, 2021 due to his preoccupation. Mr. Steinruecke has confirmed that there are no other material reasons other than those stated by him in his resignation letter.

Based on the recommendations made by the Board of Directors in its meeting held on May 20, 2021, the shareholders in its 69^th Annual General Meeting approved the following: (a) Appointment of Mr. Markus Bamberger (DIN: 09200475) as a non-executive director of the Board with effect from June 11, 2021;

(b) Appointment of Dr. Pawan Kumar Goenka (DIN: 00254502) as an Independent Director for a period of 5 years with effect from May 21, 2021 till May 20, 2026; and

(c) Re-appointment of Mr. S.V Ranganath (DIN: 00323799) as an Independent Director of the Company for a further period of three years with effect from July 01, 2021 to June 30, 2024.

The Board further appointed Mr. Bhaskar Bhat

(DIN:00148778) as Lead Independent Director from May 21, 2021 to March 31, 2024. The appointment is made in furtherance of Company's commitment to good corporate governance practices.

Mr. S.C. Srinivasan (DIN: 02327433), conveyed his decision to opt for early retirement with effect from April 01, 2022 and resigned from his position as Joint Managing Director and Chief Financial Officer of Bosch Limited with effect from January 01, 2022.

The Board of Directors at its meeting held on January 17, 2022 appointed Ms. Karin Gilges as the Chief Financial Officer of the Company with effect from May 01, 2022.

The shareholders approved the re-appointment of Mr. Soumitra Bhattacharya (DIN:02783243) as the Managing Director of the Company for a further period of 1 (One) year from July 01, 2022, to June 30, 2023 and appointment of Mr. Guruprasad Mudlapur, Chief Technology Officer (DIN:07598798) as Joint Managing Director for a period of 3 (Three) years with effect from February 09, 2022 to February 08, 2025 through resolutions passed by Postal Ballot on April 07, 2022.

Effective January 01, 2022, Dr. Stefan Hartung was appointed as Chairman of the Board of management of Robert Bosch GmbH. Due to increase in his commitments owing to change in his responsibilities at global Bosch Board of Management, Dr. Stefan Hartung has tendered resignation from his position as a Non-executive Director on the Board of Directors of the Company effective from July 01, 2022.

Based on the recommendation of the Nomination & Remuneration Committee and subject to the approval of shareholders, wherever applicable, the Board of Directors has at its meeting held on May 19, 2022 approved the following changes to the Board of Directors:

(a) Appointed Ms. Padmini Khare (DIN: 00296388) as an Independent Director for a period of 5 years with effect from May 19, 2022 to May 18, 2027;

(b) Re-appointed Ms. Hema Ravichandar (DIN: 00032929) as an Independent Director of the Company for a second term of five years with effect from September 02, 2022 to September 01, 2027;

(c) Appointed Ms. Filiz Albrecht (DIN: 0009607767), as Non-Executive Director with effect from July 01, 2022.

(d) Appointed Ms. Karin Gilges(DIN: 0009615158) as an Alternate Director to Ms. Filiz Albrecht with effect from July 01, 2022.

(e) Appointed Mr. Karsten Mueller (DIN:08998443) as Whole Time Director of the Company, for a period of 3 years with effect from July 01, 2022 to June 30, 2025.

Brief profiles of Ms. Hema Ravichandar, Ms. Padmini Khare, Ms. Filiz Albrecht and Mr. Karsten Mueller form part of the Notice convening the 70^th Annual General Meeting of the Company.

8.2.2 Key Managerial Personnel Managing Directors

Mr. Soumitra Bhattacharya has been re-appointed as the Managing Director from July 01, 2022, to June 30, 2023 and Mr. Guruprasad Mudlapur, Chief Technology Officer has been appointed as Joint Managing Director for a period of 3 (Three) years with effect from February 09, 2022 to February 08, 2025.

Whole-time Directors

Mr. Sandeep N. was appointed as an executive director for a period of three years from February 12, 2021 till February 11, 2024. Mr. Karsten Mueller has been appointed as an Alternate Director to Dr. Stefan Hartung and as a deemed Whole-time Director for a period of three years with effect from February 12, 2021 to February 11, 2024.

The Board has in its meeting held on May 19, 2022 appointed Mr. Karsten Mueller as Whole Time Director of the Company, for a period of 3 years with effect from July 01, 2022 to June 30, 2025.

Chief Financial Officer

Mr. S.C. Srinivasan resigned from his position of Chief Financial Officer with effect from January 01, 2022. The Board of Directors in its meeting held on January 17, 2022 appointed Ms. Karin Gilges as the Chief Financial Officer from May 01, 2022.

Company Secretary

Mr. Rajesh Parte resigned from his position as the Company Secretary and Compliance Officer with effect from September 24, 2021. Ms. Divya Ajith was appointed as the Compliance Officer from September 24, 2021 and subsequently, appointed as the Company Secretary from February 09, 2022 as an interim measure to fill the vacancy in the 2 (two )positions. The Board has in its meeting held on May 19, 2022 appointed Mr. V. Srinivasan as the Company Secretary from May 20, 2022.

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

(Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Mr. Soumitra Bhattacharya - Managing Director

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

(c) Mr. Sandeep Nelamangala - Executive Director

(d) Mr. Karsten Mueller- Alternate Director to Dr. Stefan Hartung (deemed Whole-time Director)

(e) Ms. Karin Gilges- Chief Financial Officer

(f) Ms. Divya Ajith - Company Secretary & Compliance Officer

8.3 Independent Directors and Lead Independent Director

All the independent directors of the Company meet the criteria of independence as provided under sub-section (6) of Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI(LODR) Regulations, 2015. Declarations to this effect have been received from them. The Independent Directors of the Company have registered themselves with the databank maintained by the Indian Institute of Corporate Affairs ("IICA") and are either exempt from the requirement to undertake online proficiency self-assessment test or passed the same. The Board is of the opinion that all the Independent Directors are persons of integrity and possess relevant expertise and experience (including proficiency). The Board of Directors at its meeting held on May 19, 2022, based on the recommendation of Independent Directors, appointed Mr. Bhaskar Bhat as the Lead Independent Director.

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

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

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

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

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

8.3.1 Familiarization Programme for Independent Directors

The Company familiarizes its Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, etc., through various programmes. These sessions are delivered upon induction of a new Director, as well on an ongoing basis Regular presentations are made at the Board Meetings by the Executive Directors and other Senior Management persons which gives an opportunity to the Directors to interact with the Management and get an overview of the operations and familiarize with matters related to the Company's values and commitments. The Directors are provided with all information on regular basis to enable them to have a better understanding of the Company, its operations and the industry in which it operates. The Directors are also made aware about their roles and responsibilities on regular basis.

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

8.4 Performance Evaluation of Directors

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

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

9. BOARD MEETINGS

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

10. CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE AND INITIATIVES

As on the date of this report, the CSR Committee comprises of Mr. Bhaskar Bhat (Independent Director) as its Chairman, Ms. Hema Ravichandar (Independent Director), Mr. S.V. Ranganath (Independent Director), Dr. Gopichand Katragadda (Independent Director), Mr. Soumitra Bhattacharya (Managing Director), and Dr. Pawan Kumar Goenka (Independent Director) as its members.

The CSR Committee oversees the Company's CSR initiatives.

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

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

BRIDGE (Bosch's Response to India's Development & Growth through Employability Enhancement)

Under this unique vocational training initiative, less-educated youth are reached out to and are imparted industry-relevant, short-term skills development training leading to their entry-level employment in the service industry. This program helps lesser-privileged, unemployed youth get suitable employment soon after the program completion. It is a three-month program with two months of classroom training and one month of On-the-Job Training (OJT). Bosch has also taken the initiative to train & create a pool of caregivers under its paramedics training program. In totality 6,600 youth got benefited across India during the year despite of pandemic.

Skill Entrepreneurship

The Skill Entrepreneurship program was conceptualized by Bosch in the year 2021. As defined by Bosch, "Skill Entrepreneurship is a form of entrepreneurship which offers an opportunity to young professionals for developing their own training start-up, both in the interest of giving back to society as well as to create a revenue generation business model." As an outcome 100 skill entrepreneurs have started their skilling centers pan India & each Skill Entrepreneur can train 100 youth every year, additionally through this initiative a capacity to train 10,000 candidates has been created and more youth will benefit from this program. Bosch field team had extensively worked on ground to identify the right set of audience/candidates like freelance trainers, skill trainers etc. for Skilling Entrepreneurship program.

Rural Micro-Entrepreneurship

The objective of this program is to identify rural youth & women, to impart relevant skills which would make them employable & enterprising. Through this initiative Bosch is creating rural micro entrepreneurs in the areas of Automotive, Ayurveda and Beautician trainings. So far 400 youth have benefitted from the program pan India.

NGO Capacity Building

Bosch has conceptualized a program called the "NGO Capacity Building Program" to enhance knowledge, awareness, and basic skills of participants regarding NGO/ NPO governance, management, and its sustainability. This program aims to strengthen the organization to increase its effectiveness and social impact and achieve its goal and sustainability vision over time. 200 NGO's have benefitted from this program.

Cataract Surgery Program

The cataract surgery by Bosch has been designed to support the rural elderly who face the issue of cataract. In, 2021-22, more than 2,315 deserving and needy beneficiaries have benefitted from this program. Bosch partnered with LAICO (Lions Aravind Institute of Community Ophthalmology), the training and consulting arm of Aravind Eye Care Systems, which is one of the best institute in the country & has received global accreditation for its work and services. The surgeries are done at highly subsidized costs which includes both pre-operative and post operative medication.

Combating COVID and Other continuing projects:

Combating COVID-19 was the major focus of the Company during the year 2021-22. The support enabled many hospitals to get COVID essentials like Oxygen concentrator & units, medical equipment's, ventilators repair, provision of ICU beds, arrangement of covid essentials like PPE Kits, masks, Sanitizers in Bosch Plants at Jaipur, Nashik, Bidadi, Chennai & Gangaikondan.

Annual Report on Corporate Social Responsibility Activities of the Company is enclosed as Annexure ‘A' to this Report.

11. AUDIT COMMITTEE

As on the date of this report, the Audit Committee comprises of Mr. S.V. Ranganath (Independent Director) as its Chairman, Mr. Pawan Goenka (Independent Director), Mr. Bhaskar Bhat (Independent Director), Ms. Hema Ravichandar (Independent Director), Mr. Markus Bamberger (Non-Executive Director & Chairman) and Dr. Gopichand Katragadda (Independent Director) as its members.

The Members of the Committee possess accounting and/ or financial management knowledge and expertise. The Company Secretary of the Company is the Secretary of the Committee.

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

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

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

MICO Trading Private Limited (MTPL)

Highlights of performance of Company's subsidiary i.e., MICO Trading Private Limited (MTPL) and its contribution to the overall performance of the company during the period under report:

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

Robert Bosch India Manufacturing & Technology Private Limited (RBIM)

Robert Bosch India Manufacturing & Technology Private limited, was incorporated on May 31, 2020. RBIM is a manufacturer of automotive products and all kinds of motors automotive machinery and electrical machinery.

Highlights of performance of RBIM and its contribution to the overall performance of the company during the period under report:

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

Newtech Filter India Private Limited (NTFI)

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

NTFI is the manufacturer of automotive filters, selling their products to the Company, which further sells the same to end customers. NTFI has successfully ramped up fuel filters for BS6 applications.

The financial performance of NTFI and its contribution to the overall performance of the company is as under:

Autozilla Solutions Private Limited (Autozilla)

During the financial year, the Company has acquired a minority stake of 26% in Autozilla Solutions Private Ltd., a Hyderabad based start-up, offering B2B e-commerce solutions for manufacturers, sellers and buyers of automobile spare parts, as part of an initiative to establish effective digital ecosystem around vehicle workshops. The financial performance of Autozilla and its contribution to the overall performance of the company is as under:

PreBo Automotive India Private Limited

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

The financial performance of PreBo and its contribution to the overall performance of the company is as under:

A separate statement containing the salient features of the financial statement of the aforementioned Subsidiaries, Associate and Joint Venture is enclosed as Annexure ‘B' to this Report.

13. REMUNERATION POLICY

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

14. PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration of employees and other details, as required under Section 197(12) of the Act and rules framed thereunder is enclosed as Annexure ‘C' to this Report.

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

15. RISK MANAGEMENT

The Company follows a specific, well-defined risk management policy which is integrated with its operations. The Policy has been developed after taking cognizance of the relevant statutory guidelines, Bosch Guidelines on risk management, empirical evidences, stakeholders' feedback, forecast and expert judgment Company has Risk Management Committee (RMC) consisting of Board Members to examine, and review the risk inventory as well certify the risk mitigation plan. The RMC functions as per Regulation 21 of the SEBI Listing Regulations. Further to RMC, the other subordinate risk management teams comprising of Senior Executives of the Company addressing functional, operational and strategic risk management in their corresponding area of responsibility covering overall risks in the area of commercial, technical, information technology and statutory compliance.

The Committee inter-alia, provides for the following:

a) In-built pro-active processes within the Risk Management Manual for reporting, evaluating and resolving risks;

b) Identifying and assessing risks associated with various business decisions before they materialize. Take informed decisions at all levels of the organization in line with the Company's risk appetite;

c) Ensuring protection of shareholders' stake by establishing an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks;

d) Strengthening Risk Management through constant learning and improvement;

e) Adoption and implementation of risk mitigation measures at every level in order to achieve long- term goals effectively and sustainably;

f) Regularly review Risk Tolerance levels of the Company as they may vary with change in the Company's strategy; and

g) Ensuring sustainable business growth with stability.

Further to this, the Company has constituted a Corporate Risk Council to support RMC with assessing the risk situation. This includes periodical review, exchange of relevant information as well as the submission of statements and evaluation on risk related subjects.

16. WHISTLE BLOWER POLICY/VIGIL MECHANISM

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

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

17. RELATED PARTY TRANSACTIONS

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

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

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

The Company has framed a Policy for determining materiality of Related Party Transactions and dealing with Related Party Transactions. During the year under review, the Policy has been revised in line with regulatory amendments in SEBI Listing Regulations. The said Policy is hosted on the website of the Company and can be accessed at the following link: https://www.bosch.in/media/ our_company/shareholder_information/2022/related_party_ transaction_policy_09022022.pdf.

18. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

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

19.1 Statutory Auditor

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

The Auditors' Report on the Standalone as well as Consolidated Financial Statements for the Financial Year 2021-22 is unmodified i.e. it does not contain any qualification, reservation or adverse remark.

The Board of Directors has, based on the recommendation of the Audit Committee and subject to approval of the shareholders, appointed Messrs. S. R. Batliboi & Associates LLP (member firm of Ernst & Young) (Firm Regn. no. 101049W/E300004) as Statutory Auditors of the Company for a term of five (5) years to hold office from the conclusion of the 70^th AGM till the conclusion of the 75^th AGM.

S.R. Batliboi & Associates LLP have given their consent to act as the Auditors of the Company and have confirmed that their appointment, if made, will be within the limit specified under sections 139 and 141 of the Act. They have also confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions of the Section 141 of the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014.

Accordingly, resolution for the appointment of Messrs. S R Batliboi & Associates LLP will form part of the notice convening the 70^th AGM.

19.2 Cost Audit & Cost Auditors

The Board of Directors, on recommendation of the Audit Committee, appointed M/s. Rao, Murthy & Associates, Cost Accountants, Bengaluru (Registration No.000065) as Cost Auditors to audit the cost accounts of the Company for the Financial Year 2022-23 in terms of the provisions of Section 148 of the Companies Act, 2013.

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

In terms of the requirements of the said section, the members are required to ratify remuneration payable to the Cost Auditors. Accordingly, resolution ratifying the remuneration payable to M/s. Rao, Murthy & Associates will form part of the Notice convening the 70^th Annual General Meeting.

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

19.3 Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed Mr. Pramod S.M, Partner BMP and Co. LLP, Company Secretaries, for the Financial Year 2021-22. The Report of the Secretarial Auditor is enclosed as Annexure ‘F' to this Report. The Secretarial Auditors' Report does not contain any qualification, reservation or adverse remark or disclaimer.

19.4 Reporting of Fraud

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

20. DIRECTORS' RESPONSIBILITY STATEMENT

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

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

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

iii. proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

21. DETAILS OF LOANS, ADVANCES, GUARANTEES OR INVESTMENTS

Particulars of loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient of the loan or guarantee or security are provided in Note Nos. 6 and 7 to the Financial Statements. Further, particulars of loans and advances in the nature of loans to subsidiaries, associates and firms/companies in which directors are interested is given below:

(Mio INR)

22. DEPOSITS

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

23. MATERIAL CHANGES AND COMMITMENTS

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

24. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2022 is available on the Company's website at https://www.bosch.in/media/our_ company/shareholder_information/2022/mgt7_31032022. pdf

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

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The information as regards the number of cases filed and their disposal under this Act is given in the Business Responsibility Report.

26. BUSINESS RESPONSIBILITY REPORT

In terms of the requirements of Regulation 34 (2) (f) of the Listing Regulations, a report on Business Responsibility in the prescribed format forms a part of this Annual Report as Annexure – ‘G' to this Report .

27. CORPORATE GOVERNANCE

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

28. INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the financial year.

29. SECRETARIAL STANDARDS

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

30. GENERAL

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

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

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

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

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

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

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

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

32. ACKNOWLEDGEMENTS

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

33. CAUTIONARY STATEMENT

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

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