About Bosch Ltd

Bosch Limited is the flagship company of Robert Bosch Company in India. Headquartered out of Bengaluru, the Company has its key manufacturing facilities in Nashik, Naganathapura, Jaipur, Gangaikondan, Chennai and Bidadi. These Plants are TS 16949 and ISO 14001 certified. The Company has nearly 18 manufacturing units in India with presence across automotive technology, industrial technology, consumer goods and energy and building technology. It manufactures and trades in products such as diesel and gasoline fuel injection systems, automotive aftermarket products, industrial equipments, electrical power tools, security systems and industrial and consumer energy products and solutions. The Bosch Group operates in India through twelve companies: Bosch Limited - the flagship company of the Bosch Group in India - Bosch Chassis Systems India Private Limited, Bosch Rexroth (India) Private Limited, Bosch Global Software Technologies Private Limited, Bosch Automotive Electronics India Private Limited, Bosch Electrical Drives India Private Limited, BSH Home Appliances Private Limited, ETAS Automotive India Private Limited, Robert Bosch Automotive Steering Private Limited, Automobility Services and Solutions Private Limited, Newtech Filter India Private Limited and Mivin Engg. Technologies Private Limited. The Company is in the business of manufacture of components for the automotive industry, the Company is also a leading supplier of technology and services in the areas of Mobility Solutions, Industrial Technology, Consumer Goods and Energy and Building Technology. Additionally, Bosch's largest development centre, outside Germany, is located in India, and provides for end-to-end engineering and technology solutions. Robert Bosch GmbH and Robert Bosch Engineering And Business Solutions hold a combined 70.49% stake in the company. Automotive Technology divisions include diesel and gasoline fuel injection systems, car multimedia systems, auto electricals and accessories, starters and generators, and energy and body systems. Industrial Technology divisions include packaging machines and special purpose machines. Consumer Goods and Building Technology divisions include power tools and security systems. Bosch Ltd was incorporated in the year 1951 with the name Motor Industries Company Ltd. Initially, the group stepped into India with establishment of Calcutta office. In the year 1953, the company initiated their manufacturing at Bangalore Plant. In the year 1954, they stared manufacture of spark plugs, single-cylinder diesel fuel injection pumps & nozzle-holders. In the year 1956, they started manufacture of multi-cylinder diesel fuel injection pumps. In the year 1972, the company expanded their manufacturing by setting up their second plant at Nashik for nozzle and nozzle holders. In the year 1981, they started manufacture of special purpose machine and tools. The Company was set up in Stuttgart in 1886 by Robert Bosch (1861-1942) as 'Workshop for Precision Mechanics and Electrical Engineering.' In the year 1989, they started manufacture of hydraulic products and auto electricals. In the year 1990, the company further expanded their manufacturing by setting up their third plant at Naganathapura (near Bangalore) for auto electricals, starter motors and alternators. In the year 1993, they started manufacture of Bosch electric power tools. In the year 1994, they stared manufacture of packaging machines for food industry. In the year 1996, they launched Blaupunkt car audio systems. In the year 1998, the company established Robert Bosch Engineering and Business Solutions Ltd to cater to the IT-Engineering and Business Service needs of the Bosch World. In the year 1999, the company established their fourth manufacturing plant at Jaipur to manufacture distribution pump to meet domestic and export demands. In the year 2001, the company acquired Rexroth and established themselves as a leading player in drive, control and motion technology. In the year 2003, the company launched Security Technology Products in India. In the year 2005, the company established Bosch Chassis Systems India, and took the leading position in automotive brake system in India. In the year 2006, the company started manufacture of Common Rail System. The company changed their name from Motor Industries Company Ltd to Bosch Ltd. In the year 2008, the company started manufacture of Gasoline Systems and Electric Drives. In the year 2009, the company started manufacture of Electronic Control Unit and Anti Lock Brake Systems. In March 2009, the company sold their Car Multimedia Aftermarket Business (Blaupunkt) to M/s. Aurelius AG on a going concern basis. In the year 2010, the company launched A4000 Pump meeting BS3 norms of Commercial Vehicles in India. The Naganathapura Plant expanded their product portfolio by setting up a new hangar for the manufacture of Gasoline Systems. Also, the Jaipur Plant rolled out their 3 millionth VE Pump. The Bangalore Plant added new generation products with the start of production of the Rail which is part of the Common Rail system. The Nashik Plant was honored with CII-EXIM Bank's 'Commendation for significant achievements in Business Excellence' for the year 2010. The Jaipur Plant won the first prize from Rajasthan Government for Energy Conversation in the automotive segment. In 2013, Bosch India and WABCO INDIA organised SAFETY DRIVE' symposium to promote vehicle safety. Bosch Power Tools sets up India's first DIY Square in Bengaluru. Bosch Electrical Drives India inaugurates new plant in Chennai. Bosch Software Innovations introduces software suite in Asia-Pacific In 2014, the company launches Energy and Building Solutions' business in India. During the year, the company and Klenzaids plan joint venture in India. In 2015, the company has formally inaugurated a two-acre power tools plant at Oragadam near Chennai. The company wins InterSolar Award 2015. During the year, the company also signed MoU with the Indian Institute of Science, Bangalore Industry-academia collaboration key to innovation. The company inaugurates first office in Colombo, Sri Lanka. Indian Prime Minister Modi and Chancellor Merkel also visited the company's facilities in Bangalore during the year. The company commissions 12 MW solar project for Cochin International Airport Limited (CIAL) during the year. On 27 August 2015, Bosch Ltd formally inaugurated its new manufacturing facility at Bidadi, Bengaluru in the State of Karnataka at a built up area of approximately 38,000 square meters with an investment of around Rs 340 crore. On 5 February 2016, the Board of Directors of Bosch approved in principle, the transfer by way of sale, of the Starter Motors and Generators business of the company (SG-IN) as a going concern on a slump sale basis to a subsidiary of Robert Bosch Starter Motors Generators Holding GmbH as a going concern on a slump sale basis. On 1 July 2016, the Board of Directors of Bosch approved the buy-back of 8,78,160 fully paid up equity shares representing 2.796 % of the total paid-up equity share capital of the company at a price of Rs 23,000 per share aggregating to Rs 2019.76 crore through the Tender Offer route. The Company has bought back 878,160 shares during the year ended March 31, 2017 at buy-back price determined at Rs.23,000/- per share. On 22 May 2017, the management of Bosch Limited broke ground at Bidadi manufacturing unit for the development of the second phase. Expected to be completed by mid of 2019, the second phase of Bidadi will have the capacity to accommodate around 2,500 associates. A powertrain plant, Bidadi will primarily manufacture new generation and conventional fuel injection products and components. On 22 August 2017, Bosch announced the commissioning of a 4 MW solar project for the New Mangalore Port Trust (NMPT). As on 31 March 2018,the company has one subsidiary,MICO Trading Pvt Ltd and one associate company,Newtech Filter India Pvt Ltd. During the FY2019, pursuant to the appropriate approvals, the Company had made an offer for buy back and accordingly bought back 1,027,100 fully paid-up equity shares of the Company at a price of Rs. 21,000 per share for an aggregate amount of Rs 21,569 million and has extinguished such equity shares. In accordance with the approvals received from the Board of Directors on May 21, 2019 and from the shareholders on August 23, 2019, the Company has executed the Business Transfer Agreement on October 1, 2019 and transferred the business of Packaging under the non-automotive products segment of the Company on a going concern basis by way of slump sale to Robert Bosch Packaging Technology India Private Limited (subsidiary of Robert Bosch Packaging Technology GmbH, Germany). As on 31 March 2020,the company has one subsidiary,one joint venture and one associate company. During the FY2020,PreBo Automotive Private Limited (PreBo) was incorporated on May 08, 2019 with its registered office at Bengaluru for the purpose of carrying out the business of manufacturing/assembly and supply of mechanical and electro mechanical components and assemblies for automobile and non-automobile industry. PreBo Automotive is a joint venture where Bosch Ltd have 40% stake. Amidst COVID-19 crisis, India went ahead with its decision to adopt the BS VI standards as planned on April 1, 2020. In the current times, this indeed was a sizable challenge for the company. On March 24, 2020, the Indian Government announced a nationwide lockdown to contain the COVID-19 outbreak. The pandemic, and the lockdown that followed, disrupted the supply chains. Robert Bosch India Manufacturing and Technology Pvt Ltd,,a wholly owned subsidiary of Bosch Ltd,has been incorporated on 31 May 2020 for the purpose of carrying out the business of manufacturing,assembly and services in the area of automotive,industrial,consumer goods,energy and building sectors. In June 2020, a comprehensive manufacturing strategy was launched across Bosch with a purpose of making Bosch India manufacturing globally competitive. During the FY 2021, Bosch stays invested in future with strategic investments in e-mobility and connected services. At the peak of its transformational journey, Bosch Limited has been recognized as a Great Place to Work-Certified T company for 2021, an accolade that more than 1,000 organizations in India aspire to every year. Bosch Limited has continued investment in its 3R strategy of restructuring, reskilling, redeployment and other transformational projects. To support this, an additional amount of Rs 146.6 crore has been provided and disclosed as an exceptional item for the quarter ended December 31, 2020. This is the last tranche extended under the current 3R strategy. The total investments in FY 2020-21 amounted to Rs 246 crore with major spend on the expansion of company's Adugodi campus into a smart campus. Bosch Limited's Mobility Solutions business sector increased by 2.4% in FY 2020-21, amidst lockdown in April and part of May 2020. Domestic sales increased by 1.2%. Within the Mobility Solutions sector, the Powertrain Solutions division registered an increase of 1.8% owing reasons mentioned above. Business beyond Mobility solutions has recorded a decline of 11.7%. During the year 2021, the Company, through Robert Bosch Investment Nederland B.V., acquired 26 percent in SUN Mobility. With a focus on developing convenient mobility solutions, it invested in a start-up funded venture called Routematic (Nivaata Systems Pvt. Ltd.) based in Bengaluru. In FY'21, the Company's Two-Wheeler business division made an entry into commuter motorcycle engine management solution space, through a key project acquisition at an OEM. It expanded its customer portfolio by entering into a new agreement with one of the leading two-wheeler manufacturer's to develop engine management solutions for high end motorcycles. In FY'21, the Company ventured into electrification of two-wheelers by successfully enabling two key OEM's launch electric scooters in the Indian market. During the year 2021, Nashik Plant diversified its product lineup from passenger cars until off high way applications. A new generation CR1-18 was launched successfully, equipping the Plant with BS-VI compliant products. In addition, the Plant is also certified IATF: 16949. The plant has a strong focus on System CIP approach to reach the VSD. Speed week is done almost every week to bring in speed. In H2 2020, 24 speed week workshops were done. Shainin has strong roots and used extensively for problem solving and cost reduction. 38 projects were done in 2020 realizing 50 mINR savings. To improve agility, based on data culture, speed Shainin concept was also developed and bringing in good results. In 2021, the Company collaborated with Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH to jointly launched a green urban mobility innovation initiative to implement sustainable, inclusive, and smart mobility solutions across several Indian cities. On 30th June 2022, the Company inaugurated the smart campus in its 76-acre property in Adugodi, Bengaluru. In 2022, the Company invested Rs. 133.5 million for a 26% stake in Autozilla Solutions, a startup in Hyderabad that operates a B2B e-commerce marketplace for expanding its buying and selling auto. During the year 2023, the Company acquired contracts on Port-fuel injection for hydrogen engines (H2ICE) and Charger Convertor (for electric vehicles) products from customers to support CO2 free/low powertrains. It acquired localized drive-train solutions through sister entities, further strengthening the presence in the electric 2-Wheeler business.

Bosch Ltd Chairman Speech

Innovating beyond boundaries

"We are absolutely committed to driving mobility forward, in every sense, with innovative products that make mobility relaxed and exciting, safe, secure, affordable and sustainable. We call this strategy "PACE" - which stands for Personalized, Automated, Connected,

Dear Shareholders,

I would like to thank you for your continued support and express my deepest gratitude for the accomplishments in the centenary year.

Across the world, 2022 was one more challenging year. Even though we may have not recovered completely from the after-effects of COVID-19 and semiconductor shortage, the world also faced significant effect from the war in Ukraine and growing geopolitical tensions resulting in global economic uncertainty, including higher energy and food prices, mounting inflation rates and volatile markets. This has resulted in a global economic slowdown and an inflation rate, higher than seen in several decades, impacting the cost-of-living, and tightening financial conditions in most regions.

Globally, growth slowed down from 6.0 percent to 3.2 per cent in 2022, when compared to 2021, and to 2.7 per cent in 2023. However, India is in a relatively better position to navigate global headwinds and continues to show resilience amid global uncertainties. The World Bank had forecasted India?s overall growth at about 6.7 per cent for the fiscal year 2022-23, which may reduce to about 6.3% for FY 2023-24, due to slower consumption growth and challenging external conditions.

We have achieved significant milestones during the centenary year 2022 and have recorded our highest ever turnover for Bosch Limited with a double-digit growth. It was greatly supported by the easing of chip shortage, a surge in demand in the markets, our strong resilient supply chain network and, more importantly, with great contribution from our associates, for which, I would like to thank them for their hard work, enthusiasm and perseverance.

Bosch is in a great position to shape the future of mobility. We anticipate that sales from our Mobility solutions business will increase further in 2023.

We are absolutely committed to driving mobility forward, in every sense, with innovative products that make mobility relaxed and exciting, safe, secure, affordable and sustainable. We call this strategy "PACE" - which stands for Personalized, Automated, Connected, and Electrified.

I am very proud that all our sites in India were able to reach carbon neutrality (under Scope 1 and 2) at their engineering, manufacturing, and administrative facilities back in 2020. This made Bosch the first global industrial company to no longer leave a carbon footprint. Our main focus now is towards reducing emissions along our value chain, and that is a very challenging task.

We are strongly driving Environmental, Social and Governance (ESG) across Bosch locations. Last year, we published our first ESG report showing our road map and projects in details, which guided us to climb up in the ESG rankings. It gives me great pleasure to report that Sustainanalytics (a global rating?s agency) has given Bosch Limited an ESG risk ratings of 8.3. As on April 13, 2023, we are rated No.1 amongst 237 Auto components companies and 94^th amongst 15528 global companies, that Sustainanalytics rates.

In addition, Bosch Limited was awarded with the Golden Peacock Award for Excellence in Corporate Governance for the year 2022. I thank all the Board of Directors of Bosch Limited and the entire team of the Corporate Secretarial department for this achievement.

I am delighted to introduce Mr. Soumitra Bhattacharya as the new Chairman of our Board from August 2, 2023. His impressive 30+ years of experience and leadership will be a huge asset to Bosch Limited.

With immense gratitude and joy, I want to thank every one of you for your unwavering support, guidance, and partnership. It has been an honor and privilege to serve as the Chairman of the Board of your Company. I am confident that Bosch Limited will continue its growth trajectory in the years to come.

I would like to wish good health, safety, and sincerely thank our customers, the Board, the management, unions and, most importantly, the dedicated associates for their consistent support and commitment to Bosch Limited during another challenging year.

Bosch Ltd Company History

Bosch Limited is the flagship company of Robert Bosch Company in India. Headquartered out of Bengaluru, the Company has its key manufacturing facilities in Nashik, Naganathapura, Jaipur, Gangaikondan, Chennai and Bidadi. These Plants are TS 16949 and ISO 14001 certified. The Company has nearly 18 manufacturing units in India with presence across automotive technology, industrial technology, consumer goods and energy and building technology. It manufactures and trades in products such as diesel and gasoline fuel injection systems, automotive aftermarket products, industrial equipments, electrical power tools, security systems and industrial and consumer energy products and solutions. The Bosch Group operates in India through twelve companies: Bosch Limited - the flagship company of the Bosch Group in India - Bosch Chassis Systems India Private Limited, Bosch Rexroth (India) Private Limited, Bosch Global Software Technologies Private Limited, Bosch Automotive Electronics India Private Limited, Bosch Electrical Drives India Private Limited, BSH Home Appliances Private Limited, ETAS Automotive India Private Limited, Robert Bosch Automotive Steering Private Limited, Automobility Services and Solutions Private Limited, Newtech Filter India Private Limited and Mivin Engg. Technologies Private Limited. The Company is in the business of manufacture of components for the automotive industry, the Company is also a leading supplier of technology and services in the areas of Mobility Solutions, Industrial Technology, Consumer Goods and Energy and Building Technology. Additionally, Bosch's largest development centre, outside Germany, is located in India, and provides for end-to-end engineering and technology solutions. Robert Bosch GmbH and Robert Bosch Engineering And Business Solutions hold a combined 70.49% stake in the company. Automotive Technology divisions include diesel and gasoline fuel injection systems, car multimedia systems, auto electricals and accessories, starters and generators, and energy and body systems. Industrial Technology divisions include packaging machines and special purpose machines. Consumer Goods and Building Technology divisions include power tools and security systems. Bosch Ltd was incorporated in the year 1951 with the name Motor Industries Company Ltd. Initially, the group stepped into India with establishment of Calcutta office. In the year 1953, the company initiated their manufacturing at Bangalore Plant. In the year 1954, they stared manufacture of spark plugs, single-cylinder diesel fuel injection pumps & nozzle-holders. In the year 1956, they started manufacture of multi-cylinder diesel fuel injection pumps. In the year 1972, the company expanded their manufacturing by setting up their second plant at Nashik for nozzle and nozzle holders. In the year 1981, they started manufacture of special purpose machine and tools. The Company was set up in Stuttgart in 1886 by Robert Bosch (1861-1942) as 'Workshop for Precision Mechanics and Electrical Engineering.' In the year 1989, they started manufacture of hydraulic products and auto electricals. In the year 1990, the company further expanded their manufacturing by setting up their third plant at Naganathapura (near Bangalore) for auto electricals, starter motors and alternators. In the year 1993, they started manufacture of Bosch electric power tools. In the year 1994, they stared manufacture of packaging machines for food industry. In the year 1996, they launched Blaupunkt car audio systems. In the year 1998, the company established Robert Bosch Engineering and Business Solutions Ltd to cater to the IT-Engineering and Business Service needs of the Bosch World. In the year 1999, the company established their fourth manufacturing plant at Jaipur to manufacture distribution pump to meet domestic and export demands. In the year 2001, the company acquired Rexroth and established themselves as a leading player in drive, control and motion technology. In the year 2003, the company launched Security Technology Products in India. In the year 2005, the company established Bosch Chassis Systems India, and took the leading position in automotive brake system in India. In the year 2006, the company started manufacture of Common Rail System. The company changed their name from Motor Industries Company Ltd to Bosch Ltd. In the year 2008, the company started manufacture of Gasoline Systems and Electric Drives. In the year 2009, the company started manufacture of Electronic Control Unit and Anti Lock Brake Systems. In March 2009, the company sold their Car Multimedia Aftermarket Business (Blaupunkt) to M/s. Aurelius AG on a going concern basis. In the year 2010, the company launched A4000 Pump meeting BS3 norms of Commercial Vehicles in India. The Naganathapura Plant expanded their product portfolio by setting up a new hangar for the manufacture of Gasoline Systems. Also, the Jaipur Plant rolled out their 3 millionth VE Pump. The Bangalore Plant added new generation products with the start of production of the Rail which is part of the Common Rail system. The Nashik Plant was honored with CII-EXIM Bank's 'Commendation for significant achievements in Business Excellence' for the year 2010. The Jaipur Plant won the first prize from Rajasthan Government for Energy Conversation in the automotive segment. In 2013, Bosch India and WABCO INDIA organised SAFETY DRIVE' symposium to promote vehicle safety. Bosch Power Tools sets up India's first DIY Square in Bengaluru. Bosch Electrical Drives India inaugurates new plant in Chennai. Bosch Software Innovations introduces software suite in Asia-Pacific In 2014, the company launches Energy and Building Solutions' business in India. During the year, the company and Klenzaids plan joint venture in India. In 2015, the company has formally inaugurated a two-acre power tools plant at Oragadam near Chennai. The company wins InterSolar Award 2015. During the year, the company also signed MoU with the Indian Institute of Science, Bangalore Industry-academia collaboration key to innovation. The company inaugurates first office in Colombo, Sri Lanka. Indian Prime Minister Modi and Chancellor Merkel also visited the company's facilities in Bangalore during the year. The company commissions 12 MW solar project for Cochin International Airport Limited (CIAL) during the year. On 27 August 2015, Bosch Ltd formally inaugurated its new manufacturing facility at Bidadi, Bengaluru in the State of Karnataka at a built up area of approximately 38,000 square meters with an investment of around Rs 340 crore. On 5 February 2016, the Board of Directors of Bosch approved in principle, the transfer by way of sale, of the Starter Motors and Generators business of the company (SG-IN) as a going concern on a slump sale basis to a subsidiary of Robert Bosch Starter Motors Generators Holding GmbH as a going concern on a slump sale basis. On 1 July 2016, the Board of Directors of Bosch approved the buy-back of 8,78,160 fully paid up equity shares representing 2.796 % of the total paid-up equity share capital of the company at a price of Rs 23,000 per share aggregating to Rs 2019.76 crore through the Tender Offer route. The Company has bought back 878,160 shares during the year ended March 31, 2017 at buy-back price determined at Rs.23,000/- per share. On 22 May 2017, the management of Bosch Limited broke ground at Bidadi manufacturing unit for the development of the second phase. Expected to be completed by mid of 2019, the second phase of Bidadi will have the capacity to accommodate around 2,500 associates. A powertrain plant, Bidadi will primarily manufacture new generation and conventional fuel injection products and components. On 22 August 2017, Bosch announced the commissioning of a 4 MW solar project for the New Mangalore Port Trust (NMPT). As on 31 March 2018,the company has one subsidiary,MICO Trading Pvt Ltd and one associate company,Newtech Filter India Pvt Ltd. During the FY2019, pursuant to the appropriate approvals, the Company had made an offer for buy back and accordingly bought back 1,027,100 fully paid-up equity shares of the Company at a price of Rs. 21,000 per share for an aggregate amount of Rs 21,569 million and has extinguished such equity shares. In accordance with the approvals received from the Board of Directors on May 21, 2019 and from the shareholders on August 23, 2019, the Company has executed the Business Transfer Agreement on October 1, 2019 and transferred the business of Packaging under the non-automotive products segment of the Company on a going concern basis by way of slump sale to Robert Bosch Packaging Technology India Private Limited (subsidiary of Robert Bosch Packaging Technology GmbH, Germany). As on 31 March 2020,the company has one subsidiary,one joint venture and one associate company. During the FY2020,PreBo Automotive Private Limited (PreBo) was incorporated on May 08, 2019 with its registered office at Bengaluru for the purpose of carrying out the business of manufacturing/assembly and supply of mechanical and electro mechanical components and assemblies for automobile and non-automobile industry. PreBo Automotive is a joint venture where Bosch Ltd have 40% stake. Amidst COVID-19 crisis, India went ahead with its decision to adopt the BS VI standards as planned on April 1, 2020. In the current times, this indeed was a sizable challenge for the company. On March 24, 2020, the Indian Government announced a nationwide lockdown to contain the COVID-19 outbreak. The pandemic, and the lockdown that followed, disrupted the supply chains. Robert Bosch India Manufacturing and Technology Pvt Ltd,,a wholly owned subsidiary of Bosch Ltd,has been incorporated on 31 May 2020 for the purpose of carrying out the business of manufacturing,assembly and services in the area of automotive,industrial,consumer goods,energy and building sectors. In June 2020, a comprehensive manufacturing strategy was launched across Bosch with a purpose of making Bosch India manufacturing globally competitive. During the FY 2021, Bosch stays invested in future with strategic investments in e-mobility and connected services. At the peak of its transformational journey, Bosch Limited has been recognized as a Great Place to Work-Certified T company for 2021, an accolade that more than 1,000 organizations in India aspire to every year. Bosch Limited has continued investment in its 3R strategy of restructuring, reskilling, redeployment and other transformational projects. To support this, an additional amount of Rs 146.6 crore has been provided and disclosed as an exceptional item for the quarter ended December 31, 2020. This is the last tranche extended under the current 3R strategy. The total investments in FY 2020-21 amounted to Rs 246 crore with major spend on the expansion of company's Adugodi campus into a smart campus. Bosch Limited's Mobility Solutions business sector increased by 2.4% in FY 2020-21, amidst lockdown in April and part of May 2020. Domestic sales increased by 1.2%. Within the Mobility Solutions sector, the Powertrain Solutions division registered an increase of 1.8% owing reasons mentioned above. Business beyond Mobility solutions has recorded a decline of 11.7%. During the year 2021, the Company, through Robert Bosch Investment Nederland B.V., acquired 26 percent in SUN Mobility. With a focus on developing convenient mobility solutions, it invested in a start-up funded venture called Routematic (Nivaata Systems Pvt. Ltd.) based in Bengaluru. In FY'21, the Company's Two-Wheeler business division made an entry into commuter motorcycle engine management solution space, through a key project acquisition at an OEM. It expanded its customer portfolio by entering into a new agreement with one of the leading two-wheeler manufacturer's to develop engine management solutions for high end motorcycles. In FY'21, the Company ventured into electrification of two-wheelers by successfully enabling two key OEM's launch electric scooters in the Indian market. During the year 2021, Nashik Plant diversified its product lineup from passenger cars until off high way applications. A new generation CR1-18 was launched successfully, equipping the Plant with BS-VI compliant products. In addition, the Plant is also certified IATF: 16949. The plant has a strong focus on System CIP approach to reach the VSD. Speed week is done almost every week to bring in speed. In H2 2020, 24 speed week workshops were done. Shainin has strong roots and used extensively for problem solving and cost reduction. 38 projects were done in 2020 realizing 50 mINR savings. To improve agility, based on data culture, speed Shainin concept was also developed and bringing in good results. In 2021, the Company collaborated with Deutsche Gesellschaft für Internationale Zusammenarbeit (GIZ) GmbH to jointly launched a green urban mobility innovation initiative to implement sustainable, inclusive, and smart mobility solutions across several Indian cities. On 30th June 2022, the Company inaugurated the smart campus in its 76-acre property in Adugodi, Bengaluru. In 2022, the Company invested Rs. 133.5 million for a 26% stake in Autozilla Solutions, a startup in Hyderabad that operates a B2B e-commerce marketplace for expanding its buying and selling auto. During the year 2023, the Company acquired contracts on Port-fuel injection for hydrogen engines (H2ICE) and Charger Convertor (for electric vehicles) products from customers to support CO2 free/low powertrains. It acquired localized drive-train solutions through sister entities, further strengthening the presence in the electric 2-Wheeler business.

Bosch Ltd Directors Reports

1. DETAILS OF CONTRACTS OR ARRANGEMENTS OR TRANSACTIONS NOT AT ARM?S LENGTH BASIS

NIL

2. DETAILS OF MATERIAL CONTRACTS OR ARRANGEMENT OR TRANSACTIONS AT ARM?S LENGTH BASIS:

Name of related party and relationship:

Robert Bosch (RB), GmbH (Ultimate Holding company)

Salient Terms:

Ongoing, repetitive, in ordinary course of business and on arm?s length basis.

Date of approval by the Board, if any:

Since these transactions are in the ordinary course of business and at arm?s length basis, approval of the Board is not applicable.

Approval of the Audit Committee and the shareholders have been obtained pursuant to the requirements of erstwhile Listing Agreement/SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Companies Act, 2013, for an aggregate amount upto 50,000 MINR for each financial year.

The summary of transactions entered into during FY 2022-23 with RB, GmbH is given below:

[MINR]

Name of related party and relationship:

Bosch Automotive Electronics India Private Limited (Fellow subsidiary company)

Salient Terms:

Ongoing, repetitive, in ordinary course of business and on arm?s length basis.

Date of approval by the Board, if any:

Bosch Limited is a subsidiary of Robert Bosch GmbH, Germany ("RB GmbH") which has its presence across the globe. Bosch Group is a leading global supplier of technology and services in the automotive sector. The Company is a listed subsidiary of RB GmbH in India. RB GmbH, the ultimate holding company, holds 67.76% equity stake in the Company through Robert Bosch Internationale Beteiligungen AG.

The Company enters into transactions for sale and purchase of goods and raw materials and for availing / rendering services from / to RB GmbH & other Bosch Group companies, being related parties as defined under Regulation 2(1) (zb) of the SEBI LODR Regulations. Such transactions are carried out in the ordinary course of business and at arm?s length basis. As a part of related-party transactions, RB GmbH has granted the Company access to Bosch Group?s synergies, state of the art products & technologies and competencies which are essential for the Company to carry out its business operations, including but not limited to manufacturing activities. In the absence of such transactions the

Company would no longer have access to Bosch Group products, licenses or technologies or the use of "Bosch" and other Bosch Group-owned brands.

As a part of this set up the Company has been buying components, viz., Electronic Control Units ("ECUs") from its fellow subsidiary company in India, viz., Bosch Automotive Electronics India Pvt. Ltd. ("RBAI"), a related party, since 2009. These components are then sold as a part of the overall Fuel Injection Equipment ("FIE") system supplied to Original Equipment Manufacturers ("OEMs") in India.

At the beginning of F.Y. 2022-23, the total value of the transactions forecast with RBAI were approx. Rs 978 crore for F.Y. 2022-23. Since the forecast was within the materiality threshold of Rs 1,000 crore, as prescribed under Regulation 23(1) of the SEBI LODR Regulations, there was no requirement of obtaining a shareholders? approval in terms of Regulation 23(4) of the LODR Regulations. The Audit committee also granted omnibus approval for the proposed transactions with RBAI for F.Y. 2022-23 in terms of Regulation 23(3) of the LODR Regulations.

However, with the easing of semiconductor supply- chain issues at the beginning of 2023, there was better fulfillment of pending and new orders of ECUs which are sold as a part of FIE systems by the Company to OEMs. The sudden & unexpected high increase in demand from OEMs in the fourth quarter of F.Y. 2022-23, led to higher purchases of ECUs from RBAI, which was unanticipated, and the value of

transactions with RBAI for F.Y. 2022-23 crossed the threshold limit of Rs 1,000 crore in the fourth quarter of F.Y. 2022-23.

In terms of Regulation 23(4) of the SEBI LODR Regulations, since the transaction with RBAI was deemed to be material, the Company was required to obtain approval from its shareholders prior to entering into these transactions.

The Board of the Company vide its resolution dated May 10, 2023 has resolved that the Company is required to obtain a post-facto approval from its shareholders at the ensuing Annual General Meeting scheduled on August 01, 2023.

It is relevant to note that as soon as the inadvertent potential non-compliance came to the attention of the Company, the Company immediately took steps to rectify the inadvertent non-compliance. The non- compliance by the Company is not deliberate. The Company has not made any undue profit or avoided any loss on account of the non-compliance and no harm or loss has been caused to any investor.

In view of the above, the Company seeks to suo-moto and voluntarily settle all proceedings that may arise and engage with the Securities and Exchange Board of India on such terms as may be mutually acceptable, in accordance with the applicable regulations on settling the same by consent in full and final settlement of any and all proceedings that may be proposed or contemplated in this respect.

The summary of transactions entered into during FY 2022-23 with RBAI is given below:

[MINR]

I. Percentage increase in the remuneration of each director, Chief Financial Officer and Company Secretary during the Financial Year 2022-23 and ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2022-23 are as under:

Note:

The % increase of remuneration is provided only for Directors and KM P who have drawn remuneration from the Company for current financial year 2022-23 and previous financial year 2021-22.

The term ‘Employees? for the above purpose and si. no. Ill below, includes all employees except employees/associates governed under Longterm wage settlement.

1, 2, &16 Mr. Markus Bamberger, Dr. Stefan Hartung and Ms. Filiz Albrecht have waived their right to receive remuneration as Directors of the Company.

7. Appointed as Independent Director from May 19, 2022.

10 Appointed as Joint Managing Director w.e.f. February 09, 2022. Comparable salary for FY 2021-22 is from 09.02.2022 to 31.03.2022 only.

13. Resigned from the position of Compliance Officer w.e.f May 20, 2022.

14. Appointed as CFO from May 1, 2022

15. Appointed as Company Secretary & Compliance Officer from May 20, 2022

16. Appointed as Non-Executive and Non - Independent Director from July 1, 2022 and resigned with effect from April 15, 2023.

I. The percentage increase in the median remuneration of employees in the Financial Year:

There was an increase of 14.8% in the median remuneration of employees.

III. The number of permanent employees on the rolls of the Company:

As on March 31, 2023, the Company had 6,211 permanent employees on its roll.

IV. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

Percentage increase made in the salaries of the employees other than the managerial personnel in the last Financial Year i.e. 2022-23 was -27.1% (CTC 2023 over CTC 2022), whereas the increase in the managerial remuneration in the Financial Year 2022-23 was -13.4% (CTC 2023 over CTC 2022), due to the average Market increase for all associates.

V. Affirmation that the remuneration is as per the remuneration policy of the Company:

It is hereby affirmed that the remuneration paid to the Directors, Key Managerial Personnel and Employees is as per the Nomination and Remuneration Policy of the Company.

Bosch Ltd Company Background

Bosch Ltd Company Management

Bosch Ltd Listing Information

Bosch Ltd Finished Product