Gabriel India : Annual Report, FY23

Resilient by Nature

Over the past 62 years, Gabriel India Limited (referred to as 'Gabriel India' or 'the Company') has weathered unprecedented challenges, both sectoral and economic, including the cascading impact of the geopolitical disruption

in Europe, regulatory changes in the auto sector, post-pandemic recovery, and supply chain strains. Despite these circumstances, we have tackled obstacles head-on, prioritising value creation for our stakeholders. Through these experiences, resilience has become an integral part of our DNA, strengthening us with each challenge we

encounter.

Driven by Future

Building on this resilient foundation, we remain dedicated to shaping the future. The automotive industry is currently undergoing a transformation with Electric Vehicle (EV) penetration on the rise, growing demand from consumers for personal vehicles in the post-pandemic era, rising investments, an expanding national highway network conducive to increased personal mobility, and greater policy support. We embrace the emerging possibilities that allow us to be a bigger part of the automotive landscape of tomorrow.

We invite you to explore the key developments of the past year and the vision we have set for the future. This report serves as a reflection of how, over the years, we have cultivated

a resilient nature while consistently being

Driven by Future.

As a respected participant in the auto component space, Gabriel India has a strong brand reputation globally for innovation, product quality and durability over the decades. With a vast portfolio of over 500 carefully designed products, Gabriel India serves multiple segments and sub-sectors in mobility. In a landmark achievement, Gabriel India is the only auto component company serving all vehicle segments in India, including passenger cars, two- and three-wheelers and commercial vehicles.

The Company specialises in manufacturing superior ride control components such as shock absorbers, struts, and front forks. Its state-of-the-art technology, robust design, and strong engineering capabilities have gained worldwide recognition. Additionally, the Company's strong presence in the aftermarket and an extensive distribution network allow it to strengthen its local and global outreach.

With 75 filed patents and six granted, the Company's future-focused approach fuels its growth and enables it to anticipate tomorrow's needs.

Gabriel India has entered the fast- growing automotive sunroof segment in alliance with Netherlands-based Inalfa Roof Systems. This partnership reflects the Company's commitment to adaptability, strong belief in India's growth and its increasingly relevant role in India's fast growing auto sector.

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Gabriel India Limited

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500+

Product Models

75

Patents Filed

(6 Granted)

Aftermarket

Leadership in India

700+

Distributors

11

Carrying and Forwarding

Agents (CFAs)

20,000+

Retailers

30+

Countries across six continents

Vision

The Company's vision is 'To be

amongst the Top 5 Shock Absorber

Manufacturers in the world'.

Values

Gabriel India is defined by a value system

engrained in the ANAND Way, which guides its work ethics. These core values help us make our decisions in every sphere of our work and help us shoulder social responsibilities. These foundational beliefs and philosophies always have, and always will, continue to define the

way we do business.

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Strong Parentage of

ANAND Group

As the flagship of the

21-company ANAND Group, Gabriel India integrates robust partnerships, quality, governance and sustainability frameworks into its strategic operations. Being part of a Group that spans the entire auto systems and components industry allows Gabriel India to build deep customer insights with original equipment manufacturers, new mobility players, as well as align closely with the needs of the end-users of vehicles, and build its products that are well tailored to their emerging requirements.

Over Six Decades of Performance

Emerging from the fertile soil of AatmaNirbharBharat (self reliance), well before it became a byword for India's domestic manufacturing resilience in recent years, Gabriel India harnesses its six-decade- long presence to ride on new megatrends with exceptional efficiency. Nurtured by immense knowledge of a large and dedicated talent pool, a broad database and an experienced leadership team, the Company implements sustainable practices rooted in a vibrant and transparent work culture and

a resolute customer-oriented approach.

Strong Focus on R&D

With a strong focus on research and development, Gabriel India is committed to launch products of the highest quality and standards. Within its industry-leading R&D tech centres, a team of skillfull specialists are persistently involved in delivering best- in-class and quality-focused customised product solutions. This enables Gabriel India to stay ahead of the curve, and consistently offer future-ready solutions that anticipate and meet the evolving needs of its customers.

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Gabriel India Limited

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As the undisputed market leader with an impressive market share of over 40%, Gabriel India's dominance resonates powerfully within the industry. Its strong reputation establishes the Company as an example of excellence. Across the country, its logistics network connects 700+ dealers and 20,000+ retailers, ensuring that the Gabriel brand reaches every corner of the market.

As a frontrunner in the industry, Gabriel India places utmost importance on product quality and extensive range. This winning combination inspires confidence and fosters customer trust. Furthermore, the Company's commitment to improvement enables it

to forge lasting bonds with valued clients, with several of marquee names in the auto sector being its customers for decades. Gabriel India continues to consolidate

its position as a leading provider of comprehensive auto component and supply solutions.

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Dear Shareholders,

As we come to the end of another successful financial year, I am delighted to use this moment to reflect upon the significant advancements we have made, propelling us towards a stronger future. Much has occurred in the past year for Gabriel India as it came out of the pandemic stronger and, more than ever, ready to embrace the exciting transformation underway in India's auto sector. Across multiple

The durability of the Gabriel India organisation and brand over the decades allows the Company to be in pole position to seize the historic opportunity that the Indian auto sector presents today. The country's auto market is the world's third-largest, generating 37 million jobs, and holding a 4.7% share in India's exports.

parameters, ANAND Group's listed flagship has shown its ability to persevere through tough times. We continue to grow significantly through a focus on innovation and technological upgradation, an unstinting approach to building world-class quality products, and a granular understanding of our customers and the needs of vehicle end-users. In FY 2022-23, Gabriel India achieved its highest-ever revenue of ₹ 2,9,72 Cr., a milestone achievement that underscores its market leadership and commitment to sustained growth. Furthermore, EBITDA grew nearly 47% to ₹ 214 Cr. highlighting how the Company is strengthening its leadership position via a laser focus on emerging customer needs, targeted technology upgradation, prudent financial management, and an enabling and learning climate for its diverse workforce.

Gabriel India's Resilience: A Catalyst for Enduring Success

Over the span of 62 years, we at Gabriel India have weathered numerous economic storms-the

most recent being the pandemic and the geopolitical crisis in Europe and its economic consequences; displaying steady resilience as the bedrock of our enduring success. This resilience is not merely event- based but a deliberate endeavour by Gabriel India's resolute team, which has diligently implemented robust supply chains and nimble cost practices, as well as closely monitored operational and governance practices.

The durability of the Gabriel India organisation and brand over the decades allows the Company to be in pole position to seize the historic opportunity that the Indian auto sector presents today. The country's auto market is the world's third- largest, generating 37 million jobs, and holding a 4.7% share in India's exports. The sector has been further bolstered by the government's ambitious EV penetration goal of 30% for private cars, 70% for commercial vehicles, and 80% for two and three- wheelers by 2030. Moreover, an increasing desire among many more Indians for personal mobility, coupled with higher incomes and strong GDP

growth, as well as an evolving culture of domestic driving tourism, is making it India's time in auto. Against this scenario, Gabriel India will continue to be at the forefront of India's auto boom.

Against this beckoning backdrop, Gabriel India's pursuit of becoming a global top 5 shock absorber manufacturer is accelerating. As the automotive landscape shifts towards EVs, our strategic partnerships with leading EV companies has helped us establish a strong presence in the two-wheelers segment, securing both market leadership and industry respect. This positions Gabriel India well to capitalise on greater opportunities in this space-and it intends to do so unflaggingly.

Furthermore, we take immense pride in being recognised as the first indigenous Company to develop shock absorbers for Rajdhani and Shatabdi Coaches (LHB) and Vande Bharat Coaches. This is a significant milestone in our journey, displaying the Company's commitment to India's massive infrastructure development drive.

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Where Technology Meets

Innovation: Technology and R&D

Focus

In a world where technological change is accelerating continuously and business cycles are becoming shorter, Gabriel India continues to keep an unwavering eye on ensuring rapid technology adaption to enhance quality with a view to zero defects, upheld by 'Garuda,' the level-zero automation. To meet evolving customer demands, our Company

Gabriel India has long been known for its commitment to sustainability, as it works to address pressing climate change challenges. Embracing a sustainable business model enables us to assume a leadership role in environmental stewardship. In this context, we have set ambitious targets for enhanced sustainability: By 2025, we seek to achieve the prestigious Zero Waste to Landfill status across all our sites, while targeting water and carbon neutrality in our operations.

is embracing Artificial Intelligence (AI), Machine Learning (ML), digital transformation, and robotics. For instance, in FY 2022-23, by fostering collaboration among top engineers in R&D, Programme Management, Process Engineering, and Supply Chain, as well as leveraging the expertise of European consultants, we expanded our product portfolio, added semi-active technology and unveiled the first Indian designed Technology Demonstration vehicle. Through virtual analysis, Product Lifecycle Management (PLM) and Noise Vibration and Harshness (NVH) measures, we provide superior quality and cater to evolving customer needs such as safety enhancements, comfort improvements, and advanced technology integration.

On Diversity & Inclusion, Gabriel India Means Business

At Gabriel India, we are dedicated to building a workplace culture that fosters diversity and inclusivity to enable individuals to achieve their full potential. This includes gender and geographical diversity in our workforce and ensuring we have effective listening and feedback

mechanisms, so our employees feel-andare-empowered. Recently, top-tier media outlets such as CNBC- TV18 and BBC World covered Gabriel India for being at the leading edge of corporate India's efforts to increase gender diversity on the shop floor as the nation ramps up its manufacturing production. Our efforts in this regard will only intensify.

Sustainability at Gabriel India

Gabriel India has long been known for its commitment to sustainability, as it works to address pressing climate change challenges. Embracing a sustainable business model enables us to assume a leadership role in environmental stewardship. In this context, we have set ambitious targets for enhanced sustainability: By 2025, we seek to achieve the prestigious Zero Waste to Landfill status across all our sites, while targeting water and carbon neutrality in our operations. For its part, our R&D department is continuously focused on connectivity, cutting-edge shock absorber technology, lightweight materials, and environmentally friendly solutions to enhance user experience and reduce carbon emissions.

Gabriel India has also taken significant steps to reduce its carbon footprint, including installing a 1.0- MW solar group captive plant in Chakan, a rooftop solar system in Parwanoo, and a solar captive plant in Hosur.

Additionally, our goal is to derive 50% of our energy needs from renewable sources by 2025, and we are well on our way. We take pride in our unrelenting focus on sustainability and are honoured to have received numerous prestigious awards that recognise our efforts in this domain.

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Strengthening Focus Areas: Delivering Value

Cultural Connectivity

By nurturing talent and empowering leadership through the ANAND University, we foster a collaborative, accountable, and diverse internal culture.

Sustainability

By reducing energy consumption with LED lighting technology and embracing renewable energy sources, we minimise our carbon footprint and cultivate eco-friendly solutions.

Financial Robustness

By leveraging our brand and diverse product portfolio, we prioritise operational efficiencies and prudent capital allocation to maintain a healthy balance sheet.

Manufacturing Excellence

By adopting a customer-centric approach, we deepen competence, enhance product quality, and expand our portfolio, while embracing the ANAND House of Quality.

Research & Development

By investing in robust testing infrastructure and collaborating with global technology partners, we deliver compelling value propositions and cutting-edge innovations to address specific customer needs.

Closing Note

As we forge ahead, we are resolute in our pursuit of global market share expansion and capitalising on new domestic opportunities such as sunroofs. Our partnership with Netherlands-based Inalfa Roof Systems not only strengthens our commitment to the government's AatmaNirbharBharat manufacturing drive but also ensures a robust domestic supply chain for sunroofs, supporting OEM customers in their growth plans in this segment.

I would like to express my deepest gratitude to our valued shareholders for their support and trust in Gabriel India. Your belief in our vision and commitment has been instrumental in steering us forward on this remarkable trajectory of resilience, growth, sustainability, and innovation and has allowed your Company

to embrace a future of boundless possibilities.

With best wishes,

Mrs. Anjali Singh

Executive Chairperson,

Gabriel India Limited

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Dear Shareholders,

Over the course of the last 62 years, Gabriel India has consistently displayed an impressive ability

to adapt to changing industry cycles and emerge stronger from each. Throughout this journey, our commitment to delivering value has extended beyond our shareholders, encompassing all stakeholders involved. I am honoured to reflect upon the remarkable achievements and the continued growth of our Company. This report encapsulates the tireless

According to the Society of Indian Automotive Manufacturers, the country's auto sector has emerged as the world's third-largest market, overtaking Japan, with 4.25 million vehicles sold in 2022. This can be attributed to a confluence of factors, including rising disposable incomes, availability of credit and financing options, an improved highway network, and a growing and increasingly aspirational population.

efforts, unyielding determination, collaborative spirit, and resilient nature of Gabriel India in this ever-evolving business landscape that reflects well in our numbers and strong market presence.

One key feature of our Company- and a reason for its continued success and profitability-has been its ability to understand granularly the changing customer mindset in terms of expectations of newer and smarter features in automobiles, and on safety. Our Company is keenly aware of this expanding demand and has taken proactive measures to align itself accordingly, particularly by swiftly expanding our presence in the EV and SUV segments. Gabriel India has seized the opportunity presented by the expansion in the EV two- and three-wheeler industry, capturing significant growth in the past financial year.

Indian Automotive Sector: A Catalyst for Gabriel India's Growth

Amid the dynamic landscape of the automotive sector, Gabriel India has adeptly positioned itself for healthy growth. According to the Society of Indian Automotive Manufacturers, the country's auto sector has emerged as the world's third-largest market, overtaking Japan, with 4.25 million vehicles sold in 2022. This can be attributed to a confluence of factors, including rising disposable incomes, availability of credit and financing options, an improved highway network, and a growing and increasingly aspirational population. Gabriel India stands poised to harness this incredible potential in the current decade and beyond, and to continue on a robust growth trajectory by developing auto systems and components that cater to all segments of the automotive industry.

Performance at a Glance

It gives me immense pride to announce a robust performance across multiple metrics that encompass revenue, market share, and profitability. Despite challenges, Gabriel India's inbuilt resilience has enabled us to overcome them and achieve the highest-ever revenue of ₹ 2,971.7 Cr., reflecting a strong growth rate of 27.4% compared to the previous fiscal. Our EBITDA stood at ₹ 213.7 Cr., marking a substantial YoY increase of 46.4%. Moreover, our Profit Before Tax reached ₹ 1,77.9 Cr., demonstrating significant YoY growth of 40.7%. While global input prices and inflationary pressures impacted our margins, we remained focused on successfully executing our 'Core 90 Cost Reduction Drive' to enhance profitability.

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Driven by Future

We bolstered our presence in the EV market by placing a strong emphasis on sustainability and leveraging our core competencies. Our aftermarket segment also exhibited healthy growth rising by 10.7% to reach

Our commitment to embracing innovation and adapting to customer preferences has been instrumental in building our manufacturing strength. By proactively incorporating technological advancements and digitalisation, we have significantly enhanced productivity and solidified our position as an industry leader. Through the seamless integration of over 60 advanced robots and further exploring AI technologies and digital twin systems, our operations have been optimised, enhancing competitive advantage.

Moreover, we also received the award for Pre "C" VA Activity by Honda Motorcycle & Scooter India; a Special Support award from Maruti Suzuki India Limited; and a "Going Extra Mile" Award from TATA Motors.

Embracing Innovation: Our Manufacturing Strength

To remain ahead of the innovation curve and accelerate growth, Gabriel India has placed strong emphasis on product development that caters to

emerging and future customer needs. The Company has introduced its own electronic suspension technology, particularly focusing on semi-active suspensions. With the establishment of a new technology centre in Europe, in addition to its existing facilities in Chakan and Hosur, Gabriel India is keeping a laser focus on ensuring world-class research talent, validation labs, and test tracks, guaranteeing durable products that meet future customer needs.

Our commitment to embracing innovation and adapting to customer preferences has been instrumental in building our manufacturing strength. By proactively incorporating technological advancements and digitalisation, we have significantly enhanced productivity and solidified our position as an industry leader. Through the seamless integration of over 60 advanced robots and further exploring AI technologies and digital twin systems, our operations have been optimised, enhancing competitive advantage. Strategic partnerships and entry into high-value

market segments such as electronic suspension systems have boosted growth and profitability.

Environmental, Social, and Corporate Governance

Acknowledging the indispensable contribution of our highly skilled employees to our success, we prioritise attracting and retaining top-tier talent to fuel our growth and competitiveness. Through targeted and well-researched recruitment strategies, as well as a culture of creativity and collaboration, we foster professional development and ensure a diverse, motivated and proficient workforce. This empowers us to navigate challenges, seize opportunities, capitalise on emerging trends early, and deliver exceptional results consistently. Additionally, through a strategic commitment to sustainability, we address environmental concerns and take concrete steps to tackle climate change. Our adoption of ESG principles and the launch of our inaugural ESG report demonstrates

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our dedication to responsible governance and embracing more sustainable practices for the future.

In fact, two of our new facilities have been rated as Green Buildings by the Indian Green Building Council, which clearly demonstrates our commitment towards implementing on-the-ground sustainable initiatives.

Moreover, we envision providing our employees with comprehensive safety training, aiming for 36 safety training hours per employee by 2027, ensuring their well-being and a safe work environment. Our ultimate aspiration is to achieve zero injuries and zero accidents.

Embracing the Future: Gabriel India Thrives Amid Shifting

Automotive Trends

We are driven by a firm commitment to the future with a focus on

becoming one of the top 5 shock absorber manufacturers worldwide. At Gabriel India, we have adeptly woven innovation with technology, positioning us at the forefront of the automotive industry's tectonic shifts. As the industry undergoes transformative changes, particularly the transition from IC engines to EVs, we recognise the immense opportunity. Further, with the SUV segment witnessing remarkable growth, we are poised to seize a larger market share. Notably, our dominance in the EV two-wheeler segment is evident with a market share exceeding 60%.

Closing Note

With utmost gratitude, I humbly extend my thanks to our esteemed

shareholders. We take pride in our team's dedication, upbeat spirit and the unwavering commitment of all employees. To our shareholders, partners, and customers, your support and trust propel us through challenges, allow us to explore new opportunities, and help us to forge a resilient bedrock on which to build a thriving tomorrow.

Thanking you all.

Warm wishes,

Manoj Kolhatkar

Managing Director,

Gabriel India Limited

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Strengthening Imprint to Secure the Future

With an unwavering focus on quality, talent, inclusive work culture and innovation, Gabriel India operates multiple state-of-the-art manufacturing plants spread across India. These exceptional facilities, equipped with cutting-edge technology, enable the Company to meet the bespoke requirements of its customers. With meticulous attention to detail and a commitment to delivering excellence, Gabriel India leaves no stone unturned in ensuring that every product developed within its facilities reflects the highest standards of quality and precision. Our dedication to delivering impeccable results solidifies Gabriel India's imprint in the industry, bolstering its future endeavours with confidence and assurance.

Sanand - 2W

Chakan - PC, CV, 3W

Hosur - 2W, 3W

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GIL Plants

GIL Satellite Locations

This map is a generalised illustration only for the ease of the reader to understand the locations, and it is not intended to be used for reference purposes. The representation of political boundaries and the names of geographical features/states do not necessarily reflect the actual position. The Company or any of its directors, officers or employees, cannot be held responsible for any misuse or misinterpretation of any information or design thereof. The Company does not warrant or represent any kind of connection to its accuracy or completeness.

Parwanoo - 2W, CV

Khandsa - PC

Dewas - CV, 3W

Nashik - 2W

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1986-1998

Bagged TATA Motors' first passenger car project

Built a state-of-the- art validation centre in Chakan

Became self- sufficient in terms of designing and developing indigenous customised solutions

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1999- 2013

Enhanced Facilities. Improved

Performance.

2014-2023

Celebrated Excellence.

Won Accolades.

Listed among 'India's Top-500 Companies' by Dun & Bradstreet for three years in a row

Recognised as a 'Great Place to Work' by Great Place To Work Institute®

Gabriel India, Dewas plant, received the 'Gold Award' at the 7th edition of FICCI Quality Systems Excellence Awards for Industry

Gabriel India, Chakan plant, received the prestigious Zero PPM, Best Quality Certificate from Toyota India

Achieved highest ever revenue of

• 2,972 Cr.

Started manufacturing E-Bike front forks

Established a Tech Centre in Europe

Published first ESG report

Built state- of-the-art Tech Centre in Chakan

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R&D

Product

Robustness

Road Load Data

Acquisition (RLDA)

RLDA-Based

Testing

Testing Facility

Upgradation

Design for

Robustness

Product

Technology

New Products

Product Features

Innovation

E-assisted

Products

Product

Know-How

Vehicle Dynamics

Model-Based

Simulation

Processes

Automation

Vehicle Interfaces

Failure Modes and

Causes

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Ahead of the Curve

Gabriel India's strategic advantage as an early entrant in the EV sector has propelled its market leadership in the electric two- and three-wheeler segments via secured Electric business. The Company embraces evolving consumer preferences for premium SUVs and two-wheelers, maximising content per vehicle. Amid industry volatility, Gabriel India has remained resilient, with sustainable initiatives to reduce carbon footprints, capitalising on the transformative shift to EVs and capturing substantial market share in the EV two- wheeler segment.

Manufacturing Trends and Technologies

Gabriel India, in its pursuit of staying at the forefront of the industry, has embraced

leading-edge manufacturing trends and technologies. Our focus on the Internet of Things (IoT) has allowed for superior process control across assembly lines and enhanced quality assurance.

Upgrading for a Competitive Edge

Gabriel India recognises the significance of adopting cutting-edge technologies and continually upgrading its practices to derive maximum benefits. The Company is working on its new product development process by the use of digital twin technology. Computer models of the products enable optimisation of strength, performance, and product life, ensuring that Gabriel India delivers exceptional real- world solutions that exceed

customer expectations. Moreover, AI-enabled control algorithms will enable intelligent suspension systems in the future, pushing the boundaries of vehicle control and passenger comfort.

Driving Efficiency through Advanced Technologies

Gabriel India, at the forefront of innovation, has recognised the pivotal role of embracing advanced technologies like automation, robotics, and the Internet of Things (IoT) to drive efficiency within its production line. By integrating appropriate automation with robotics, the Company has minimised human intervention between operations, reducing disturbances and fatigue, while maintaining a high- paced workflow. Digitalisation

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plays a vital role by providing live data monitoring and alerts, enabling swift resolution of abnormalities and ensuring uninterrupted operations. Furthermore, the implementation of AI-poweredcamera-based quality control systems further enhances precision and efficiency in the manufacturing process.

On the Digitalisation Journey

Gabriel India has undertaken several initiatives to achieve its digitalisation goals. Through the implementation of standalone and inter-connected digitalisation systems, the Company has witnessed significant improvements in cross-functional information flows and overall plant performance. The Sanand plant, identified as the IoT lighthouse, has paved the way for IoT integration across various functions, resulting in centralised monitoring and real-time data availability. This ensures quick support and enables efficient decision- making at all levels.

Maximising Potential through Software Development

Gabriel India, leveraging the collaboration between European experts and its in- house software development team, is actively engaged in the development of electronic damper control algorithms. These algorithms, incorporating driver inputs and vehicle motion data, optimise damping responses at each wheel, enhancing vehicle control and passenger

comfort. This strategic investment in software development aligns with Gabriel India's vision to achieve global recognition as a top 5 shock absorber manufacturer.

Leveraging AI in Production and

Assembly

Gabriel India is leveraging AI applications to revolutionise automotive assembly and production lines. The integration of smart robots, human-machine interaction, and advanced quality assurance methods empowers the Company to enhance productivity, increase throughput rates, and drive overall operational efficiencies. Machine learning plays a crucial role in production, facilitating better controls, setups, and ultimately leading to higher efficiency and performance.

Quality Assurance and 3D

Printing

Gabriel India's commitment to quality assurance is evident in its meticulously designed manufacturing processes and workstations. These processes ensure well- controlled operations, including thorough inspections of incoming parts, minimising defects, and manual interventions. Additionally, the Company occasionally utilises rapid prototyping, enabling the creation of mock-ups for new suspension concepts.

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Effectively Managing Energy and Emissions

In addition to adopting various energy efficiency measures, Gabriel India has significantly increased the uptake of renewable energy as a key aspect of its decarbonisation strategy. The Company's carbon emission reduction steps include the following:

Partnered with TATA Power and ANAND investors to install a 1.0 MW solar group captive plant at Chakan plant, increasing usage of renewable energy

Collaborated with Swelect Energy to establish a 1.0 MW solar group captive plant at Hosur plant, enhancing renewable energy share

Implemented a 256 kWp rooftop solar system at Parwanoo plant for clean energy generation

Switched Nashik plant from LPG to PNG

Gabriel India has successfully increased the share of renewable power in its energy consumption from 0% in FY 2013-14 to 12% in FY 2022-23, a clear testament to a focus on sustainability, and to enable change for a better future.

3.23 million units p.a.

Sourced from Group Captive Solar Power Plant at Chakan

2.14 million units p.a.

Sourced from Group Captive Solar Power Plant at Hosur

3.6 million units p.a.

Sourced from Group Captive Wind Power

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Year-on-Year Emission Comparison (tCO2e)

FY 2021-22

Scope 1 Emissions (Tonnes)

Scope 2 Emissions (Tonnes)

Total Scope 1 and

Scope 2 (gCO2e/INR)

Investing in Clean Technologies

FY 2022-23

5,274

6,447

15,399

17,284

0.89

0.81

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Gabriel India is committed to the conscientious use of water in its operations and has taken the following steps:

Process wastewater through effluent treatment plants using reverse osmosis, as well as evaporator in order to reuse in manufacturing processes

Treated sewage water is used for gardening purposes through a sprinkler system, ensuring conservation of fresh water

Achieved judicious water management through Zero Liquid Discharge facilities at Hosur, Chakan and Nashik

Generated wastewater is sent to a Common Effluent Treatment Plant at our site in Sanand

Gabriel India, driven by a firm belief in the principles of the Circular Economy, holds a strong conviction that waste should be viewed as a valuable resource with the potential for reuse, leading to positive environmental and economic outcomes. To efficiently manage waste, Gabriel India maintains logs of different types of hazardous and non-hazardous wastes, and waste is disposed off on monthly basis. Hazardous waste (ETP sludge) is sent to cement industries for co-processing thus, avoiding landfilling. The generated electronic waste

is sent to government-authorised vendors for disposal. Furthermore, Gabriel India is actively engaged in the process of eliminating plastics from the packaging of raw materials sourced from its vendors. This commitment reinforces the Company's dedication to environmental stewardship and sustainability.

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Solar Rooftops Investment: Installed 1.80 MW capacity across manufacturing plants

Group Captive Wind Power: Invested in Hosur plant to source 3.6 million units annually

Group Captive Solar Power: Invested in Hosur plant (2.14 million units annually) and Chakan plant (3.23 million units annually) for renewable power sourcing

Renewable Power Progress: Achieved 12% power from renewable sources, up from 0% in FY 2013-14

IoT Implementation: Implementing IoT-based software for better energy consumption insight and quicker reduction in manufacturing losses in plant operations

Ambitious Targets to Contribute towards a Safe Environment

Zero Waste

to Landfill

Status Across All Sites by FY 2024-25

50%

Of Energy from Renewable and Green Sources by 2025

Carbon

and Water

Neutrality

in Operations by FY 2024-25

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11%

Female Workforce

4,307

Workforce

Talent Recruitment and Retention

At Gabriel India, the Company is dedicated to attracting, developing, and retaining exceptional talent through well-planned, robust and flexible recruitment strategies. The Company attracts top industry professionals, offers smooth onboarding experiences, and supports growth through mentorship and feedback. The Company prioritises skill development, and continuously improves HR processes to align with its objectives.

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In FY 2022-23, Gabriel India invested ₹ 1.94 Cr. on training programmes that benefitted 70% of our employees

Human Rights and Labour Relations

The Company holds human rights in the highest regard, taking collective responsibility to prevent violations. The ANAND Code of Conduct guides ethical behaviour, with policies addressing labour issues. The Company prioritises harmonious labour relations, promptly addressing employee needs and aligning them with its corporate vision.

Zero

Fatalities

1

Lost Time Incidents

9

First Aid Cases

209

Near Misses

Occupational Health and Safety

Gabriel India fosters a safe work environment, prioritising the well-being of its workforce. It ensures security with the Gabriel India House of Safety Culture, holds ISO 45001 certification, and promotes safety through EHS training, hazard reporting, and comprehensive healthcare services.

Lost Time Injury Frequency Rate (number of incidents per 200,000 man-hours worked)

NA

Unsafe Acts Captured

NA

Unsafe conditions captured

FY 2022-23

FY 2021-22

FY 2020-21

FY 2019-20

FY 2018-19

0.02

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Safety Focus House

Creating

Sustainable Safety

Culture Across

Gabriel India

Standardisation

SOPs clearly defined for activities with Operational Safety controls

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To translate this vision into tangible action, SNS Foundation, the CSR arm of ANAND Group, collaborates closely with Gabriel India's CSR Committee to uplift lives and foster

a sense of empowerment for generations to come. The Committee convenes quarterly meetings and submits status reports to the Board to discuss and review ongoing progress.

During the period under review, Gabriel India carried out 18 activities in six locations:

Key Focus Areas

Education

Holistically engages with government and government-aided schools with a focus on guiding students towards a sustainable career path

Skill Development

Prepares opportunity disadvantaged and differently abled youth for the 21st century marketplace through market aligned and industry certified technical trainings

Rewari

JAWAI

Dewas

Parwanoo

Gurugram

Nashik

Health and Hygiene

Focuses on Healthcare in underserved areas, Reproductive and Child Health, HIV/AIDS, and Industrial Health in partnerships with State AIDS Control Societies, as well as National Health Mission and industries

Community Conservation

Supports rural development initiatives in Micro-Finance,Micro-Entrepreneurship, Water Harvesting, Wildlife Conservation, and Afforestation in partnership with government organisations

Corporate Overview

Statutory Reports

Financial Statements

Parwanoo

10 girls between the ages of 3-7 received scholarships to study at ANAND School

JAWAI

1,329 students taught by 10 SNSF teachers to improve their learning outcomes in 9 partner government schools

Nashik

994 students taught by 14 SNSF teachers to improve their learning outcomes in 10 partner government schools

Dewas

11 matriculate girls awarded MEDHAVI scholarships to help them complete their Diploma in Mechanical Engineering

4 engineering scholarship awardees entered employment and increased their family income by 135%, on average

410 students taught by 4 SNSF teachers to improve their learning outcomes in 4 partner government schools

Annual Report 2022-23

39

Parwanoo

132 (80% females) unskilled youth skilled in NSDC job roles - Accounts Executive, Domestic Data Entry Operator, Self-Employed Tailor, Beauty Therapist, and General Duty Assistant

39 youths entered self/wage employment and increased their family income by 133%, on average

Dewas

92 (91% females) unskilled youth skilled in NSDC job roles - General Duty Assistant and Home Health Aide

76 youth entered self/wage employment and increased their family income by 167%, on average

Gurugram

415 (98% females) unskilled youth skilled in NSDC job roles - Self-Employed Tailor, Computer Education, Assistant Beauty Therapist , Assistant Fashion Designer, and Sewing Machine Operator

87 youth entered self/wage employment and increased their family income by 141%, on average

Rewari

921 (92% females) unskilled youth skilled in NSDC job roles - Self-Employed Tailor, Computer Education, Assistant Beauty Therapist , Assistant Fashion Designer, General Electrician, Sewing Machine, Operator, and Office Assistant

373 youth entered self/wage employment and increased their family income by 152%, on average

Dewas

160 Self Help Groups (SHGs) of 1,764 members supported with microcredit operations

• 81.6 lakhs of bank loans facilitated for 30 SHGs

19 SHG members initiated livelihood activities and increased their family income by 188%, on average

Parwanoo

3 public parks maintained in collaboration with Municipal Council of Parwanoo and Department of Forests, Solan

4040

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

Project

Implementation

Teams (SNSF

Staff)

70

Teachers, Skills Instructors, Village Level Workers, Location Managers, etc.

Partner

Government

Schools

28

Across Dewas, JAWAI, Hosur, and Nashik

School Students (in partner government schools)

5,774

Across 28 partner government schools helped with academic and non-academic inputs

Engineering

Scholarship

Awardees

8

MEDHVAVI Scholarship awardees to be supported for their Diploma in Engineering

Youth for

Skilling

1,920

Unskilled youth to be skilled in 10 job roles of National Skill Development Corporation, India

Women Groups

23

23 Groups with

1,994 members to be supported with training on livelihood activities and microcredit operations

Health Services

16k

Underserved population across 7 villages around JAWAI provided with mobile medical services and free medicines

Groundwater

Recharge

25KL

Installed Modular Rainwater Harvesting structure of 25

KL capacity at 1 of 3 public parks maintained at Parwanoo

Annual Report 2022-23

41

4242

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

Annual Report 2022-23

43

Business Ethics and Compliance

Gabriel India acknowledges the vital importance of maintaining a robust ethical foundation and upholding accountability to foster sustainable economic growth. Gabriel India's Code of Conduct reinforces its unwavering commitment to integrity, fairness, and ethical governance. The Company's corporate governance structure ensures compliance with legal standards and meets the expectations of stakeholders.

To oversee ethics-related matters, the Company has an Ethics Committee, which reports to the Audit Committee on a quarterly basis. Gabriel India's legal compliance cell ensures that the Company's policies and practices align with its established code. Stakeholders can report any unethical practices or grievances through its Internal Complaints Committee or ethics helpline. Employees are encouraged to promptly report any breaches of the Code or misconduct, with protected disclosures made to the Audit Committee or the Board of Directors. Gabriel India employs compliance software for assessing statutory risk and environmental, health, and safety (EHS) compliance. The Company's corporate governance practices follow the secretarial standards set by the Institute of Company Secretaries of India (ICSI) and comply with the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015). The Board regularly reviews compliance reports and takes necessary steps to rectify any instances of non-compliance.

Corporate Governance, Transparency, Disclosures

Gabriel India is dedicated to establishing and implementing a robust corporate governance system that enables effective and transparent management across all operational aspects. The Company has well-defined policies and guidelines aligned with its values and governance practices, providing a clear decision-making framework. These policies are supported by a risk management framework to promote fairness, accountability, and transparency, reflecting the principles of good and transparent business.

Corporate Overview

Statutory Reports

Financial Statements

ANAND Code

of Conduct

Policy on Preservation and Archival of Documents

Corporate Social

Responsibility Policy

Prevention of Sexual Harassment Policy (POSH)

Dividend

Distribution Policy

Related Party Transaction Policy

Gabriel India Code of

Conduct

Policy on Determination of Materiality of Events

Policy on Control and Maintenance of Stationary

Policy on Prevention of Insider Trading

Annual Report 2022-23

45

4646

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

Annual Report 2022-23

47

Mrs. Anjali Singh

Executive Chairperson

Joined ANAND Group in 2005

Since 2011 serves as the Executive Chairperson of the Group Supervisory Board, ANAND

Executive Chairperson of Gabriel India since 2014

Mr. Manoj Kolhatkar

Managing Director

Joined Gabriel India in 2011

Prior to Gabriel India, served with the TATA Group for 22 years, including in senior roles

Mr. Atul Jaggi

Deputy Managing Director

Joined ANAND Group in 1999

Over 22 years of experience in core functions like Maintenance, Supplier Development, Corporate Quality, Manufacturing Excellence

Successfully managed the Two-andThree-Wheeler and Commercial Vehicles business units

Mr. Jagdish Kumar

Non-Executive Director

Joined ANAND Group in 2015

Group President & Group CFO, ANAND Group

Prior to ANAND, over

29 years of experience in leadership roles

at DuPont, TATA Consultancy Services and Ballarpur Industries Limited

Corporate Overview

Statutory Reports

Financial Statements

Mr. Pradeep Banerjee

Non-Executive Independent

Director

Associated with Unilever since 1980 and has worked across geographies (London, Singapore, India) and functions (Marketing, R&D and Manufacturing, Procurement and Supply Chain)

From 2010 -2019, he served as the Executive Director on the Board of HUL, and Vice President for Supply Chain for Unilever in South Asia

Ms. Matangi Gowrishankar

Non-Executive Independent

Director

Senior leadership roles in India & overseas with Standard Chartered Bank, Reebok, GE, Cummins and British Petroleum, UK

A qualified Executive Coach and specialist in Diversity, Equity & Inclusion

Deep experience in Leadership Development

• Organisation
  Transformation

Diverse board experience in India and overseas

Mrs. Pallavi Joshi Bakhru

Non-Executive Independent

Director

Fellow Member of The Institute of Chartered Accountants of India

Member of Indian Institute of Corporate Affairs

Head of the private client service offering at Grant Thornton in India and heads the UK Corridor

Recognised as one of the top 10 Women in Tax in India by the International Tax Review

Ms. Mahua Acharya

Non-Executive Independent

Director

Chief of Staff, CQuest Capital, LLC

Former Managing Director and Chief Executive Officer of Convergence Energy Services Limited, Government of India

Currently manages a carbon financed based energy transition platform with operations in 21 countries. Formerly led electric mobility initiatives for India, started and managed the largest electric bus programme across the world

Annual Report 2022-23

49

Corporate

Information

Board of Directors

Mrs. Anjali Singh

Executive Chairperson

Mr. Manoj Kolhatkar

Managing Director

Mr. Atul Jaggi

Deputy Managing Director

Mr. Jagdish Kumar

Non-Executive Director

Mr. Pradeep Banerjee

Non-Executive Independent Director

Ms. Matangi Gowrishankar

Non-Executive Independent Director

Mrs. Pallavi Joshi Bakhru

Non-Executive Independent Director

Ms. Mahua Acharya

Non-Executive Independent Director

Registered Office

29th Milestone, Pune-Nashik Highway,

Village Kuruli, Taluka Khed,

Pune - 410 501, Maharashtra

Tel.: 02135-610700/610757

Email:secretarial@gabriel.co.in

Corporate Identity Number

L34101PN1961PLC015735

Chief Operating Officers

Mr. Amitabh Srivastava

Mr. R. Vasudevan

Mr. Puneet Gupta

Chief Financial Officer

Mr. Rishi Luharuka

Company Secretary

Mr. Nilesh Jain

Bankers

HDFC Bank Limited

Citi Bank

ICICI Bank Limited

Kotak Mahindra Bank

Axis Bank

Statutory Auditors

Price Waterhouse Chartered Accountants LLP, Chartered Accountants, Pune

Manufacturing Locations

Plot No. 5, Sector II, Parwanoo - 173 220, Himachal Pradesh

NH8, 38th Milestone, Behrampura Road, Delhi-Jaipur Highway, Village Khandsa, Gurugram - 122 001, Haryana

5, Industrial Area No. 5, A.B. Road, Dewas - 455 001, Madhya Pradesh

C-5, Tata Motors Vendor Park, P.O. Vironchannagar, Taluka Sanand, Dist. Ahmedabad - 382 170, Gujarat

B2, MIDC, Ambad Industrial Area,

Nashik - 422 010, Maharashtra

29th Milestone, Pune-Nashik Highway, Village Kuruli, Taluka Khed, Pune - 410 501, Maharashtra

52-55, S.No. 102/3-106 (PT), SIPCOT Phase II, Moranapalli Village, District Krishnagiri, Hosur - 635 109, Tamil Nadu

Corporate Overview

Statutory Reports

Financial Statements

Annual Report 2022-23

51

About the Company

Gabriel India Limited ('Gabriel India' or the 'Company'), a leading auto component manufacturer, is widely recognised as one of India's most trusted and respected brands. Established in 1961, the Company has specialised in producing a diverse range of ride control products, including shock absorbers, struts, and front forks. The Company has expanded its product line over the years to meet the needs of top automotive Original Equipment Manufacturers ('OEMs') and diverse business segments.

Gabriel India's extensive presence across various business segments, including Two- and Three-Wheelers, Passenger Cars, Commercial Vehicles, Railways, and Aftermarket is a testament to its commitment to excellence and customer satisfaction. The Company has established long-term relationships with virtually every OEM and providing an attractive aftermarket portfolio across various product verticals, and has been steadily growing its export presence across six continents.

The flagship company of the ANAND Group, Gabriel India's success can be attributed to its unwavering focus on delivering high-quality products and its exceptional engineering capabilities. The Company's reputation for reliability and trust has made it a household name in the Indian market, and its commitment to innovation and customer satisfaction has positioned it as a leader in the auto component manufacturing industry. With a growing global presence and a diverse product line, Gabriel India is poised for continued success in the years ahead.

Global Economic Overview

The FY 2022-23 was marked by significant global events that had far-reaching consequences on the world economy. The escalation of the Russia-Ukraine war, China's decision to enforce lockdowns and its zero- COVID policy, and the European market slowdown due to inflation collectively resulted in a major global supply chain disruption - leading to extreme volatility in input prices. This uncertainty made it difficult for businesses to plan and prepare costing scenarios.

Despite these challenges, the International Monetary Fund ('IMF') projects a growth rate of 2.8% in the global economy in 2023, with an expected increase to 3% in 2024. While inflation has been a major concern, the IMF forecast indicates a decrease from 8.7% in the previous year to 7%

in the current year. A further decline to 4% is also predicted in 2024 as major economies tighten monetary policies and prices stabilise.

According to the IMF, core inflation rates are expected to decline to 5.1% this year as major economies experience a cooling down of inflation. While the US and Europe are expected to face significant economic challenges, Asia is projected to drive much of the global growth in 2023 due to ongoing reopening dynamics and relatively lower inflationary pressures compared to other regions. Despite the challenges and volatility in the global economy, the IMF's projections suggest a positive outlook in the coming years.

World Economic Outlook, April 2023: A Rocky

Recovery (imf.org)

Indian Economic Overview

India has proven to be a shining example of resilience in the face of global challenges, solidifying its position as a key driver of global economic growth In particular, the Indian economy experienced an impressive growth

Corporate Overview

Statutory Reports

Financial Statements

rate of 6.8% in 2022, making it the world's fastest- growing major economy, according to the IMF's April 2023 Global Economic Outlook. This growth can be partly attributed to the efforts of the private sector in enhancing transportation infrastructure, logistics, and the overall business ecosystem. India's record-breaking GST collection and import figures have also contributed to this growth, with the Indian Rupee weakening at a slower rate than expected, thus indicating a potential decrease in dependence on the US Dollar in the near future.

However, inflation has been a persistent concern in India, driven by input prices, which have caused the inflation rate to exceed the RBI's target of 6.7% in FY2022-23. To address this issue, the RBI raised interest rates quarterly, resulting in a slowdown in spending. In April 2023, the RBI maintained the status quo and held interest rates steady, allowing earlier rate hikes to take full effect. India also began purchasing oil from Russia at a lower price to manage inflation. These measures resulted in a drop in the inflation rate to a 16-months low of 5.7%, demonstrating India's progress in managing inflation.

Real GPD (%)

6.85.96.3

According to the IMF's April 2023 Global Economic Outlook report, the Indian economy is projected to grow at a rate of 5.9% in 2023, with further momentum expected in 2024, resulting in a growth rate of 6.3%. To sustain this growth, the Indian government is focusing on taxation to bolster economic growth. Increased tax collections will be used to finance infrastructure development programs such as Production-Linked Incentive (PLI) schemes and the PM Gati Shakti initiative. The government is also committed to maintaining fiscal responsibility by implementing

a medium-term framework for public finances. This balanced approach to growth-oriented policies and prudent fiscal management aims to support India's continued economic expansion while mitigating the risks of instability or unsustainable debt.

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53

Global Automotive Sector Overview

The automotive sector is rapidly transitioning towards cleaner and sustainable transportation, with various vehicle types like electric, hybrid-electric, and natural gas gaining prominence. Despite this, diesel and petrol vehicles will continue to play a crucial role, driven by demand from the transportation, commercial, and tourism sectors. The industry's growth is also fuelled by changing consumer preferences, sustainable policies, new technologies, and emerging markets.

Technological advancements have made the automotive industry highly competitive, leading to reasonable prices in the market. The global automotive market is valued at USD 20,85,778.43 million in 2022 and is expected to grow to USD 2,460.23 billion by 2028, exhibiting a CAGR of 2.8%. Additionally, the Industry 4.0 and Made in China 2025 proposals have created a new ecological environment for the manufacturing industry, further supporting growth in the sector.

Further, Europe and North America, with their strong economic and technological advancements, are home to several large automotive enterprises. These companies have considerable brand influence and market share, providing opportunities for the expansion of the automotive market in these regions.

The automotive industry is a critical driver of economic growth, continuously striving to meet evolving customer demands by embracing innovative technologies.

The availability of skilled labour, robust research and development centres, and cost-effective steel production has supported the sector globally. As the industry moves forward, it will continue to enhance its capabilities, rework its strategies, and build connectivity to sustain growth and meet the demands of the changing market.

Information

Source

Indian Automotive Sector Overview

According to the Society of Indian Automotive Manufacturers, the Indian automotive sector has emerged as the world's third-largest market, surpassing Japan, with 4.25 million vehicles sold in 2022. The growth of this sector can be accredited to factors such as increasing

disposable incomes, availability of credit and financing options, and a growing population.

Further, the Indian Government's industry-friendly policies and initiatives are expected to play a significant role in further fuelling these developments. For instance, the allocation of ₹ 3,000 Cr. to the Indian Semiconductor Mission will strengthen the auto component ecosystem and boost the auto components sector. Businesses are also working collaboratively with the government to develop hybrid vehicles as a transitional step towards fully electric models. In addition, the Government's release of funds to set up 7,432 public charging stations will significantly push EV adoption, making EV charging convenient and reducing range and charging time anxieties for EV owners. With a large workforce and potential for job creation, manufacturing growth could strengthen India's position in the global automotive industry.

Corporate Overview

Statutory Reports

Financial Statements

Annual Report 2022-23

55

Business Segments

Two-andThree-Wheeler

The Company boasts extensive experience in the 2W and 3W industry also positions itself as a leading 2W and 3W EV player as well. With a focus on supplying top-notch front fork and rear shock absorbers to the industry's biggest Original Equipment Manufacturers (OEMs), the Company's two-and three- wheeler segment saw impressive growth from 22% to record ₹ 1,834.4 Cr. in the fiscal year 2022-23, a significant jump from the previous year's

• 1,507.1 Cr. Generating about 64% of its total revenue, the Company's top three customers are TVS Motors, Yamaha, and Bajaj Auto.
  The Company's success can be primarily credited to its continuous endeavour to increase its market share currently 32% by attracting major customers and developing innovative products that meet industry's ever-changing needs. Gabriel India's products have established a strong presence in the market thanks to its high acceptance rate and superior quality.

Passenger Cars

Gabriel India's presence in the utility vehicle segment is steadily growing stronger, with the Company now holding a 33% market share in this high growth segment, compared to its overall market share of 23% in the passenger car market. This positions Gabriel India favourably within the growing segment of passenger cars, which has seen a notable increase in demand due to the introduction of new models by key customers, and a surge in the popularity of SUVs. One such key customer of the Company is Maruti Suzuki, which launched several successful programmes this year, contributing significantly to the volume increase. The Company has also established a major presence in the aftermarket segment of passenger cars, which saw a remarkable growth of 37% during the FY 2022-23, reaching a record

• 691 Cr., up from ₹ 503 Cr. the previous year.

The Company's top three customers are Maruti Suzuki, Volkswagen, and Mahindra & Mahindra, which highlights the Company's strong position in the market. Additionally, the Company has made significant progress towards future readiness by developing partnerships with major automotive companies such as MSIL, M&M, TML, TKM Private Limited, and VW.

Corporate Overview

Statutory Reports

Financial Statements

Commercial Vehicles and Railways

Gabriel India, a leading manufacturer of shock absorbers for commercial vehicles (CV), holds a remarkable market share of 89%. In the Railways segment, the Company has expanded its product line to serve all segments of Indian Railways, including the prestigious 'Vande Bharat Express', for which Gabriel India is the only qualified Indian supplier. While the Company had not previously supplied shock absorbers for electric locomotives, it has now fulfilled the development order for both the 'Vande Bharat Express' and the electric locomotives, marking a significant milestone in its growth and expansion.

The Company currently holds a dominant position in the commercial vehicle segment and has made a strategic decision to leverage this position

to pursue growth overseas. This expansion has already begun through its association with DAF, and efforts are underway to establish relationships with other customers as well. In the financial year 2022-23, the Company 's segment grew significantly by 42% to ₹ 357 Cr. compared to the previous year's ₹ 252 Cr. The Company's plans for future development include partnerships with Volvo, JBM, and a new electric vehicle customer, as well as two programmes for DAF. Among the top three customers are Tata Motors, Mahindra & Mahindra, and Ashok Leyland.

Aftermarket

Over the past 60 years, Gabriel India has established a dominant market position and an exceptional brand reputation in the aftermarket sector, catering to various types of vehicles, including 2W and 3W, passenger vehicles, and commercial vehicles. With a market share of more than 40%, Gabriel India has been leading the aftermarket segment to new heights of growth, with a remarkable 18% increase in sales-the highest ever recorded. The launch of new products has been a key driver of this impressive growth, including 203 SKUs in

FY 2022-23, and more than 1,355 SKUs in the last 5 years. Furthermore, the Company has successfully introduced 18 new product lines in recent years, with four more in the pipeline. Gabriel India is the only company present in all segments of the market, namely TW, PC, CV, and Railways, and has completed 4 IT-enablement projects in FY 2022-23. This growth is supported by an extensive distribution network spanning six continents, 11 CFAs, over 700 dealer networks, and around 20,000 retail outlets, backed by a highly efficient sales force.

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57

Financial Overview

Corporate Overview

Statutory Reports

Financial Statements

Shift towards Electric Vehicles: The Indian government's concerted efforts to promote electric vehicles are catalysing a major transformation in the country's passenger vehicle market. In response to this growing demand, automakers are rolling out electric vehicles in the Indian market, while the Government is offering incentives to encourage their widespread adoption. According to a report published by the International Energy Agency, India is projected to emerge as the largest market for electric vehicles worldwide by 2030, highlighting the significant momentum in the country's electric vehicle ecosystem.

Customer Preferences Shift Towards Premium Products: As income levels continue to rise and the number of affluent consumers in India also increases, the demand for premium passenger vehicles has significantly risen. These consumers are willing to pay more for vehicles' advanced safety features, superior comfort, luxury interiors, and advanced infotainment systems. In response to this trend, automakers are introducing premium models and variants of their popular passenger vehicle models, effectively catering to India's growing demand for premium passenger vehicles .

Infrastructure Development: Infrastructure development is a key focus for governments worldwide, with substantial investments being made towards constructing essential components such as roads, bridges, and highways. As a result, there has been a significant increase in demand for commercial vehicles, which play a vital role in transportation and logistics.

Government Policies: The commercial vehicle industry is likely to experience a substantial boost by implementing government policies, including incentives tailored to encourage the adoption of electric vehicles, scrappage programmes aimed at phasing out older vehicles, and regulations regarding load- carrying capacity. These policies can directly help the growth and progress of the commercial vehicle industry. The government can create a more sustainable and efficient transportation system by providing incentives that stimulate the adoption of electric vehicles and the elimination of older vehicles. Additionally, regulations concerning load- carrying capacity can help improve road safety and reduce wear and tear on infrastructure. Implementing these policies can contribute to a more prosperous and sustainable commercial vehicle industry.

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59

Threats

Rising Geopolitical Tensions: Over the past few years, geopolitical tensions have been on the rise, resulting in a range of issues impacting the global supply chain. For example, the Russia-Ukraineconflict has had a significant effect on the industry, as have high levels of inflation around the world, and banking crises in the USA. Such factors can cause input prices to increase, which directly impact the margins of companies and could also result in production delays. This highlights the importance of having a robust risk management plan to mitigate such events' impact on businesses.

Global Shortage of Semiconductors: Semiconductors play a vital role in microchips and are essential components used in the automotive industry, particularly in control units that regulate vehicle performance, airbags, and driving assistance systems. Despite the automotive industry's hopes of resolving the semiconductor shortage by 2022, leading manufacturers are still facing longer lead times. Experts predict that the shortage may persist well into 2024, posing significant challenges to the industry. The extended shortfall in semiconductor supply may lead to a delay in production schedules, an increase in input costs, and lower profit margins for the automakers.

Change in Consumer Behaviour: Consumer buying patterns have changed due to the unstable global economy, price inflation, and the state of financials and public health. In 2021, buying a car from dealerships became difficult due to year-longwait periods, but automakers transitioned their inventories to an order- based model and made car purchases experience digital. However, geopolitical tensions have reversed progress automakers had made. Car firms need to secure reliable raw materials, parts, and components, establish centralised production models, and collaborate with governments and financial institutions to introduce new incentives to address the challenges in the automobile sector.

Risks and Concerns

Having a robust risk-management framework is a crucial aspect of Gabriel India's business strategy. As is the case with many automotive companies, the Company is exposed to various operating business risks. However, the Company proactively monitors these risks and takes corrective actions to mitigate them. To prevent risks from arising in the first place, the Company has an independent and dedicated Enterprise Risk Management (ERM) system in place that identifies, manages, and mitigates business risks. Gabriel India takes an integrated approach to minimise risk and conducts proper assessments to maximise growth. The Company's success relies on its ability to identify and capitalise on opportunities generated by its business and the markets that it operates within. By managing the associated risks, the Company strives to strike a balance between its growth and return goals and the related risks.

Human Resources

At Gabriel India, the Company attributes its success to its dedicated and resilient employees, who have been instrumental in propelling the Company to new heights. As a testament to the Company's commitment towards its workforce, Gabriel India has continuously enhanced its HR-related processes, practices, and systems to further align with its organisational objectives. Through on-the-job training, workshops, and external training programmes, the Company ensures that its employees receive adequate training and development opportunities to help them grow professionally. The Company's ability to attract and retain top-notch talent has been instrumental in furthering its business. The Company maintains cordial industrial relations, and its employees enjoy the strong support of the ANAND Group management in ensuring their safety and well-being.

Corporate Overview

Statutory Reports

Financial Statements

Employee Composition of the Company

Total number of employees

The average age of employees

Average employee experience

• of the Company's employees covered through training programme

Total investment made on training and development programme (` in Cr.)

Revenue per employee (` in Cr.)

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61

Environment, Health and Safety

At Gabriel India, sustainability is not just an afterthought but a core value of the organisation. The Company firmly believes that conducting responsible business is essential to achieving comprehensive economic growth and sustained social development. This is why Gabriel India prioritises promoting sustainability through leading initiatives in Environmental, Social, and Governance (ESG) areas. These efforts reflect the Company's unwavering commitment to sustainability and responsible business practices.

Gabriel India Limited has ensured that all of its plants are ISO 45001 certified for Health and Safety, with dedicated EHS officers in each plant to ensure compliance. Employees are continuously trained for EHS in accordance with ISO14001/ISO45001 certifications. The Company also monitors training hours during business review meetings and conducts regular EHS training at the shop floor. Induction training for new employees is also routine.

Gabriel India's Carbon Footprint

GHG (million kg)

Production (nos. in million)

Corporate Overview

Statutory Reports

Financial Statements

Sustainable Business Practices

Gabriel India is a company that prioritises the environmental and social impact of its operations. The Company's goal is to become a top producer of ecologically friendly automotive components in India. In order to achieve this, the Company has implemented a number of greener practices at its facilities by adopting technical and functional controls. An example of this is the Company's Zero Liquid Discharge effluent treatment facilities at its Hosur, Chakan and Nashik plants. The Company strongly emphasises efficiency, resource conservation, and the use of renewable energy to minimise its carbon footprint. The Company's Sanand facility has received the Indian Green Building Council's (IGBC) 'Green Factory Building Certification-Silver', which is evidence of its steadfast commitment to sustainability.

Approach towards Materiality

Gabriel India conducted a comprehensive materiality assessment during the reporting year to enhance its relationships with stakeholders and gain insights into their expectations. The study was conducted following extensive meetings with the senior leadership team and involved gathering feedback from employees, vendors, investors, customers, and community representatives via a materiality survey. This exercise helped the organisation identify and prioritise environmental, social, and governance issues essential to the Company's long-term sustainability and resilience. The Company's ESG strategy and corresponding initiatives tackle these priority challenges through improvement plans, indicators, short-term and long-term goals, targets, and enabling policies. The Company intends to evaluate and update its materiality regularly.

Internal Control Systems and their Adequacy

The Company proactively manages its operating business risks through regular monitoring and corrective actions. The Company has established proper and adequate internal control systems that align with the size and nature of

its operations. These systems ensure that all assets are safeguarded and transactions are appropriately authorised, recorded, and reported.

The internal control systems are designed to ensure that the financial and other records are reliable and accurately reflect the Company's business operations. The Audit Committee convenes every quarter to review and discuss the various Internal Audit reports, closure of agreed actions, and compliance with the audit plan. This ensures that the Company always complies with regulatory requirements and that all operations are executed with transparency and accountability.

Outlook

Gabriel India, a leading manufacturer of shock absorbers, has been a global player in its industry. The Company has set its sights on achieving a place in the top 5 shock absorber manufacturers globally, and is working tirelessly towards realizing this vision. In addition to its core business of shock absorber manufacturing, the Company is also considering diversification as a means of expanding its business. This strategic move will enable the Company to tap into new markets and explore new opportunities for growth. With a clear focus on innovation and customer satisfaction, the Company is well-positioned to achieve its ambitious goals and maintain itself as a dominant player in the global market for shock absorbers. The Company's commitment to excellence, coupled with its strong leadership team and talented workforce, makes it a force to be reckoned with in the automotive industry and beyond.

Cautionary Statement

Statements made in the Management Discussion & Analysis describing the Company's objectives, projections, estimates, and expectations may be 'forward-looking statements' within the meaning of applicable securities Laws & Regulations. Actual results could differ from those expressed or implied. Important factors that could make a difference to the Company's operations include economic conditions affecting demand, supply and price conditions in the domestic and overseas markets in which the Company operates, changes in the Government regulations, tax laws, and other statutes, and other incidental factors.

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63

DIRECTORS REPORT

To,

The Members,

Your Directors present the 61st Annual Report on the business and operations of Gabriel India Limited ('the Company'), along with the Audited Financial Statements for the financial year ended March 31, 2023.

FINANCIAL RESULTS

(Amount in ₹ million)

Your Company recorded net sales of ₹ 29,421.42 million in financial year 2022-23 as compared to ₹ 23,104.55 million in financial year 2021-22, a growth of 27.34%. It reported a 46.43% growth in EBITDA to ₹ 2,136.88 million, largely due to volume growth across all business units viz. 2&3 Wheelers, Passenger Cars, Commercial Vehicles and Aftermarket. The Company's Profit before tax stood at ₹ 1,779.08 million, an increase of 40.68% over financial year 2021-22. Profit after tax of the Company was pegged at ₹ 1,323.53 million compared

to ₹ 895.15 million in the financial year 2021-22. The EPS increased to ₹ 9.21 per share in financial year 2022-23 from ₹ 6.23 per share in the financial year 2021-22.

BUSINESS OUTLOOK

FY 2022-23 was marked by global events causing significant disruptions to the world economy, including the Russia- Ukraine conflict, China's lockdowns, and the European market slowdown. These led to supply chain disruption and volatile input prices, making cost planning challenging. IMF projects a slight contraction in global economic growth from 3.4% in 2022 to 2.8% in 2023 and 3.0% in 2024. But emerging markets show promising prospects estimated at 3.9% in 2023 and an anticipated increase to 4.2% in 2024.

India showcased resilience with a remarkable 6.8% growth rate, becoming the fastest-growing economy. The government's taxation focus aims to drive economic growth and infrastructure development. The automotive sector emerged as the world's third-largest market, with 4.25 million vehicle sales. Challenges in the entry-level segment were offset by strong demand for higher-priced cars, SUVs, and premium models. Further, commercial vehicles grew by 34%, and the EV market achieved 1 million sales. Overall, it has been a positive year for the Company.

Key Focus Areas: Company's commitment to cultural transformation and leadership empowerment drives sustainable growth in the past 62 years. This reinforces customer and stakeholder relationships through sustainable practices and prudent financial management. Investments in manufacturing excellence and research and development further has strengthened the roots, establishing it as a trusted industry partner. Additionally, the comprehensive three- year localisation plan strengthens the Company's presence, improves efficiency, and enhances customer engagement.

OPERATIONS

Throughout the full year, the Company experienced exceptional performance, achieving its highest-ever revenue, aligning with the overall success of the auto industry. The Company's strategic alliance with Inalfa Roof System represents its entry into the burgeoning automotive sunroof segment, demonstrating its dedication to India's transformative auto Sector. With an unwavering commitment to innovation and technology, the Company has strategically positioned itself at the forefront of the automotive industry's transformative shifts. Leveraging remarkable growth in the SUV segment and

Corporate Overview

Statutory Reports

Financial Statements

maintaining a dominant market share exceeding 60% in the EV 2W sector, the Company is well-prepared to seize emerging opportunities and sustain its ongoing success in the dynamic market landscape.

CHANGE IN NATURE OF BUSINESS

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

MATERIAL CHANGES AND COMMITMENTS

During the year under review no material changes and commitments occurred between the end of the financial year as on March 31, 2023, and the date of this report which affects the financial position of the Company.

CREDIT RATING

Your Company has obtained the credit rating from CRISIL Limited ("CRISIL') for its banking facilities. The agency has reaffirmed the Company's rating as CRISIL AA/Stable for Long Term facilities.

DIVIDEND

During the year under review your directors declared an interim dividend of ₹ 0.90 per equity share of ₹ 1 each (previous year

• 0.55 per equity share of ₹ 1 each). This dividend amounted to ₹129.28 million (Previous year ₹ 79.00 million). This was distributed to shareholders, whose names appeared on the Register of Members as on November 18, 2022.

TRANSFER TO RESERVES

The closing balance of the retained earnings of the Company for the financial year 2022-23, after all appropriations and adjustments was ₹ 7,899.18 million.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, in terms of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 following dividend, corresponding shares and matured deposits along with the accrued interest were transferred to the Investor Education and Protection Fund following a due notice to the members. The same can be claimed by the respective investor through submission of Form IEPF-5.

The list of shareholders is available on Company's website at URL: https://www.anandgroupindia.com/gabrielindia/investors/investor-information/.Future cash benefits like dividends to such transferred shares shall be transferred by the Company to bank account of IEPF authority.

1. Details of unclaimed/unpaid dividend and Corresponding shares transferred to IEPF:

2. Details of matured fixed deposit along with interest accrued thereon transferred to IEPF:

Your directors further recommended for the approval of shareholders a final dividend of ₹ 1.65 per equity share of ₹ 1 each (previous year ₹ 1.00 per equity share of ₹ 1 each). This proposed dividend will amount to ₹ 237.01 million (previous year ₹ 143.64 million). Income Tax Act, 1961, ('the IT Act') as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 01, 2020, shall be taxable in the hands of members hence the dividend payout is exclusive of dividend distribution tax. The dividend, subject to its declaration, will be distributed to shareholders whose names appear on the Register of Members on Monday,

August 07, 2023.

The Company also has its Dividend distribution Policy which has been approved by the Board of Directors. The said policy is available on the Company's website at URL:

https://www.anandgroupindia.com/gabrielindia/investors/ corporate-governance/

1. Month for which No. amount was
   transferred

1. April-2022
2. May-2022
3. June-2022
4. July-2022
5. August - 2022
6. September - 2022
7. October -2022
8. November - 2022
9. December - 2022
10. January - 2023
11. February - 2023
12. March - 2023

Amount of

Unclaimed

Matured

Deposit ( ₹ )

-

10,000

25,000

-

-

11,000

-

-

-

-

-

-

Amount of

Unclaimed

Interest ( ₹ )

-

135

584

17,561

249

7,618

12,392

89

1,953

14,525

1,070

235

Annual Report 2022-23

65

3. Details of resultant benefit arising out of shares already transferred to IEPF:

DEPOSITS

The Company has discontinued the acceptance of deposits with effect from November 09, 2015. Accordingly, no further deposits shall be accepted by the Company under the said scheme. The deposits already accepted under the said scheme up to November 07, 2015, were served till their applicable tenure. The details pertaining to deposits is as under:

SHARE CAPITAL

The issued, subscribed and paid-up equity share capital as on March 31, 2023 was ₹ 143.64 million comprising of 14,36,43,940 Equity Shares of ₹ 1 each. During the year under review, the Company did not issue any shares and did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on March 31, 2023, are as mentioned below:

S.

No.

i

ii

iii

Details

Public deposits accepted during the year

Deposits that remained unpaid or unclaimed as at the end of the year

Whether there has been any default in repayment of deposits or payment of Interest thereon:

Amount (₹ in million) /

Remark

-

0.07

-

-

S.

No.

1

2

Particulars

Mrs. Anjali

Singh

Mr. Manoj

Shareholding

6,41,942 equity shares

4,000 equity shares

% of shareholding

0.45

0.003

iv

Details of deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013

-

-

3

Kolhatkar

Mrs. Pallavi

Joshi Bakhru

22,500 equity shares

0.016

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, 5 Board Meetings and 4 Audit Committee meetings were convened and held, the details of which are given in the Corporate Governance Report forming part of this

SUBSIDIARY, JOINT ARRANGEMENTS AND ASSOCIATE

COMPANIES

On May 09, 2023, the Company had acquired 100% equity shares of Inalfa Gabriel Sunroof Systems Private Limited ('IGSSPL'), a Company incorporated under the Companies Act, 2013 having its registered office at Chennai, Tamil Nadu to make it a Wholly Owned Subsidiary ('WOS') to undertake business of engineering, designing, developing, manufacturing, assembly, marketing, sales and distribution of the automotive sunroofs, related child parts and other allied activities.

The Company shall be executing a Joint Venture Agreement with Inalfa Roof Systems Group B.V., a corporation incorporated under the laws of The Netherlands ('Inalfa'). Inalfa shall acquire 51% of the equity shares of IGSSPL after receiving requisite approvals (including requisite corporate, statutory, and regulatory approvals) resulting into an equity shareholding ratio of Inalfa and the Company as 51:49, respectively.

Annual Report. The intervening gap between the meetings did not exceed the period 120 days as prescribed under the Companies Act, 2013.

COMMITTEES

The Company has the following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.

• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee

The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Board's Report

Corporate Overview

Statutory Reports

Financial Statements

Directors Report (Contd.)

MANAGEMENT

1. Directors
   As on March 31, 2023, there were eight Directors on the Board of the Company, consisting of 1 Executive Chairperson, 2 Executive Director, 1 Non- Executive Director and 4 Independent Directors.

In accordance with Article 128, 129 and 130 of the Articles of Association of the Company and Section 152(6)(d) and (e) of the Companies Act, 2013, Mr. Atul Jaggi retires by rotation and being eligible, offers himself for reappointment.

1. Name of Director
   No.
   1 Mrs. Anjali Singh

1. Mr. Manoj Kolhatkar
2. Mr. Atul Jaggi
3. Mr. Jagdish Kumar
4. Mr. Aditya Vij**
5. Mr. Pradeep Banerjee*
6. Ms. Matangi Gowrishankar
7. Mrs. Pallavi Joshi Bakhru
8. Ms. Mahua Acharya***

DIN

02082840

03553983

07263848

00318558

03200194

02985965

01518137

01526618

03030535

Position

Executive

Chairperson

Managing

Director

Deputy

Managing

Director

Non-

Executive

Director

Non-

Executive

Independent

Director

Non-

Executive

Independent

Director

Non-

Executive

Independent

Director

Non-

Executive

Independent

Director

Non-

Executive

Independent

Director

• Mr. Pradeep Banerjee was re-appointed for a second term of 2 years as a Non-Executive Independent Director of the Company w.e.f. December 14, 2022.
• Mr. Aditya Vij ceased to be a Non- Executive Independent Director on March 30, 2023, upon completion of two consecutive terms as an Independent Director.
• Ms. Mahua Acharya was appointed as an Additional Non- Executive Independent Director w.e.f. March 31, 2023, and her appointment shall be regularised by the members of the Company by passing resolution through postal ballot.

COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

The Company has in place a Nomination and Remuneration Policy which was duly approved by the Board in the financial year 2014-15. The remuneration, in all forms, paid to the Executive Directors was in compliance with the said Policy. The remuneration to Non-Executive Independent Directors

Annual Report 2022-23

67

in the form of commission and sitting fees was also paid in terms of the said Policy. The disclosure of the details of the Nomination and Remuneration Policy forms part of the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Disclosures relating to Loans, Guarantees or Investments, as defined under Section 186 of the Companies Act, 2013, forms part of the Notes to the Financial Statement.

VIGIL MECHANISM

A Vigil Mechanism in the form of an Ethics Helpline and Whistle Blower Policy was established by the Company to trace and deal with instances of fraud and mismanagement. The details/report for the same was directly reported to the Audit Committee Chairman. A brief note on the Whistle Blower Policy is disclosed in the Corporate Governance Report. The full text of Policy is available on Company's website at URL : https://www.anandgroupindia.com/wp-content/uploads/2018/01/Gabriel-India-Whistle-Blower-Policy.pdf

INTERNAL CONTROLS AND SYSTEMS

The Company has established adequate internal control systems and vigilance systems to commensurate with the size of the business, nature of the business and risk management which are continuously evaluated by professional internal and statutoryauditorsofrepute.TheCompanycontinues toimprove the present internal control systems by implementation of appropriate policy and processes evaluated based on the Enterprise Risk Management, Internal Financial Controls and Internal Audits. Adequate benchmarking is done to upgrade the same from time to time and such update is based on the changes in the risk factors, probability and impact to the organisation. The Company has in place an adequate system to ensure effectiveness, efficacy of operations, compliance with applicable legislation, safeguarding of assets, adherence to management policies and promotion of ethical conduct.

A dedicated legal compliance cell ensures that the Company conducts its business with high standards of legal, statutory and regulatory compliances. The Audit committee reviews the internal control systems and procedures quarterly. The Company maintains a system of Internal Financial Controls ('IFC') designed to provide a high degree of assurance on various business areas such as Inventory, Procure to Pay, Record to Report, Legal, Order to Cash, Fixed Assets, Human Resource, Information Technology regarding effectiveness and efficiency of operations, reliability of financial controls

and compliance with laws and regulations. This is done by recording the results of key manual controls status across the Company and retaining the back-up of the same in a common secured server for future reference. The Audit committee periodically evaluates internal financial controls and risk management system.

BUSINESS RISK MANAGEMENT

Like any other industry, the Company faces several business risks. The Company's business is exposed to internal and external risks which are identified and revisited every year. For proper risk management, the Company has Risk Management Policy and a well-defined Risk framework comprising of Risk Governance, Risk Enabled Strategic Processes, Risk Enabled Operational Processes, Coordinated Risk Assurance and Technology Enablement. A Risk Management Committee formed and comprising of two Non-Executive Independent Directors and one Non-Executive Director meets every quarter to monitor various components of the risk framework in compliance to Risk Management Policy, review progress of actions planned and an update of the same is presented to the Board members. The Company has taken necessary actions for risk mitigation in the financial year 2022-23.

The key risks of the organisation are as under. The Company has plans to mitigate the same.

Industry Risk

The Company has customer relationships with a large number of OEMs in all business segments - 2&3 Wheelers, Passenger cars, Commercial vehicles and Railways which has substantially mitigated industry risk. Additionally, the Company is continuously widening its exports and aftermarket presence.

Competition Risk

The Company is working closely with customers to develop products collaboratively for their upcoming models. The Company has identified cost leadership as one of the key drivers to combat competition and is working aggressively to retain its cost competitiveness.

The Company is investing in automation and process upgradation, thus strengthening margins in the process. The Company invested in renewable energy with the objective to moderate costs in long term. Company is investing at locations close to customer's location to garner new businesses.

The Company has drawn a technology road map and has taken up various projects under automation initiative to manage and mitigate technology risk arising due to dated software, lack of automation and high dependency of manual efforts.

Corporate Overview

Statutory Reports

Financial Statements

For improvement of quality, initiatives such as COPQ 2.0 and AHQ have been implemented to aid in managing and mitigating risk of sub-standard product quality that may result in reduction of export volumes / increasing warranty costs.

The Company has developed plan with quarterly targets focusing on developing new products to ensure increase foothold in the market in line with long term strategic plans.

Procurement Risk

The Company has a rationalised vendor base to enhance purchasing efficiencies. The Company has successfully minimised excessive dependence on specific vendors. This was achieved by way of strategic partnerships, alternate sourcing, and vendor consolidation for high-risk vendors.

The Company continues to use e-sourcing to get additional cost reductions from existing / new vendors on a regular basis. Annual cost reduction workshops are continuing to give new avenues to control the raw material costs. Import localisation has helped the Company to reduce strain on margins due to competitive pricing.

Export Risk

The Company commissioned a full-fledged Two Wheelers R&D Centre at Hosur in December 2013 and strengthened its R&D capabilities in its Passenger Cars, Commercial Vehicles and Railways Business Unit at Pune. A modern R&D Technology Center for Passenger Cars and Commercial Vehicles product development was established at Chakan, Pune.

The Company has set up a dedicated team to focus on exports for the regions of South Asia, ASEAN, the Middle East and Latin America. The Company is constantly working on upgrading it's manufacturing processes to meet higher product standards for the exports business.

Compliance Risk

The Company has adequate controls to ensure that all transactions are correctly authorised, recorded and reported. Its internal control system is supplemented by an extensive array of internal audits, reviews of findings and assessment of improvement opportunities across business processes, systems and controls. The Company has established compliance software across all Plants and at its registered office to ensure the same. The Company has identified additional risk of statutory and EHS compliance at key vendors for continuous monitoring.

Contingency Risk

This risk can arise due to unanticipated contingencies which

may arise due to internal or external factors. The Company has defined Business Continuity Plan ('BCP') and Disaster Recovery Plan ('DRP') to ensure smooth running of business and operation, safeguarding of the assets, employee/ people/ visitor health safety and compliances. Adequate controls are updated and documented based on the risk factors, government guidelines, notifications issued from time to time. BCP plan outlines the procedures for immediate management level responses to manage the crisis which includes business recovery strategies. DRP plan outlines specific procedures required to recover and restore critical IT systems during such unanticipated disruptive events.

FRAUDS REPORTED BY AUDITOR

During the year under review, no instance of fraud in the Company was reported by the Auditors.

EXPLANATION IN RESPOSE TO THE AUDITORS' QUALIFICATION

During the year under review, neither Statutory Auditor nor Secretarial Auditor and Cost Auditor reported any qualifications, reservations, or adverse remarks in their respective reports.

CONTRACT AND ARRANGEMENT WITH RELATED PARTIES

During the year under review, the Company has not entered into any contract/ arrangement/ transaction with related parties which were either not at an arm's length or not in the ordinary course of business and further could be considered material in accordance with the Policy of the Company on materiality of related party transactions. Hence, there is no information to be provided in Form AOC-2, while the particulars of all related party transactions in terms of IND AS 24 forms part of Notes to the Financial Statements provided in this Annual Report.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions was revised in line with the amendment in SEBI (LODR) 2015 and the same is available on the Company's website.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts having competent jurisdiction, which could have an impact on the business of the Company under the going concern concept.

Annual Report 2022-23

69

Directors Report (Contd.)

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

CORPORATE GOVERNANCE REPORT

A separate section on Corporate Governance is included in the Annual Report and the certificate from the Secretarial Auditors, confirming the compliance of conditions of Corporate Governance, as stipulated under SEBI (LODR), 2015 is annexed thereto.

MANAGEMENT DISCUSSION ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI (LODR), 2015, the Management's Discussion and Analysis Report is set out in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company's Corporate Social Responsibility Policy is hosted on the website of the Company. The Company has a CSR Committee to monitor adherence to Corporate Social Responsibility Policy and to track transactions related to Ongoing / Non-ongoing projects etc. A detailed report on the CSR activities inter- alia disclosing the composition of CSR Committee and CSR activities is attached as Annexure 'B-I' to this Report. Certification by Chief Financial Officer on disbursement and utilisation of Corporate Social Responsibility funds is attached as Annexure 'B - II' to this Report.

The disclosure pertaining to the constitution of committee and number of meetings held during the year forms part of the Corporate Governance Report which is a part of Annual Report.

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

As required under Section 134(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules 2014, information relating to the foregoing matters is attached as Annexure 'C' to this Report.

PREVENTION OF SEXUAL HARASSMENT POLICY

The Company has zero tolerance for sexual harassment at workplace. The Company has in place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention,

Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Through the Policy, the Company has constituted a committee and established a grievance procedure through Internal Complaints Committee ('ICC') for protection against victimisation.

During the year under review no complaint of sexual harassment was raised.

The Company is committed to providing a healthy environment to all its employees conducive to work without the fear of prejudice and gender bias.

AUDITORS

Statutory Auditors

In 59th Annual General Meeting held on August 04, 2021, Price Waterhouse Chartered Accountants LLP (PWC), were appointed as Statutory Auditors of the Company for a period of five years till the conclusion of the 64th Annual General Meeting of the Company.

Secretarial Audit

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 appointed KPRC & Associates, a firm of Company Secretaries in practice, to undertake the Secretarial Audit. The self-explanatory Report of the Secretarial Audit is attached as Annexure 'D' to this Report.

Cost Audit

In terms of the provisions of Section 148 of the Companies Act, 2013, the Company is required to have the audit of its cost records conducted by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Dhananjay V. Joshi and Associates, Cost Accountants, Pune as Cost Auditors (Registration No. 00030) of the Company for financial year 2022-23 to conduct cost audits for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014. On recommendation of the Audit Committee, the Board has recommended to the members, as per resolution set in item number 4 of the Notice of the forthcoming Annual General Meeting, the remuneration payable to the said Cost Auditors. M/s. Dhananjay V. Joshi and Associates, have, under Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their eligibility and consent for appointment. The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of the Companies Act, 2013.

Corporate Overview

Statutory Reports

Financial Statements

ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 the Annual Return for financial year 2022-23 is available on Company's website at URL : https://www.anandgroupindia.com/gabrielindia/investors/annual-reports/

PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other detail as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 'E'.

Statement containing particulars of top 10 employees and particulars of employees as required under Section 197

1. of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on Company's website at URL :https://www.anandgroupindia.com/gabrielindia/investors/annual- reports/

In furtherance to the above, Mrs. Anjali Singh, Whole-time Director of the Company has received remuneration from Asia Investments Private Limited, its holding company, during the financial year 2022-23.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) of the Companies Act, 2013:

1. In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, to give a true and fair view of the state of affairs of the Company at the end of the financial year March 31, 2023 and of the Profit of the Company for that period.

1. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing / detecting fraud and other irregularities.
2. The Directors have prepared the annual accounts on a going concern basis.
3. The Directors have laid down internal financial controls followed by the Company and that such financial controls are adequate and operating effectively.
   The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS

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

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL INSTITUTION ALONGWITH THE REASONS THEREOF

There are no such events occurred during the period from April 01, 2022 to March 31, 2023, thus no valuation is carried out for the one-time settlement with the Banks or Financial Institutions

ACKNOWLEDGEMENTS

Your Directors wish to thank the collaborators, technology partners, financial institutions, bankers, customers, suppliers, shareholders and employees for their continued support and co-operation.

Annual Report 2022-23

71

DECLARATION UNDER SECTION 149(7) OF THE COMPANIES ACT, 2013 AND REGULATION 25(8) OF SEBI (LODR), 2015:

We, Pradeep Banerjee, Matangi Gowrishankar, Pallavi Joshi Bakhru and Mahua Acharya being the Independent Directors of Gabriel India Limited ('the Company') hereby acknowledge, confirm and declare that:

1. We are or were not promoter of the Company or its holding, subsidiary or associate ompany or member of the promoter group of the Company; nor are we related to promoter or directors in the Company, its holding, subsidiary or associate Company.
2. We do not have or had any pecuniary relationship, other than remuneration as director nor have transaction exceeding ten percent of our total income or such amount as may be prescribed, with the Company, it's holding, subsidiary or associate Company or their promoters or directors, during the three immediately preceding financial years or during the current financial year.
3. None of our relatives:
4. 1. is holding securities of or interest in the Company, its holding, subsidiary or associate Company during the three immediately preceding financial years or during the current financial year of face value in excess of fifty Lacs rupees or two percent of the paid-up capital of the Company, its holding, subsidiary or associate Company, respectively, or such higher sum as may be specified.
   2. is indebted to the Company, its holding, subsidiary or associate Company or their promoters, or directors, in excess of an amount of fifty Lacs rupees, during the three immediately preceding financial years or during the current financial year;
   3. has given a guarantee or provided any security in connection with the indebtedness of any third person to the Company, its holding, subsidiary or associate Company or their promoters, or directors of such holding company, for an amount of fifty
      Lacs rupees, during the three immediately preceding financial years or during the current financial year; or

1. 1. has any other pecuniary transaction or relationship with the Company, or its subsidiary, or its holding or associate Company, amounting to two percent or more of its gross turnover or total income or fifty lacs rupees or such higher amount as may be prescribed from time to time, whichever is lower.
2. We ourselves nor any of our relatives :
3. 1. Hold or has held the position of key managerial personnel or is or has been an employee of the Company or its holding, or subsidiary or associate Company or any Company belonging to the Promoter group of the Company in any of the three financial years immediately preceding the financial year in which we were appointed;
   2. are or has been an employee or proprietor or partner, in any of the three financial years immediately preceding the financial year in which we were appointed, of -
   3. 1. A firm of auditors or Company secretaries in practice or cost auditors of the Company or its holding or subsidiary or associate company; or
      2. Any legal or consulting firm that has or had any transaction with the Company, or its holding or subsidiary or associate Company amounting to ten per cent or more of the gross turnover of such firm;
   4. holds together two per cent or more of the total voting power of the Company;
   5. are Chief Executive or Director, by whatever name called, of any non-profit organisation that receives twenty five percent or more of its receipt or corpus from the Company, any of its promoters or directors or its holding or subsidiary or associate Company or that holds two percent or more of total voting power of the Company;
   6. are material supplier, service provider or customer or a lessor or lessee of the Company.
4. We are not less than 21 years of age.
5. We are not a non-independent director of another Company on the board of which any non-independent director of the Company is an independent director.

7272

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

1. We possess appropriate skills, experience and knowledge in one or more discipline(s) related to the Company's business.
2. We meet the criteria of independence as provided in clause
   (b) of sub-regulation (1) of regulation 16 of SEBI (LODR), 2015 and that we are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact our ability to discharge duties with an objective independent judgment and without any external influence.

1. We are registered with Indian Institute of Corporate Affairs for inclusion of our name in the data bank of
   Independent Directors and confirm to renew the same within prescribed period from the date of expiry of said registration.

Annual Report 2022-23

73

The Corporate Social Responsibility ('CSR') Committee of the Company was constituted on May 14, 2014 in terms of provisions of Section 135 of the Companies Act, 2013 ('the Act') read with the Companies (Corporate Social Responsibility), Rules 2014 ('the Rules').

1. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY

Pursuant to amendment in Section 135 of the Act and the Rules framed thereunder it was a mandatory commitment for a corporate to contribute and operate in an economically, socially and environmentally sustainable manner and also establish a Corporate Social Responsibility Policy ('CSR Policy') with an 'Aim and Objective' and guiding principles for selection, implementation, and monitoring of the activities and a Committee to track the transactions relating to CSR initiatives. Hence, it is a continuing commitment for a Company to perform ethically and contribute to economic development of the society. CSR, therefore, is not a mere philanthropic activity but also comprises of activities that require a Company to integrate social, environmental and ethical concerns into the Company's vision and mission through such activities.

The brief details of CSR projects / programmes / activities undertaken by the Company in terms of Schedule VII to the Companies Act, 2013 through SNS Foundation are enlisted below:

1. Education to school students from government / low grade private schools
2. Scholarships to promote education
3. Skill development for youth's in NSDC Healthcare Sector

2. COMPOSITION:

The CSR Committee consists of the following members as on March 31, 2023:

Members of the CSR committee are eminent professionals and financially literate.

MEETINGS

Four CSR committee meetings were held during the financial year 2022-23, details of which are as under:

1. Facilitated bank credit to initiate livelihood activity
2. Mobile medical services to promote health care
3. Daily sanitation services for rural development
4. Infrastructure development for School to promote education
5. Construction at Tribal residential school to promote education
6. Supported government authorities to maintain public parks for environmental sustainability

1. WEB-LINK
   Composition of CSR Committee, CSR Policy and CSR projects approved by the Board are disclosed on the website of the Company at URL: https://www.anandgroupindia.com/wp-content/uploads/2018/01/
   Corporate-Social-Responsibility-Policy-2021.pdf
2. IMPACT ASSESSMENT
   Impact assessment is not applicable to the Company as the obligation on the contribution to CSR activities is less than ` 10 Cr.

7474

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

20.71

-

NA

NA

-

NA

S.

No.

Particulars

Amount

i)

ii)

iii)

iv)

v)

Two percent of average net profit of the Company as per sub-section (5) of section 135

Total amount spent for the Financial Year

Excess amount spent for the Financial Year [(ii)-(i)]

Surplus arising out of the CSR projects or programmes or activities of the previous Financial Years, if any

Amount available for set off in succeeding Financial Years [(iii)-(iv)]

20.71

20.71

-

-

-

Annual Report 2022-23

75

Amout

spent in the financial year

Amount transferred to a Fund as specified under Schedule VII as per second proviso to subsection (5) of section 135, if any

Amount

remaining to be spent in the financial years

Deficie

ncy, if

any

1

2

3

2021-22

2020-21

2019-20

-

4.70

-

-

1.40

-

-

0.08

-

-

NA

-

-

NA

-

-

1.42

-

-

-

-

S.

No.

Details of entity/ Authority/

beneficiary of the registered owner

Corporate Overview

Statutory Reports

Financial Statements

Annual Report 2022-23

77

7878

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

2. RESEARCH AND DEVELOPMENT (R&D)

1. Specific areas in which R&D was carried out by the Company:
2. 1. Development of semi-active continuously adjustable electronic control shock absorbers for electric passenger vehicles
   2. Development of shock absorbers for multinational OEM railway dampers
   3. Joint development with global OEM platforms for shock absorbers
   4. Improvement is design activities to address new safety regulations
   5. Product light-weighting to support energy efficiency of vehicles
   6. Cost reduction activities to improve competitiveness of products
   7. Development of shock absorbers for new generation of Passenger cars
3. Benefits derived as a result of the above R&D:
4. 1. Meeting new regulations for vehicle product requirements
   2. Improve business wins with multinational OEMs
   3. Customer delight
   4. Cost reductions

Inputs are captured from following stake holders to identify R&D objectives and thrust areas:

1. 1. Global Technology trends
   2. Customer feedback on existing and future products
   3. Business goals & objectives
   4. Gabriel India's Vision
   5. Gabriel India's cross-functional teams
2. Plan of action:
   Realise Gabriel's Vision of being market leader in passengers, cars, commercial vehicles and railways by improving customer satisfaction through product design & development, increase Product validation test & simulation capabilities for products, introducing cost competitive products. The center aims to provide a superior product engineering

experience to meet future needs of electric & ICE mobility, by focusing on :

1. Delivering exciting products to meet current & future needs of customers.
2. Design optimisations to reduce and reuse raw materials to ensure sustainability.
3. Closer interface with multinational technology partners & OEMs to increase global presence.
4. Commercial vehicles damper technology development
5. Develop technology for alternate product domains & market expansion.

Expenditure on R & D :

Technology Absorption, Adaptation and Innovation

Efforts, in brief, made towards technology adaptation and innovation are :

1. A) Technology from Kayaba Industry Co. Limited, Japan was used for manufacture of Shock Absorbers, McPherson Struts & Front Forks mainly for Japanese OEMs in India.
2. 1. KYB Suspensions, Europe, SA a wholly owned subsidiary of Kayaba Industry Co. Limited., Japan provided technology for new generation vehicles of European origin.
   2. Technical Assistance with Yamaha Motor Hydraulic System Company Limited, Japan (formerly SOQI) for technology of front fork and two-wheeler shock absorbers.
   3. Technical Assistance with KONI B. V., Netherlands for technology of shock absorbers for future commercial vehicles (trucks & buses).
3. Benefits derived as a result of the above

Annual Report 2022-23

79

efforts are acquiring new business, product development, import substitution, product improvement and cost reduction.

3. Particulars of imported technology in the last five years: Technology development and assimilation is an ongoing process. In order to meet the ever-increasing demand

of customers and continuously changing global standards, access to proven foreign technology is available.

1. R&D facilities for ride control products for 2 & 3 - Wheelers at Hosur and Nashik and 4 wheelers passenger segment at Pune (Chakan) are being upgraded and expanded with improved capabilities in design, engineering, validation and testing.
2. The Company is working on various innovation projects to develop new products and features

Corporate Overview

Statutory Reports

Financial Statements

To,

The Members,

Gabriel India Limited

(CIN: L34101PN1961PLC015735)

Regd. Office: 29th Milestone Pune - Nashik Highway, Village Kuruli, Taluka Khed, Pune (M.H.) - 410501

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Gabriel India Limited (here in after referred to as (the 'Company'). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Management's Responsibility for Secretarial Compliances

The Company's management is responsible for the preparation and maintenance of Secretarial Records and for devising proper systems to ensure compliance with the provisions of applicable laws and regulations.

Auditor's Responsibility

Our responsibility is to express an opinion on the Secretarial records, standards and procedures followed by the Company with respect to Secretarial Compliances on a test basis.

Opinion

Based on our verification of the Company's relevant books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorised representatives during the conduct of secretarial audit, the explanations and clarifications given to us and the representation made by the Management of the Company, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March, 31 2023 generally complied with the statutory provisions listed hereunder and also that the Company has proper Board- processes and compliance-mechanism in place to the extent,

in the manner and subject to the reporting made hereinafter:

1. The Companies Act, 2013 (the Act) and the rules made there under;
2. The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the rules made there under; -NotApplicable for the period under review as no events occurred for the compliances.
3. The Depositories Act, 1996 and the Regulations and Bye- laws framed there under;
4. The Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment;
5. The following Regulations and Guidelines prescribed under the securities and Exchange Board of India Act, 1992 ('SEBI Act'): -
6. 1. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; - Not Applicable for the period under review as no events occurred for the compliances.
   2. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
   3. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; Not Applicable for the period under review as no events occurred for the compliances.
   4. The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and the Securities Exchange Board of India (Share
      Based Employee Benefits) Regulations,2014; -
      Not Applicable for the period under review as no events occurred for the compliances.
   5. The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; -
      Not Applicable for the period under review.

Annual Report 2022-23

81

1. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
2. The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; -
   Not Applicable for the period under review as no events occurred for the compliances; and
3. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; - Not
   Applicable for the period under review as no events occurred for the compliances.
4. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018.

We have also examined compliance with the applicable clauses of the following:

1. Secretarial Standards 1, 2 and 3 as issued and notified by The Institute of Company Secretaries of India.
2. The Listing agreement entered into by the Company with BSE Limited and National Stock Exchange of India Limited and Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above.

Based on the information received and records maintained, we further report that;

1. The Board of Directors of the Company is duly constituted with a proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

1. During the period under review Mr. Pradeep Banerjee (DIN: 02985965) was re-appointed as Non-Executive Independent Director for the term of two consecutive year w.e.f. from December 14, 2022 to December 13, 2024 and was ratified in the Annual General Meeting held on August 04, 2022 and Mrs. Anjali Singh (DIN: 02082840) was re-appointed as an Executive Chairperson of the Company for the term of

five consecutive years w.e.f. May 15, 2022 and was ratified in the Annual General Meeting held on dated August 04, 2022 by filing Form MGT-14.

1. 1. Further, the tenure of Mr. Aditya Vij (DIN: 03200194) was ended on March 30, 2023, as Non-Executive Independent Director, who was appointed for first term of 5 years on March
      31, 2015, and was re-appointed for the second term of 3 year from March 31, 2020, to March 30, 2023. Further, to comply with the provision of Regulation 17 of SEBI (LODR) Regulation 2015, Ms. Mahua Acharya (DIN: 03030535) was appointed as Non-executive Independent Additional Director with effect from March 31,
      2023, for the term of 5 years by filing of Form
      DIR 12.
2. Adequate notices were found to have been given to all Directors to schedule the Meetings of Board, committee; agenda and detailed notes on agenda were sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.
3. After going through IEPF data and required compliances, we found that the Company had filed Form IEPF 1 &
   IEPF 2 from time to time and also transferred the funds to designate IEPF account of MCA, however, we were informed that, in certain cases excel file is not uploaded due to technical errors on IEPF webportal and those certain forms were rejected, the Company is in follow up with MCA for suitable solutions to this matter.
4. All the decisions of the Board and its Committee were carried out with requisite majority.

Based on the Compliance mechanism processes as explained by the Company and on the basis of the Compliance Certificate(s) issued by the Company Secretary and authorised departmental compliance officers of the Company and taken on record by the Board of Directors at their duly convened and held meetings, we are of the opinion that the management has;

1. Adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

8282

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

1. Systems and processes are in place and the Company has implemented compliance tool for better and more efficient compliances for the laws hereinafter as listed, which are applicable to the Company;
2. 1. The Environment (Protection) Act, 1986.
   2. The Water (Prevention and Control of Pollution) Act, 1974.
   3. The Hazardous Wastes (Management, Handling and Trans - boundary Movement) Rules, 2008.
   4. The Air (Prevention and Control of Pollution) Act, 1981.
   5. The Factories Act, 1948.
   6. The Industrial Dispute Act, 1947.
   7. The Payment of Wages Act, 1936.
   8. The Minimum Wages Act, 1948.
   9. The Employees' State Insurance Act, 1948.
   10. The Employees' Provident Funds and Miscellaneous Provisions Act, 1952.
   11. The Payment of Bonus Act, 1965.
   12. The Payment of Gratuity Act, 1972.
   13. The Contract Labor (Regulation and Abolition) Act, 1970.
   14. The Maternity Benefit Act, 1961.
   15. The Child Labor (Prohibition and Regulation) Act, 1986.
   16. The Industrial Employment (Standing Order) Act, 1946.
   17. The Employee Compensation Act, 1923.

1. The Apprentices Act, 1961.
2. The Equal Remuneration Act, 1976.
3. The Employment Exchange (Compulsory
   Notification of Vacancies) Act, 1956.
4. The Company has as on the date of this certificate complied with the Due Diligence report for the half year ended March 2022 and September 2022 as required to be prepared pursuant to
   RBI Circular - RBI/2008-2009/183/DBOD. No. BP.BC.46/08.12.001/2008-09 dated September 19,
   2008.

As informed to us and as per the data of reports of Compliance tool, we report that there are no Legal Dispute/s, corporate and Industrial issues/ cases going on against the Company, other than of normal routine nature, which we were informed that the Company is contesting legally.

For KPRC & Associates

Company Secretaries

CS Pawan G. Chandak

Partner

M. No. F-6429

CP. No. 6687

UDIN: F006429E000363038

Date: May 23, 2023 Place : Pune

Note: This report is to be read with our letter which is annexed as Annexure A and forms an integral part of this report.

Annual Report 2022-23

83

8484

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

S.

No.

Details of disclosure

Remark

a

b

c

d e

f

Ratio of remuneration of each director to the median remuneration of the employees of the Company for the financial year.

(The remuneration of the Managing Director has been considered for the calculation)

Percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year :

1. Mrs. Anjali Singh, Executive Chairperson
2. Mr. Manoj Kolhatkar, Managing Director
3. Mr. Atul Jaggi, Deputy Managing Director
4. Mr. Rishi Luharuka, Chief Financial Officer
5. Mr. Nilesh Jain, Company Secretary

Percentage increase in median remuneration of employees in the financial year

Number of permanent employees on the roll of the Company

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 pointing out any exceptional circumstances for the increase in the managerial remuneration

Affirmation that the remuneration paid is as per the remuneration policy of the Company

1:111

13.06%*

11.30%

16.20%

9.00%

13.00%

12.00%

2,338

The average percentile increase made in the salaries of employees other than the managerial personnel in the last financial year was 9.4%. The increase in the managerial remuneration

in the last year was 12.6%. Senior Management's annual incentives depend on achieving Company's performance targets

Yes

Annual Report 2022-23

85

1. COMPANY'S PHILOSOPHY ON CODE OF GOVERNANCE

Code on Corporate Governance is defined as a set of systems, processes and principles, which ensure that a Company is governed in the best interest of all stakeholders. Corporate Governance is about promoting corporate fairness, transparency and accountability. In other words, 'Good Corporate Governance' is simply 'Good and Transparent Business'. The Company's philosophy of Corporate Governance aims at establishing and practicing a system of good Corporate Governance which will assist the management in managing the

Company's business in an efficient and transparent manner in all facets of its operations.

In India, the question of Corporate Governance has emerged mainly in the wake of economic liberalisation and de-regularisation of industry and business. The objective of any Corporate Governance system is to simultaneously improve corporate performance and accountability. These, in turn, help to attract financial and human resources on the best possible terms and prevent corporate failures.

The Company is equipped with a robust framework of corporate governance that considers the long-term interest of every stakeholder as we operate on the objectives with a commitment to integrity, fairness, equity, transparency, accountability and commitment to values namely :-

• Shareholders : as providers of risk capital, to provide them a reasonable return and enhance shareholder value

: to provide adequate customer service

Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015 ('SEBI (LODR) Regulations, 2015') sets up norms and disclosures that are to be met by the Company for ensuring Corporate Governance. We confirm our compliance with Corporate Governance criteria, as required under the said Regulations and Company's code of Conduct vide this report.

2. BOARD OF DIRECTORS Composition

The strength of the Board of Directors as on March 31, 2023 was of 8 Directors. The Board is Comprised of three Executive Directors designated as Managing Director, Deputy Managing Director and Whole Time Director. The rest are Non-Executive Directors in which four are Independent Directors. The Board meets the requirement of not less than half of the Board being Independent Directors, the Chairperson (woman director) being executive promoter director.

Five Board meetings were held during the financial year

2022-23, details of which are as under:

and quality products focusing the activities on customer expectations and meeting them

• Environment : to adhere to the environment standards to make the product and process, environment friendly

May 24, 2022

August 04, 2022

November 10, 2022

February 03, 2023

March 30, 2023

8

8

8

8

8

8

8

8

8

8

: to promote development and well- being and to enhance innovation and teamwork

The time gap between any two meetings was less than 120 days.

8686

Gabriel India Limited

Corporate Overview

Statutory Reports

Financial Statements

Name of the Director

DIN