To
The Members
AMARA RAJA ENERGY & MOBILITY LIMITED
(Formerly known as Amara Raja Batteries Limited)
The Board of Directors are pleased to present their report for the
financial year ended March 31, 2025.
1. Sum mary of financial results
The Company's financial performance for the year ended March 31,
2025, is summarised below: ( H in crores)
Particulars |
2024- 2025 |
2023-2024 |
2024- 2025 |
2023-2024 |
| Revenue from operations |
12,404.89 |
11,260.30 |
12,846.32 |
11,708.44 |
| Other income |
93.29 |
101.54 |
115.59 |
110.41 |
Total income |
12,498.18 |
11,361.84 |
12,961.91 |
11,818.85 |
| Profit before tax |
1,299.15 |
1,211.03 |
1,273.17 |
1,250.22 |
| Less: Tax expense (including deferred tax) |
335.25 |
305.17 |
328.50 |
315.84 |
Profit for the year |
963.90 |
905.86 |
944.67 |
934.38 |
| Total other comprehensive Income/ (Loss) |
(163.93) |
(6.20) |
(163.92) |
(6.04) |
Total comprehensive income for the year |
799.97 |
899.66 |
780.75 |
928.34 |
Your Company's standalone revenue from operations for the year
grew to 12,404.89 crores from 11,260.30 crores last year registering a growth of 10.16%.
The profit for the year was 963.90 crores as against 905.86 crores in the previous year.
The Earnings Per Share (EPS) for the year stood at 52.66 per share, compared to 49.49 per
share for the previous year.
The Directors propose to transfer an amount of 96.39 crores to the
general reserve. An amount of 5,827.39 crores are in the retained earnings.
2. P erformance review of the company:
A separate section provides a detailed analysis on performance review
of the various divisions of the Company and forms an integral part of this report.
3. Dividend
The Board recommended/ declared dividend as under:
Particulars |
Dividend per share (J) |
Dividend % |
Dividend pay out (in
crores) |
Dividend per share (J) |
Dividend % |
Dividend pay out (in
crores) |
| Interim Dividend |
5.30 |
530 |
97.00 |
4.80 |
480 |
81.99 |
| Final Dividend1 |
5.20 |
520 |
95.17 |
5.10 |
510 |
93.35 |
Total Dividend |
10.50 |
1050 |
192.17 |
9.90 |
990 |
175.34 |
1Final Dividend for financial year 2024-2025 is recommended
by the Board of Directors at their meeting held on May 29, 2025, subject to the approval
of the members at the 40th AGM. The Record date for the purpose of final
dividend is Friday, August 1, 2025.
In terms of the provisions of the Income Tax Act, 1961, dividend will
be taxable in the hands of the Shareholders. In terms of Regulation 43A of the Listing
Regulations, please refer to point 29 of this report, for weblink of the Dividend
Distribution Policy.
4. Financial position
As of March 31, 2025, the net worth improved to
7,378.27 crores with the net addition of 609.62 crores to the equity
during the year. The surplus cash at the year-end stood at 225.28 crores. CRISIL
re-affirmed the ratings on the Company's long-term bank facilities at ‘CRISIL
AA+/Stable' and on the short-term bank facilities at ‘CRISIL A1+'.
A separate section provides a detailed analysis performance review of
the various divisions of the Company and forms an integral part of this report.
5. Subsidiaries and Consolidated Financial Statements a.
Subsidiary Companies: During the year under review, the Company has four wholly owned
subsidiaries, none of which is a material subsidiary under the Listing Regulations. The
Company has adopted a policy for determining material subsidiaries in line with the
requirements of Listing Regulations, weblink of which is given under point 29 of this
report. Details of Company's Wholly Owned subsidiaries are given as under: i.
Amara Raja Batteries Middle East (FZE) (‘ARBME'), Sharjah, UAE, a
wholly-owned subsidiary of the Company, reported a net revenue of 11.12 crores with a
Profit After Tax of 1.69 crores for the financial year ended
March 31, 2025. ii. Amara Raja Circular Solutions Private Limited
(ARCS), Andhra Pradesh, India, a wholly-owned subsidiary, is setting up a battery
recycling plant in Cheyyar, Tamil Nadu. Refining operations commenced in the second half
of 2024. The plant aims to become a key part of the company's supply chain,
contributing significantly to its lead and alloy needs. This will be the only plant in
India using de-sulphurisation technology, allowing better lead recovery and reduced waste.
The facility will be automated, covering all stages from battery feeding to robotic ingot
stacking, and adheres to global standards. The plant will focus mainly on alloy
production, which offers higher value addition. During the year ARCS reported net revenue
of H 214.20 crores and loss of 6.01 crores for the financial year ending March 31, 2025. iii.
Amara Raja Advanced Cell Technologies Private Limited (ARACT), Telangana, India a
wholly-owned subsidiary of the Company, has been making significant strides in
establishing itself as a key player in the advanced battery technologies space.
Headquartered in Telangana, India, ARACT is actively executing multiple strategic
initiatives to build domestic capabilities in lithium cell and battery pack manufacturing.
The Divitipally Pack Plant has commenced operations for the assembly of
lithium-ion battery packs for 2-wheeler and 3-wheeler applications, covering both LFP
(Lithium Iron Phosphate) and NMC (Nickel Manganese Cobalt) chemistries. The facility is
now targeting on scaled production, with capacity expansion underway to cater to growing
demand from key mobility customers. The plant has also successfully obtained critical
quality and safety certifications, strengthening its positioning for OEM engagements.
In Tirupati, the Pack Assembly Plant has diversified its customer base
by onboarding multiple new clients in the Energy Storage Systems (ESS) segment. The plant
is actively ramping up operations and aims to reach a 1 GWh annual supply capacity in the
near term. e+ Energy Labs of ARE&M, a premier Research
& Innovation centre for advanced energy storage technologies, is
nearing completion and will commence operations during financial Year 2025-26.
Simultaneously, work is progressing on the Customer Qualification Plant (CQP), a key
enabler for product validation and commercialization. Equipment testing and integration
are currently in progress, and the facility is scheduled to commence production in the
financial year 2025–26.On the cell manufacturing front, the Giga-1 Cell Manufacturing
Project continues to progress as planned. Following the foundation stone laying in March
2025, the facility has completed design approvals, and construction is now underway. The
first phase of the plant is expected to deliver a 2 GWh annual capacity, with provisions
to scale up to 16 GWh over the long term. All statutory and regulatory approvals required
for these major projects have been secured. These are an integral part of ARACT's
long term strategy to establish large-scale manufacturing at its Giga Corridor in
Telangana, backed by the R&D centre, e+ Energy Labs. This will help ARACT
in leading India's innovation journey in cell technology sector.
Also ARACT has signed MoUs with OEMs, including Ather Energy and
Piaggio, to develop long-term business plans and product alignments, strengthening its
commercial roadmap as it builds domestic capabilities for sustainable energy solutions.
For the financial year ended March 31,
2025, ARACT reported revenues of 506.25 crores, while posting a net
loss of 12.14 crores, reflecting the early-stage nature of the investments and ongoing
ramp-up in manufacturing infrastructure. iv. Amara Raja Power Systems Limited
(ARPS'),
Andhra Pradesh, India, a wholly-owned subsidiary of the Company, is
currently in Designing & Manufacturing of Customised and Standardised Industrial
Chargers , Integrated Power Systems for Indian Railways , EV Chargers for 2W, 3W, 4W and
Bus segment applications and also foraying into Battery Energy Storage
Systems.
ARPS is one of the largest suppliers of integrated Power systems (IPS)
to Indian Railways and a leading Industrial Charger manufacturer for the Power control
segment.
ARPS is one the of few Companies in India who has indigenously
developed IP 67 Off Board chargers and is currently supplying to Auto OEMs. The Company
supplies Off-Board EV chargers
(2 KW and 3 KW) to Piaggio and Mahindra. ARPS has started supplying DC
fast chargers (30KW to 120KW) to CPO's and B2B customers across PAN India.
ARPS reported net revenue of 150.37 crores with a Profit After Tax
of 0.77 crores for the financial year ended March 31, 2025. b. Consolidated
Financial Statements
In accordance with the provisions of the Act, Regulation 33 of the
Listing Regulations and applicable Accounting Standards, the audited consolidated
financial statements of the Company for the financial year 2024-2025, together with the
Auditor's Report thereon, form part of this Annual Report.
Apart from the wholly owned subsidiaries mentioned above, the Company
has no other subsidiaries, associates, or joint ventures. A statement showing the salient
features of the financial statements of the Wholly Owned subsidiaries, in the prescribed
Form AOC-1 is provided as Annexure I and forms an integral part of this report.
In accordance with Section 136 of the Act, the financial statements of
the subsidiary companies will be made available to the Company's members on request and
kept for inspection during business hours at the Company's registered office. The
financial statements and all other documents required to be attached to this report and
separate audited financial statements of the wholly-owned subsidiaries are available on
the Company's website; please refer to point 29 of this report for weblink of the
same.
During the year under review, the Company has not done any revision to
the financial statements or report. There were no changes to the Company's financial
statements during the last three preceding years.
6. Mat erial changes and commitments affecting the financial
position of the Company between the end of the financial year and the date of the report
There were no material changes and commitments affecting the Company's
financial position between the end of the financial year and the date of this Report.
7. Dir ectors and Key Managerial Personnel
During the year under review, the following were the changes to the
Board of Directors of the Company:
S. no. |
Name |
Date of change |
Nature of Change |
1. |
N Sri Vishnu Raju (DIN:
00025063) |
August 5, 2024 |
Ceased to be an Independent
Director due to completion of tenure |
2. |
T R Narayanaswamy (DIN:
01143563) |
August 5, 2024 |
Ceased to be an Independent
Director due to completion of tenure |
3. |
Amar Patnaik (DIN: 08602154) |
June 18, 2024 |
Appointed as an Independent
Director |
4. |
Radhika Shapoorjee (DIN:
03559547) |
May 22, 2025 |
Appointed as an Additional
Director categorised as Independent. |
In accordance with provisions of Section 152 of the Act and pursuant to
Articles of Association of the Company, being longest in the office, Mr. Vikramadithya
Gourineni (DIN: 03167659), is liable to retire by rotation at the ensuing 40th
AGM and, being eligible, offers himself for re-appointment. The brief details required to
be disclosed in accordance with the Listing Regulations, Act and Secretarial Standards are
included in the notice of the ensuing 40th AGM forming part of this Annual
Report. Based upon the recommendation of the Nomination and Remuneration Committee, the
Board appointed Ms. Radhika Shapoorjee, as an Additional Director categorised as
Independent for a consecutive period of five years w.e.f. May 22, 2025. The proposal for
Ms. Radhika Shapoorjee's appointment as an Independent Director is being placed
before the shareholders for their approval at the ensuing 40th AGM.
K ey Managerial Personnel
Pursuant to the provisions of Section 2(51) and 203 of the Act read
with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
following have been designated as Key Managerial Personnel of the Company as on March 31,
2025:
Mr. Jayadev Galla - Chairman, Managing Director & CEO
Mr. Y Delli Babu - Chief Financial Officer
Mr. Vikas Sabharwal - Company Secretary
The members at their 35th AGM held on August 7, 2020 had
re-appointed Mr. Jayadev Galla as Chairman, Managing Director & CEO of the Company for
a term of 5 years i.e., from September 1, 2020 to August 31, 2025. Accordingly, Mr.
Jayadev Galla's tenure comes to an end on August 31, 2025. In view of the same, based
on the recommendation of Nomination and Remuneration Committee, the Board has approved and
recommended to the shareholders the re-appointment of Mr. Jayadev Galla for another term
of 5 years i.e., from September 1, 2025 to August 31, 2030 as the Chairman, Managing
Director & CEO of the Company, including payment of remuneration as per Act and
Listing Regulations. The Board also approved and recommended to the shareholders the
aggregate remuneration payable to all the three Executive Directors (belonging to Promoter
Group) in terms of provisions of Listing Regulations. Both these approvals are subject to
the approval of members at the ensuing 40th AGM.
The necessary resolution(s) seeking your approval by ordinary/special
resolution(s) for re-appointment and payment of remuneration of Mr. Jayadev Galla are
included in the notice of the ensuing 40th AGM along with brief details and
other necessary disclosures as required under the Act and Listing Regulations.
There was no change, other than those mentioned in the table above in
the Directors and Key Managerial Personnel of the Company. The Company complies with the
required provisions of the Act and Listing Regulations in this regard.
8. Auditors a. S tatutory Auditors and their Report
M/s. Brahmayya & Co., Chartered Accountants (Firm Registration No:
000513S) and M/s. Deloitte Haskins & Sells LLP, Chartered Accountants (Firm
Registration No:117366W/W-100018), Joint Statutory Auditors of the Company have issued an
unmodified Auditor's Report (Standalone & Consolidated) for Financial Year ended
March 31, 2025. The Joint Statutory Auditors have not reported any matter under Section
143(12) of the Act, and therefore no detail is required to be disclosed under Section
134(3)(ca) of the Act. At the AGM held on August 7, 2020, M/s. Brahmayya
& Co., and M/s. Deloitte Haskins & Sells LLP, Chartered
Accountants had been re-appointed for a second term as the Joint Statutory Auditors for a
term of five (5) years from the conclusion of the 35th AGM till the conclusion
of 40th AGM. Accordingly, their tenure concludes at the ensuing 40th
AGM. In view of the same, upon recommendation of the Audit Committee the Board, at its
meeting held on May 29, 2025, approved and recommends, the appointment of M/s. Price
Waterhouse Chartered Accountants LLP (FRN: 012754N/N500016) and M/s. K.S. Rao & Co.
(FRN: 003109S) Chartered Accountants as the Joint Statutory Auditors for a term of five
(5) years i.e., from conclusion of the 40th AGM till the conclusion of 45th
AGM, for approval of the members at the ensuing 40th AGM.
The necessary resolution seeking your approval for their appointment as
Joint Statutory Auditors is included in the notice of the ensuing AGM along with their
brief credentials and other necessary disclosures as required under the Act and the
Listing Regulations. b. Cost Auditors and their Report
Pursuant to Section 148 of the Act read with the Rules thereunder, the
cost records maintained by the Company, in respect of its specified products, are required
to be audited by a Cost Auditor. The Board of Directors, on the recommendation of the
Audit Committee, appointed M/s. Sagar & Associates, as Cost Auditors (Firm
Registration No: 000118) to audit the Company's cost records for the financial year ending
March 31, 2026, at a remuneration of 4.75 Lakhs plus applicable taxes and reimbursement of
out-of-pocket expenses. In terms of Section 148(3) of the Act and Rule 14 of the Companies
(Audit and Auditors) Rules, 2014, the requisite resolution seeking ratification by the
shareholders of the Company of the remuneration payable to the cost auditor has been set
out in the Notice to the 40th AGM, which forms an integral part of this Annual
Report.
The Company has maintained the cost records/ accounts as required under
Section 148 of the Act and there were no adverse observations or remarks in the cost audit
report for financial year 2023-2024. During the year under review, the Cost Auditors have
not reported any matter under Section 143(12) of the Act. Therefore, no details are
required to be disclosed under Section 134 (3) (ca) of the Act. This report was duly filed
with the Central Government within the due date, during the year under review. The Cost
Audit Report for the financial year ended
March 31, 2025, will be placed before the Board within the prescribed
time. c. Secretarial Auditors and their report
Pursuant to the provisions of Section 204 of the Act, rules thereunder
and Regulation 24A of the Listing Regulations on the recommendation of the Audit
Committee, the Board of Directors at their meeting held on May 28, 2024, appointed M/s. R.
Sridharan & Associates, Company Secretaries (Firm Registration No: S2003TN063400) to
undertake the Secretarial Audit of the Company and issue Annual Secretarial Compliance
Report for financial year 2024-2025.
The Secretarial Audit Report issued by M/s. R. Sridharan &
Associates, Company Secretaries for the financial year ended March 31, 2025, in Form MR-3,
forms part of this report as Annexure II. The report does not contain any qualifications,
reservations or adverse remarks.
The Annual Secretarial Compliance Report was issued by M/s. R.
Sridharan & Associates, Company Secretaries for the financial year ended March 31,
2025, in the format prescribed by SEBI and is available on the Company's website, the
weblink of the same is provided under point 29 of this report. The report does not contain
any qualifications, reservations, or adverse remarks.
During the year under review, the Secretarial Auditors have not
reported any matter under Section 143(12) of the Act. Therefore, no details are required
to be disclosed under Section 134 (3) (ca) of the Act.
Further, as per Section 204 of the Act read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, and Listing Regulations read with
Listing Regulations (Third Amendment), 2024 upon recommendation of the Audit Committee the
Board, at its meeting held on May 29, 2025, has approved and recommends the appointment of
M/s. Sridharan & Sridharan Associates, Company Secretaries (Firm Registration No:
P2022TN093500) as the Secretarial Auditors of the Company for a term of five (5)
consecutive years from financial year 2025-26 till 2029-30, for the approval of members at
the ensuing 40th AGM. The necessary resolution seeking your approval for their
appointment as the Secretarial Auditors is included in the notice of the ensuing AGM along
with their brief credentials and other necessary disclosures required under the Act and
the Regulations. d. Internal Auditors
The Company regularly monitors the effectiveness of its internal
control systems. Independent professional services of M/s. E. Phalguna Kumar & Co.,
Chartered Accountants (Firm Registration No: 002644S), are availed by the Company to audit
specific locations and processes including the adequacy and effectiveness of the Company's
internal control systems . The periodical observations and remedial actions arising out of
their review of the Company's operations as per an approved annual internal audit
plan are discussed at the Audit Committee meetings.
The recommendations of the Internal Auditors for
improvements/strengthening the operating procedures and control systems were also
presented periodically to the Audit Committee.
During the year under review, the Internal Auditors have not
reported any matter under Section 143(12)
154 of the Act. Therefore, no details are required to be disclosed
under Section 134 (3) (ca) of the Act.
9. Bo ard and its Committees a. Independent Directors and their
declaration of independence:
The Board of Directors of the Company comprises an optimum number
of Independent Directors. Based on the confirmation/ disclosures received from the
Directors, on an evaluation of the relationships disclosed, in terms of Regulation
16(1)(b) of the Listing Regulations and Section 149(6) of the Act and on verification of
the veracity of the disclosures, the following Non-Executive Directors are considered as
Independent of the Company, as on March 31, 2025:
1. Ms. Bhairavi Tushar Jani (DIN: 00185929)
2. Mr. Annush Ramasamy (DIN: 01810872); and
3. Dr. Amar Patnaik (DIN: 08602154)
In view of the recommendation of the Nomination & Remuneration
Committee, the Board has appointed
Ms. Radhika Shapoorjee (DIN: 03559547) as an Additional Director
categorised as Independent w.e.f May 22, 2025. Mr. N Sri Vishnu Raju (DIN: 00025063) and
Mr. T R Narayanaswamy (DIN: 01143563) erstwhile independent Directors on the
Company's Board, had also confirmed their independence during their tenure with the
Company. Each Independent Director has confirmed to the Company that he or she meets the
criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1)(b)
of the Listing Regulations. They have confirmed that there has been no change in the
circumstances which may affect their status as an Independent Director during the year
under review, which had been considered and taken on record by the Board. Each Independent
Director has also, inter alia, confirmed that they have not been debarred from
holding office of a Director by virtue of any Order passed by any Authority. All the
Independent Directors are registered in the database maintained by the Indian Institute of
Corporate Affairs (IICA) and a declaration in this regard was also received from each of
them.
In the opinion of the Board, all the Independent Directors are persons
of integrity and possess the relevant expertise and experience as required under the Act,
the Rules made thereunder and Listing Regulations. b. Number of Meetings of the Board
During the year, six (6) meetings of the Company's Board of Directors
were convened and held in accordance with the provisions of the Act. The Board Meeting
dates and attendance of the Directors at such meetings, are given in the Corporate
Governance Report, which forms part of this annual report. The maximum time gap between
any two consecutive meetings was within the period prescribed under the Act and Listing
Regulations. In addition, an annual Board meet was held to discuss StratAlign (Strategic
Alignment) of Company and its Wholly Owned Subsidiaries (ARACT, ARCS, ARPS and ARBME),
focusing on objectives and target plans for each business (i.e., Automotive Domestic,
Automotive International, Industrial and New Energy Business), understanding market trends
in comparison with the Company's plans and strategic initiatives, exploring various
initiatives and development plans, etc. c. Committees of the Board
In compliance with the provisions of Sections 135, 177, 178 and other
applicable provisions of the Act and Regulation 21 of Listing Regulations, the Board
constituted the following committees: i. Audit Committee ii. Corporate Social
Responsibility Committee iii. Nomination and Remuneration Committee iv. Stakeholders'
Relationship Committee v. Risk Management Committee and vi. Loan & Investment
Committee.
The details of the Committees' composition, brief terms of reference,
meetings, and members' attendance at such meetings form an integral part of the Corporate
Governance Report. During the year under review, the Board has accepted all the
recommendations/ submissions by all the Committees. d. Nomination and Remuneration
Policy
The Board, on the recommendation of the Nomination and Remuneration
Committee, has framed a policy for the selection and appointment of Directors and Senior
Management Personnel and their remuneration. Please refer to point 29 for weblink to the
Nomination and Remuneration Policy adopted by the Board. e. Evaluation of the
Board's performance
As per the provisions of the Act and Regulation 17(10) of the Listing
Regulations, the performance of the Board, its committees, and members was evaluated. The
details of this evaluation form an integral part of the Corporate Governance Report.
10. Dir ectors' Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Act, including any
statutory modifications or re-enactments thereof for the time being in force, the Board of
Directors of the Company confirm, to the best of their knowledge and belief, that in the
preparation of annual financial statements for the financial year ended March 31, 2025: i.
applicable accounting standards and Schedule III of the Act have been followed; ii.
appropriate accounting policies have been selected and applied consistently and such
judgements and estimates that are reasonable and prudent have been made so as to give a
true and fair view of the state of affairs of the Company as of March 31, 2025, and of the
profit of the Company for the financial year ended March 31, 2025; iii. proper and
sufficient care has been taken for the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities. To ensure this, the Company
has established internal control systems, consistent with its size and nature of
operations, subject to the inherent limitations that should be recognised in weighing the
assurance provided by any such system of internal controls. These systems are reviewed and
updated on an ongoing basis. Periodic internal audits are conducted to provide reasonable
assurance of compliance with these systems. The audit committee meets at regular intervals
to review the internal audit function; iv. financial statements have been prepared on a
going concern basis; v. proper internal financial controls are in place and that such
internal financial controls were adequate and were operating effectively; vi. systems to
ensure compliance with the provisions of all applicable laws are in place and were
adequate and operating effectively.
11. Corporate Governance
The Company is committed to good corporate governance and best
corporate practices. The report on Corporate Governance for the year ended March 31, 2025,
pursuant to Regulation 34 of the Listing Regulations along with the Additional
Shareholder's Information are provided as Annexure III forms an integral part of this
Annual Report. The certificate regarding the compliance of conditions of corporate
governance issued by M/s R. Sridharan & Associates, Secretarial Auditor of the Company
forms an integral part of the Corporate Governance Report.
12. Business Responsibility & Sustainability Report
Pursuant to Regulation 34(2)(f) of the Listing Regulations, the
Business Responsibility & Sustainability Report (‘BRSR') on the initiatives
undertaken by the Company from an environmental, social and governance perspective are
disclosed in the prescribed format. BRSR is provided as Annexure IV, which forms an
integral part of this report.
13. Management discussion and analysis
This Integrated Annual Report, as a whole, sets out the management's
discussion and analysis as required under the provisions of Listing Regulations.
14. Annual Return
The Annual Return pursuant to Section 92(3) read with Section 134(3)
(a) of the Act is available on Company's website. Please refer to point 29 of this
report for weblink of the same.
15. Corporate Social Responsibility (CSR)
Corporate Social Responsibility has been an integral part of the
Company's culture. Through Rajanna Foundation and Amara Raja Education Society, the
Company has associated itself with philanthropic activities in the fields of Education,
Health, Environment, and Rural Development. During the year, the Company has undertaken
various CSR projects in education and rural development.
A brief outline of the CSR Policy of the Company, the CSR
initiatives/activities undertaken by the Company during the year and the details of the
composition of the CSR Committee are given in the Annual CSR Report provided as Annexure
V, which forms part of this Annual Report. Please refer to point 29 of this report for the
weblink of Company's Policy.
16. T ransactions with the Related Parties
All related party transactions entered into during the financial year
were on an arm's length basis, in the ordinary course of business and not materially
significant. During the financial year 2024-2025, there were no transactions with the
related parties, which might deemed to have had any potential conflict with the interest
of the Company at large.
In line with the provisions of Section 177 of the Act read with the
Companies (Meetings of the Board and its Powers) Rules, 2014, the Audit Committee approves
an estimated value of transactions for the financial year which can be undertaken with the
related parties .The Company's transactions with the related parties are routine and
repetitive in nature.
The summary statement of all transactions entered into with the related
parties pursuant to the approval so granted are reviewed and noted by the Audit Committee
at their meetings, on a quarterly basis. The summary statements are supported by a
transfer pricing report issued by an external independent auditor certifying that the
transactions are at an arm's length basis and in the ordinary course of business. In
case any transaction exceeds the approved limit, the Audit Committee ratifies the excess
transaction and approves the revised limits for the financial year, based on adequate
justification given by the Management. The details of the Related Party Transactions
pursuant to Section 134(3)(h) of the Act, read with Rule 8(2) of the Companies (Accounts)
Rules, 2014, are set out in Form AOC-2, as provided in Annexure VI, which forms an
integral part of this Annual Report.
Other than the receipt of sitting fees / commission, none of the
Independent Directors have any pecuniary relationship or transaction with the Company.
17. Int ernal Financial Controls related to financial statements
The Company has established an adequate system of internal controls
commensurate with its size and the nature of its operations. The Company's internal
control system covers the following aspects: a. Financial propriety of business
transactions. b. Safeguarding the assets of the Company. c. Compliance with prevalent
statutes, regulations, management authorisation, policies and procedures. d. Ensure
optimum use of available resources.
These systems are reviewed and improved regularly. The Company has a
budgetary control system that monitors revenue and expenditures against the approved
budget on an ongoing basis.
The Audit Committee of the Board periodically reviews audit plans,
observations and recommendations of the internal and external auditors, with reference to
the significant risk areas and adequacy of internal controls and keeps the Board of
Directors informed of its observations, if any, from time to time.
18. Risk Management
The Board has constituted a Risk Management Committee, pursuant to
Regulation 21 of Listing Regulations, to periodically review the risks associated with the
Company's business, ensure that appropriate methodology, processes and systems are in
place for review of such risks, formulate the risk management policy and oversee its
implementation. The Corporate Governance Report, forming part of this Annual Report,
details the committee's composition, meetings, attendance of its members at such meetings
etc.
The Company has an elaborate Risk Management framework in place, which
helps identify and mitigate risks. Such framework lays down the procedure for risk
identification, assessment and mitigation through the internal Risk Management Steering
Committee which reports to the Risk Management Committee on a periodic basis.
The major risks, including financial, operational, sustainability
(particularly ESG-related risks), information, and cyber security risks, identified by the
businesses and functions are systematically addressed through mitigating actions on a
continuing basis.
During the year, the Committee, inter alia, reviewed the risk
assessment parameters, undertook risk refresh activities covering overview of risk
governance, risk assessment framework, risk reporting & communication mechanism. The
Committee also adopted updated risk management policy, risk appetite and rating document
and mitigation plans. It also refreshed risk register to include the Key Risk Indicators.
In the opinion of the Board, there are no major risks that have the
potential to threaten the existence of the Company.
19. Whistle Blower Policy /Vigil Mechanism
The Company has established a whistle-blower vigil mechanism to provide
an avenue to employees and stakeholders to raise any concerns. The policy provides for a
safe and confidential platform for stakeholders to report concerns regarding unethical
practices, fraud, or violations of the Company's Code of Conduct. The mechanism
provides adequate safeguards against the victimization of employees who avail of it and
the appointment of an Ombudsperson who will deal with the complaints received. The policy
also lays down the process to be followed for dealing with the complaints and in
exceptional cases, provides for direct access to the Chairperson of the Audit Committee.
The Whistle Blower Policy established by the Board is available on the Company's
website, please refer to point 29 of this report for the same.
20. Health, Safety and Environmental protection (HSE)
Given the nature of its operations, the Company places the utmost
importance on employee health and safety. The Company believes that - a safe and healthy
workplace not only protects employees from injury and illness, but also elevates the
employee morale. The Company continues to be certified under ISO 14001:2015 and ISO
45001:2018 for its environmental management systems and occupational health and safety
management systems, respectively. All the manufacturing plants continued to be certified
under ISO 50001:2018 for their energy management systems, which helped your Company to
institutionalise the system requirements and conserve energy.
21. P olicyonPrevention,ProhibitionandRedressal of Sexual Harassment at
the Workplace
The Company has a policy to prevent sexual harassment. It has
constituted an Internal Committee in line with the requirements of the Sexual Harassment
of Women at the Workplace (Prevention, Prohibition and Redressal) sectoral,Act, 2013, and
Rules made thereunder. There were no outstanding complaints carried forward from previous
year, and no complaints were received during the year. The Company conducts the required
workshops and awareness programmes during employee induction and regular training sessions
for rest of the employees through e-learning modules on this subject.
22. Other disclosures a. Share Capital
The paid-up equity share capital of the Company as of March 31, 2025,
stood at 18.30 crores, comprising 18,30,25,364 equity shares of 1 each.
As of March 31, 2025, RNGalla Family Private Limited,
Promoter, holds 6,01,45,316 equity shares of 1 each, constituting
32.86% of the Company's paid-up share capital.
The Equity Shares of the Company are listed on policy/ the NSE and BSE.
The annual listing fees for the years 2024 and 2025 have been paid to both the Stock
Exchanges. b. P articulars of loans, guarantees and
The details of loans, guarantees and investments under the provisions
of Section 186 of the Act read with the Companies (Meetings of Board and its Powers)
Rules, 2014, as amended, as of March 31, 2025, are given in Notes to the standalone
financial statements of the Company. c. Deposits from Public
The Company has not accepted any deposits from the public falling
within the ambit of Sections 73 and 74 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 during the year under review. There are no outstanding deposits as
on March 31, 2025. d. Reporting of Frauds
There was no instance of fraud during the year under review, which
required the Auditors to report to the Audit Committee and/or Board under Section 143(12)
of the Act and the Rules made thereunder. e. Significant and material orders passed by
Regulators or Courts
During the year under review, no significant and material orders were
passed by the Regulators, courts, or Tribunals impacting the Company's going concern
status and operations. During April 2021, the Company received closure orders dated April
30, 2021, from the Andhra Pradesh Pollution Control Board (APPCB), for the Company's
Plants situated at Karakambadi, Tirupati and Nunegundlapalli village, Chittoor District,
Andhra Pradesh. The Hon'ble High Court of
Andhra Pradesh has granted an interim suspension of said orders of
APPCB until further orders. In compliance with the orders issued by the Hon'ble High
Court of Andhra Pradesh, the Company is committed to working closely with APPCB officials
for a satisfactory resolution of the matter in the interest of all stakeholders. The
Company has always placed its highest priority on the environment and on the health and
safety of its workforce and communities around it.
Apart from the above, there are no significant and/or material
orders passed by the Regulators or Courtsthat would impact the Company's going
concern status and future operations. f Compliance with Secretarial Standards .
During the year under review, your Company has complied with the
Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and
General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI). g.
Investor Education and Protection Fund (IEPF)
Section 124 of the Act read with Investor Education and Protection Fund
(Accounting, Audit, Transfer and Refund) Rules, 2016, mandates that the companies are
required to transfer dividend that has remained unclaimed and unpaid for a period of seven
years from the unpaid dividend account to the Investor Education and Protection Fund.
Further, the Rules mandate that the shares on which dividend remains unpaid or unclaimed
for seven consecutive years or more be transferred to the Demat account of the IEPF
Authority. The details relating to the amount of unclaimed dividend transferred to the
IEPF and the shares transferred to the Demat account of the IEPF Authority during the year
are provided in the Corporate Governance Report which forms part of this Annual Report.
Shareholders are requested to ensure their dividends are encashed on
time. In case of non-encashment of dividends, shareholders are advised to approach the
Company or RTA to claim their unclaimed dividends. h. P articulars of conservation of
Technology Absorption and Foreign Exchange Earnings and Outgo
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo as per Section 134(3)(m) of the Act read with Rule 8
of the Companies (Accounts) Rules 2014, are annexed hereto as Annexure VII, which forms an
integral part of this report. i. P articulars of Employees and
The information required pursuant to Section 197(12) of the Act read
with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is annexed hereto as Annexure VIII, which forms
an integral part of this report.
A statement showing names and other particulars of the top ten
employees and employees drawing remuneration in excess of the limits prescribed under Rule
5(2) of the said rules is provided in Annexure IX. However, as per the provisions of
Section 136(1) of the Act, the annual report is being sent to all the members excluding
the aforesaid statement. The statement is available for inspection at the registered
office of the Company during working hours up to the date of the 40th AGM. j.
Name change
The Company had changed its name to Amara Raja Energy & Mobility
Limited from Amara Raja Batteries Limited w.e.f September 27, 2023 to represent its
current business activities and future aspirations.
23. F amiliarisation Programme for Directors
The Company arranges for a detailed induction programme for its newly
appointed Directors, inter alia, covering a brief on their roles, functions,
duties, responsibilities and the details of compliance requirements expected from the
Director under the Act and Listing Regulations. Relevant extracts of the regulations are
provided and explained to the new Director.
Pursuant to Regulation 25(7) and Schedule V of Listing Regulations,
details of the familiarization programme for Directors are included in the Corporate
Governance Report and on the website of the Company. Please refer to point 29 of this
report for the weblink of the same.
24. Other Statutory Disclosures
No disclosure or reporting is required with respect to the following
items as there were no transactions related to these items, during the year under review:
Issue of equity shares with differential rights as to dividend,
voting or otherwise.
Issue of sweat equity shares or any other securities.
Provision of money for the purchase of its own Energy, shares
by employees or by trustees for the benefit of employees.
Employee Stock Options/Plans
No Shares are held in trust for the benefit of employees where the
voting rights are not exercised directly by the employees.
There were no instances of failure of implementation of Corporate
Actions.
There are no applications made or proceedings pending against the
Company under the Insolvency and Bankruptcy Code, 2016.
The Company has not entered into one time settlement with any Banks
or Financial Institutions during the year. Hence, disclosure pertaining to difference
between amount of the valuation done at the time of one-time settlement and the valuation
done while taking loan is not applicable.
25. A wards and Recognitions
During the year under review, following awards and recognitions were
achieved by the Company: Operational Excellence & Continuous Improvement Awards:
Won Platinum Award (SBD-2) and Gold Award (ABD-3) in CII National
Six Sigma Competitions.
Won Platinum Awards (SBD-1, ABD-2, ABD-3), Gold Awards (ABD-3) and
Silver Awards (ABD-1, LVRLA) in CII National Kaizen Competitions.
Won Best Appreciation Award (SBD-2) in CII State Level Kaizen
Competitions.
Won Star Champion Awards (SBD-1, ABD-3, MVRLA) and Jury Champion
Award (CD-1) in CII National Level Champions Trophy Competitions.
Won 7 Gold Awards in ICQCC (International Conventions for Quality
Control Circles) at Colombo, Sri Lanka.
Won 25 Par Excellence Awards and 2 Excellence Awards in NCQC
(National Conventions on Quality Concepts) at Gwalior.
Won 99 Gold Awards and 3 Silver Awards in Chapter Conventions on
Quality Concepts (CCQC) at Tirupati.
Won 2nd Runner-up Award (SBD-1) in CII AP State Level
Competitions.
Recognised with Best Organization Award on propagation of QC
(Quality Circles) Activities Awarded by QCFI Tirupati Chapter at Tirupati.
Recognised with 5S Model Plant Award (SBD-2) by ABK AOTS DOSAKAI at
Chennai.
Customer Recognition:
Received recognition from OEM customers for "ZERO DEFECT"
Supplies from Daimler, Eicher Motors, Force Motors, Renault And Nissan.
Received Zero PPM Appreciation from Hyundai Motors India Limited.
Received Consistent Platinum rating for Financial Year 2024-2025
from TVS for 2W & 4W.
Received Consistent White category rating for Financial Year
2024-2025 from Toyota.
Received award for " Overall Excellence Award" from BOSCH
India Limited.
Received award for "Absorbent Glass Mat First time supplies
shield " from Hyundai Motors India Limited.
Received award for "Excellence in customer delight award
"from Hyundai Motors for exceptional performance in QCDM parameters.
Received Quality Award for "Outstanding Commitment to Quality
& Excellence" at the Vertiv Supplier Meet 2025.
Received award for "Best mould maintenance practices"
from Maruti Suzuki India Limited (MSIL) in March 2025.
26. Industrial relations
The Company's industrial relations remained cordial and stable
during the year under review. The Directors wish to express their sincere appreciation for
the cooperation received from employees at all levels.
27. Change in the nature of business
During the year under review, there were no changes in the nature of
business of the Company.
28. R econciliation of Share Capital Audit
As required by the Listing Regulations, a quarterly audit of the
Company's Share Capital is being carried out by an Independent Practicing Company
Secretary to reconcile the total share capital, the total share capital admitted with NSDL
and CDSL and held in physical form, with the issued and listed capital. The Practicing
Company Secretary's certificate in this regard is submitted to BSE and NSE and is
also placed before the Board of Directors at their quarterly Board meetings.
29. W eblink of various policies/reports
30. Acknowledgement
The Board of Directors extends its appreciation to all our stakeholders
for their unwavering support and commitment to the Company. We are deeply grateful for the
trust and collaboration of our valued customers, vendors, financial institutions, banks,
channel partners, business associates, and both Central and State Government bodies. Your
continued support has been instrumental to our progress, and we look forward to building
on this strong foundation in the years ahead.
We would also like to express our sincere gratitude to our employees
across all levels. Their expertise, dedication, and steadfast commitment remain the
cornerstone of our success.
To our esteemed shareholders, thank you for your enduring confidence
and support. Your belief in our vision drives us forward.
|
For and on behalf of the Board of
Directors |
|
Jayadev Galla |
| Place: Hyderabad |
Chairman, Managing Director & CEO |
| Date: May 29, 2025 |
DIN: 00143610 |
|