Wheels India Limited is company promoted by the TVS Group, Indias largest auto component

manufacturers. Starting with a bus service in 1911, the TVS Group has grown to become one of
Indias largest business houses with businesses in two wheelers, vehicle dealerships & logistics
and auto components which had a turnover of over USD 7 Billion (FY 2012-13).

Wheels India (established in 1962) is one of the largest steel wheel manufacturers in the world.
The company had turnover of USD 375 Million (FY 2012-13) coming from the segments of
Cars/ UVs, Commercial vehicles, Tractors, Single Piece wheels and Construction & Earth Mover
wheels. The company also manufactures air suspension kits for trucks and buses. With over 15 %
of its turnover coming from exports, particularly from the Construction & Earth Mover
equipment segment, it is truly a global player in the auto components industry.

Wheels India started production of wheels for commercial vehicles in 1962 at our plant in Padi,
Chennai. The company started the production of car and tractor wheels in Padi in 1965. In 1972,
the company made a foray into the construction equipment sector with Hindustan Motors (now
CAT India). In 1982, the company opened its second facility in Rampur for tractor wheels.
Wheels India entered the wire wheel business in 1988 and also entered the air suspension market
under the brand WILRIDE. In 1998, the company opened a facility in Pune to cater to this
growing automotive hub. This facility manufactures wheels for car, trucks and busses.

The 2000s represented a decade of growth for the company and 2000 marked its entry to the
earth mover market with 35 and 49 wheels. In 2005 the company started manufacturing forged
aluminium wheels to cater to the growing after market for truck and trailer manufacturers. 2007
marked the setup of 2 new facilities in Sriperumbudur for Big EM wheels and Bawal for car
wheels. In 2009 the company setup a new facility in Pantnagar to cater to the growing truck and
light commercial vehicle business.
Wheels India is a partner to various Global OEMs like Ford, Hyundai, Tata, Caterpillar, John
Deere, Komatsu, Hyundai Heavy Industries, Case New Holland, Leyland, Tafe and Suzuki. The
company has won various awards which stand as a testament to its Quality First policy, to
name a few CAT SQEP Silver Certification 2010, TPM Award & Certification, Toyota Supplier
Award for Quality & Cost 09 and Regional Contribution Award from Toyota in 2013 Global
Suppliers Convention.

The company believes that its future lies in partnering OEMs in their growth and providing
service to match. Wheels India has Launched aftermarket brand TVS WILGO for catering
aftermarket needs in 2012.

History and Milestone

WHEELS INDIA LIMITED

Year 1960 Wheels India Factory

Year 1962 Start of Production - Commercial Vehicle Wheels(Truck)
Year 1966 Start of Production - Low Pressure Wheels (Passenger Car)
Year 1968 Start of Production - Agricultural Tractor Wheels
Year 1974 Supplies to Hindustan Motors - Construction Equipments
Year 1982 Start of Production - Wire Wheels
Year 1982 Start of Production - Rampur Plant
Year 1986 Start of Production - Air Suspension
Year 1988 Start of Production - Tubeless Truck Wheels
Year 1993 Supplies to CAT (Earth Moving Wheels)
Year 1996 ISO 9001 Certification
Year 1996 Start of Production - Exports & Across the Globe
Year 1997 Start of Production - Pune Plant
Year 2003 ISO 14001 Certification
Year 2004 ISO / TS 16949 Certification
Year 2004 Start of Production - Forged Aluminum Wheels
Year 2005 Ford Q1/Global Excellence Award
Year 2006 Maruti Suzuki India Ltd - Vendor Performance Award
Year 2006 Start of Production - Bawal Plant
Year 2007 Toyota Best Quality Supplier Award
Year 2007 Start of Production - Sriperumbudur Plant
Year 2009 CAT SQEP Silver Certification
Year 2009 Start of Production - Pantnagar Plant
Year 2010 Start of Production - Deoli Plant - Heavy Engineering Divison
 Year 2010 TPM Excellence Award
Year 2010 Start of Production - Energy Equipment Parts Divison
Year 2012 NABL Accreditation - ISO / IEC 17025:2005 - Mechanical / Chemical
Year 2012 CAT SQEP Gold certification

Corporate Social Responsibility (CSR) Policy

Preamble

Company believes that working with the local communities is an integral part of business, which
makes a positive difference to the society. The Vision is to help, contribute to the social and
economic development of the communities .Over the years the Company has involved in a
number of community focused activities, in the areas of health and education. Continuing the
same, it is recommended that the Company may focus on following Projects/ programs relating
to the CSR, hereinafter referred as CSR Activities:

Scope

This policy extends to all the CSR activities as covered under Schedule VII of the Companies
Act, 2013 and also covers additional and allied activities, as will be notified by Ministry of
Corporate Affairs or such other body, as appointed / notified by Central or State Government,
from time to time.

CSR Activities

The CSR activities shall be undertaken by the company, as projects or programs or activities
(either new or ongoing) on the following:-

1. eradicating hunger, poverty and malnutrition, promoting health care including preventive
health care and sanitation and making available safe drinking water;

2. promoting education, including supplement education and vocational training for children,
training of teachers and employment enhancing vocation skills especially among children,
women, elderly, and the differently abled and livelihood enhancement projects;

3. promoting gender equality, empowering women, setting up homes and hostels for women and
orphans; setting up old age homes, day care centres and such other facilities for senior citizens
and measures for reducing inequalities faced by socially and economically backward groups;
4. ensuring environmental sustainability, ecological balance, protection of flora and fauna,
animal welfare, agroforestry, conservation of natural resources and maintaining quality of soil,
air and water;

5. protection of national heritage, art and culture including restoration of buildings and sites of
historical importance and works of art; setting up public libraries; promotion and development of
traditional arts and handicrafts, skill development of craftsman, artisans;

6. measures for the benefit of armed forces veterans, war widows and their dependents;

7. training to promote rural sports, nationally recognised sports, paralympic sports and Olympic
sports;

8. contribution to the Prime Minister's National Relief Fund or any other fund set up by the
Central Government for socio-economic development and relief and welfare of the Scheduled
Castes, the Scheduled Tribes, other backward classes, minorities and women;

9. contributions or funds provided to technology incubators located within academic institutions

which are approved by the Central Government;

10. rural development projects including but not limited to contribution to vocational trainings,
training of farmers;

11. Slum area development;

Modalities of Execution

The Company will undertake its CSR Activities either directly or through a Registered Trust or
through a Registered Society or establish another company under Section 8 of the Companies
Act, 2013 or even to collaborate with other entities and the modalities of execution of CSR
Activities shall be determined by the Board of Directors or the CSR Committee.

Implementation schedules

The implementation Schedule will be dependent on the availability of eligible projects or

programs or activities (either new or ongoing).

Monitoring Process
The Board of Directors of the Company shall constitute a Corporate Social Responsibility
Committee (CSR Committee) of the Board consisting of three or more directors, out of which at
least one shall be an Independent Director.

This Committee, shall recommend the amount of expenditure to be incurred on the CSR
Activities and be responsible for implementation and monitoring of CSR Activities.

Surplus arising out of the CSR Activities shall not form part of the business profits of the
Company.

The Compliance Officer shall place a statement before the CSR Committee, the prescribed
format.

RELATED PARTY TRANSACTION POLICY

1. Preamble

The Board of Directors (the Board) of Wheels India Limited (the Company or WIL), has
adopted the following policy and procedures with regard to Related Party Transactions. The
Audit Committee will review and may amend this policy from time to time. This policy is to
regulate transactions between the Company and its Related Parties based on the applicable laws
and regulations.

2. Purpose

This policy is framed as per requirement of Clause 49 of the Listing Agreement entered into by
the Company with the Stock Exchanges. It is intended to ensure there is proper approval and
reporting of transactions between the Company and its Related Parties in accordance with
provisions of Companies Act, 2013 and Listing Agreement or any other law for the time being in
force.

3. Definitions

Audit Committee or Committee means Committee of Board of Directors of the Company

constituted under provisions of Listing agreement and Companies Act, 2013.

Board means Board of Directors of the Company.

Key Managerial Personnel means: the Chief Executive Officer or the managing director or the
manager;

(I) the Company Secretary;

(II) the Whole-Time Director;

(III) the Chief Financial Officer; and

(iV) such other officer as may be prescribed under the applicable statutory provisions /
regulations

Material Related Party Transaction transaction with a related party shall be considered material
if the transaction / transactions to be entered into individually or taken together with previous
transactions during a financial year, exceeds ten percent of the annual consolidated turnover of
the company as per the last audited financial statements of the company.

Policy means Related Party Transaction Policy.

4. Policy

All Related Party Transactions must be reported to the Audit Committee and referred for
approval by the Committee in accordance with this Policy.

5. Identification of Potential Related Party Transactions

Each director and Key Managerial Personnel is responsible for providing notice to the Board or
Audit Committee of any potential Related Party Transaction involving him/her as a Related
Party and any other additional information about the transaction that the Board/Audit
Committee may reasonably require to determine whether any transaction does, in fact, constitute
a Related Party Transaction requiring compliance with this policy.

6. Prohibitions related to Related Party Transactions

All Related Party Transactions shall require prior approval of the Audit Committee. However, the
Audit Committee may grant omnibus approval for Related Party Transactions proposed to be
entered into by the company subject to the conditions as contained in the Listing Agreement (as
amended from time time) and/or other statutes/ Rules / Regulations as amended from time to
time.
The following are the criteria for granting the omnibus approval:-

transactions entered into by the company in its ordinary course of business and on an arms
length basis.

Transactions take place at prices ruling at the time of the transaction.

Orders are placed by or on the related party as and when the goods and / or services are
required by the related party / the Company.

Annual orders are placed by or on the related party on the Co where quantities are advised by
the Company / related party based on actual requirements from time to time.

Further, all Material Related Party Transactions shall require approval of the shareholders
through ordinary resolution and all entities falling under the definition of related parties shall
abstain from voting irrespective of whether the entity is a party to the particular transaction or
not.

7. Review and Approval of Related Party Transactions

Audit Committee shall review, at least on a quarterly basis, the details of Related Party
Transactions entered into by the Company pursuant to each of the omnibus approval given

To review a Related Party Transaction, the Committee will be provided with all relevant material
information of the Related Party Transaction,

Notwithstanding the foregoing, the following Related Party Transactions shall not require
approval of Audit Committee or Shareholders:

Any transaction that involves the payment of sitting fees to a director or remuneration to Key
Managerial Personnel in connection with his or her duties to the Company.

Any transaction in which the Related Partys interest arises solely from ownership of securities
issued by the Company and all holders of such securities receive the same benefits as the Related
Party.

8. Related Party Transactions not approved under this Policy

In the event the Company becomes aware of a Related Party Transaction with a Related Party
that has not been approved under this Policy prior to its consummation or as may be required
pursuant to applicable provisions, the matter shall be reviewed by the Committee and it shall take
any such action it deems appropriate.