The Directors have pleasure in presenting the 43^rd Annual Report along with the Audited Financial Statements of your Company
for the financial year ended March 31, 2025.

FINANCIAL RESULTS

Your Company has earned a total revenue from operations of ' 18,451.46 Crores during FY 2024-25. The profit before
depreciation and interest amounted to ' 4,768.00 Crores, which is 25.8% of the total revenue. After accounting for other income
of ' 1,408.65 Crores, interest expense of ' 24.00 Crores and depreciation of ' 684.09 Crores, profit before tax amounted to
' 5,468.56 Crores.

Profit after tax amounted to ' 4,279.26 Crores after an income tax provision of ' 1,189.30 Crores. Total Comprehensive income
for the financial year, net of tax amounted to ' 4,059.42 Crores.

The financial statements are summarised below:

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There is no change in the nature of business of the Company
during the financial year under review.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY THAT HAVE OCCURRED AFTER
MARCH 31, 2025 TILL THE DATE OF THIS
REPORT

There have been no material changes or commitments
affecting the financial position of the Company which have
occurred after March 31, 2025 till the date of this report.

DIVIDEND

The Board of Directors at its meeting held on May 14, 2025,
has recommended for approval of the shareholders, payment
of dividend of ' 70/- per equity share of face value of
' 1/- each (@ 7000%) out of the profits for FY 2024-25
in accordance with the Dividend Distribution Policy of the
Company.

The dividend, if approved by the shareholders in the ensuing
Annual General Meeting, shall be paid in the following manner:

a) To all Beneficial Owners in respect of shares held in
dematerialised form as per the data made available by
the National Securities Depository Limited (NSDL) and
the Central Depository Services (India) Limited (CDSL) as
of the close of business hours on Friday, August 1, 2025
(record date);

b) To all Members in respect of shares held in physical form
as of the close of business hours on Friday, August 1,
2025 (record date).

AMOUNTS TRANSFERRED TO RESERVES

During FY 2024-25, no amount was transferred to the General
Reserve of the Company.

BRIEF DESCRIPTION OF THE STATE
OF COMPANY'S AFFAIRS/ BUSINESS
PERFORMANCE

Your Company has sold 10,05,340 motorcycles in FY 2024¬
25, 10.1% higher when compared to 2023-24 sales of 9,12,731
motorcycles. Out of 10,05,340 motorcycles sold in 2024¬
25, 1,02,583 motorcycles were exported, an increase of
31.6% over previous financial year export volume of 77,937
motorcycles.

Net Revenue from operations for financial year 2024-25 was
' 18,451.46 Crores, 14.8% higher when compared with previous
financial year ' 16,078.16 Crores. Net Sales of spare parts,
gears and services increased to ' 2,657.62 Crores in 2024¬
25 from ' 2,331.35 Crores in the previous financial year, with a
growth of 14.0%.

Your Company's profit before depreciation, interest and tax
was ' 4,768.00 Crores in financial year 2024-25, higher by
8.9% over ' 4,380.18 Crores recorded in financial year 2023¬
24.

MARKET AND FUTURE PROSPECTS

Please refer to the Management Discussion & Analysis Report
which forms part of the Annual Report.

SHIFTING OF REGISTERED OFFICE

During the financial year, your Company has shifted its
registered office from 3^rd Floor-Select Citywalk A-3 District
Centre, Saket, New Delhi - 110017 to Office No. 1111, 11^th Floor,
Ashoka Estate, Plot No. 24, Barakhamba Road, New Delhi -
110001 with effect from March 15, 2025.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

Information on conservation of energy, technology
absorption, foreign exchange earnings and outgo, as required
to be given pursuant to the provisions of Section 134 of the
Companies Act, 2013 ("the Act"), read with the Companies
(Accounts) Rules, 2014 is provided under Annexure-1.

DISCLOSURE REGARDING ISSUE OF SWEAT
EQUITY SHARES AND EQUITY SHARES WITH
DIFFERENTIAL RIGHTS

The Company has not issued any sweat equity shares or equity
shares with differential rights during FY 2024-25.

CHANGES IN SHARE CAPITAL AND THE
COMPANY'S EMPLOYEE STOCK OPTION PLAN,
2006 AND RESTRICTED STOCK UNITS PLAN,
2019

The paid-up Equity Share Capital of the Company as on March
31, 2025, was ' 27,41,64,080/-. During the financial year
under review, the Company has issued 3,58,450 Equity Shares
(Face value ' 1/- each) pursuant to its Employees Stock
Option Plan, 2006 ("ESOP, 2006"). No shares have been
issued against the exercise of stock units under the Company's
Restricted Stock Units Plan, 2019 ("RSU Plan, 2019") during
the financial year under review.

A Statement giving complete details as at March 31, 2025,
pursuant to Regulation 14 of the SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 is available on
the website of the Company and the web link for the same is
https://www.eicher.in/content/dam/eicher-motors/
investor/financial-and-reports/annual-reports/
Eicher-Motors-ESOP-Statement-2024-25.pdf

ESOP, 2006 and RSU Plan, 2019, for grant of stock options
have been implemented in accordance with the aforesaid
SEBI Regulations. A certificate from M/s. AGSB & Associates,
Secretarial Auditors, in this regard will be available for
inspection on the website of the Company under "Investors"
Section on the date of Annual General Meeting. The Company
has not changed its ESOP, 2006 and RSU Plan, 2019 during
the financial year under review.

Further, details of options granted and exercised are included
in Note no. 49 in the notes to accounts forming part of
standalone financial statements.

DEPOSITS

The Company has not accepted any deposits including from
the public/members under Section 73 of the Act read with the
Companies (Acceptance of Deposits) Rules, 2014 during the
financial year under review. The Company has not renewed/
accepted fixed deposits after May 29, 2009. There are no
deposits that remain unclaimed.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

In accordance with Section 149(7) of the Act and Regulation
25(8) of SEBI (LODR) Regulations, 2015, Independent
Directors of the Company have given written declarations
to the Company confirming that they meet the criteria of
independence as laid down under Section 149(6) of the Act
and Regulation 16 of SEBI (LODR) Regulations, 2015. As per
the SEBI (LODR) Regulations, 2015 minimum target share of
50% is maintained for independent directors on the Board. As
on March 31, 2025, all Independent Directors of the Company

have valid registrations with the Independent Directors'
databank maintained by Indian Institute of Corporate Affairs
in terms of Section 150 of the Companies Act, 2013 read with
Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

Director liable to retire by rotation

In accordance with the provisions of Section 152 and other
applicable provisions of the Act, Mr. Vinod Kumar Aggarwal
(DIN: 00038906), Vice Chairman (Non-Executive Director),
retires by rotation at the ensuing 43^rd Annual General
Meeting and being eligible offers himself for re-appointment
as Director. The Board of Directors recommends his
reappointment as Director in the same capacity.

Change in the Board and Key Managerial Personnel

Mr. S Sandilya and Ms. Manvi Sinha, Independent Directors of
the Company completed their second term as Independent
Directors from the close of business hours on February 12,
2025 and ceased to be the Directors of the Company. The
Board placed on record sincere appreciation and gratitude
for the invaluable contribution and guidance provided by
Mr. S Sandilya and Ms. Manvi Sinha during their tenure as
Independent Directors of the Company.

The Board of Directors of the Company at its meeting held
on February 10, 2025, after taking into consideration the
recommendations of the Nomination & Remuneration
Committee:

1) Approved the appointment of Mr. Siddhartha Lal as the
Executive Chairman of the Company (in the capacity
of Whole-Time Director) for a fresh term of five years
starting from February 13, 2025. Consequent to the
appointment as Executive Chairman (in the capacity of
Whole-Time Director), Mr. Siddhartha Lal ceased to be
the Managing Director, Chief Executive Officer and Key
Managerial Personnel of the Company.

2) Approved the appointment of Mr. Govindarajan
Balakrishnan as the Managing Director of the Company
for a fresh term of five years starting from February 13,
2025.

3) Approved the appointment of Ms. Ira Gupta as
Independent Woman Director for a consecutive term of
five years starting from February 10, 2025 and Mr. Arun
Vasu as Independent Director for a consecutive term of
five years starting from February 13, 2025.

Requisite approvals of the shareholders were obtained on
above-mentioned appointments through Postal Ballot
concluded on May 1, 2025.

Mr. Vinod Kumar Aggarwal (Non-Executive Director) has been
appointed as the Vice Chairman of the Company with effect
from February 13, 2025.

The Board of the Company at its meeting held on March 20,
2025 also designated Mr. Tejpreet Chopra (Independent
Director) as the Lead Independent Director of the Company.

In terms of the provisions of rule 8(5)(iii)(a) of the Companies
(Accounts) Rules, 2014, the Board is of the opinion that the
Independent directors appointed during the financial year
hold the highest standards of integrity and possess necessary
expertise and experience.

Mr. Govindarajan Balakrishnan, Managing Director, Ms.

Vidhya Srinivasan, Chief Financial Officer and Mr. Atul Sharma,
Company Secretary are the Key Managerial Personnel of the
Company in accordance with the provisions of Sections 2(51)
and 203 of the Act read with the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014.

There has been no other change in the Directors and Key
Managerial Personnel of the Company during the financial
year under review.

THE COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION

The Company's Hiring & Employment Policy:

A number of factors are considered towards selecting
candidates at the Board level which include:

♦ Ability to contribute to strategic thinking

♦ Proficiency in Governance norms, policies and
mechanisms at the Board level

♦ Relevant cross industry/functional experience,
educational background, skills and experience

♦ Wherever relevant, independence of Directors in terms of
applicable regulations

With respect to core competencies and personal reputation,
Company's practices ensure through the selection process
that all Directors:

♦ Exhibit integrity and accountability

♦ Exercise informed judgement

♦ Are financially literate

♦ Are mature and confident individuals

♦ Operate with high performance standards

Removal of Directors:

Under extreme circumstances and in highly unusual situations,
it may become necessary to remove a Director from the
Board of the Company. Reasons for doing so, may relate to
any of the following (indicative; other than as provided under
the Companies Act, 2013):

i. Breach of confidentiality in any way

ii. Failure to meet obligatory procedures in the disclosure of
conflict of interest

iii. Failure to fulfil the fiduciary duties of a Director for the
Company

iv. Acting in any other manner which is against the interests
of the Company

Due process of law will be followed in this regard.

The Company's Remuneration Policy:

The Company's Compensation Strategy defines the principles
underlying compensation philosophy for its employees.
Compensation is a critical piece of overall human-resources
strategy and broadly refers to all forms of financial returns
and tangible benefits that employees receive as a part of thei
employment relationship.

The Remuneration/Compensation Policy of the Company
is designed to attract, motivate and retain manpower. This
Policy applies to Directors and Senior Management including
Key Managerial Personnel (KMP) and other employees of the
Company.

The remuneration of the Managing Director, Whole-time/
Executive Director, Key Managerial Personnel (KMPs) and
Senior Management of the Company is recommended by the
Nomination and Remuneration Committee based on criteria
such as industry benchmarks, the Company's performance
vis-a-vis the industry, individual's responsibilities and
performance assessment. The Company pays remuneration
by way of salary, perquisites and allowances (fixed
component), incentive remuneration and/or commission
(variable components).

Loans/advances may be extended to employees for various
personal purposes or to aid business functions, from time
to time, on a case- to -case basis, in accordance with the
relevant Human Resource guidelines/policies in force or as
may be approved by the Chief Financial Officer, the Chief
Human Resource Officer of the Company, or any person
authorised by them, including for relocation viz. school
deposits/expenses, travel/logistics expenses, housing
advance, housing deposits/brokerage, any other expenses
towards relocation; advance submission of tax deducted at
source by the Company on behalf of employee; advance
towards medical insurance premiums; loans granted to enable
grantees exercise ESOPs and towards deposit of perquisite
tax thereon; loans/advances covered under Employees Unior
recognised by the Company as per Union Agreement; medica
emergency advances etc.

Additionally, in the event of exigencies arising due to
calamities, the Company may provide financial assistance to
any affected employee by way of extending interest-free loan
in an amount not exceeding his/her two months' gross salary.

Remuneration by way of commission to the Non-Executive
Directors shall be decided by the Board of Directors within the
ceiling of a sum, not exceeding 1% of the annual net profits
of the Company in each of the financial year, calculated in
accordance with Section 197, 198 of the Act.

Remuneration of KMPs and employees largely consists of
basic remuneration, perquisites, allowances, performance
incentives and employee stock options granted pursuant
to the Employees Stock Option Plan, 2006 and Restricted
Stock Units Plan, 2019 of the Company. The components
of remuneration vary for different employee levels and are

governed by industry patterns, qualifications and experience
of the employee and his/her responsibility areas, employee
performance assessment etc.

The said Policy is also available on the website of the Company
at https://www.eicher.in/uploads/1561782697_
remunerationpolicy.pdf

ANNUAL EVALUATION OF BOARD,

COMMITTEES AND INDIVIDUAL DIRECTORS

Formal annual evaluation of the Board, Board Committees
and Individual Directors for FY 2024-25 was carried out by the
Board and concluded on May 13, 2025, pursuant to the Board
Performance Evaluation Policy of the Company and provisions
of the Companies Act, 2013 and SEBI (LODR) Regulations,
2015.

The Nomination and Remuneration Committee has specified
the criteria for effective performance evaluation of the Board,
its Committees and Individual Directors of the Company. The
performance of the Board and Committees was evaluated
after seeking inputs from all the Directors on the basis of the
criteria such as Board/Committee constitution, frequency of
meetings, effectiveness of processes etc. The performance
of individual Directors (including Independent Directors)
was evaluated by the Board (excluding the Director being
evaluated) after seeking inputs from all Directors on the
basis of the criteria such as thought contribution, business
insights and applied knowledge. The results of evaluation were
discussed by the Chairman with the Board/individual Directors.
After completion of the evaluation process, the Nomination
& Remuneration Committee also reviews the implementation
of the manner specified by it for performance evaluation and
effectiveness of the process.

The Independent Directors separately also carried out
the Board evaluation for financial year 2024-25 as per
the requirements of the Companies Act and SEBI (LODR)
Regulations, 2015 at their meeting held on May 13, 2025.

MEETINGS OF BOARD OF DIRECTORS

Six (6) meetings of the Board of Directors of the Company
were conducted during the financial year under review. The
details of Board/Committees/Shareholder meetings are
provided under the Corporate Governance Report which forms
part of the Annual Report.

DETAILS OF LOANS, GUARANTEES AND
INVESTMENTS UNDER SECTION 186 OF THE
ACT

The details of loans, guarantees and investments made by
the Company during the financial year under review which are
covered under Section 186 of the Companies Act, 2013 form
part of the notes to the financial statements provided in this
Annual Report.

PARTICULARS OF RELATED PARTY
TRANSACTIONS

All contracts/arrangements/transactions entered into by the
Company during the financial year with related parties are in
compliance with the applicable provisions of the Companies
Act, 2013 and SEBI (LODR) Regulations, 2015. The Board of
Directors has approved the criteria pursuant to which omnibus
approval can be granted for related party transactions by the
Audit Committee. Requisite approvals of the Audit Committee,
the Board and the shareholders, as required, were obtained by
the Company for the related party transactions.

There were no materially significant Related Party
Transactions made by the Company with Promoters, Directors
or Key Managerial Personnel, subsidiaries, joint ventures and
associate Companies which may have a potential conflict with
the interest of the Company. Transactions that are required to
be reported in Form AOC-2 are provided under Annexure-2
and forms part of this report. The details of the transactions
with Related Parties are also provided in the Company's
financial statements in accordance with Indian Accounting
Standards.

The Company had obtained shareholders' approval at the 42^nd
Annual General Meeting (AGM) held on August 22, 2024 for
certain related party transactions between VE Commercial
Vehicles Limited (VECV), Subsidiary of the Company, and
Volvo Group India Private Limited (VGIPL), a related party of
VECV, for FY 2024-25 as per the provisions of Regulation
23(4) of SEBI (LODR) Regulations, 2015. Further, based on
the recommendations of the Audit Committee and the Board,
same material related party transactions between VECV and
VGIPL for FY 2025-26 are proposed at the ensuing
43^rd Annual General Meeting for the approval of the
shareholders by way of Ordinary Resolution. Please refer to
the notice of 43^rd AGM for further details.

The Company has a Policy on materiality of and dealing with
Related Party Transactions, as approved by the Board, which
is available on its website www.eichermotors.com.

AUDIT COMMITTEE

The Audit Committee of the Company is constituted pursuant
to the requirements of the Companies Act, 2013 and SEBI
(LODR) Regulations, 2015. At present, members of the Audit
Committee are:

DETAILS OF ESTABLISHMENT OF VIGIL
MECHANISM

The Company has formulated a Whistle Blower Policy to
establish a vigil mechanism for Directors, employees, dealers
and vendors of the Company to report concerns about
unethical behaviour, actual or suspected fraud or violation of
the Company's Code of Conduct or Ethics Policy or to report
genuine concerns or grievances including instances of leak
or suspected leak of unpublished price sensitive information
pursuant to SEBI (Prohibition of Insider Trading) Regulations,

2015. The Whistle Blower Policy of the Company is available at

https://www.royalenfield.com/content/dam/eicher-

motors/EML_Whistle_Blower_Policy_14.05.2025.pdf

SUBSIDIARIES, ASSOCIATE AND JOINT
VENTURE COMPANIES

Highlights of performance of subsidiaries, associates and
joint venture Companies and their contribution to the overall
performance of the Company during the year under review.

Royal Enfield North America Limited (RENA)
(Wholly-owned Subsidiary)

RENA was incorporated in March 2015 as a 100% subsidiary
of Eicher Motors Limited to manage the distribution and sales
of Royal Enfield products and services including motorcycles,
spares and gear in North America. It sold 6,322 motorcycles
(including 662 motorcycles sold to Royal Enfield Canada
Limited, 100% subsidiary of RENA) during FY 2024-25 and
achieved revenue of ' 269.77 Crores (including revenue of
' 23.71 Crores from sales to Royal Enfield Canada Limited). As
of March 31, 2025, RENA had contracted with 145 multi-brand
outlets in the USA. The company participated in 32 Dealer
Demo Events and continued to support American Flat Track,
Daytona, Vintage Motorcycle, Barber and Build Train Race
(BTR) Programmes, with participation in 54 collective events in
the FY 2024-25.

Royal Enfield Canada Limited (RECA)

(Wholly-owned Subsidiary)

RECA is a 100% subsidiary of RENA. RECA was incorporated
in April 2016 in Canada to manage the distribution and sales
of Royal Enfield products and services including motorcycles,
spares and gear in Canada. During the FY 2024-25, the
company sold 646 motorcycles and achieved revenue of
' 24.72 Crores. As of March 31, 2025, RECA had contracted
with 19 multi-brand outlets in Canada. The Company
participated in 8 dealer demo events in the FY 2024-25.

Royal Enfield Brasil Comercio De Motocicletas Ltda.
(Wholly-owned Subsidiary)

Royal Enfield started its operations in Brazil through a direct
distribution company by the name of Royal Enfield Brasil
Comercio de Motocicleta Ltda in 2016. During the financial
year 2024-25, the Company set up its second assembly unit
at Manaus, to assemble the components into motorcycles.
During the FY 2024-25, RE Brazil sold 20,048 motorcycles
and achieved a revenue of ' 569.48 Crores. The company
also onboarded 11 new dealerships, bringing the total number
of dealerships to 36 as of March 31, 2025.

Royal Enfield (Thailand) Ltd
(Wholly-owned Subsidiary)

Royal Enfield (Thailand) Ltd. was incorporated on September
18, 2018 and commenced sales operations from September
2019. During the year, the company has set up its own CKD
assembly Plant which is the first fully owned plant set up
by Royal Enfield outside India. The Company's footprints
are steadily growing and the brand is represented by a

passionate Dealer network comprising 27 Exclusive stores, 7
Authorised Sales and Service points. The brand love has been
demonstrated by the company's passionate Customers and
Communities from various provinces in Thailand and has over
50 strong Royal Enfield communities across the nation. The
company is among the Top #2 brands in the mid-segment in
the Kingdom of Thailand, with a market share of 15.8% in the
FY 2024-25.

During the year 2024-25, the company received Three
awards from the coveted Grand Prix group, "Best Modern
Classic Middleweight" for Shotgun 650, "The Modern
Adventure Touring" for Himalayan 450 and "The Best Value
Cruiser" for Super Meteor 650. Royal Enfield was also awarded
with the "Prestigious Brands of Asia" title in the Mid-segment
motorcycles category for the financial year 2024-25 by BARC
Asia - a Leading Advertising Research & Consulting firm.The
company has sold 3,002 motorcycles and achieved revenue
of ' 118.30 Crores in FY 2024-25.

Royal Enfield UK Ltd
(Wholly-owned Subsidiary)

Royal Enfield UK Ltd was incorporated in August, 2019 and
commenced sales operations from June 2020. The Company
started selling directly in the United Kingdom (UK), without a
local distributor from May 1, 2023. The network size finished
the trading year with 56 sales and aftersales partners,
including 17 exclusive stores, with a number of new dealers in
development for the new business year.

During FY 2024-25, the Company sold 3,100 motorcycles with
revenue of ' 139.51 Crores. The Company retained its market
leading position within the mid-size market for 4^th consecutive
years.The UK continues to be the only market outside of India
for Royal Enfield to achieve the No.1 midsize position with a
market share of 20% in the FY 2024-25.

Royal Enfield Europe B.V.

(Wholly-owned Subsidiary)

Royal Enfield Europe B.V. was incorporated on March 21,

2024, as a wholly-owned subsidiary, in the Netherlands. There
was an equity infusion of ' 18.66 Crores during the year. The
operations are expected to commence in the FY 2025-26.

Eicher Polaris Private Limited (EPPL)

Eicher Polaris Private Limited, a joint venture company,
was involved in manufacturing and sales of personal utility
vehicles.

The Board of Directors and Shareholders of EPPL at their
respective meetings held on February 18, 2020 approved
voluntary liquidation (solvent liquidation) of EPPL and
appointed an insolvency professional as the liquidator. The
liquidation process is currently under progress.

VE Commercial Vehicles Limited and its step-down
subsidiaries

Overview of performance of VE Commercial Vehicles Limited
and its step-down subsidiaries are covered separately in the
Annual Report.

Report containing salient features of financial
statements of subsidiaries and joint venture
Companies

Pursuant to the provisions of Section 129(3) of the Act, a
report containing salient features of the financial statements
of the Company's subsidiaries and joint venture Company in
Form AOC-1 is attached as Annexure-3.

COMPANIES WHICH HAVE BECOME OR CEASED
TO BE THE COMPANY'S SUBSIDIARIES,

JOINT VENTURES OR ASSOCIATE COMPANIES
DURING THE FINANCIAL YEAR

PT VECV Automotive Indonesia was incorporated on October
25, 2024 in Indonesia as a subsidiary of VE Commercial
Vehicles Limited (Company's material subsidiary) and
therefore also became the subsidiary of the Company.

VE Commercial Vehicles Limited has entered into a Joint
Venture with iTriangle Infotech Private Limited resulting in a
new joint venture company VE Connected Solutions Private
Limited (Formerly Known as Aquila Mobility Solutions Private
Limited) in which VE Commercial Vehicles Limited holds 51% of
the share capital. Accordingly, VE Connected Solutions Private
Limited also became the subsidiary of the Company during the
financial year.

No other company has become or ceased to be the
Company's subsidiary, joint venture or associate company
during FY 2024-25.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS
OR COURTS OR TRIBUNALS IMPACTING
THE GOING CONCERN STATUS AND THE
COMPANY'S OPERATIONS IN FUTURE

There are no significant and material orders passed by
the Regulators or Courts or Tribunals which would impact
the going concern status of the Company and its future
operations. However, members' attention is drawn to the
statement on contingent liabilities, commitments in the notes
forming part of the financial statements.

DETAILS IN RESPECT OF ADEQUACY OF
INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS

Details of internal financial controls and their adequacy are
included in the Management Discussion and Analysis Report,
which forms part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company has constituted a Corporate Social
Responsibility (CSR) Committee and has framed a Corporate
Social Responsibility Policy and identified Local Area

Development, Social Mission (Responsible Travel and
environmental sustainability) and Road safety, as themes
which will be given preference while formulating Annual Action
Plans. The Company will continue to support social projects
that are consistent with the Policy.

Corporate Social Responsibility Committee of the Company
presently is constituted as follows:

1. Mr. Arun Vasu - Chairman of the Committee

2. Mr. Siddhartha Lal

3. Mr. Inder Mohan Singh

4. Ms. Ira Gupta

Annual Report on CSR activities is annexed as Annexure-4.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements have been prepared by
the Company in accordance with the requirements of Indian
Accounting Standard ("Ind AS")-110 "Consolidated Financial
Statements" and Ind AS 28 "Investment in Associates
and Joint ventures", prescribed under Section 133 of the
Companies Act, 2013, read with the rules issued thereunder.
The consolidated financial statements are provided in the
Annual Report. A statement containing the salient features
of the financial statements of each of the subsidiary and joint
venture in the prescribed Form AOC-1 is attached.

Pursuant to Section 136 of the Act, the financial statements,
consolidated financial statements and separate accounts of
the subsidiaries are available on the website of the Company
at www.eichermotors.com. These are also available for
inspection by the shareholders at the Registered Office of
the Company during business hours. The Company shall
provide free of cost, the physical copies of the financial
statements of the Company and its subsidiary Companies to
the shareholders upon their request. The consolidated total
Comprehensive income of the Company and its subsidiaries
amounted to ' 4,504.12 Crores for FY 2024-25 as compared
to ' 3,987.33 Crores for FY 2023-24.

AUDITORS

(a) Statutory Auditors and their report

M/s S. R. Batliboi & Co., LLP, Chartered Accountants (Firm
Registration Number: FRN 301003E/E300005) were
re-appointed as Statutory Auditors in the 40^th (Fortieth)
Annual General Meeting (AGM) of the Company for
second term of five consecutive years, from the
conclusion of 40^th AGM till the conclusion of 45^th AGM
to be held in the year 2027. The Statutory Auditors
have confirmed their eligibility under Section 141 of the
Companies Act, 2013 and the Rules made thereunder to
continue to act as Statutory Auditors of the Company.

The Statutory Auditors had carried out audit of financial
statements of the Company for the financial year ended
March 31, 2025 pursuant to the provisions of the Act.

The reports of Statutory Auditors form part of the
Annual Report. The reports are self-explanatory and do
not contain any qualifications, reservations or adverse
remarks.

During the year under review, M/s. S. R. Batliboi & Co.,

LLP has filed a report under Section 143(12) of the Act in
Form ADT-4 as prescribed under Rule 13 of Companies
(Audit and Auditors) Rules, 2014 with the Central
Government relating to one instance identified by the
management involving an amount of ' 1.69 Crore in
respect of which appropriate remedial actions have
been taken during the year by the Company. There is no
material financial impact on the Company.

(b) Secretarial Auditors and their report

The Board of Directors has appointed M/s. AGSB &
Associates, Company Secretaries, to conduct Secretarial
Audit for the financial year ended March 31, 2025. As
required under Section 204 of the Companies Act, 2013,
the Secretarial Audit Report is annexed as Annexure-S
to this Report. The Secretarial Auditors' Report is
self-explanatory and do not contain any qualifications,
reservations or adverse remarks.

The Board of Directors of the Company, based on the
recommendation made by the Audit Committee, and
subject to the approval of the shareholders of the
Company at the ensuing Annual General Meeting, have
approved the appointment of M/s. AGSB & Associates,
Company Secretaries, as Secretarial Auditors of the
Company for a term of 5 (five) consecutive years
commencing from FY 2025-26 till FY 2029-30, in
terms of provisions of Regulation 24A of the Listing
Regulations read with SEBI Circular No. SEBI/HO/CFD/
CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024
and the Companies Act, 2013.

M/s. AGSB & Associates have given their consent and
confirmed that they are not disqualified to be appointed
as Secretarial Auditors of the Company and satisfies the
eligibility criteria.

Further, pursuant to provisions of Regulation 24A of
the SEBI (LODR) Regulations, 2015, the Secretarial
Audit Report submitted by the Secretarial Auditors
of VE Commercial Vehicles Limited (VECV), a Material
subsidiary of the Company is also annexed as
Annexure-6to this Report.

(c) Cost Auditors

In terms of Section 148 of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, it
is hereby confirmed that the cost accounts and records
are made and maintained by the Company as specified
by the Central Government under sub-section (1) of
Section 148 of the Companies Act, 2013.

M/s. Jyothi Satish & Co, a qualified Cost Accountant Firm
(Firm registration No. 101197), has been appointed as the
Cost Auditors to carry out audit of the cost records of
the Company for FY 2024-25 pursuant to the provisions
of the Companies Act, 2013. The Cost auditor shall
submit its report to the Board of Directors within the time
prescribed under the Companies Act, 2013 and the rules
made thereunder.

DETAILS IN RESPECT OF FRAUD REPORTED
BY AUDITORS

Pursuant to provisions of Section 143(12) of the Companies
Act, 2013, the Statutory Auditor, Secretarial Auditors and the
Cost Auditors have not reported any incident of fraud to the
Audit Committee or Board during the financial year under
review, except for the matter reported in the auditor's section
of the director's report.

CORPORATE GOVERNANCE, MANAGEMENT
DISCUSSION & ANALYSIS AND BUSINESS
RESPONSIBILITY & SUSTAINABILITY
REPORTS

As per SEBI (LODR) Regulations, 2015, Corporate Governance
Report together with the Auditors' certificate confirming
compliance of conditions of Corporate Governance,
Management Discussion & Analysis Report and Business
Responsibility & Sustainability Report forms part of the Annual
Report.

INTEGRATED REPORT

The Company has voluntarily prepared an Integrated
Report which will help stakeholders to understand the
Company's economic, environmental, social and governance
performance more effectively and analysing the financial
and non-financial performance of the Company. With this,
stakeholders shall also have a better understanding of the
Company's long-term perspective. The report is also available
on the website of the Company at www.eichermotors.com.

ANNUAL RETURN

The Annual Return as required under Section 92 (3) read with
Section 134(3)(a) of the Companies Act, 2013 is available on
the website of the Company and the web link for the same is
https://www.eicher.in/content/dam/eicher-motors/
investor/financial-and-reports/annual-reports/
annual-return-(mgt-7)fy-2024-25.pdf

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:

a) that in the preparation of the Annual Financial
Statements for the year ended March 31, 2025, the
applicable accounting standards have been followed
along with proper explanation relating to material
departures, if any;

b) that such accounting policies as mentioned in Note no.

3 of the Notes to the Financial Statements have been
selected and applied consistently and judgement and
estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of
affairs of the Company as at March 31, 2025 and of the
profits of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for
the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

d) that the Annual Financial Statements have been
prepared on a going concern basis;

e) that proper internal financial controls to be followed by
the Company have been laid down and that the financial
controls are adequate and were operating effectively;
and

f) that proper systems have been devised to ensure
compliance with the provisions of all applicable laws
and that such systems were adequate and operating
effectively.

PARTICULARS OF DIRECTORS & EMPLOYEES

Disclosures as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014:

1) Ratio of the remuneration of each director to the median remuneration of the employees of the Company and the
percentage increase in remuneration of Directors & KMPs in the financial year:

* Remuneration of Directors/Key Managerial Personnel (KMP) who held their respective positions for a part of the year in either FY2023-24
or in FY2024-25 has not been annualised.

#The total remuneration of' 19.34 Crores of Mr. Govindarajan Balakrishnan considered for calculating percentage increase in remuneration
Includes ' 10.97 Crores as perquisite value from exercise of employees' stock options during the financial year under review.

Note:

Mr. Viriod Kumar Aggarwal, Vice Chairman (Non¬
Executive Director) of the Company is also the Managing
Director and CEO of VE Commercial Vehicles Ltd
(VECV), a material subsidiary of the Company and draws
remuneration from VECVin accordance with the limits
permitted under the Companies Act, 2013 and the rules
thereunder and as approved by the Nomination and
Remuneration Committee and the Board of VECV.

As part of his remuneration from VECV he is eligible
for the benefits under the long-term incentive plan of
VECV which includes issue of Stock Options pursuant
to Eicher Motors Limited Restricted Stock Unit Plan
2019 (RSU Plan, 2019). During FY2024-25 & 2025¬
26, certain stock options have been granted to Mr.

V'rnod Kumar Aggarwal pursuant to the RSU Plan, 2019
of the Company as per the recommendation received

from VECV. VECV shall bear the entire cost of the Stock
Options granted by the Company. VECV shall reimburse
to the Company, cost of said Stock Options calculated
pursuant to the recognised valuation method and there
will not be any financial impact on the Company.

2) Percentage increase in the median remuneration of the
employees in the financial year: 13.6%

3) Number of permanent employees on the rolls of
Company as at March 31, 2025: 5,277 employees.

4) Average percentile increase already made in the salaries
of employees other than the managerial personnel

in the last financial year and its comparison with the
percentile increase in the managerial remuneration
and justification thereof and point out if there are any

exceptional circumstances for increase in the manageria
remuneration:

The average percentage increase in remuneration of
the employees (other than managerial personnel) in
the financial year was 14.7% and the increase in the
managerial remuneration was 11.5%. If we include the
perquisite value of employees stock options exercised
during the financial year, the percentage increase for
employees (other than managerial personnel) was 17.5%
and increase in managerial remuneration was 12.8%.

5) It is hereby affirmed that the remuneration is paid as per
the Remuneration Policy of the Company.

Further, a statement containing particulars of top ten
employees in terms of the remuneration drawn and
employees drawing remuneration in excess of the limits
set out in Rule 5(2) & (3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,

2014, as amended, are provided as part of the Directors'
Report. However, in terms of provisions of Section 136
of the said Act, the Annual Report is being sent to all the
members of the Company and others entitled thereto,
excluding the said statement. Any member interested
in obtaining such particulars may write at investors@
eichermotors.com. The said information is also
available for inspection at the Registered Office of the
Company during working hours till the date of Annual
General Meeting.

RISK MANAGEMENT

Requisite information is provided under Management
Discussion and Analysis Report which forms part of the Annual
Report.

COMPLIANCE WITH SECRETARIAL
STANDARDS

During the financial year under review, the Company has
complied with applicable Secretarial Standards specified by
the Institute of Company Secretaries of India pursuant to
Section 118 of the Companies Act, 2013.

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

Requisite information is provided under the Corporate
Governance Report which forms part of the Annual Report.

PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

No Corporate Insolvency Resolution Process had commenced
against the Company during the financial year under the
Insolvency and Bankruptcy Code, 2016. No proceedings
were pending against the Company under the Insolvency and
Bankruptcy Code, 2016 as at the end of the financial year.

ONE-TIME SETTLEMENT AND VALUATION
DONE WHILE TAKING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS

During the financial year under review, there was no one-time
settlement with any Bank or Financial Institution. Hence, no
valuation was required to be undertaken.

ACKNOWLEDGEMENTS

We thank our customers, business associates and bankers for
their continued support during the financial year.

We wish to convey our deep appreciation to the dealers of
the Company for their achievements in the area of sales and
service, and to suppliers/ vendors for their valuable support.

We also place on record our sincere appreciation for the
enthusiasm and commitment of the Company's employees
for the growth of the Company and look forward to their
continued involvement and support.

For and on behalf of the Board of Directors

Siddhartha Lal Govindarajan Balakrishnan

Executive Chairman Managing Director

DIN: 00037645 DIN:03093035

Place: Chennai Place: Chennai

Date: May 14, 2025 Date: May 14, 2025

1

The % change in remuneration is not comparable as the said Dlrectors/KMPs held their respective positions for a part of the year either In
FY 2023-24 or in FY2024-25 and hence the same is not provided.