Your Directors have pleasure in presenting the 44th Annual Report together with the audited financial statements for the year ended 31st March 2025.

The Company's financial performance during 2024-25 as compared to the previous year 2023-24 is summarised below:

(Rs. in million)

*net of deferred tax assets of H 200 million (previous year deferred tax assets of H 114 million)

The total revenue was H 1,566,505 million as against H 1,447,874 million in the previous year showing an increase of 8.19%. Sale of vehicles in the domestic market was 1,901,681 units as compared to 1,852,256 units in the previous year showing an increase of 2.67%. Total number of vehicles exported was 332,585 units as compared to 283,067 units in the previous year showing an increase of 17.49%.

Profit before tax (PBT) was H 191,832 million against H 170,404 million showing an increase of 12.57% and Profit After Tax (PAT) stood at H 139,552 million against H 132,094 million in the previous year showing an increase of 5.65%.

The Board recommends a dividend of H 135/- per equity share of H 5/- each for the year ended 31st March, 2025 amounting to H 42,444 million. No amount was carried to General Reserve. The Company has formulated a dividend distribution policy and the same is available on the website of the Company at the web-link https://marutistoragenew.blob.core.windows.net/ msilintiwebpdf/MSIL_Dividend_Distribution_Policy.pdf

The operations are exhaustively discussed in the ‘Management Discussion and Analysis' forming part of the Annual Report.

In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associates and Joint Ventures, the audited consolidated financial statements are provided in the Annual Report.

A report containing the performance, financial position and the contribution of subsidiaries, associates and joint venture companies to the overall performance of the Company as required by the Companies Act, 2013 (hereinafter referred as the ‘Act') is provided as an annexure to the consolidated financial statements and hence are not repeated here for the purpose of brevity (Form AOC - 1).

Further, no company has become or ceased to be the subsidiary, joint venture or associate company during the year under review.

The audited financial statements of each of the subsidiary companies are also available on the website of the Company at the web-link https://www.marutisuzuki.com/ corporate/investors/company-reports

Suzuki Motor Gujarat Private Limited is a material subsidiary of the Company.

In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the ‘Listing Regulations'), the Company has a policy for determining material subsidiaries. The policy is available on the website of the Company at the web-link https:// marutistoragenew.blob.core.windows.net/msilintiwebpdf/ Policy_on_Subsidiary_Companies_New.pdf

The Board of Directors at its meeting held on 29th January 2025 approved the Scheme of Amalgamation ("Scheme") of Suzuki Motor Gujarat Private Limited (a wholly owned subsidiary of the Company) into and with the Company as per the applicable provisions of the Companies Act, 2013 ("Act") and rules framed thereunder. The Scheme is subject to the applicable statutory/ regulatory approvals.

During the year under review, the Company has not invited or accepted any deposits from the public in terms of Chapter V of the Act.

The annual return of the Company for the year 2024-25 is available on the website of the Company at the web-link https:// www.marutisuzuki.com/corporate/investors/company-reports

Details of loans, guarantees and investments, if any, covered under the provisions of Section 186 of the Act are given in the notes forming part of the financial statements.

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Kenichiro Toyofuku, Director (Sustainability) and Mr. Kenichi Ayukawa, Non-Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Upon completion of two terms, Mr. Davinder Singh Brar and Mr. Rajinder Pal Singh ceased to be the Independent Directors of the Company w.e.f. close of business hours of 27th August 2024. Ms. Anjali Bansal and Ms. Ireena Vittal were appointed as Independent Directors for a period of five years w.e.f. 28th August 2024 up to 27th August 2029.

Ms. Lira Goswami was re-appointed as Independent Director for the second term of five years w.e.f. 28th August 2024 up to 27th August 2029.

Mr. Hisashi Takeuchi was re-appointed as Managing Director and Chief Executive Officer for a further period of three years w.e.f. 1st April 2025 up to 31st March 2028.

Mr. Maheswar Sahu was re-appointed as Independent Director for the second term of five years w.e.f. 14th May 2025 up to 13th May 2030.

Mr. Sunil Kakkar was appointed as an Additional Director and Whole-time Director designated as Director (Corporate Planning) for a period of three years with effect from 1st April 2025 up to 31st March 2028.

Mr. Kinji Saito resigned from the post of Non-Executive Director w.e.f. close of business hours of 25th April 2025. Mr. Koichi Suzuki was appointed as Non-Executive Director w.e.f. 26th April 2025 to fill the causal vacancy caused due to the resignation of Mr. Kinji Saito.

Mr. Osamu Suzuki, Honorary Chairman of the Company passed away on 25th December 2024. Mr. O Suzuki was responsible for the success of the Company and the establishment of a modern automobile and component industry in India. He dedicated himself to the development of the automotive industry, demonstrating exceptional leadership and initiative. He shall be remembered for his visionary leadership and remarkable initiatives that shaped the Indo-Japan trade especially in the automobile industry.

The Board expresses its sincere appreciation for his outstanding service, leadership and pivotal role in realising the dream of putting India on wheels by empowering millions of Indian families with affordable, reliable, efficient and good quality vehicles.

The Company has received declarations of independence in accordance with the provisions of Section 149 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Regulation 16 and Regulation 25 of the Listing Regulations from all the Independent Directors.

Under the relevant provisions of the Act and the Listing Regulations, one separate meeting of the Independent Directors was held during 2024-25. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity.

The details of the familiarisation programmes for the Independent Directors are available on the website of the Company at the weblink https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/ Familiarisation_Programmes_for_Independent_Directors.pdf

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Act, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

b) such accounting policies have been selected and applied consistently and judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) 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;

d) the annual accounts have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

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

A calendar of meetings is circulated in advance to the Directors. During the year under review, five board meetings were held, the details of which are given in the Corporate Governance Report.

For composition of the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, CSR Committee, Risk Management Committee, and Sustainability Committee, please refer to the Corporate Governance Report.

The Annual Report on CSR activities containing details of CSR Policy and other prescribed details are given in Annexure – A.

Pursuant to Regulation 21 of the Listing Regulations, the Company has a Risk Management Committee, the details of which are given in the Corporate Governance Report. The Company has a Risk Management Policy and identified risks and taken appropriate steps for their mitigation. For more details, please refer to the Management Discussion and Analysis.

Internal financial controls have been discussed under the head ‘CEO/CFO Certification' in the Corporate Governance Report.

The Company has in place an established and effective vigil mechanism under the Whistle Blower Policy (‘Policy'). The mechanism under the Policy has been appropriately communicated within the organisation. The purpose of this Policy is to provide a framework to promote responsible whistle blowing by employees. It protects employees wishing to raise concerns about serious irregularities, unethical behavior, actual or suspected fraud within the Company.

The Chairman of the Audit Committee is the ombudsperson and direct access has been provided to the employees to contact him through e-mail, post and telephone for reporting any matter.

The Company has a policy on related party transactions which is available on the Company's website at the web link https:// marutistoragenew.blob.core.windows.net/msilintiwebpdf/ Policy_on_Related_Party_Transactions_New.pdf

In terms of Section 134(3)(h) of the Act read with Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the material transactions with related parties are reported in Form AOC - 2 which is attached as Annexure – B.

The disclosure with respect to the transactions with promoter and promoter group which is holding 10% or more of the shareholding in the Company are given in the notes forming part of the financial statements.

For details on the performance evaluation, please refer to the Corporate Governance Report.

The Nomination and Remuneration Policy is attached as Annexure – C and is available on the website of the Company at the web-link https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/ Nomination_and_Remuneration_Policy_update.pdf

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has also complied with its provisions relating to the constitution of Internal Complaints Committee to redress complaints received regarding sexual harassment.

The status of the complaints received by the Company during the year under review is as under:

It is also confirmed that the Company is complying with the provisions relating to the Maternity Benefit Act, 1961.

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo

Information in accordance with Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure – D.

A detailed report on corporate governance is annexed to the Annual Report. The Company has complied with the corporate governance requirements, as stipulated under the Listing Regulations. A certificate of compliance by Secretarial Auditors forms part of the Annual Report.

The detailed report on Management Discussion and Analysis is annexed to the Annual Report.

The Company has complied with all the mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

As required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details is annexed to the Report as Annexure-E.

A statement containing particulars of the employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. The said information is available for inspection by the Members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

In accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, M/s R.J. Goel & Co., Cost Accountants, New Delhi (Registration No. 000026) were appointed as the Cost Auditors of the Company to carry out the cost audit for 2025-26. The maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is required by the Company and such accounts and records are made and maintained.

Deloitte Haskins & Sells LLP (‘Deloitte') resigned from the post of Statutory Auditors w.e.f. 12th May 2025. To fill the casual vacancy caused by this resignation, the Board approved the appointment of Price Waterhouse Chartered Accountants LLP (PW), (Firm's Registration No. 012754N/N500016), w.e.f. 12th May 2025 as the Statutory Auditors of the Company, to hold office till the conclusion of 44th Annual General Meeting (‘AGM'). The approval of the Members for the aforesaid appointment was taken through postal ballot. Further, on the recommendation of the Audit Committee, the Board recommends the appointment of PW as Statutory Auditors of the Company for a period of five (5) years to hold office from the conclusion of 44th AGM till the conclusion of the 49th AGM.

In compliance with the conditions of the Foreign Direct Investment, a compliance certificate has been obtained from the Statutory Auditors for the downstream investments made by the Company.

In accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed RMG & Associates, a peer reviewed firm of Company Secretaries in practice, (Firm Registration No.: P2001DE016100) to undertake the Secretarial Audit for the financial year 2024-25. The secretarial audit report is attached as Annexure – F.

Further, in accordance with the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing Regulations, the Board on 25th April 2025 appointed RMG & Associates, a peer reviewed firm of Company Secretaries in practice, (Firm Registration No.: P2001DE016100) as the Secretarial Auditors for audit period of 5 consecutive years commencing from the financial year 2025-26 till the financial year 2029-30. The said appointment is subject to the approval of the Members.

There is no qualification, reservation, or adverse remark by the Statutory Auditors and the Secretarial Auditors in their respective reports.

The report on secretarial audit of Suzuki Motor Gujarat Private Limited for the financial year 2024-25 is attached as

Annexure – G. CRISIL Ratings

The Company was awarded the highest financial credit rating of AAA/Stable (long term) and A1+ (short term) on its bank facilities by CRISIL. The rating underscores the financial strength of the Company in terms of the highest safety with regard to timely fulfilment of its financial obligations.

The Company has established and is maintaining an environmental management system (EMS) since 1999. During the year, Surveillance audit for ISO 14001 was carried out by T?V Rheinland, a German based certification body, for the manufacturing plants located at Gurugram, Manesar and Rohtak R&D Centre.

The Quality Management System of the Company is certified as per ISO 9001:2015 standard. Regular assessments of the Quality Systems are done through surveillance audits and re-certification assessments are done every three years by an accredited third party agency (M/s VIN?OTTE nv, Belgium). The Company has an internal assessment mechanism to verify and ensure adherence to defined Quality Systems across the Company.

The Company received many awards/recognitions/rankings during the year. Some of these are mentioned hereunder:

a. Mr. Osamu Suzuki, Honorary Chairman of the Company was honoured with Padma Vibhushan posthumously.

b. Mr. Hisashi Takeuchi, Managing Director & CEO of the Company was honoured as ‘2025 Business Leader of the Year' at Acko Drive TOTM (The One That Matters) Awards 2025.

c. Crowned with the ‘2025 Safety Champion' at Acko Drive TOTM (The One That Matters) Awards 2025.

d. Titled as the ‘Manufacturer of the Year' by TV9 Network.

e. Mahatma Award 2024 for CSR Excellence.

f. Gold Award in the COVID Public Health Warriors category and Silver Award for Most Innovative CSR Project of the Year by CSR Health Awards 2024 by IHW Council.

g. Gold recognition by CSR Times Award for Company's CSR initiative of providing tertiary healthcare services through Multi Specialty Hospital at Sitapur, Gujarat.

h. Awards in the category of healthcare initiatives for road safety by first aid trauma care training for drivers and road safety initiatives by Automobile Companies – Automated Driving Test-tracks at 6th Edition of FICCI Road Safety Awards in Conclave 2024.

i. Gold Award of Excellence for skill development and livelihood initiatives at 4th Social Impact Conference & Awards by The CSR Universe.

j. Outstanding contribution to Social Welfare Award by PHDCCI Awards 2024.

k. ‘Exceptional Employee Experience' award in the large scale enterprise category by ET HR World EX Awards.

l. Gold in Automobile industry category and ‘Excellence in creating a culture of continuous learning and upskilling' by Economic Times Human Capital Awards 2025.

m. Jimny bagged ‘2023- SUV of the Year at CarBlogIndia Awards and ‘4X4 of the Year' at CarBike 360 Awards 2024.

n. FRONX won ‘2023 Viewer's Choice Car of the Year' at CarBlogIndia Awards.

o. Grand Vitara won ‘CNG car of the year 2024' at CarBike 360 Awards 2024.

p. Epic New Swift was conferred the autoX ‘Best of 2024' award at autoX Awards.

q. Swift won ‘2025 Subcompact Car' title and Dzire won ‘2025 Subcompact Sedan' title at Acko Drive TOTM Awards, 2025.

Pursuant to the applicable provisions of the Act and the rules made thereunder, no disclosure or reporting is required in respect of the following matters during the year under review:

a) Reporting of frauds by auditors under sub-section (12) of Section 143 of the Act.

b) Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report;

c) Change in the nature of business of the Company.

d) Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

e) Application made or proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

f) Execution of one time settlement with Banks and Financial Institutions.

The Board would like to express its sincere thanks for the cooperation and advice received from the Government of India, the State Governments of Haryana and Gujarat. Your Directors also take this opportunity to place on record their gratitude for timely and valuable assistance and support received from Suzuki Motor Corporation, Japan. The Board also places on record its appreciation for the enthusiastic co-operation, hard work and dedication of all the employees of the Company including the Japanese staff, dealers, vendors, customers, business associates, auto finance companies, state government authorities and all concerned without which it would not have been possible to achieve all round progress and growth of the Company. The Directors are thankful to the Members for their continued patronage.

For and on behalf of the Board of Directors