About Eicher Motors Ltd

Eicher Motors Limited (EML) is an Indian, multinational automotive company that has diversified interests in motorcycle and commercial vehicles manufacturing. The Company is engaged in the manufacturing and selling of motorcycles, spare parts and related services. It manufactures the iconic 'Royal Enfield' brand of motorcycles, which leads the premium motorcycle segment in India. Royal Enfield is the oldest motorcycle brand in continuous production world-wide since 1901. Royal Enfield's product line-up includes the Bullet, Classic and Thunderbird models in 350cc. Eicher Motors Limited (EML) is an Indian, multinational automotive company that has diversified interests in motorcycle and commercial vehicle manufacturing. Listed on the Bombay and National Stock Exchanges, EML is the listed parent company of Royal Enfield, the world's oldest motorcycle brand in continuous production since 1901. EML has a joint venture with Sweden's AB Volvo - VE Commercial Vehicles (VECV). The Company is engaged in the manufacturing and selling of motorcycles, spare parts and related services. EML's 50-50 joint venture with the Sweden's AB Volvo , VE Commercial Vehicles Limited (VECV), designs, manufactures and markets reliable, fuel-efficient trucks and buses is one of India's leading manufacturer of trucks,buses, engines and engineering components. VECV has a wide product range from 5t to 40t GVW trucks and 15 to 65 seater buses. The buses are sold under the Skyline and Starline brands. Eicher Motors Ltd was incorporated in the year 1982. The company in technical collaboration agreement with Mitsubishi Motor Corporation of Japan produced the Light Commercial Vehicle in India. The commercial production as commenced in their plant at Pithampur in Madhya Pradesh, with the launch of Canter truck in June 1986. The agreement with Mitsubishi ended in March 1994 after successful transfer of technology and achieving total Indigenization. The demerger of Tractors, Two-Wheelers, Engines and Gears businesses from Eicher Ltd was transferred to the company with effect from April 1, 2003. In May 25, 2005, the company acquired 100% of the shares of Design Intent Engineering Inc, USA, which is engaged in the business of providing computer aided engineering & design services for a consideration of USD 2.5 million. The company's Tractor division at Mandideep, Gears division at Parwanoo and Engines division at Alwar had been sold to TAFE Motors and Tractors Ltd, a wholly owned subsidiary of Tractors and Farm Equipment Ltd, for a consideration of Rs 310 crore with effect from June 1, 2005. The company acquired a transmission gear manufacturing plant at Dewas having a gear cutting capacity of 5 lacs gears per annum with effect form November 1, 2006. During the year 2006-07, the company acquired the 100% equity shares of Hoff and Associates (Hoff), Plymouth, Michigan (USA) along with Hoff's two wholly owned subsidiaries in Beijing and Shanghai, China for a consideration of USD 3.5 million. In order to synergize the activities between the two subsidiary companies in USA, Hoff and Associates merged with Design Intent Engineering Inc with effect from January 1, 2008 and the name of Design Intent Engineering Inc was changed to Eicher Engineering Solutions Inc. In May 2008, the company signed a definitive agreement with Aktiebolaget Volvo, Sweden for a formation of a joint venture company through transfer of the existing Commercial Vehicle Business along with related Components and Design Services Business. In August 2008, they transferred the Components and Design Services Business to VECV, the joint venture company with effect from July 01, 2008. On 11 June 2010, VE Commercial Vehicles (VECV) announced an investment of Rs 288 crore in its Pithampur, Madhya Pradesh plant for the production and final assembly of the Volvo group's new global medium-duty engine platform. On 12 July 2011, Eicher Motors announced that it has been allotted land government at the SIPCOT Industrial Growth Centre, Oragadam by the Tamil Nadu state for building a new plant for the manufacture of Royal Enfield motorcycles. On 30 April 2013, Royal Enfield announced that it had started commercial production from its new manufacturing facility at Oragadam, Tamil Nadu. In July 2012, Eicher Motors signed an equal joint venture with Polaris Industries Inc. to set up a greenfield project. EML's joint venture with Polaris Industries Inc.- Eicher Polaris Private Ltd (EPPL) launched Multix- a new 3-in-1 vehicle for the independent businessman in June 2015. In December 2013, VECV's Eicher Trucks and Buses division (ETB) launched the future of Indian trucking with the introduction of its 'Pro series' range of trucks and buses ranging from 5-49 tonne. In February 2015, Royal Enfield started retail operations in Colombia with the opening of two exclusive stores in Bogota and Medellin. In May 2015, Royal Enfield acquired Harris Performance, a motorcycle engineering and design firm based in UK. On 24 August 2015, Royal Enfield announced its entry in Indonesia at GAIKINDO Indonesia International Auto Show (GIIAS) 2015. Royal Enfield opened its first exclusive store in Jakarta in January 2016. In December 2015, Royal Enfield announced its entry in Thailand at the Thailand International Motor Expo in Bangkok. In June 2016, Royal Enfield announced its tie-up with Flipkart, India's largest e-commerce marketplace to sell Royal Enfield gear and accessories. Royal Enfield opened its flagship store in Milwaukee, North America in September 2016. Two exclusive stores were also added in Europe in October 2016, one each in Barcelona and Valencia in Spain. On 18 March 2017, VE Commercial Vehicles Limited announced that it had divested 100% shares of its wholly owned subsidiary Eicher Engineering Solutions Inc in United States of America (USA) to SegulaTecnologias Espana, S.A.U., a Spanish corporation. The total enterprise value of the deal was pegged at $1,852,000. In August 2017, EML commenced commercial production of motorcycles at its third manufacturing facility at Vallam Vadagal near Chennai. In September 2017, Royal Enfield launched two variants of its bestselling motorcycle model, Classic - Stealth Black in 500cc and Gunmetal Grey in 350cc with a contemporary and stylish matt finish. In October 2017, Royal Enfield forayed into Vietnam, the fourth biggest motorcycle market in the world, and opened its first store in Ho Chi Minh City. In November 2017, Royal Enfield unveiled its ground-up modern twin motorcycles the Interceptor INT 650 and the Continental GT 650 at the EICMA Motor Show, Milan, Italy. In November 2017,the company opened the Garage Cafe in Goa. Reflecting the motorcycling way of life', the 120-seater Garage Cafe on the banks of the Baga River in Baga, Goa offers a relaxed, unhurried experience and is conceptualised to be an inclusive, engaging space. The Garage Cafe is a one-of-itskind format that is an amalgamation of the various dimensions of Royal Enfield. The cafe houses a motorcycle museumand- exhibition area, an exclusive gear store, a motorcycle customisation area and a service bay. During 2017-2018, the company in an effort to allow easier discovery and access to preowned Royal Enfield motorcycles, introduced first pre-owned motorcycle store - Vintage - in Chennai. A pioneering initiative in the two-wheeler industry, Royal Enfield Vintage will deal exclusively in pre-owned, refurbished and restored motorcycles offering hassle-free sale and purchase experience to consumers. The company also added 150 new dealerships in India taking the total retail outlet strength to 825 exclusive stores in the country, making the company the strongest premium motorcycle distribution in the country by a large margin. In June 2018, the company introduced the limited edition Pegasus at the Imperial War Museum in Duxford, U.K. Inspired by the RE/WD motorcycle, lovingly known as the Flying Flea, which played a pivotal role in World War 2, only 1,000 motorcycles were available across the world. The company sold all the 250 motorcycles meant for India in just 178 seconds via an online sale!. The company also successfully introduced Anti-lock Braking Systems (ABS) on all our motorcycles, well ahead of the regulatory deadline, starting with the Signals, inspired by our long association with the Indian armed forces. During 2019-2020 under review,The companies flagship business Royal Enfield sold 6,97,582 motorcycles and in an effort to increase the retail footprint in India and to cater to smaller towns and cities, Royal Enfield announced the Studio Stores format and launched 600 new Studio Stores during the year. These, together with the 921 dealerships, take Royal Enfield's retail touchpoints to 1,521 across India. The company also also launched new variants of the Royal Enfield Bullet 350 and the Classic 350 during the year, to further enhance accessibility for consumers. In addition to the BS VI compliant Classic 350, Bullet 350, the 650 Twin motorcycles, Royal Enfield also launched the BS VI Himalayan in the fourth quarter of the fiscal year. The Himalayan BS VI has a vibrant new look and improved features that have made it instantly successful in India and across the world. The new motorcycle has received great reviews from media, experts and from consumers. In the international markets, the company now has 77 exclusive stores outside of India, and a retail network spread across 60 countries. The company has opened new consumer touchpoints in Thailand, Brazil, Argentina, France and the UK, taking our total dealer touchpoints in international markets to over 660 stores including multi-brand outlets. Royal Enfield expanded its retail footprint in the Asia-Pacific region during 2019-20 by setting up its first standalone, flagship store in Seoul, South Korea. During the year 2019-20, the company completed the set-up of our Global Headquarters in Chennai which also houses a world-class product development and technology centre. Following the outbreak of COVID-19, the Government of India declared a lockdown on March 23, 2020, which resulted in suspension of operations. COVID-19 has impacted the normal business operations of the Company by way of interruption in production, supply chain, etc., during the lock-down period. The Company gradually commenced operations during the month of May 2020 after obtaining necessary approvals. Pursuant to the approval of the shareholders at the Annual General Meeting of the Company held on August 10, 2020, each equity share of face value of Rs. 10/- per share was subdivided into ten equity shares of face value of Re. 1/- per share, with effect from the record date, i.e., August 25, 2020. In FY 2020-21, Royal Enfield, a unit of EML, sold 6,12,350 motorcycles of which 5,73,728 units sold in the domestic market and 38,622 units in markets overseas. New products including the Skyline Pro with wider body and a 72-seater school bus was launched to cater an emerging segment. A 20.15 LHD with new facia and other improvements was developed for the Middle East market. Additionally, Skyline Pro LHD has also been established in international markets, which will enhance the volume in Middle East and Africa region. Twenty-six new market specific products and variants were introduced in new generation Pro2000, Pro3000, Pro6000 trucks and Skyline bus range. Meteor 350 was launched in India, USA, Asia Pacific, Latin America, Thailand, UK, Europe and Australia. In 2021-22, the Company has an installed production capacity of Rs. 10 lakhs. In FY'22, the Company launched India's biggest CNG truck, Pro 2114XP and industry's first 11.5T GVW CNG truck- Pro 2095XP PLUS' CNG. It created a new segment with the first 17.5TGVW truck, Pro 3015XP, a hallmark of its customer centric product planning. First fruits or synergy with Volvo Bus were delivered with Eicher front engine Intercity Coach and Sleeper buses. Apart from this, it launched new range of Volvo Trucks' of FM & FMX Range. Royal Enfield launched the All- New Royal Enfield Classic 350. In FY'22, Royal Enfield, a unit of EML commenced operations in Singapore with a new flagship store in Ubi Road. The Company participated in over 40 activation events across America and conducted many distinguished rides and events such as, Tour of Argentina, Tour of Colombia and Gladiadores Colombia. Vallam Vadagal plant won the Frost & Sullivan Award for Manufacturing Excellence' in 2021-22. In FY 2021-22, Royal Enfield, a unit of EML, sold 6,02,268 motorcycles of which 5,21,236 units sold in the domestic market and 81,032 units in export market. The Company rapidly expanded its presence and increased exclusive stores count from 77 across 21 countries, to 132 exclusive stores across 26 countries. During the year 2021-22, VECV made a significant move with the acquisition of Volvo Buses India (VBI). VECV partnered with, and delivered Volvo FM tractors and trailers to, leading logistics and e-commerce companies. In 2021-22, the production capacity was augmented to 12 Lakhs (including both Oragadam and Vallam plants) by adding plant's powder coating and packing facilities. Royal Enfield enhanced its portfolio with the launch of the All New Classic 350, the 120th Anniversary Limited Edition 650 Twins and the Scram 411, the brand's first ever ADV crossover. The Company grew its presence in international markets with a second assembly line in Buenos Aires. It established a CKD facility in Colombia, its second such facility after Argentina, in the Latin America region. Leveraging Royal Enfield's potential in Asia Pacific markets, It established first CKD facility in the region in Thailand, a major hub for the automotive sector. During 2022-23, the Company launched the thoroughbred cruiser Model, Super Meteor 650 Motorcycle in January, 2023. It launched the New Hunter 350 Motorcycle in Bangkok, in Aug' 22. VE Electro-Mobility Limited, a 100% subsidiary of VE Commercial Vehicles Limited was incorporated on April 27, 2022 and became the subsidiary of the Company during the financial year 2022-23.

Eicher Motors Ltd Chairman Speech

Dear Shareholders,

I hope you and your families are doing well.

As the pandemic continues to wane globally, humanity and businesses have learnt invaluable lessons over the last couple of years, and have also developed skills and competencies to survive and thrive despite the impact of the pandemic. The last couple of years were testing for the industry and for us at Eicher Motors Ltd., but we were able to weather the challenges and have continued to progress on our vision under the able leadership of B Govinda-rajan at Royal Enfield and Vinod Aggarwal at VE Commercial Vehicles, backed by the resilience and commitment of our teams.

At Eicher Motors Ltd., our clear priority, apart from ensuring the safety and wellbe-ing of our employees and partners, was to sustain the momentum and the exponential growth and success that we have been able to achieve over the last several years.

In addition to building some of the world’s most recognized and awarded personal and commercial transportation solutions, we have successfully worked towards nurturing organizations and cultures that are reflective of our vision, and communities that reflect the guiding philosophies and principles of our brands.

We have significantly grown beyond Indian shores with the expansion of our manufacturing and allied units across the world, growth and global successes of our product portfolio, and expansion of our markets and retail network. We have seen inclusive and comprehensive growth across our businesses in India and in international markets, and across business divisions.

While this success and scale has created exceptional opportunities for us, it has also brought upon us greater responsibilities. We’ve reflected on our journey as a brand that has withstood the test of time over centuries and took some conscious steps to shape the next stage of growth for the company.

As a niche brand over the years, or as a successful global organization today, we have always stayed true to our core values and have maintained a challenger brand approach. We have remained committed to ensuring better value, and bigger and better pure motorcycling experiences. But in addition to pursuing excellence in productivity and profitability, companies such as ours have always served a greater social purpose. As the global society today tackles an ever-increasing series of environmental, health and geopolitical crises, we stand committed to being part of the solution rather than part of the problem.

As the world urgently evaluates how we can ensure a brighter future for generations to come, it is now clear that we at EML need to recalibrate and renew our mission so that we can continue to make a significant contribution to society – not just as a corporation, but as a force for good. This, combined with our razor sharp business strategy, including key focus areas like electric vehicles both at VECV and Royal Enfield, will fuse together to form a holistic mission for Eicher Motors Ltd.

Our philosophy of Pure Motorcycling has always been about a constant search for balance between man, machine and terrain. Today, in a world out of sync with itself, we must extend this quest to our business – so that we can restore equilibrium between commercial objectives, community goals and the collective ecosystem that we all inhabit; realign our priorities to sit at the intersection of business performance and social purpose

To mark this phase of our evolution, our 2022-25 strategic vision will elevate our greater socio-economic purpose over our business priorities, so we have a singular clarion call to ride towards, as we navigate constantly shifting sands of global commerce. With a strong and robust business model, led by pure motorcycling, we will now adopt a larger purpose to REBALANCE - balance profit and profitability, balance social and commercial objectives, balance the existing product portfolio of internal combustion engines and the future with electric vehicles, balance a strong brand-led customer experience

MOTORCYCLES AT RS. 10,298 CRORES IN FY22. YOUR COMPANY’S EBITDA WAS RS. 2,172 CRORES, UP BY 22.0% AS COMPARED TO RS. 1,781 CRORES IN FY21, AND PROFIT AFTER TAX WAS RECORDED AT RS. 1,677 CRORES, UP BY 24.5% AS COMPARED TO RS. 1,347 CRORES FOR THE SAME PERIOD LAST YEAR- UNDERSCORING OUR STRONG BUSINESS FUNDAMENTALS THAT HAVE SEEN US THROUGH TWO YEARS OF PANDEMIC INDUCED UNCERTAINTIES.

This year, we made concerted efforts towards becoming a premium, global player - with an ambition to sustainably grow our overseas presence and business, and with a focus on some of the toughest motorcycle markets in the world. I am happy to state that we recorded tremendous success on this front over the last year.

Our international business focus has been driven by our long-term strategy - a carefully mapped approach wherein the intent has been not merely to grow retail presence, but to actually create a brandled pure motorcycling ecosystem within markets.

Over the last few years, we have sharply focused on growing strong and empowered teams in global markets in addition to growing our infrastructure capabilities. We have invested hugely in growing our distributor and retail network, strategically setting up subsidiaries and assembly units and optimizing supply chain infrastructure in critical geographies. From the approach of single store in a nodal city,we today have over 160 exclusive stores and more than 675 multi-brand outlets with unique retail identity, in over 60 countries around the world.

We now have greater collaboration with distributors, with many of them willing to partner with us across entire regions. Understanding the criticality of building greater accessibility and time to market, we set up assembly units in Thailand and Colombia this year, in addition to Argentina, with plans to set up one more in Brazil.

Over and above building world-class motorcycles targeted at global motorcycling enthusiasts, we have sharply focused on increasing brand awareness and resonance, and have nurtured distinct riding cultures and communities.

Our carefully crafted strategy in international markets has borne excellent results as we recorded a more than 100% year-on-year increase in export volumes. Today, over 12% of our overall volumes come from international markets, and Royal Enfield ranks among the top-3 best selling brands in the mid-size segment in markets like Europe, New Zealand, and Thailand, over and above leading the Indian mid-segment market.

As we continue our strategic focus in global markets, we strongly believe that our journey has only just begun; our international business is at an in-ection point. Our understanding of these markets and consumers gives us the confidence that there is considerable headroom for sustained growth in the future.

At home in India, we continue to define the middleweight segment, and perform consistently as compared to the industry.

MOTORCYCLE SEGMENT, AND CLOSED Q4 AT 7%. WE INCREASED OUR MARKET SHARE IN THE MORE THAN 125CC SEGMENT BY 2.8% DURING THE YEAR, TO 28.7%, AS WE CONTINUE TO DOMINATE THE SEGMENT ABOVE 250CC SEGMENT WITH AROUND 90% MARKET SHARE. OUR PREMIUM DOMESTIC DEALER NETWORK DURING THE YEAR EXPANDED TO OVER 2100 RETAIL TOUCHPOINTS, AS WE CONTINUE TO GROW WHAT IS THE MOST PREMIUM GLOBAL DISTRIBUTION NETWORK IN THE SEGMENT.

As the overall supply chain seems to be stabilizing, there is a sharp increase in inflation and interest rates. Despite this, in a market driven by aspiration and premiumization, we strongly believe that our distinct, world-class product portfolio combined with strong brand resonance will help us further grow.

This year,we re-envisioned our most loved and iconic motorcycle, the Classic, with the launch of the all-new Royal Enfield Classic 350. The Classic has been a huge catalyst in growing and expanding the middleweight segment across the globe, while also being instrumental in unlocking a thriving sub-culture of leisure riding among young and experienced riders across the world. The all-new Classic 350 carries forward this legacy, and is built to reflect the familiar timeless design language, with a completely modern and reimagined ride experience. Retaining the retro appeal in entirety, the new Classic 350 aims to take the legacy of its predecessor forward. Since its launch, the motorcycle has won a slew of awards across diverse geographies. We believe that the all new Classic 350 will galvanize the riding spirit amongst modern riders and redefine the mid-size motorcycling segment globally.

Creating niche riding cultures has been a key focus for us. With the Himalayan we were able to successfully build a unique subculture of accessible adventure touring across global communities. Its pure and unique design and well-rounded capability, made it among Royal Enfield’s best selling motorcycles across the world. Cementing that proposition and in an effort to further build in-roads into the adventure category, we launched a new subspecies - the Scram 411, our first ADV crossover motorcycle this year. The Scram 411 is a capable street scrambler, with the heart of an adventure motorcycle. We believe the Scram 411 will unlock a new segment of riders for us.

To further catalyse the growth of motorcycling subcultures, we marked our maiden foray into motorsports this year, with the first edition of the

Continental GT Cup 2021. The GT Cup sits at the intersection of increasing interest in motorcycle track racing, and the need for accessible forms of racing and training in India. The first racing season was completed to resounding response from young racers across India. To further encourage young motorsports talent in the country, we intend to introduce racetrack schools with an intent to provide professional training access to eager enthusiasts.

At the EICMA Motor Show this year, we unveiled a stunning new concept motorcycle - the Royal Enfield SG650 Concept. The motorcycle is a glimpse into our engineering and contemporary design prowess, while being truly representative of our rich legacy of custom motorcycles. A neo-retro interpretation that pushes the boundaries of what a Royal Enfield motorcycle could look like, the SG650 was hugely appreciated at the global motor show held in Milan.

As Royal Enfield completed 120 years in 2021, we also showcased a major centerpiece of our anniversary celebration at the EICMA, with the unveiling of ‘Project Origin’, a faithful working replica of the brand’s very first ‘motor-bicycle’. This was the very machine that built the foundations upon which we have created the enduring legacy of pure motorcycling.

The enduring 120-year old legacy of the brand is nothing without the community, and so to pay an ode to all Enfielders who’ve dared to explore beyond the ordinary, the company undertook 90? South - a first-of-its-kind motorcycle expedition that dared to go where no brand has gone before - the South Pole. We successfully completed this quest on December 16 last year, as two of our riders reached the geographic South Pole after an arduous, but historical 15-day ride from the Ross Ice Shelf.

In commemoration of 120 years of pure motorcycling, we also launched special Anniversary Edition models of the Interceptor and Continental GT 650 motorcycles. With a stunning black-chrome colour scheme and hand-made brass tank badges, these motorcycles were unveiled at EICMA with an exclusive, limited run of just 480 units for global markets. We also launched an exclusive range of bespoke, limited-edition helmets, consisting of 12 designs - one for each decade of the brand’s legacy.

Royal Enfield has been committed and making consistent efforts to foster a pure motorcycling ecosystem for enthusiasts globally. Our robust plans for both apparel and accessories business continue to enable options for self expression and personalization for our consumers and yield impressive business results for the company. In 2021, our focused initiatives resulted in a 45% year-on-year growth in our non-motorcycling business backed by razor sharp focus on growing service and spares business, as well as our motorcycle apparel and accessories business.

As we move forward, we remain focused on creating a strong business vision, a robust product portfolio and experiences that stay true to our philosophy of pure motorcycling and also tie back into our larger mission to REBALANCE.

VECV

Despite the challenges posed by two waves of the Covid pandemic, supply chain disruptions caused by lockdowns and the situation in Ukraine, VECV registered handsome growth both in volumes as well as total income. Sales of our trucks and buses grew by 38.3% to 57,077 units during FY22. Despite the pandemic, we also brought on-line the Industry 4.0 compliant Bhopal Plant with a total capacity of 40000 vehicles per annum.

VECV also continued on our journey to become a whole-hearted customer-centric organization - something we started in 2018. Customer- centricity is taking deep roots within VECV and we note initial recognition by our customers and dealers as demonstrated by being Ranked No.1 in Dealer Satisfaction Survey 2021 by the Federation of Automobile Dealer Associations, India. We treat this as just the beginning and it remains our constant endeavor to consistently keep improving our partnership with dealers and customers and to set new benchmarks in the industry. Our initiatives of Retail Excellence, Uptime, Network development backed by a strong industry infrastructure, a strong product line up, and an efficient digital backbone provides us with a strong foundation in our journey towards being a truly customer-centric organization.

As part of our quest of becoming an

Uptime company and No.1 in customer satisfaction we have also focused on creating a very agile and efficient dealer network. Last year alone we added close to 150 new touch points with state-of-the-art facilities for enhanced customer experience across the country. Majority of our workshops are now Uptime Certified delivering remote diagnostics and predictive maintenance to our 100% connected truck and bus fleet by linking these in real-time to our Uptime Center.

VECV is also happy to share that digitalization has taken firm roots within the company with the industry leading My Eicher App launch in FY22 being the latest in a series of initiatives being taken.

We continued to have a granular and immersive go to market approach with the introduction of several new products in different segments. To address the growing demand of CNG trucks we launched India’s biggest CNG truck, Pro 2114XP and industry’s first 11.5T GVW CNG truck- Pro 2095XP ‘PLUS’ CNG. We also created a new segment with the first 17.5TGVW truck, Pro 3015XP, a hallmark of our customer centric product planning. First fruits or synergy with Volvo Bus were delivered with Eicher front engine Intercity Coach and Sleeper buses.

We also successfully launched the all new range of Volvo Trucks’ of FM & FMX Range. These new range of trucks have the most modern features optimally designed to push the limits of productivity and uptime.

And just as the financial year was ending, we received further recognition that our Volvo 9400 B8R won Coach of the Year, Eicher Skyline Pro Staff 3010 L CNG won the L&ICV People Hover of the Year and Eicher Pro 2114XP CNG has won both the ICV Cargo Carrier of the Year, and the Apollo CV of the Year

I am also happy to share that VECV is accelerating focus on Electric Vehicles and alternate fuels. We have won our first tender for electric buses from the prestigious City of Chandigarh and this transformation towards sustainable operations and products will continue as part of our roadmap to protect the world for future generations.

Above all, appreciable efforts are being made to bring down cost and improving value delivered to our customers in the face of a fiercely competitive market. This has resulted in excellent performance whereby we have been the only major Indian CV manufacturer to remain profitable through the pandemic and as well as improve our customer and dealer satisfaction scores. We also continue to expand our footprint in international markets and in FY 22 achieved highest ever sales in Africa and Middle East while also adding new export markets. We have also recorded performances in our components (EEC) and Non-Automotive Engine Business.

All signs indicate that the Indian economy and CV industry will grow at a rapid pace in the coming few years. Based on the strong foundation, high degree of customer-orientation, and excellent execution VECV is well positioned to realize our vision to be recognized as the Industry Leader driving modernization in commercial transportation in India and the developing world.

Looking ahead we are committed to take forward our journey of making VECV a customer- centric organization with consistent progress in network development, retail excellence, superior uptime, and digitalization initiatives. We are also gearing up for the future by addressing sustainability in all aspects of our business and evolving the right products, services, business models, people and capabilities

LOOKING AHEAD

We introduced our first Integrated Report last year on the back of renewed commitment to focus on Environment, Social and Governance (ESG) performance parameters. Over the last few years, we have not only established a strong and resilient business model, but also made critical strides to deliver positive results towards our ESG vision. In recognition of these efforts, Dow Jones ranked EML as one among only ten global automotive companies to feature on its elite list of Dow Jones Sustainability Indices 2021 (DJSI) in the Emerging Markets category. Also in December last year, Royal Enfield was recognized with the ‘Challengers Award’ in the Mega Large Automotive Business category at the Frost & Sullivan and TERI Sustainability 4.0 Awards 2021.

Moving forward we will continue to sharpen our overarching Environmental, Social and Governance (ESG) vision with a firm focus on REBALANCE. All aspects of business at EML will be developed and driven with REBalance at its very heart.

We will continue our efforts to create motorcycles that are loved and revered by motorcycling enthusiasts across the world. Our electric vehicle plans will form a critical part of our product development process moving forward, while we continue our work on the internal combustion engine offerings. Our focus on EV will be driven by our ethos of creating modern classic motorcycles accessible and appealing to consumers of today.

Riding ahead towards new horizons and challenges, I am confident that our teams will power the Company on this new journey as we realize the long term market potential for both Royal Enfield and VECV. At Royal Enfield, we are at the cusp of incrementally scaling up our international business, and turning a new chapter in India as well. To further fuel this plan in a strategic direction, we have created a new empowered, multicultural, cross-functional management team structure that will work with Govindarajan and me to push forward on the next growth journey.

EML draws its success from its numerous stakeholders including its people, business partners, and communities. I would like to extend my sincere gratitude to each and every one of them and their families for their support and faith and for always inspiring us to step up to challenges and explore our potential to scale newer heights.

The Directors have pleasure in presenting the 41^st Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2023.

Your Company has earned a total revenue from operations of Rs. 14,066.64 crores during the financial year 2022-23. The profit before depreciation and interest amounted to Rs. 3,393.50 crores, which is 24.1% of the total revenue. After accounting for other income of Rs. 639.84 crores, interest expense of Rs. 12.97 crores and depreciation of Rs. 512.05 crores, profit before tax amounted to Rs. 3,508.32 crores.

Profit after tax amounted to Rs. 2,622.59 crores after an income tax provision of Rs. 885.73 crores. Total Comprehensive income for the year, net of tax amounted to Rs. 2,632.54 crores.

The financial statements are summarised below:

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

There have been no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2023 till the date of this report.

The Board of Directors at its meeting held on May 11, 2023, has recommended for approval of the shareholders, payment of dividend of Rs. 37/- per equity share of face value of Re. 1/- each (@ 3700%) out of the profits for the financial year 2022-23 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 August 16, 2023 (record date);

b) To all Members in respect of shares held in physical form as of the close of business hours on August 16, 2023 (record date)

During the financial year 2022-23, no amount to the General Reserve of the Company.

Your Company has sold 8,34,895 motorcycles in the financial year 2022-23, 38.6% higher when compared to 2021-22 sales of 6,02,268 motorcycles. Out of 8,34,895 motorcycles sold in 2022-23, 1,00,055 motorcycles were exported, an increase of 23.5% over previous year export volume of 81,032 motorcycles.

Net Revenue from operations for 2022-23 year was Rs. 14,066.64 crores, 39.0% higher when compared with previous year Rs. 10,122.86 crores. Net Sales of spare parts, gears and services increased to Rs. 1,855.07 crores in 2022-23 from Rs. 1,395.07 crores in the previous year, with a growth of 33.0%.

Your Company's profit before depreciation, interest and tax Rs. 3,393.50 crores in financial year 2022-23, higher by 60. over Rs. 2,113.56 crores recorded in financial year 2021-22.

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

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.

The Company has not issued any sweat equity shares or equity shares with differential rights during the financial year 2022-23.

The paid-up Equity Share Capital of the Company as on March 31, 2023, was Rs. 27,34,81,570/-. During the year under review, the Company has issued 58,468 Equity Shares (Face value Re. 1/- each) pursuant to its Employees Stock Option Plan, 2006 ("ESOP, 2006"). No shares have been issued under the Company's Restricted Stock Units Plan, 2019 ("RSU Plan, 2019") during the year.

wastransferred A Statement giving complete details as at March 31, 2023, 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/ Eicher-Motors-ESOP-Statement-2022-23.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 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. was

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.

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 on March 31, 2023, 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.

In accordance with the provisions of Section 152 and other applicable provisions of the Act, Mr. Siddhartha Lal, Managing

Director, retires by rotation at the ensuing 41^st Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his reappointment.

The Board of Directors of the Company at its meeting held on May 11, 2023, after taking into consideration recommendations of the Nomination & Remuneration Committee of the Company and subject to requisite approvals of the shareholders at the ensuing 41^st Annual General

Meeting, have re-appointed: a) Mr. Inder Mohan Singh as Independent Director of the Company for second term of 5 (five) years with effect from November 12, 2023; b) Mr. Vinod Kumar Aggarwal as Non-Executive Non-Independent Director of the Company, liable to retire by rotation, for a period of 5 (five) years with effect from April 1, 2024.

In the opinion of the Board, Mr. Inder Mohan Singh and Mr. Vinod Kumar Aggarwal possesses requisite skills & expertise required for the business and operations of the Company. For details on skills, expertise, competencies of Mr. Singh and Mr. Aggarwal, please refer to the Corporate Governance Report forming part of this Annual Report.

In addition, the shareholders of the Company at the 40^th Annual General Meeting held on August 24, 2022 approved the appointment of Mr. B. Govindarajan as the Whole-time Director of the Company for a period of 5 (five) years w.e.f. August 18, 2021.

Mr. Kaleeswaran Arunachalam resigned from the position of Chief Financial Officer of the Company with effect from of working hours of September 2, 2022. The Board of Directors pursuant to the recommendation of the Audit Committee and the Nomination & Remuneration Committee appointed Ms. Vidhya Srinivasan as Chief Financial Officer and Key Managerial Personnel of the Company w.e.f. November 18, 2022.

The Board at its meeting held on August 10, 2022, pursuant to the recommendation of Nomination and Remuneration

Committee appointed Mr. Atul Sharma as Company Secretary (Key Managerial Personnel) and Compliance Officer of the Company w.e.f. August 10, 2022.

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

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

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 anyway 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 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 their 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

CXOs 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, 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 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 Union recognised by the Company as per Union Agreement; medical 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 the provisions 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/content/dam/eicher-motors/ Remuneration-Compensation-Policy.pdf

During the financial year under review, evaluation of the Board, its Committees and Individual

Directors was carried out pursuant to the Board Performance

Evaluation Policy of the Company and provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 by the Board at its meeting held on February 14, 2023.

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. Once the evaluation process is complete, the Nomination & Remuneration Committee reviews the implementation of the manner specified by it for performance evaluation and effectiveness of the process.

Separate meeting of Independent Directors was also held on February 13, 2023, to review the performance of the Non-Independent Directors, performance of the Board as a whole and performance of the Chairperson of the Company.

Review of the performance of the Chairperson was done after taking into account the views of the Executive Directors and Non-Executive Directors (excluding the Chairperson being evaluated).

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.

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 forms part of the notes to the financial statements provided in this Annual Report.

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 related party transactions. formal annual There were no materially significant Related 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 attached as 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

40th Annual General Meeting (AGM) held on August 24, 2022 for certain material 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 the financial year 2022-23 as per the amended provisions of SEBI (LODR) Regulations, 2015. Further, based on the recommendations of the Audit Committee and the Board, similar material related party transactions between VECV and VGIPL for the financial year 2023-24 are proposed at the ensuing 41^st Annual General Meeting for the approval of the shareholders by way of Ordinary resolution. Please refer to the notice of 41st 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.

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:

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.eicher.in/content/dam/eicher-motors/ Eicher-Whistle-Blower-Policy.pdf

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

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 13,827 motorcycles (including 925 motorcycles sold to Royal Enfield Canada Limited, 100% subsidiary of RENA) during the year 2022-23 and achieved revenue of Rs. 528.21 crores (including revenue of Rs. 33.46 crores from sales to Royal Enfield Canada

Limited). As of March 2023, RENA had contracted with 154 multi brand outlets in the USA. The company participated in 22 Dealer Demo Events and continued to support American Flat Track and Build Train Race (BTR) Programmes with participation in 31 collective events.

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 year 2022-23, the company sold 870 motorcycles and achieved revenue of Rs. 33.48 crores. As of March 2023, RECA had contracted with 16 multi brand outlets in Canada. The Company participated in 12 dealer demo events.

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 year 2022-23, Eicher Motors Limited and RE Brazil entered into a tripartite agreement with Dafra da Amazonia Industria e Comercio de Motocicletas, a third-party CKD manufacturer, to assemble the components into motorcycles. The company sold 12,114 motorcycles in the financial year 2022-23 and achieved a revenue of Rs. 250.32 crores.

Royal Enfield (Thailand) Ltd. was incorporated on September 18, 2018 and commenced sales operations from September 2019. The Company's footprints have been 12 exclusive stores, 5 studio stores and 12 authorised sales and service points. The brand love has been demonstrated by the company's passionate Customers & Communities from various provinces in Thailand and thereby impacting the company's growing Mindshare & Market Share in the Kingdom of Thailand. Company is among the top #3 motorcycles in the Mid-segment with a market share of 16% in FY 2022-23.

The company has commenced its manufacturing operations through CKD and started selling motorcycles assembled in Thailand in 2021-22. During the year 2022-23, the company received four awards from the coveted Grand Prix group, three awards for "Bike of the Year 2023" for Classic 350 being the "Best Modern Classic over 250 cc". Hunter 350 bagged the "Best Modern Classic Light Weight" and SCRAM 411 bagged the "Best Touring Lightweight" motorcycle award. Also the company's newest Super Meteor 650 received "The Most Unique Bike Award" from Bangkok International Motor Show organisers 2023 as well. The company has sold 4,116 motorcycles and achieved revenue of Rs. 131.17 crores.

Royal Enfield UK Ltd, was incorporated in August, 2019 and commenced sales operations from June 2020. The company reflected steady growth in its footprints from 11 to 13 exclusive stores and 61 to 84 Authorised Sales & Service Points. During the financial year 2022-23, the company sold 7,546 motorcycles against the plan of 9,000 motorcycles, reflecting a rise in the mid-size market share in the UK from 18.6% in financial year 2021-22 to 20.4% in financial year 2022-23 and achieved a revenue of Rs. 186.71 crores in financial year 2022-23.

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.

Overview of performance covered separately in the Annual

Report.

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.

VE Electro-Mobility Limited, incorporated on April 27, 2022, under the Companies Act, 2013, which is a 100% subsidiary of VE Commercial Vehicles Limited (Company's material subsidiary) became the subsidiary of the Company during the financial year 2022-23.

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 of internal financial control and its adequacy are included in the Management Discussion and Analysis Report, which forms part of the Annual Report.

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 is constituted as follows:

1. Mr. S. Sandilya Chairman

2. Mr. Siddhartha Lal

3. Mr. Inder Mohan Singh

4. Ms. Manvi Sinha

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

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 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 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 Rs. 2,922.49 crores for the financial year 2022-23 as compared to Rs. 1,657.44 crores for the previous financial year 2021-22.

M/s S.R. Batliboi & Co., LLP, Chartered Accountants (Firm Registration Number: FRN 301003E/E300005) were re-appointed as Statutory Auditors in the 40th (Fortieth) Annual General Meeting (AGM) of the Company for second term of five consecutive years, from the conclusion of 40th AGM till the conclusion of 45th 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, 2023 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.

The Board of Directors has appointed M/s. AGSB & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2023. As required under Section 204 of the Companies Act, 2013, the Secretarial Audit Report is annexed as Annexure-5 to this Report. The Secretarial Auditors' Report is self-explanatory and there is no qualification or adverse remark in the report relating to the financial year 2022-23. The Secretarial Auditors provided two observations in its report as follows:

(a) The Company has filed an application with the Reserve Bank of India, Mumbai for the compounding of contravention of regulation 8(2) of erstwhile FEM (Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000/FEMA 20 read with Master Circular No. 15/2015-16 dated July 01, 2015 as a result of omission to mention the name of a Non-Resident Indian/Overseas Citizen of India, in Form ESOP filed physically on October 26, 2016 with the Reserve Bank of India, New Delhi through AD Bank, intimating grant of Employee Stock Option under the Company's Employee Stock Option Plan, 2006;

(b ) The Company has filed an appeal before the Hon'ble

Securities Appellate Tribunal against the adjudicating order Ref. No. ORDER/SBM/KL/2022-2023/16885 dated June 01, 2022 passed by Securities and Exchange Board of India ("SEBI") imposing a monetary penalty of Rs. 10,00,000 (Rupees Ten Lakhs only) on the Company for violation of the provisions of clause 23 of General Norms for processing of documents under RRTI Circular no. 1 (2000-2001) dated May 09, 2001, Clause 3(e) of Listing Agreement read with Regulation 39(2) and 103(2) of the SEBI (LODR) Regulations, 2015 for not following the due process as prescribed under the above regulations while approving requests for duplicate shares certificates in few cases during the period from 2007 to 2012. The Company has filed an appeal against the order of SEBI before the Hon'ble Securities Appellate Tribunal.

The Board of Directors took note of the above observations and the corrective action taken by the Company. The management is advised to exercise more caution to avoid any such instance in the future.

Further, pursuant to provisions of Regulation 24A of the SEBI (LODR) Regulations, 2015, VE Commercial Vehicles Limited (VECV) is a Material subsidiary of the Company in terms of Regulation 16(1)(c) of the SEBI (LODR) Regulations, 2015. The Secretarial Audit

Report submitted by the Secretarial Auditors of VECV is also annexed as Annexure-6 to this Report.

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 the financial year 2022-23 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.

Pursuant to provisions of Section 143(12) of the Companies Act, 2013, the Statutory Auditors, the Secretarial Auditors and the Cost Auditors have not reported any incident of fraud to the Audit Committee or Board during the year under review.

As per SEBI (LODR) Regulations, 2015, Corporate Governance Report together with the Auditors' certificate regarding compliance of conditions of Corporate

Governance, Management Discussion & Analysis Report and Business Responsibility & Sustainability Report form part of the Annual 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.

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/ Annual-Report-(Form-MGT-7)-2022-23.pdf.

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, 2023, 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, 2023 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.

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:

*The % change in remuneration is not comparable as the said Directors/Key Managerial Personnel held their respective positions for a part of the year in either FY 2021-22 or in FY 2022-23 **Remuneration of Directors/Key Managerial Personnel who held their respective positions for a part of the year in either FY 2021-22 or in FY 2022-23 has not been annualised

1) Mr. Vinod Kumar Aggarwal, Non-Executive Director Non-Independent, is not drawing any remuneration by way of sitting fees or commission or otherwise, from the Company.

2) Percentage increase in the median remuneration of the employees in the financial year: 15%

3) Number of permanent employees on the rolls of Company as at March 31, 2023: 5,002 employees.

4) The average increase in median remuneration of the employees (other than managerial personnel) was 15% and the increase in the managerial remuneration was also 15%.

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.

Requisite information is provided under Management

Discussion and Analysis Report which forms part of the

Annual Report.

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

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

No Corporate Insolvency Resolution Process has commenced against the Company during the financial years under the Insolvency and Bankruptcy Code, 2016.

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

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.