The Directors have pleasure in presenting the 44^th Annual Report along with the Audited Financial Statements of the Company for
the financial year ended March 31, 2026 ('the financial year').

FINANCIAL RESULTS

The Company has earned a total revenue from operations of ' 22,699.73 Crores during the financial year 2025-26. The profit
before depreciation, interest, other income and tax amounted to ' 5,812.85 Crores, which is 25.6% of the total revenue. After
accounting for other income of ' 1,694.80 Crores, interest expense of ' 27.46 Crores and depreciation of ' 788.23 Crores, profit
before exceptional items and tax amounted to ' 6,691.96 Crores.

The Government of India had notified four New Labour Codes with effect from November 21, 2025, consolidating the 29 existing
labour laws. Based on the assessment of the impact of these four New Labour Codes, the Company has provided for an amount
of ' 55.45 Crores in the financial statements, as an exceptional item of a non-recurring nature during the financial year ended
March 31, 2026. The Profit after exceptional item and before tax for the Company amounted to ' 6,636.51 Crores. Profit after tax
amounted to ' 5,040.82 Crores after income tax provision of ' 1,595.69 Crores. Total Comprehensive income for the financial
year, net of tax amounted to ' 5,138.24 Crores.

The financial statements of the Company are summarised as 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.

MATERIAL CHANGES AND COMMITMENTS
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY THAT HAVE OCCURRED AFTER
MARCH 31, 2026 TILL THE DATE OF THIS
REPORT

There has been no material change or commitment affecting
the financial position of the Company which have occurred
between the end of the financial year on March 31, 2026 and
the date of this Report.

The Company would like to inform the members that the Board
of Directors of the Company ("the Board"), at its meeting
held on May 21, 2026, had approved an investment of up to
' 750 Crores (Rupees Seven Hundred and Fifty Crores only)
as cash consideration for subscribing to 50% of the equity
share capital of Volvo Financial Services (India) Private Limited
("VFS India"). VFS India is a Middle Layer Non-Deposit taking
Non-Banking Financial Company registered with Reserve
Bank of India (RBI) and is currently engaged in the business
of providing financing, leasing, and other financial services to
customers and dealers of Volvo Group and VE Commercial
Vehicles Limited, in India. With said investment, the Company
intends to form a 50:50 joint venture which will work as
a captive financing arm to serve the customers of Volvo
Group, VE Commercial Vehicles Limited and the Company,
within the Indian market. Pursuant to the Board approval,
the Company has signed the Joint Venture Agreement and
the Share Subscription Agreement. The completion of
the transaction is subject to RBI approval and fulfilment
of conditions of Joint Venture Agreement and the Share
Subscription Agreement. For more details, please refer to the
public disclosure filed by the Company in this regard which
is available athttps://www.bseindia.com/xml-data/
corpfiling/AttachHis/7e7cf1f2-9732-4325-8029-
978df32aa8cd.pdf

DIVIDEND

The Board of Directors at its meeting held on May 22, 2026,
has recommended for approval of the shareholders, payment
of dividend of ' 82/- per equity share of face value of ' 1/-
each (@ 8200%) out of the profits for the financial year
2025-26 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 July 31, 2026 (record
date);

b) To all Members in respect of shares held in physical form as
of the close of business hours on July 31, 2026 (record date).

AMOUNTS TRANSFERRED TO RESERVES

During the financial year 2025-26, no amount was transferred
to the General Reserve of the Company.

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

The Company has sold 12,38,661 motorcycles in FY 2025-26,
23.2% higher as compared to sale of 10,05,340 motorcycles
during FY 2024-25. Out of 12,38,661 motorcycles sold in
FY 2025-26, 1,31,318 motorcycles were exported, which
is an increase of 28% over FY 2024-25 export volume of
1,02,583 motorcycles.

Net Revenue from operations for the FY 2025-26 was
' 22,699.73 Crores, 23% higher as compared to the previous
financial year's ' 18,451.46 Crores. Net Sales of spare parts,
gear and services increased to ' 3,271.72 Crores in FY 2025¬
26 from ' 2,657.62 Crores in the previous financial year, with a
growth of 23%.

Your Company's profit before depreciation, interest, other
income and tax was ' 5,812.85 Crores in the FY 2025-26,
higher by 22% over ' 4,768.00 Crores recorded in the
FY 2024-25.

MARKET AND FUTURE PROSPECTS

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

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 the financial year 2025¬
26.

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, 2026, was ' 27,43,14,204/-. During the financial year,
the Company has issued 65,224 Equity Shares (Face value '
1/- each) pursuant to its Employees Stock Option Plan, 2006
("ESOP, 2006") and 84,900 Equity Shares (Face value ' 1/-
each) under the Company's Restricted Stock Units Plan, 2019
("RSU Plan, 2019"). A statement giving complete details as at

March 31, 2026, 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 ishttps://www.eicher.in/content/dam/eicher-
motors/investor/financial-and-reports/annual-
reports/esop-statement-for-the-financialyear-
fy2025-26.pdf.

ESOP, 2006 and RSU Plan, 2019, for grant of stock options
have been implemented by the Company in accordance with
the aforesaid SEBI Regulations. A certificate in this regard
from M/s. AGSB & Associates, Secretarial Auditors, 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.

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 Companies Act,
2013 read with the Companies (Acceptance of Deposits)

Rules, 2014 during the financial year. 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 Companies Act,

2013 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 Companies Act, 2013 and Regulation 16 of SEBI (LODR)
Regulations, 2015. The Company maintains the requisite
Board composition as per SEBI (LODR) Regulations, 2015, with
majority of Independent Directors on the Board. As on March
31, 2026, 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 Companies Act, 2013
Mr. Siddhartha Vikram Lal (DIN: 00037645), Executive
Chairman, retires by rotation at the ensuing 44^th Annual
General Meeting and being eligible offers himself for re¬
appointment. The Board of Directors recommends his
reappointment as a Director in the same capacity.

Change in the Board and Key Managerial Personnel

During the financial year, there has been no change in the
composition of the Board of Directors and Key Managerial

Personnel of the Company. In accordance with the provisions
of Section 152 of the Companies Act, 2013, and the Company's
Articles of Association, Mr. Vinod Kumar Aggarwal (DIN:
00038906) retired by rotation at the 43^rd Annual General
Meeting held on August 21, 2025 and was re-appointed by the
shareholders of the Company.

The Board of Directors of the Company at its meeting
held on May 21, 2026, after taking into consideration the
recommendations of the Nomination & Remuneration
Committee approved the appointment of Mr. Vinod Kumar
Aggarwal (DIN: 00038906) as Executive Vice-Chairman (in
the capacity of Executive Director) with effect from May 21,
2026 for a period of three (3) years, subject to the approval
of the members of the Company. The Company has sought
approval of the shareholders for the appointment of Mr.

Vinod Kumar Aggarwal (DIN: 00038906) as Executive Vice¬
Chairman of the Company in the ensuing 44^th Annual General
Meeting of the Company. Shareholders are requested to refer
to the Notice of the Annual General Meeting for details.

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 Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014.

THE COMPANY'S POLICY ON DIRECTORS'
APPOINTMENT AND REMUNERATION

The Company's Hiring & Employment Policy:

A number of factors are considered while 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,
the 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:

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 by the Company for any
such action.

The Company's Remuneration Policy:

The Company's Compensation Strategy defines the principles
underlying the compensation philosophy for its employees.
Compensation is a critical piece of the 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 its employees. 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 (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 the employee; advance
towards medical insurance premiums; loans granted to
enable grantees exercise ESOPs and towards deposit of
perquisite tax thereon; loans/advances covered under the
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 of an amount not exceeding the employee's two months'
gross salary.

Remuneration by way of commission to the Non-Executive
Directors is decided by the Board of Directors within the limit
of 1% of the annual net profits of the Company in each of the
financial years, 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 employee(s) responsibility areas,
performance assessment, etc.

The policy is available on the website of the Company at
https://www.eicher.in/content/dam/eicher-motors/
investor/corporate-governance/codes-and-policies/
Remuneration%20Compensation%20Policy.pdf

ANNUAL EVALUATION OF BOARD,
COMMITTEES AND INDIVIDUAL DIRECTORS

The formal annual evaluation of the Board, Board Committees
and Individual Directors including the Chairman of the Board
for financial year 2025-26 was carried out by the Board
and concluded on May 21, 2026, 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
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 criteria such as thought contribution, business insights and
applied knowledge. The results of evaluation were discussed
by the Chairman with the Board/individual Directors. Once the
evaluation is complete, the implementation is assessed based
on the criteria set by the Nomination and Remuneration
Committee.

The Independent Directors also separately carried out
annual performance evaluation of the Chairman, the non¬
independent directors and the Board as a whole for financial
year 2025-26 as per the requirements of the Companies Act
and SEBI (LODR) Regulations, 2015 at their meeting held on
May 21, 2026.

MEETINGS OF BOARD OF DIRECTORS

Five (5) meetings of the Board of Directors of the Company
were conducted during the financial year. 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
COMPANIES ACT, 2013

The details of loans, guarantees and investments made by
the Company during the financial year which are covered
under Section 186 of the Companies Act, 2013 form part of
the notes no. 8 to 11, 41 and 46 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 43^rd
Annual General Meeting (AGM) held on August 21, 2025 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 the FY 2025-26 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,
said related party transactions between VECV and VGIPL for
FY 2026-27 are proposed for approval of the shareholders at
the ensuing 44^th Annual General Meeting by way of Ordinary
Resolution. Please refer to the notice of the 44^th Annual
General Meeting 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.eicher.in/content/dam/eicher-motors/
investor/corporate-governance/codes-and-policies/
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 financial year.

Royal Enfield North America Limited
(Wholly-owned Subsidiary)

Royal Enfield North America Ltd. ("RENA"), incorporated in
March 2015 as a wholly-owned subsidiary of Eicher Motors
Limited, is engaged in the distribution and sale of Royal Enfield
motorcycles, spares, accessories and riding gear across
North America. During the FY 2025-26, RENA sold 5,865
motorcycles, including 543 motorcycles sold to Royal Enfield
Canada Limited (its wholly-owned subsidiary), and recorded
a revenue of ' 244.82 Crores, including ' 21.30 Crores from
sales to Royal Enfield Canada Limited. As on March 31, 2026,
RENA had a network of 138 contracted multi-brand outlets
across the United States. During the FY 2025-26, RENA
participated in 32 dealer demonstration events and continued
its association with motorcycle racing and riding events such
as American Flat Track, Daytona, Vintage Motorcycle, Barber
and Build Train Race (BTR) programmes, with participation in
38 collective events. These events helped in strengthening
brand visibility and customer engagement across the region.

Royal Enfield Canada Limited
(Wholly-owned Subsidiary)

Royal Enfield Canada Limited ("RECA"), was incorporated
in April 2016 as a wholly-owned subsidiary of Royal Enfield
North America Ltd. ("RENA"), to manage the distribution and
sale of Royal Enfield motorcycles, genuine parts, accessories

and apparel in Canada. During the FY 2025-26, RECA sold
562 motorcycles and generated revenue of ' 25.08 Crores.

As on March 31, 2026, the Company operated through a
network of 20 multi-brand outlets across Canada. During the
FY 2025-26, RECA participated in five dealer demonstration
events, strengthening customer engagement and enhancing
the visibility of the Royal Enfield brand in Canada.

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

The Company commenced its operations in Brazil in 2016
through Royal Enfield Brasil Comercio de Motocicletas Ltda
("RE Brazil"), the Company's direct distribution subsidiary in
Brazil. During the previous financial year (FY 2024-25), RE
Brazil further strengthened its operational footprint in Brazil
with the establishment of its second motorcycle Completely
Knocked Down (CKD) assembly facility in Manaus. During the
FY 2025-26, RE Brazil delivered a strong performance, selling
34,264 motorcycles, representing a growth of 70.9% over the
previous financial year. Net revenue for the year ended March
31, 2026 was ' 1,156.88 Crores, reflecting a growth of 103.1%
compared to the previous financial year. The Company also
expanded its retail presence by onboarding 10 new dealerships
during the FY 2025-26, taking the total dealership network in
Brazil to 46 as on March 31, 2026.

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

Royal Enfield (Thailand) Ltd. ("RETH") was incorporated
on September 18, 2018 and commenced sales operations
in September 2019. During the previous financial year (FY
2024-25), RETH established its own CKD assembly facility
in Thailand, the first self-owned assembly facility of Royal
Enfield outside India which is also ISO 9001:14000 certified.
During the FY 2025-26, RETH achieved assembling eight (8)
Royal Enfield motorcycle models through its CKD assembly
facility, reinforcing its presence in the Thailand market. The
Company also commenced exports to Vietnam and initiated
rim assembly for supply to Eicher Motors Limited and Royal
Enfield Brasil Comercio de Motocicleta Ltda.

RETH continued to strengthen its presence in Thailand and is
represented through a dealer network of 28 exclusive stores,
one multi-brand outlet and seven authorised sales and
service points. Royal Enfield maintained its position as the
second-largest player in the mid-size motorcycle segment in
Thailand, with a market share of 19.3% during the FY 2025-26.
Royal Enfield continues to enjoy strong acceptance amongst
customers, riding communities, dealer partners, custom
builders and rental operators, supported by more than 60
Royal Enfield communities across the country.

During the FY 2025-26, RETH received two awards from the
Grand Prix Group, with the Goan Classic 350 being recognised
as the "Best Modern Classic" and the Super Meteor 650
receiving the "Modern Cruiser Middleweight" award. The
Company sold 3,161 motorcycles during the FY 2025-26 and
recorded revenue of ' 169.94 Crores, representing a growth of
43.7% over the previous financial year.

Royal Enfield UK Ltd
(Wholly-owned Subsidiary)

Royal Enfield UK Ltd. ("REUK") was incorporated in August
2019 and commenced sales operations in June 2020. REUK
commenced direct sales to the local dealers in the United
Kingdom ("UK"), without a local distributor, from May, 2023. As
at March 31, 2026, REUK had 51 sales and aftersales partners,
including 18 exclusive stores in the UK. As part of its network
development plans, REUK appointed leading dealer partners
and continued the development of new dealerships for the
forthcoming financial year.

During the FY 2025-26, REUK sold 3,292 motorcycles and
recorded revenue of ' 154.84 Crores, representing growth of
11% over the previous financial year. Royal Enfield achieved
the No. 2 position in the mid-size motorcycle segment
by market share in the UK. During the FY 2025-26, Royal
Enfield was ranked No. 2 in the National Motorcycle Dealer
Association's manufacturer-dealer relationship survey.

Royal Enfield Europe B.V.

(Wholly-owned Subsidiary)

Royal Enfield Europe BV ("RE Europe") was incorporated in
March 2024 and commenced sales operations from July
2025. RE Europe started selling directly in the Germany
market without a local distributor from October 2025. It has a
network of 68 dealers in Germany and some major distributors
in some Eastern European countries.

During the FY 2025-26, RE Europe sold 3,437 motorcycles
and achieved a revenue of ' 150.62 Crores.

Eicher Polaris Private Limited

Eicher Polaris Private Limited ("EPPL"), a joint venture
company, was involved in the 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
the voluntary liquidation (solvent liquidation) of EPPL and
appointed an insolvency professional as the liquidator. The
liquidation process is currently in progress.

VE Commercial Vehicles Limited

The overview of the performance of VE Commercial Vehicles
Limited is covered separately in the Annual Report on page
no. 476 to 483.

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 the 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

No company has become or ceased to be the Company's
subsidiary, joint venture or associate company during the
financial year 2025-26.

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

CORPORATE SOCIAL RESPONSIBILITY

The Board of 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 are given preference while formulating CSR Annual
Action Plan for the Company. The Company will continue to
support social projects that are consistent with the Policy.

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

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 as part
of the Annual Report. A statement containing the salient
features of the financial statements of each of the subsidiaries
and joint ventures in the prescribed Form AOC-1 is attached to
this Report.

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 ' 5,633.88 Crores for the FY 2025-26 as
compared to ' 4,504.12 Crores for the FY 2024-25.

AUDITORS

(a) Statutory Auditors and their report

M/s S. R. Batliboi & Co., LLP, Chartered Accountants
(Firm Registration Number: 301003E/E300005), were
re-appointed as Statutory Auditors in the 40^th (Fortieth)
Annual General Meeting (AGM) of the Company for
the second term of five consecutive years, from the
conclusion of the 40^th AGM till the conclusion of the
45^th AGM to be held in 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 the
financial statements of the Company for the financial
year ended March 31, 2026 pursuant to the provisions
of the Companies Act, 2013. 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.

(b) Secretarial Auditors and their report

The Board of Directors had 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
SEBI (LODR) Regulations, 2015 read with SEBI Circular
No. SEBI/HO/CFD/ CFD-PoD-2/CIR/P/2024/185 dated
December 31, 2024 and the Companies Act, 2013 to
conduct the Secretarial Audit of the Company. The said
appointment was approved by the shareholders at the
43^rd Annual General Meeting of the Company.

As required under Section 204 of the Companies Act,
2013, the Secretarial Audit Report for the financial year
ended March 31, 2026 is annexed as Annexure-5 to
this Report. The Secretarial Auditors' Report is self¬
explanatory and do not contain any qualifications,
reservations or adverse remarks.

Further, 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. Pursuant to provisions of Regulation 24A 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.

(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 Auditor to carry out audit of the cost records of
the Company for FY 2025-26 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 the 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 the Board during the
financial year under review.

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

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

INTEGRATED REPORT

The Company has prepared an Integrated Annual Report for
FY 2025-26 which will help the stakeholders to understand the
Company's economic, environmental, social and governance
performance more effectively and analyse the financial and
non-financial performance of the Company. Said Report will
provide a better understanding of the Company's long-term
perspective to the shareholders. This Report is 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
ishttps://eicher.in/content/dam/eicher-motors/
investor/financial-and-reports/annual-reports/eml-
mgt-7-2025-26-Final.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, 2026, 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, 2026 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 have held their respective positions for a part of the year in either FY
2024-25 or in FY 2025-26 has not been annualised.

#With the appointment of Mr. Siddhartha Lai as the Executive Chairman and cessation as the Managing Director of the Company w.e.f.
February 13,2025, the Nomination and Remuneration Committee and the Board made changes in his remuneration commensurate with his
new position in the Company.

*The % change in remuneration is not comparable as the said Directors held their respective positions for a part of the year either in FY
2024-25 or in FY 2025-26 and hence the same is not provided.

Note:

A) The annual remuneration of Mr. Govindarajan Balakrishnan
for the FY2024-25, without considering the perquisite
value of employees' stock options on exercise, was'837
Crores. During the FY2025-26, no stock options were
exercised by Mr. Govindarajan Balakrishnan. His annual
remuneration for the FY2025-26 was ' 10.54 Crores, as
compared to ' 837 Crores for FY2024-25, representing
an increase of 25.9%.

B) The annual remuneration of Ms. Vidhya Srinivasan for the
FY2025-26, was'438 Crores without considering the
perquisite value of employees' stock options exercised
during the year, representing an increase of 19% from FY
2024-25.

C) Until March 31,2026, Mr. Vinod Kumar Aggarwal was the
Managing Director and CEO of VE Commercial Vehicles Ltd
(VECV), a material subsidiary of the Company and drew
remuneration from VECV in accordance with the limits

permitted under the Companies Act, 203 and the rules
thereunder and as approved by the Nomination and
Remuneration Committee and the Board of VECV. No
remuneration was paid to Mr. Vinod Kumar Aggarwal
from the Company during the FY2025-26. As part
of his remuneration from VECV he was 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 FY2025-26, certain stock
options have been granted to Mr. Vinod 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: 8.63%

3) Number of permanent employees on the rolls of
Company as at March 31, 2026: 5,333 employees
consisting of 4,935 male and 398 female.

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 manageric
remuneration:

The average percentage increase in remuneration of
the employees (other than managerial personnel) in the
financial year was 8.4%, however there was a decrease in
the managerial remuneration of 25.2%. 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
6.3%, however there was a decrease in the managerial
remuneration of 34.4%.

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 (Appointmen
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 atinvestors@
eichermotors.com. The said information is also
available for inspection at the Registered Office of the
Company during working hours till the date of the Annual
General Meeting.

RISK MANAGEMENT

Requisite information is provided under Management Discussior
and Analysis Report which forms part of the Annual Report on
page no. 156.

COMPLIANCE OF 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

The Company has zero tolerance towards sexual harassment
at the workplace and towards this end, has adopted a policy
in line with the provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
and the Rules made thereunder. All employees (permanent,
contractual, temporary, trainees) are covered under the said

policy. An Internal Complaints Committee is also formed,
as per the requirement of the aforesaid Act, to redress
the complaints received on sexual harassment. During the
financial year under review, the Company has received three
complaints of sexual harassment. As per the prescribed
process, enquiries have been conducted and the complaints
were closed during the year.

The Company also conducts various programmes in the
organisation on a continuous basis for spreading awareness.
During the financial year, approximately 15,342 employees/
trainees participated in awareness programs on prevention of
sexual harassment at workplace. The training/ programs were
conducted through workshops, e-learning modules and as
part of new hires induction programme.

The following is a summary of sexual harassment complaints
received and closed during the financial year:

COMPLIANCE OF THE PROVISIONS RELATING
TO THE MATERNITY BENEFITS ACT, 1961

Your Company is in compliance with the provisions of the
Maternity Benefits Act, 1961 for the year ended March 31, 2026.

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, there was no one-time settlement
with any bank or financial institution. Hence, no valuation was
required to be undertaken.

ACKNOWLEDGEMENT

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
For Eicher Motors Limited

Siddhartha Lal Govindarajan Balakrishnan

Executive Chairman Managing Director

DIN: 00037645 DIN:03093035

Place: Gurugram Place: Gurugram

Date: May 22, 2026 Date: May 22, 2026