To the Members of Eicher Motors Limited

The Directors have pleasure in presenting the 40th Annual Report along with the Audited Financial Statements of your Company for the financial year ended March 31, 2022.

FINANCIAL RESULTS

Your Company has earned a total revenue of Rs. 10,122.86 crores during the financial year 2021-22. The profit before depreciation and interest amounted to Rs. 2,113.56 crores, which is 20.9% of the total revenue. After accounting for other income of Rs. 454.28 crores, interest expense of Rs. 10.25 crores and depreciation of Rs. 445.52 crores, profit before tax amounted to Rs. 2,112.07 crores.

Profit after tax amounted to Rs. 1,586.22 crores after an income tax provision of Rs. 525.85 crores. Total Comprehensive income for the year, net of tax amounted to Rs. 1,577.09 crores.

The financial results are summarized below:

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY THAT HAVE OCCURRED AFTER MARCH 31, 2022 TILL THE DATE OF THIS REPORT-

There have been no material changes or commitments affecting the financial position of the Company which have occurred after March 31, 2022 till the date of this report.

DIVIDEND

The Board of Directors at its meeting held on May 13, 2022, has recommended for approval of the shareholders, payment of dividend of Rs. 21/- per equity share of face value of Re. 1/- each (@2100%) out of the profits for the financial year 2021-22 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 dematerialized 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 17, 2022 (record date); b) To all Members in respect of shares held in physical form after giving effect to valid transfer/transmission in respect of transfer/transmission requests properly lodged with the Company on or before the close of business hours on August 17, 2022 (record date).

AMOUNTS TRANSFERRED TO RESERVES

During the financial year 2021-22, no amount was transferred to the General Reserve of the Company.

BRIEF DESCRIPTION OF THE STATE OF COMPANY’S AFFAIRS- BUSINESS PERFORMANCE

Your Company has sold 6,02,268 motorcycles in the financial year 2021-22, 1.6% lower when compared to 2020-21 sales of 6,12,350 motorcycles. Out of 6,02,268 motorcycles sold in 2021-22, 81,032 motorcycles were exported, an increase of 109.8% over previous year export volume of 38,622 motorcycles in 2020-21.

Net Revenue from operations for 2021-22 year was Rs. 10,122.86 crores, 17.4% higher when compared with previous year Rs. 8,619.04 crores. Net Sales of spare parts, gears and services increased to Rs. 1,395.07 crores in 2021-22 from Rs. 991.44 crores in the previous year, with a growth of 40.7%. Your Company’s profit before depreciation, interest, exceptional item and tax was Rs. 2,113.56 crores in 2021-22, higher by 18.3% over Rs. 1,786.51 crores recorded in 2020-21.

MARKET AND FUTURE PROSPECTS

Please refer to 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 2021-22.

CHANGES IN SHARE CAPITAL & 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, 2022, was Rs. 27,34,23,102/-. During the year under review, the Company has issued 37,180 Equity Shares (Face value Re. 1/- each) pursuant to its Employees Stock Option Plan, 2006 ("ESOP, 2006") and 50,000 Equity Shares (Face value Re. 1/- each) pursuant to its Restricted Stock Units Plan, 2019 ("RSU Plan, 2019").

A Statement giving complete details as at March 31, 2022, 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 weblink for the same is https:// www.eicher.in/uploads/1658479599-eicher-motors-esop-statement-2021-22-final.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 (Formerly M/s. Shweta Banerjee & 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.

DEPOSITS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with Section 149(7) of the Act and Regulation 25(8) of SEBI (LODR) Regulations, 2015 Independent Directors of the Company have given written declarations to the Company confirming that they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI (LODR) Regulations, 2015. As on March 31, 2022, all Independent Directors of the Company have valid registrations with the Independent Directors’ databank maintained by Indian Institute of Corporate Affairs in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

Director liable to retire by rotation

In accordance with the provisions of Section 152 and other applicable provisions of the Act, Mr. Vinod K. Aggarwal, Non-Executive Director, retires by rotation at the ensuing 40th Annual General Meeting and being eligible offers himself for re-appointment. The Board of Directors recommends his reappointment.

Change in the Board and Key Managerial Personnel

The Board of Directors of the Company at its meeting held on August 12, 2021 appointed Mr. Govindarajan Balakrishnan, as Additional Director (Whole-time) of the Company, liable to retire by rotation, for a period of 5 (five) years with effect from August 18, 2021, after taking into consideration recommendations of the Nomination & Remuneration Committee of the Company and subject to requisite approval of the shareholders at the ensuing 40th Annual General Meeting. In the opinion of the Board, Mr. Govindarajan Balakrishnan possesses requisite skills & expertise in the context of business of the Company. For details of skills/expertise/competencies of Mr. Govindarajan Balakrishnan, please refer Corporate Governance Report forming part of this Annual Report. Further, the Board of Directors on the recommendation of Nomination and Remuneration Committee at its meeting held on May 13, 2022 appointed Mr. Govindarajan Balakrishnan as Chief Executive Officer of Royal Enfield. With said appointment, Mr. Govindarajan Balakrishnan becomes the CEO - Royal Enfield, and Whole-time Director on the Board of Eicher Motors Limited.

During the year under review, the shareholders of the Company through Postal Ballot concluded on October 24, 2021 had approved the re-appointment of Mr. Siddhartha Lal as Managing Director of the Company for a term of 5 (five) years with effect from May 1, 2021. Mr. Siddhartha Lal, being a non-resident Indian, his reappointment required approval of Central Government and the same was obtained vide Central Government approval letter dated December 31, 2021. Mr. Vinod K. Dasari, Whole-time Director and CEO-Royal Enfield, resigned w.e.f. August 13, 2021 and Mr. Manhar Kapoor, Chief Legal Counsel & Company Secretary, resigned w.e.f. March 11, 2022. There has been no other change in the Directors and Key Managerial Personnel of the Company during the financial year under review.

The Company’s Hiring & Employment Policy:

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

• Ability to contribute to strategic thinking

• Pro-ciency 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, our practices ensure through the selection process that all Directors:

• Exhibit integrity and accountability

• Exercise informed judgment

• 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 member from the Board of Directors. 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 fulfill the fiduciary duties of a Director for the Company iv. Acting in any other manner which is against the interests of the Company

The Company’s Remuneration Policy:

The Company’s Compensation Strategy defines the principles underlying compensation philosophy for its employees. Compensation is a critical piece of overall human-resources strategy and broadly refers to all forms of financial returns and tangible benefits that employees receive as a part of 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, 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-?-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 authorized by them, including for relocation viz. school deposits/expenses, travel/logistics expenses, housing advance, housing deposits/ brokerage, any other expenses towards relocation; advance submission of tax deducted at source by the Company on behalf of employee; advance towards medical insurance premiums; loans granted to enable grantees exercise ESOPs and towards deposit of perquisite tax thereon; loans/advances covered under Employees Union recognized 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/uploads/1561782697firemuneration-policy.pdf

ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS

During the financial year under review, formal annual 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 March 30, 2022.

The Nomination and Remuneration Committee 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 & effectiveness of the process.

Separate meetings of Independent Directors were also held on February 14, 2022 and March 30, 2022, 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).

MEETINGS OF BOARD OF DIRECTORS

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

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

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

PARTICULARS OF RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered into by the Company during the financial year with related parties are in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. Requisite approval of the Audit Committee and the Board (wherever required) was obtained by the Company for all 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. There are no transactions that are required to be reported in Form AOC-2, hence the said form does not form part of this report. However, the details of the transactions with Related Parties are provided in the Company’s financial statements in accordance with Indian Accounting Standards. 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:

Sl. No. Name of Members

1 Mr. S. Sandilya (Chairman)

2 Mr. Siddhartha Lal

3 Ms. Manvi Sinha

4 Mr. Inder Mohan Singh

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 behavior, 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/uploads/1652950270-eicher-whistle-blower-policy.pdf

Highlights of performance of subsidiaries and joint venture Companies and their contribution to the overall performance of the Company during the year under review Royal Enfield North America Limited (RENA)

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 7,305 motorcycles (including 576 motorcycles sold to Royal Enfield Canada Limited, 100% subsidiary of RENA) during the year 2021-22 and achieved revenue of Rs. 257.48 crores (including revenue of Rs. 20.22 crores from sales to Royal Enfield Canada Limited). As of March 2022, RENA had contracted with 125 multi brand outlets in USA. The company participated in multiple race events and won the American Flat Track (AFT) Lima Half Mile for the first time in June 2021 along with six top 5 finishes in other AFT events with custom Twin FT.

Royal Enfield Canada Limited (RECA)

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 2021-22, the company sold 576 motorcycles and achieved revenue of Rs. 21.57 crores. As of March 2022, RECA had contracted with 13 multi brand outlets in Canada.

Royal Enfield Brasil Comercio De Motocicletas Ltda.

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 2021-22, there was a capital infusion of Rs. 111.19 crores in Royal Enfield Brasil Comercio De Motocicletas Ltda and the company sold 7,874 motorcycles and achieved a revenue of Rs. 132.24 crores.

Royal Enfield (Thailand) Ltd

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, 3 studio stores and 14 authorized sales and service points. The company has commenced its manufacturing operations through CKD and started selling motorcycles assembled in Thailand in 2021-22. During the year 2021-22, the company received three awards from the coveted Grand Prix group for Classic 350 being the "Best Modern Classic Light weight", Meteor being the "Best Modern Classic over 250cc" and Himalayan being "Best Lightweight Tourer" motorcycle. The company has sold 2,021 motorcycles and achieved revenue of Rs. 75.04 crores and there was a capital infusion of Rs. 7.26 crores.

Royal Enfield UK Ltd

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 8 to 11 exclusive stores and 52 to 61 Authorized Sales & Service Points. During the year 2021-22, the company sold 7,083 motorcycles against the plan of 5,760 motorcycles, reflecting a rise in the mid-size market share in the UK from 14.3% in 2020-21 to 18.6% in 2021-22, and achieved a revenue of Rs. 182.63 crores.

Eicher Polaris Private Limited (EPPL)

Eicher Polaris Private Limited, a joint venture company, was involved in manufacturing and sales of personal utility vehicles. The Board of Directors and Shareholders of EPPL at their respective meetings held on February 18, 2020 approved voluntary liquidation (solvent liquidation) of EPPL and appointed an insolvency professional as the liquidator. The liquidation process is currently under progress.

VE Commercial Vehicles Limited and its step-down subsidiaries

Overview of performance covered separately in the Annual Report.

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

Pursuant to the provisions of Section 129(3) of the Act, a report containing salient features of the financial statements of the Company’s subsidiaries and joint venture Company in Form AOC-1 is attached as Annexure-2.

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 2021-22.

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

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

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

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

CORPORATE SOCIAL RESPONSIBILITY -

The Company has constituted a Corporate Social Responsibility (CSR) Committee and has framed a Corporate Social Responsibility Policy and identified Local Area Development, Social Mission (Responsible Travel) and Road safety, as themes which will be given preference while formulating Annual Actions 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-3.

CONSOLIDATED FINANCIAL STATEMENTS-

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

Pursuant to Section 136 of the Act, the financial statements, consolidated financial statements and separate accounts of the subsidiaries are available on the website of the Company at www.eicher.in. 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. 1,657.44 crores for the financial year 2021-22 as compared to Rs. 1,381.24 crores for the previous year 2020-21.

(a) Statutory Auditors and their report

M/s S.R. Batliboi & Co., LLP, Chartered Accountants (Firm Registration Number: FRN 301003E/E300005) were appointed as Statutory Auditors in the 35th (Thirty Fifth) Annual General Meeting (AGM) of the Company for a period of five years, from the conclusion of 35th AGM till the conclusion of the ensuing 40th AGM and are eligible for reappointment. The Statutory Auditors had carried out audit of financial statements of the Company for the financial year ended March 31, 2022 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 Company has received a confirmation from the Auditors to the effect that if they are reappointed, it will be in accordance with the limits specified under the Companies Act, 2013 and that they satisfies the criteria specified in Section 141 of the Companies Act, 2013 read with Rule 4 of Companies (Audit & Auditors) Rules 2014. The Board is of the opinion that continuation of M/s S.R. Batliboi & Co., LLP, as Statutory Auditors will be in the best interests of the Company and therefore, the members are requested to consider their re-appointment as Statutory Auditors of the Company, for a term of five years, from the conclusion of the ensuing 40th Annual General Meeting, till the conclusion of 45th Annual General Meeting to be held in the year 2027.

(b) Secretarial Auditors and their report

The Board of Directors has appointed M/s. AGSB & Associates (Formerly M/s. Shweta Banerjee & Associates),

Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2022. As required under Section 204 of the Companies Act, 2013, the Secretarial Audit Report is annexed as Annexure-4 to this Report. The Secretarial Auditors’ Report is self-explanatory and does not contain any qualifications or adverse remarks which require any clarification or explanation. 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-5 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 Auditors to carry out audit of the cost records of the Company for the financial year 2021-22 pursuant to the provisions of the Companies Act, 2013. The Cost Auditor shall submit its report to the Board of Directors within the time prescribed under the Companies Act, 2013 and the rules made thereunder.

DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS

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

MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTS

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.

INTEGRATED REPORT-

The Company has voluntarily prepared an Integrated Report which will help stakeholders to understand the Company’s economic, environmental, social and governance performance more effectively and analyzing 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 available on the website of the Company at www.eichermotors.com.

ANNUAL RETURN

The Annual Return as required under Section 92 (3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the website of the Company and the weblink for the same is https://www.eicher.in/uploads/1658479740- annual-return-mgt-7-fy-2021-22.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, 2022, 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 judgment 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, 2022 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:

*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 2020-21 or in FY 2021-2

# Figures in bracket represent percentage decrease in remuneration

Note: 1) Mr. Vinod K. Aggarwal, Non-Executive Director, 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: 8%

3) Number of permanent employees on the rolls of Company as at March 31, 2022: 4,739 employees.

4) The average increase in median remuneration of the employees (other than managerial personnel) was 8% as compared to the increase in the managerial remuneration by 8%.

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

Further, a statement containing particulars of top ten employees in terms of the remuneration drawn and employees drawing remuneration in excess of the limits set out in Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, are provided as part of the Directors’ Report. However, in terms of provisions of Section 136 of the said Act, the Annual Report is being sent to all the members of the Company and others entitled thereto, excluding the said statement. Any member interested in obtaining such particulars may write at investors@eichermotors.com. The said information is also available for inspection at the Registered Office of the Company during working hours till the date of Annual General Meeting.

RISK MANAGEMENT

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

COMPLIANCE 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

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

PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016-

There are no proceedings initiated/ pending against your Company under the Insolvency and Bankruptcy Code, 2016.

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

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.

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.