To the Members of Eicher Motors Limited

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 at https://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 202526 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 202526.

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 is https://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 reappointment. 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 ViceChairman 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 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 nonindependent 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.

(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.

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.

(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 selfexplanatory 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 is https://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, 2013 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 manageria 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 (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 the Annual General Meeting.

RISK MANAGEMENT

Requisite information is provided under Management Discussion 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.