Director Report

Your Directors have pleasure in presenting the 42nd annual report together with the audited financial statements for the year ended 31st March, 2023.

Financial Results

The Company's financial performance during 2022-23 as compared to the previous year 2021-22 is summarized below:

( Rs. in million)

*net of deferred tax assets of Rs. 58 million (previous year deferred tax liabilities Rs. 12 million)

Financial Highlights

The total revenue was Rs. 1,196,842 million as against Rs. 900,891 million in the previous year showing an increase of 32.85%. Sale of vehicles in the domestic market was 1,706,831 units as compared to 1,414,277 units in the previous year showing an increase of 20.69%. Total number of vehicles exported was 259,333 units as compared to 238,376 units in the previous year showing an increase of 8.79%.

Profit before tax (PBT) was Rs. 101,591 million against Rs. 45,823 million showing an increase of 121.70% and profit after tax (PAT) stood at Rs. 80,492 million against Rs. 37,663 million in the previous year showing an increase of 113.72%.

Dividend

The Board recommends a dividend of Rs. 90/- per equity share of Rs. 5/- each for the year ended 31st March, 2023 amounting to

Rs. 27,187 million. No amount was carried to General Reserve. The Company has formulated a dividend distribution policy and the same is available on the website of the Company at the web-link https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/ MSIL_Dividend_Distribution_Policy.pdf

Operational Highlights

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

Consolidated Financial Statements

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

Performance of Subsidiaries, Associates and Joint Venture Companies

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

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

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

Material Subsidiaries

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

Deposits

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

Annual Return

The annual return of the Company for the year 2022-23 is available on the website of the Company at the web-link https:// www.marutisuzuki.com/corporate/investors/company-reports

Particulars of Loans, Guarantees and Investments

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

Board of Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Act and the Articles of Association of the Company, Mr. Kinji Saito (DIN: 00049067), Non-Executive Director and Mr. Kenichi Ayukawa (DIN: 02262755), Non-Executive Director of the Company, will retire by rotation at the ensuing Annual General Meeting and being eligible have offered themselves for re-appointment.

Mr. Kenichiro Toyofuku (DIN: 08619076) was re-appointed as a Whole-time Director designated as Director (Corporate Planning) of the Company for a period of 3 years with effect from 5th December, 2022 at the 41st Annual General Meeting of the Company held on 31st August, 2022.

Independent Directors

The Company has received declarations of independence in accordance with the provisions of Section 149 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014 along with Regulation 16 and Regulation 25 of the Listing Regulations from all the Independent Directors. Under the relevant provisions of the Act and the Listing Regulations, one separate meeting of the Independent Directors was held during 2022-23. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise and hold highest standards of integrity.

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

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained, in terms of Section 134 of the Act, your Directors state that: a) in the preparation of the annual accounts, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

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

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

Board Meetings

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

Board Committees

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

The annual report on CSR activities containing details of CSR Policy and other prescribed details are given in Annexure - A.

Risk Management

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

Internal Financial Controls

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

Vigil Mechanism

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

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

Related Party Transactions

The Company has a policy on related party transactions which is available on the website of the company at the web-link https:// marutistoragenew.blob.core.windows.net/msilintiwebpdf/Policy_ on_Related_Party_Transactions_New.pdf

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

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

Performance Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, the annual performance evaluation of the Board, its committees and the Directors was carried out as per the Nomination and Remuneration Policy of the Company. The evaluation of the performance of the Board, its Chairman and the Non-Independent Directors was carried out by the Independent Directors. The evaluation of the performance of the Directors individually was done by the Nomination and Remuneration Committee and the evaluation of the performance of the Board, its committees and the individual Directors was done by the Board. The criteria for the evaluation of individual Directors included a) the extent of engagement and contribution to the affairs of the Company including by way of attendance in Board and committee meetings; b) ability to discharge their duties and obligations diligently in the best interest of the Company; c) ability to provide effective leadership and checks and balances towards sustaining the highest levels of corporate governance; d) exercise duty of care and skill in the discharge of their functions; e) exercise independence of judgment and bring about objectivity to the Board process; and f) safeguarding the interest of all the stakeholders specially the minority shareholders. The evaluation criteria of the performance of the Board and its committees included, inter-alia, their culture and management with various factors like environment of discussion, their roles and responsibilities, effectiveness to govern the organisation, diversity, expertise, experience, independence of Directors, integrity, their composition, attendance, participation levels, bringing specialised knowledge for decision making, smooth functioning, effective decision making, terms of reference, conduct of committees and frequency of meetings, etc. The Directors expressed their satisfaction with the evaluation process.

The Board also noted that the Independent Directors had fulfilled the independence criteria as specified in the Listing Regulations and were independent from the management.

Nomination and Remuneration Policy

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

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

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

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

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

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

Corporate Governance Report

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

Management Discussion and Analysis Report

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

Secretarial Standards

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

Personnel

As required by the provisions of Section 197 of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the particulars of the employees are set out in Annexure - E. However, as per the provisions of Section 136 of the Act, the annual report is being sent to all the members of the Company excluding the aforesaid information. The said information is available for inspection by the members at the registered office of the Company up to the date of the ensuing Annual General Meeting. Any member interested in obtaining such particulars may write to the Company Secretary at the registered office of the Company.

Cost Auditors and Records

In accordance with the provisions of Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, M/s R.J. Goel & Co., Cost Accountants, New Delhi (Registration No. 000026) were appointed as the Cost Auditors of the Company to carry out the cost audit for 2023-24. The maintenance of cost records as specified by the Central Government under Section 148 (1) of the Act is required by the Company and such accounts and records are made and maintained.

Auditors

The statutory auditors, M/s Deloitte Haskins & Sells LLP were appointed at the 40th Annual General Meeting of the Company to hold the office till the conclusion of the 45th Annual General Meeting of the Company. In compliance with the conditions of the Foreign Direct Investment, a certificate has been obtained from Deloitte Haskins & Sells LLP for the downstream investments made by the Company.

Secretarial Audit Report

In accordance with the provisions of Section 204 of the Act read with The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, the Board appointed M/s RMG & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit for the financial year 2022-23. The report on secretarial audit is attached as Annexure - F.

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

CRISIL Ratings

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

Quality

The Company has established and is maintaining an environmental management system (EMS) since 1999. During the year, surveillance audit for ISO 14001 was carried out by M/s VIN?OTTE nv, Belgium for the manufacturing plants located at Gurugram, Manesar and Rohtak R&D Centre.

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

Awards/Recognition/Rankings

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

a. Mr. R.C. Bhargava, Chairman of the Company was conferred the ‘Business Icon – Corporate Visionary Award' at the 10th edition BT MindRush by Business Today.

b. ‘Manufacturer of the Year' title at Jagran HiTech Awards 2022 and also at 1st edition of Acko Drive Awards 2023.

c. ‘Outstanding Commitment in road safety by corporates' by FICCI for the road safety efforts of the Company.

d. ‘Best Innovative CSR Project of the Year' award at 5th Edition of Corporate Social Responsibility Summit 2022.

e. ‘Company with Best CSR Impact' at the 8th CSR Impact Awards 2022.

f. Excellent Position Under Auto & Ancillary Products Category at the ‘CII SCALE' Supply Chain and Logistics and Excellence Awards.

g. Platinum-Par Excellence award along with First, Second and Third prizes at CII ‘Supervisory Skill Competition 2022.

h. "Best Innovation AI/ML Services" at Amazon AI Concave 2022.

i. ‘CSR Leadership Award for Employment Creation' and ‘CSR Leadership Award for deploying Technology in CSR" for Automated Driving Test Center at India CSR Leadership Award, 2022.

j. The Grand Vitara was conferred:

• "Car of the year" & Mid- size SUV of the Year at Autocar Awards 2023.

• ‘Automobile of the Year' at Car – India Bike Awards 2022.

• ‘New Product of the Year' at Zee Awards 2022.

• ‘Best of 2022' title at AutoX Awards.

• ‘Viewer's Choice Car of the Year' at Jagran HiTech Awards 2022 and at Indian Vehicle Awards, 2023.

• ‘Best 4x4 of the Year' at the Autoportal Best Car Awards 2022.

• ‘SUV of the Year 2022' at ABP Auto Awards, 2022.

• ‘Compact SUV of the Year' at Acko Drive Awards, 2023. k. The Baleno bagged:

• ‘Hatchback of the Year' award at Autocar Awards 2023 and Zee Auto Awards 2022.

• ‘Best Pre-Owned Large Hatchback Award' at OLX Autos Autocar Pre-Owned Car Awards 2023.

• ‘Best Hatchback Award' at Autoportal Best Car Awards 2023.

• ‘Premium Hatchback of the Year' at Motor Vikatan Awards, 2023.

• ‘Sub-compact car of the Year' at Acko Drive Awards, 2023. l. The New Brezza was awarded:

• ‘Facelist SUV of the Year' at Jagran HiTech Awards 2022.

• ‘Update of the Year 2023' at Indian Vehicle Awards.

• ‘Sub Compact SUV of the Year' at Acko Drive Awards, 2023 and at ABP Auto Awards, 2022.

• ‘Best Pre-Owned Compact SUV' at OLX Autos Autocar Pre-Owned Car Awards, 2023.

m. The Ertiga was titled as the ‘Best Pre-Owned MPV' and ‘Best Pre-Owned car of the Year' at OLX Autos Autocar Pre-Owned Car Awards 2023.

n. Ciaz won the ‘Best Pre-owned Midsize Sedan' award at OLX Autos Autocar Pre- owned Car Awards, 2023.

o. Alto K10 won the ‘Entry Level Hatchback of the Year' award at Vikatan Awards 2023 and ‘Entry Level Car of the Year' at ABP Auto Awards, 2022.

p. Alto won the ‘People's Car of the Year' award at Jagran HiTech Awards 2023 and ‘Entry-level car of the Year' at the Acko Drive Awards, 2023.

q. Celerio won the ‘Hatchback of the Year' award at Motoring World Awards 2022.

r. The CV Awards 2023 awarded EECO Cargo the ‘Commercial Van of the Year'.

Acknowledgment

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

For and on behalf of the Board of Directors

New Delhi 26th April, 2023