Maruti Suzuki India Ltd Directors Report

Your Directors have pleasure in presenting the 45^th Annual Report together with the audited financial statements for the year ended 31^st March 2026.

Financial Results

The Companys financial performance during the year 2025-26 as compared to the previous year 2024-25 is summarised below:

Particulars	2025-26	2024-25?
Total income	1,876,580	1,579,326
Profit before tax	188,629	194,127
Tax expense	44,175	51,151
Profit after tax	144,454	142,976
Balance at the beginning of the year	750,918	648,048
Profit for the year	144,454	142,976
Other comprehensive income arising from remeasurement of defined benefit obligation*	379	(643)
Income on employee welfare fund	(192)	(232)
Expenses on employee welfare fund	(136)	69
Payment of dividend on equity shares	(42,444)	(39,300)
Balance at the end of the year	852,979	750,918

*net of deferred tax assets of Rs. 127 million (previous year deferred tax assets of Rs. 225 million).

?comparative figures of the year 2024-25 have been restated and for complete details please refer note 35 of the standalone financial statements.

Financial Highlights

The total income was Rs. 1,876,580 million as against Rs. 1,579,326 million in the previous year showing an increase of 18.82%. Sale of vehicles in the domestic market was 1,974,939 units as compared to 1,901,681 units in the previous year showing an increase of 3.85%. Total number of vehicles exported was 447,774 units as compared to 332,585 units in the previous year showing an increase of 34.63%.

Profit before tax (PBT) was Rs. 188,629 million against Rs. 194,127 million showing a decrease of 2.83% and Profit After Tax (PAT) stood at Rs. 144,454 million against Rs. 142,976 million in the previous year showing an increase of 1.03%.

Dividend

The Board recommends a dividend of Rs. 140/- per equity share of Rs. 5/- each for the year ended 31^st March 2026 amounting to Rs. 44,016 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://www.marutisuzuki.com/pdf-viewer Rs.pdf=%2Fc ontent%2Fdam%2Farena-eds%2Fcorporate%2Fpdf%2Fcode- and-policies%2FMSIL Dividend Distribution Policv.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 as 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).

The Board of Directors at its meeting held on 29^th January 2025 had approved the Scheme of Amalgamation ("Scheme") between the Company, Suzuki Motor Gujarat Private Limited (SMG) (a wholly owned subsidiary of the Company) and their respective shareholders and creditors as per the applicable provisions of the Act and rules framed thereunder. The Scheme was approved by the Plonble National Company Law Tribunal, New Delhi ("NCLT") vide its order dated 6^th November 2025. The Company had filed the certified copy of the order issued by the Flonble NCLT, with the Registrar of Companies, Delhi I and the Scheme became effective from 1^st December 2025. Accordingly, SMG ceased to be the subsidiary of the Company w.e.f. 1^st December 2025.

Further, no other 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://prod-arena.marutisuzuki.com/corporate/ investors/companv-updates.

Material Subsidiaries

As stated above, pursuant to the amalgamation of Suzuki Motor Gujarat Private Limited (SMG) (a wholly owned material subsidiary of the Company) into and with the Company w.e.f. 1^st December 2025, SMG ceased to be the material subsidiary of the Company.

The Company does not have any material subsidiary as on 31^st March 2026.

In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the ‘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://www.rn arutisuzuki.com/pdf-viewer Rs.pdf=%2Fcontent %2Fdam%2Farena-eds%2Fcorporate%2Fpdf%2Fcode-and- policies%2FPolicv 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 2025-26 is available on the website of the Company at the web-link https:// prod-arena.marutisuzuki.com/corporate/investors/companv- updates.

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. Kazunari Yamaguchi, Director (Production) and Mr. Toshihiro Suzuki, 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. Koichi Suzuki was appointed as Non-Executive Director liable to retire by rotation at the 44^th Annual General Meeting.

Mr. Kenichiro Toyofuku was re-appointed as Whole-time Director designated as Director (Sustainability) for a further period of three years with effect from 5^th December 2025 up to 4^th December 2028.

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.

Linder the relevant provisions of the Act and the Listing Regulations, one separate meeting of the Independent Directors was held during the year 2025-26. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, expertise and experience (including the proficiency) and hold highest standards of integrity.

Familiarisation Programme

Thedetailsofthefamiliarisation programmesforthe Independent Directors are available on the website of the Company at the weblink https://www.marutisuzuki.com/pdf-viewer Rs.pdf=%2Fc ontent%2Fdam%2Farena-eds%2Fcorporate%2Fpdf%2Fcode- and-documents%2FFamiliarization Programmes for Independent Directors 06.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 judgements 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 circulated in advance to the Directors. During the year under review, six board meetings were held, the details of which are given in the Corporate Governance Report.

Board Committees

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

Corporate Social Responsibility (‘CSR)

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 the 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.

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 vigil mechanism under 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 behaviour, 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 Companys website at the web link

https://www.marutisuzuki.com/pdf-viewer Rs.pdf=%2Fcontent %2Fdam%2Farena-eds%2Fcorporate%2Fpdf%2Fcode-and- policies%2FMSIL-RPT-Policv-04082026.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 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

For details on the performance evaluation, please refer to the Corporate Governance Report.

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://www. marutisuzuki.com/pdf-viewer Rs.pdf=%2Fcontent%2Fda m%2Farena-eds%2Fcorporate%2Fpdf%2Fcode-and- policies%2FNomination and Remuneration Policy update, pdf

Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Maternity Benefits Act, 1961

The Company has in place an Anti-Sexual Plarassment Policy in line with the requirements of the Sexual Plarassment 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:

a) Number of complaints filed	2
b) Number of complaints disposed of	2
c) Number of complaints pending as on the end of financial year	Nil
d) Number of complaints pending for more than ninety days	Nil

It is also confirmed that the Company is complying with the provisions relating to the Maternity Benefit Act, 1961.

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 Secretarial Auditors forms 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 mandatory Secretarial Standards issued by the Institute of Company Secretaries of India.

Personnel

As required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining to remuneration and other details is annexed to the Report as Annexure-E.

A statement containing particulars of the employees as required under Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders, excluding the aforesaid Annexure. 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 the year 2026-27. The maintenance of cost records as specified by the Central Government under Section 148(1) of the Act is applicable to the Company and such accounts and records are made and maintained.

Statutory Auditors

The Statutory Auditors, Price Waterhouse Chartered Accountants LLP (PW), (Firms Registration No. 012754N/ N500016) were appointed at the 44^th Annual General Meeting (AGM) of the Company to hold the office from the conclusion of 44^th AGM till the conclusion of the 49^th AGM of the Company.

In compliance with the conditions of the Foreign Direct Investment, a compliance certificate has been obtained from the Statutory Auditors for the downstream investments made by the Company.

Secretarial Audit Report

The Secretarial Auditor, RMG & Associates, (Firms Registration No.: P2001DE016100) were appointed at the 44^th Annual General Meeting of the Company for audit period of 5 consecutive years commencing from the financial year 2025-26 till the financial year 2029-30.

The secretarial audit report 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 fulfilment of its financial obligations.

Environment and 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 TOV Rheinland, a German based certification body, for the manufacturing plants located at Gurugram, Manesar and Rohtak R&D Centre.

The Quality Management System (QMS) of the Company is certified as per ISO 9001:2015 standard. External audit for the Company was conducted during the year by VINCOTTE nv, Belgium. The auditors recommended for the continuation of ISO certificate for the Company without any non-conformance.

For sustenance of ISO 9001:2015 certificate, external agency conducts audits at regular intervals. All in-house manufacturing facilities and locations of the Company are covered under the scope of ISO 9001:2015.

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 honoured with The 25^th ICSI Lifetime Achievement Award at the ICSI National Awards for Excellence in Corporate Governance and ‘Global Leadership Award 2025 by One World One Family Foundation.

b. Titled as the ‘Road Safety Champion of the Year and ‘Export Champion of the Year by the TV9 Awards.

c. Awarded in the road safety category for Automated Driving Test Tracks, skill development category for Japan India Institute for Manufacturing and health category for Zydus hospital by the Global CSR, Sustainability & ESG Awards 2025.

d. Awarded for the CSR efforts in skill development category by the 11^th CSR India Awards of Greentech Foundation.

e. Presented with the Assocham CSR & Sustainable Awards 2024 for excellence in supporting higher education skill development.

f. Bestowed with the Global CSR & Sustainability Awards

2025 for ‘Best 3 CSR Projects of the Year and CSR Social Impact Award 2025 for ‘Best Skill Development Initiative and ‘Best Community Development Initiative of the Year by Brand Plonchos.

g. Conferred with the FICCI Road Safety Awards 2025 for the ‘Excellence in Emergency Care and ‘Excellence in Enforcement.

h. Conferred with Champion of Sustainable Procurement Practices Award 2025 by ET Edge Supply Chaim Management Fest 2025.

i. Awarded for the Excellence in Use of Employee Feedback & Surveys and Excellence in Employee Recognition Programs at the Financial Express FIR Summit & Awards 2025.

j. Victoris was crowned the Indian Car of the Year Award (ICOTY) 2026.

Other disclosures and affirmations

Pursuant to the applicable provisions of the Act and the rules made thereunder, no disclosure or reporting is required in respect of the following matters during the year under review:

a) Reporting of frauds by auditors under sub-section (12) of Section 143 of the Act.

b) Material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate and the date of the report.

c) Change in the nature of business of the Company.

d) Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

e) Application made or proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

f) Execution of one time settlement with Banks and Financial Institutions.

Acknowledgment

The Board would like to express its sincere thanks for the cooperation and advice received from the Government of India, the State Governments of Plaryana 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
Hisashi Takeuchi	Kenichiro Toyofuku
Managing Director & CEO	Director (Sustainability)
DIN:07806180	DIN:08619076
New Delhi
31st July 2026