SML ISUZU Ltd Directors Report

The Directors are pleased to present their Forty-first Annual Report together with audited financial statements for the financial year ended 31st March 2025.

PERFORMANCE REVIEW

During FY 2024-25, the Indian economy recorded GDP growth of 6.5% supported by increased private consumption expenditure and a rebound in exports. The growth was largely driven by service sector with sub-sectors like financial services, IT, public administration and trade. Furthermore, the industrial sector, particularly construction, saw a significant boost. However, the growth rate during the year under review was lower as compared to previous years 8.2% with reduced growth in Government expenditure and moderation in capital formation.

During the year under review, the domestic CV industry witnessed a marginal decline of 1.2%, with volumes of 956,671. Sale of Light Commercial Vehicles (LCVs) contracted by 2.0%, with volumes at 582,852, and Medium & Heavy Commercial Vehicles (M&HCVs) recorded a slight dip of 0.1%, with volumes at 373,819. The export of commercial vehicles has witnessed a robust growth of 23.0%, with volumes at 80,986.

Against the above backdrop, sales volume of your Company for FY 2024-25 witnessed a growth of 3.1% to reach 14,221 vehicles against 13,797 vehicles sold during FY 2023-24.

The demand for commercial vehicles during the year under review witnessed mixed response. While the bus segment grew due to increased passenger mobility and steady demand from school & staff segment, the truck segment recorded a decline because of high base effect, weak freight economics and adverse impact of General Elections on infrastructure activities in first half of the year.

With higher volumes and softer commodity prices, the Companys financial performance improved significantly, and

Your Company posted its highest ever Profit after tax of Rs. 121.67 crores for FY 2024-25.

Financial highlights are given below::

(Rs. in Crores)

Year ended 31st March	2025	2024
Sales Volume (No. of Vehicles)	14,221	13,797
Sale of Products (Net) and Other Operating Revenues	2,398.99	2,195.93
Profit before Other Income, Depreciation, Finance Costs and Tax	234.55	178.91
Add: Other income	6.06	5.41
Profit before Depreciation, Finance Costs and Tax	240.61	184.32
Less: Depreciation and Amortization	48.35	47.52
Profit before Finance Costs and Tax	192.26	136.80
Less: Finance Costs	29.88	30.35
Profit before tax	162.38	106.45
Less: Tax (including deferred tax)	40.71	(1.43)
Profit after tax	121.67	107.88
Add: Other Comprehensive Income / (Loss) [net of tax]	(1.44)	(0.24)
Total comprehensive income for the year	120.23	107.64

DIVIDEND

Keeping in view the improved financial performance of the Company during FY 2024-25, the Directors have recommended Final Dividend of 180% (Rs. 18/- per equity share of Rs.10 each fully paid up) for financial year ended on 31st March 2025. The cash outflow on this account will be Rs. 26.05 crores.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, as amended, the Board has approved and adopted a Dividend Distribution Policy, effective from 1st April, 2021.The policy is available on the Companys website at:

https://smlisuzu.com/IN/investors/policies/corporate-policies

DIVESTMENT BY PROMOTER / SIGNIFICANT PUBLIC SHAREHOLDER

As the Members may be aware, subsequent to the year end, Sumitomo Corporation, Japan, promoter of the Company and Isuzu Motors Limited, Japan, a public shareholder on 26th April, 2025 entered into a Share Purchase Agreements ("SPAs") with Mahindra & Mahindra Limited (M&M), a public listed entity, to sell their respective equity stake in the Company.

Pursuant to the aforesaid SPAs, M&M, on 1st August 2025, has completed the acquisition of (a) 63,62,306 equity shares constituting 43.96% of the equity share capital of the Company from Sumitomo Corporation and (b) 21,70,747 equity shares constituting 15.00% of the equity share capital of the Company from Isuzu Motors collectively aggregating to 85,33,053 equity shares constituting 58.96% of the existing share capital of the Company. Accordingly, M&M has acquired sole control of the Company and has been classified as a ‘Promoter of the Company w.e.f. 1st August, 2025.

Further, in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as amended, M&M has announced an open offer for acquisition of up to 26.0% of the equity share capital of the Company, for cash consideration, from the eligible public shareholders of your Company.

Members may also note that consequent to the aforesaid transaction, your Company is now a subsidiary of M&M Limited w.e.f. 1st August, 2025.

Your Directors believe that the acquisition of this majority stake by M&M will usher in a new era of growth, innovation and progress for all the stakeholders of your Company.

Consequently, with the change in control due to this acquisition, the Board of your Company has been reconstituted, which is provided separately in the Board Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, which also covers the state of the Companys affairs, forms a part of this report.

CORPORATE GOVERNANCE

A report on corporate governance together with the Certificate from M/s. A. Arora & Co., a proprietorship Company Secretaries firm, confirming compliance with corporate governance norms as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms a part of this report.

INDUSTRIAL RELATIONS

Industrial relations and work atmosphere remained cordial throughout the year with sustained communication and engagement with workforce through various forums.

SAFETY, HEALTH AND ENVIRONMENT

The Company continues to demonstrate a strong commitment to safety, health and environment which have been adopted as core organizational values. The Company ensures safety and audits its facilities in accordance with statutory and regulatory requirements. The Directors review these areas periodically through reports and presentations made at the Board Meetings.

The Company actively engages employees in SHE (Safety, Health & Environment) initiatives. Employees are continuously made aware of hazards / risks associated with their job, and their knowledge and skills are updated through requisite training, toolbox talks, safety drills to meet any emergency. Medical check-ups and eco-friendly activities are conducted periodically. Regular safety trainings are being conducted to promote awareness among all employees and stakeholders. Safe disposal of hazardous waste is ensured through recyclers / co-processors of hazardous waste. Effluent treatment plant and online monitoring systems have been installed for the treatment of trade & domestic effluents and the usage of treated water for other processes like green belt maintenance.

The Company has comprehensive emergency response plans, and regular drills are being conducted to ensure maintenance and check its emergency preparedness. Periodic safety audits are conducted to identify and mitigate potential risks.

The Company upholds ISO 9001:2015 (Quality Management System), IATF 16949:2016 (Automotive Quality Management System), ISO 27001:2022 (Information Security Management System), ISO 14001:2015 (Environmental Management System), ISO 45001:2018 (Occupational Health & Safety Management System) and ISO 50001:2018 (Energy Management System) certifications.

CURRENT BUSINESS ENVIRONMENT

During Q1 FY 2025-26, the domestic industry witnessed a marginal decline of 0.6%, with total volumes at 223,215 vehicles compared to 224,575 in the same period last year. The passenger carrier segment recorded a growth of 7.7%, driven by sustained demand from schools and staff segment, increased intercity travel, and fresh government bus tenders. In contrast, the M&HCV truck segment registered a decline of 4.5%, primarily due to moderating freight movement, delayed infrastructure execution, and the impact of a high base effect. The LCV truck segment remained largely stable, posting a slight de-growth of 0.6%, reflecting stabilized replacement demand and softer rural freight activity. Exports delivered a notable performance with 23.4 % increase.

During Q1 FY 2025-26, your Companys sales volume increased by 12.5% (from 4379 in Q1 2024-25 to 4926 in Q1 FY 2025-26). The Companys turnover for the first quarter was Rs. 845.9 crores and Profit before tax (PBT) was Rs. 89.6 crores against Q1 FY 2024-25 turnover of Rs. 746.0 crores and PBT of Rs. 62.0 crores.

Current scenario and outlook for CV industry are discussed in detail in the Management Discussion and Analysis, which forms part of this report.

DIRECTORS

During the financial year under review, the following changes took place in the board composition.

The Board at its Meeting held on 15th March, 2024, took note of the resignations of Mr. Masaki Morohoshi and Mr. Takuro Horikoshi, Non-Executive Non-Independent Directors, w.e.f. 31st March, 2024 and placed on record its deep appreciation for their valuable contributions to the Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, appointed Mr. Ryusuke Miyake and Mr. Takahiro Jitosho as Additional Directors of the Company w.e.f. 1st April, 2024, and their appointments were subsequently approved by the Members of the Company through a Postal Ballot on 23rd May, 2024.

The Board at its Meeting held on 2nd August, 2024, took note of the resignation of Mr. Takashi Nishida, Non-Executive Non-Independent Director, w.e.f. 8th August, 2024 and placed on record its deep appreciation for his valuable contributions to the Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, appointed Mr. Tomoyuki Yamaguchi as an Additional Director of the Company w.e.f. 9th August, 2024, and his appointment was subsequently approved by the Members of the Company at 40th AGM of the Company held on 20th September, 2024.

The tenure of Mr. S.K. Tuteja, Independent Director and Chairman, was up to 21st September, 2024. The Board, at its Meeting held on 2nd August, 2024, placed on record its deep appreciation for his strong and inspirational leadership as Independent Director and Chairman, during his long association with the Company.

The tenure of Mr. Sudhir Nayar, Independent Director, was up to 21st September, 2024. The Board, at its Meeting held on 2nd August, 2024, placed on record its deep appreciation for his valuable contributions as Independent Director, during his long association with the Company.

Mr. C.S. Verma, Independent Director of the Company, was re-appointed for a second term of five (5) consecutive years w.e.f. 22nd September, 2024. Further, the Board appointed Mr. C.S. Verma as Chairman of the Company w.e.f. 22nd September, 2024 in place Mr. Tuteja.

Mr. Sanjeev Mehan was appointed as an Independent Director of the Company for a term of five (5) consecutive years w.e.f. 22nd September, 2024.

Further, as explained earlier in the Report, as per the terms of Share Purchase Agreements (SPAs) executed between erstwhile Promoter Sumitomo Corporation (Sumitomo) and erstwhile Public Shareholder - Isuzu Motors Limited (Isuzu) with Mahindra & Mahindra Limited (M&M), representative Directors of Sumitomo and Isuzu have resigned from the directorship of the Company w.e.f. 1st August, 2025. Besides this, consequent to the change in control of the Company, Ms. Atima Khanna and Mr. Sanjeev Mehan, Independent Directors of the Company, have also tendered their resignations w.e.f. 1st August, 2025.

The Board, at its meeting held on 1st August 2025, placed on record its deep appreciation for the valuable contributions made to the Company by the outgoing Directors from Sumitomo - Mr. Ryusuke Miyake, Mr. Takahiro Jitosho, Mr. Takashi Sakuma, and Mr. Yasushi Nishikawa; the Director from Isuzu - Mr. Tomoyuki Yamaguchi; and the Independent Directors - Ms. Atima Khanna and Mr. Sanjeev Mehan.

The Board, based on the recommendations of its Nomination & Remuneration Committee, at its Meeting held on 1st August, 2025, also considered and approved w.e.f. 1st August, 2025, the appointment of two (2) Whole-time Directors, one (1) Non-Executive Non-Independent Director and three (3) Independent Directors as detailed below:

a) Appointment of Mr. Vinod Kumar Sahay as an Additional Director w.e.f 1st August, 2025, to hold office up to the date of the next Annual General Meeting of the Company and, thereafter, subject to the approval of the Members of the Company, as Whole-time Director of the Company designated as "Executive Director", not liable to retire by rotation, for a term of three (3) consecutive years from 1st August, 2025 to 31st July, 2028 (both days inclusive). Further, the Board, at its meeting held on 2nd August, 2025, has appointed him as Chairman of the Company in place of Mr. C.S. Verma and, accordingly, re-designated him as Executive Chairman w.e.f. 3rd August, 2025.

b) Appointment of Dr. Venkataraman Srinivas as an Additional Director w.e.f 1st August, 2025, to hold office up to the date of the next Annual General Meeting of the Company and, thereafter, subject to the approval of the Members of the Company, as Whole-time Director of the Company designated as "Executive Director and Chief Executive Officer", liable to retire by rotation, for a term of three (3) consecutive years from 1st August, 2025 to 31st July, 2028 (both days inclusive).

c) Appointment of Ms. Mahima Chugh as an Additional Director w.e.f. 1st August, 2025, to hold office up to the date of the next Annual General Meeting of the Company and, thereafter, subject to the approval of the Members of the Company, as Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

d) Appointment of Mr. Ravi Venkatraman, Mr. Arun Kumar Malhotra and Ms. Smita Mankad as an Additional Directors w.e.f. 1st August, 2025, to hold office up to the date of the next Annual General Meeting of the Company and, thereafter, subject to the approval of the Members of the Company, as Independent Directors of the Company, not liable to retire by rotation, for a term of three (3) consecutive years from 1st August, 2025 to 31st July, 2028 (both days inclusive).

Details of the Additional Directors appointed by the Board are provided in the Notice convening the ensuing Annual General Meeting of the Company, which forms a part of this Annual Report.

As the Board of your Company has been reconstituted w.e.f. 1st August 2025, there is no Director on the Board who is liable to retire by rotation at the ensuing Annual General Meeting of the Company.

All Independent Directors have given declaration to the Company that they meet the criteria of Independence set out in the SEBI (LODR) Regulations, 2015 and the Companies Act, 2013. The Board is of the opinion that the Independent Directors of the Company hold the highest standards of integrity and possess the requisite expertise and experience required to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("IICA").

KEY MANAGERIAL PERSONNEL

The following have been designated as the Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) Mr. Junya Yamanishi, Managing Director & Chief Executive Officer (Up to 16th April, 2025)

b) Mr. Yasushi Nishikawa, Managing Director & Chief Executive Officer (w.e.f 17th April, 2025 and ceased w.e.f. 1st August, 2025)

c) Mr. Vinod Kumar Sahay, Executive Director (w.e.f. 1st August, 2025) and Executive Chairman (w.e.f. 3rd August, 2025)

d) Dr. Venkataraman Srinivas, Executive Director & Chief Executive Officer (w.e.f. 1st August, 2025)

e) Mr. Rakesh Bhalla, Chief Financial Officer (Earlier tenure was up to 31st May, 2026, which is now up to 30th September, 2025)

f) Mr. Pushkar Patwardhan, Chief Financial Officer (w.e.f. 1st October, 2025)

g) Mr. Parvesh Madan, Company Secretary

NOMINATION AND REMUNERATION POLICY

Based on the recommendations of its Nomination & Remuneration Committee, the Board has adopted a Nomination and Remuneration Policy, which is attached as Annexure A.

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Sumitomo Corporation, Japan, a body corporate, with 43.96% shareholding was the Promoter of the Company up to 1st August 2025. As explained earlier in the Report, on 1st August 2025, Sumitomo Corporation, Japan and Isuzu Motors Limited, Japan (a Public Shareholder) have transferred their respective equity stakes of 43.96% and 15% to Mahindra & Mahindra Limited and, consequently, the Company has become a subsidiary of Mahindra & Mahindra Limited w.e.f. 1st August, 2025. However, the Company does not have any Subsidiary, Joint Venture or Associate Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were at arms length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required approval of the Members.

All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

The Company has adopted a policy to deal with related party transactions as approved by the Board of Directors. It is available on the Companys website at the web link:

https://smlisuzu.com/IN/investors/policies/corporate-policies

In terms of Section 134(3) (h) of the Companies Act, 2013, there are no transactions to be reported in Form AOC-2. The details of the related party transactions as per Ind-AS, are set out in Note 36 to the Financial Statements.

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at the web link.

https://smlisuzu.net/SMLI/FILES/annual_return_reports/2025-SML_Form_MGT_7_2025.pdf

MEETINGS OF THE BOARD

Five (5) Board Meetings were held during the year as detailed in the Corporate Governance Report which forms part of this report.

AUDIT COMMITTEE

During the year, the Board, at its meeting held on 2nd August, 2024, appointed Mr. C.S. Verma as Chairman of the Audit Committee and Mr. Sanjeev Mehan as the Member of the Audit Committee w.e.f. 22nd September, 2024.

As on 31st March, 2025, the Audit Committee comprised - Mr. C. S. Verma (Independent Director) as Chairman, Ms. Atima Khanna (Independent Director) and Mr. Sanjeev Mehan (Independent Director) as Members.

With the change in the composition of the Board effective 1st August 2025, the Sub-Committees of the Board, including the Audit Committee, were reconstituted. The Audit Committee now comprises - Mr. Ravi Venkatraman (Independent Director) as Chairman, Mr. Arun Kumar Malhotra (Independent Director) and Mr. Vinod Kumar Sahay (Executive Chairman) as Members.

All the recommendations made by the Audit Committee during the year were accepted by the Board.

PARTICULARS OF EMPLOYEES

The information as per Section 197 of the Companies Act, 2013 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report is attached as Annexure B.

The disclosure as per Section 197 of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this Report. That annexure is not being sent to the Members and others entitled to this Report and the financial statements, as provided in Section 136 (1) of the Companies Act, 2013. Any member interested in obtaining a copy of the said Annexure may write to the Company Secretary at investors@smlisuzu.com.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The Company has not given any loans, guarantees or made any investments during the year, which would be covered by Section 186 of the Companies Act, 2013.

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES

No amount proposed to be transferred to General Reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred or commitments made after 31st March, 2025, which may affect the financial position of the Company or require disclosure.

SUSTAINABILITY INITIATIVE

Your Company is conscious of its responsibility towards preservation of natural resources and continuously takes initiatives to reduce consumption of electricity and water.

RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. To achieve the objective and for better governance, the Board has formulated a Risk Management Committee (RMC).

RMC is entrusted with the functions of determining the efficacy of risk management framework of the Company, evaluating risks and mitigating measures. The Company has adopted a Risk Management Policy based on the recommendations of RMC.

The Policy sets out key risk areas - financial risks (including risk to assets), commodity price risks, foreign exchange fluctuation risks, legislative and regulatory risks, environmental risks (including natural disasters), operational risks, IT & Cyber Security risks, risks relating to employment and manpower, and individual large transactional risks. The Policy also provides guidance for Business Continuity Plan. The Chief Risk Officer (CRO) identifies and proposes action in respect of all risks as and when any are perceived or foreseen or inherent in operations; analyses these and then reports to RMC for its review and guidance. The Directors also bring to the notice of, and caution, the Committee of a risk perceived by them.

CORPORATE SOCIAL RESPONSIBILITY

As on 31st March, 2025, the Corporate Social Responsibility (CSR) Committee comprised three Directors - Ms. Atima Khanna (Independent Director) as Chairperson, Mr. Takahiro Jitosho (Non-Executive Non-Independent Director) and Mr. Junya Yamanishi (Managing Director & CEO) as Members.

During the year, the following changes were made to the CSR Committee:

a) The Board, at its meeting held on 15th March, 2024 appointed Mr. Takahiro Jitosho, Non-Executive Non-Independent Director, as Member w.e.f. 1st April, 2024 in place of Mr. Takuro Horikoshi who resigned as Director of the Company w.e.f. 31st March, 2024.

b) The Board, at its meeting held on 2nd August, 2024, appointed Ms. Atima Khanna, Independent Director, as Member and Chairperson w.e.f. 22nd September, 2024 in place of Mr. C.S. Verma, Independent Director.

c) The Board, at its meeting held on 21st March 2025, appointed Mr. Yasushi Nishikawa, Managing Director & CEO, as Member w.e.f. 17th April 2025 in place of Mr. Junya Yamanishi who resigned as Managing Director & CEO w.e.f. 16th April, 2025.

With the change in the composition of the Board effective 1st August 2025, the Sub-Committees of the Board, including the CSR Committee, were reconstituted. The CSR Committee now comprises Mr. Arun Kumar Malhotra (Independent Director) as Chairman, Mr. C.S. Verma (Independent Director) and Ms. Mahima Chugh (Non-Executive Non Independent Director) as Members.

On the recommendations of its CSR Committee, the Board has adopted Companys policy on CSR with key thrust areas defined as - promoting healthcare and sanitation, supporting education of girl child and underprivileged children, sponsoring vocational education/ technical education, supporting deserving sportspersons, etc.

Annual Report on CSR activities for the year ended 31st March, 2025 is attached as Annexure C.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act and Listing Regulations, performance evaluation of the Board and its Committees and all the Directors was undertaken, and the details are covered in the Corporate Governance Report.

CHANGE IN THE NATURE OF BUSINESS

There has been no change in the nature of business of the Company during the year.

SHARE CAPITAL

There was no change in the Companys issued, subscribed and paid-up equity share capital during the year. Further, the Company has not issued any sweat equity shares or equity shares with differential rights during the year under review. There is no stock option scheme for the employees.

DEPOSITS

During the year, the Company has not accepted any deposit under Chapter V of the Companies Act, 2013.

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANYS OPERATIONS

To the best of our knowledge, the Company has not received any such orders from regulators, courts or tribunals or any other authority during the year, which may impact the going concern status of the Company or its operations in future.

OTHER CONFIRMATIONS

There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016. Further, during the year under review, there was no one-time settlement with any Bank or Financial Institution.

POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has adopted a policy in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to women at the workplace and prevent and redress complaints of sexual harassment and matters connected or incidental thereto, with the objective of providing a safe working environment. The Company has Internal Complaint Committee(s) for its Plant, Corporate Office and other locations in accordance with the Act, to enquire into complaints and take appropriate action.

The Company has not received any complaint of sexual harassment during the year.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

The Company has adopted a whistle blower policy to provide formal mechanism for the Directors, Employees and Business Associates of the Company to report their concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy or to report genuine concerns or grievances including instances of leak or suspected leaks of unpublished price sensitive information pursuant to the SEBI (Prohibition of Insider Trading) Regulations, 2015. It provides for adequate safeguards against victimization of Directors, Employees and any other person who avails of the mechanism and provides for direct access to the Chairman of the Audit Committee.

The Company received one (1) complaint during the year, which was duly investigated and appropriate action(s) taken subsequent to the year end (Refer Note 45 to Financial Statements).

Whistle Blower Policy of the Company is available on the Companys website at the web link: https://smlisuzu.com/IN/investors/policies/corporate-policies

SECRETARIAL STANDARDS

The Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that:

(a) in the preparation of the annual accounts for the year ended 31st March, 2025, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2025 and of the profit of the Company for the year ended on that date;

(c) they have taken proper and sufficient care 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; they have prepared the annual accounts on a going concern basis;

(d) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively;

(e) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The details of familiarization programme for Independent Directors in respect of their roles, rights & responsibilities, nature of the industry in which Company operates, business model of the Company and related matters are available on the website of the Company at web link:

https://smlisuzu.com/storage/uploads/finance_reports/SML-ID-Familiarization-programme-2025.pdf

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Arora & Co., a proprietorship Company Secretaries firm, was appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit of the Company for FY 2024-25.

The Secretarial Audit Report, for the year under review, does not contain any qualification and is attached as Annexure D.

Pursuant to Regulation 24A and other applicable provisions of the Listing Regulations and applicable provisions of the Companies Act, 2013 ("the Act") and Rules made thereunder, the Board, on the recommendation of its Audit Committee, have approved and recommended the appointment of M/s A. Arora & Co., a proprietorship Company Secretaries firm (Certificate of Practice No. 993), having a Peer Review Certificate (2120/2022 valid up to 31.05.2027) as Secretarial Auditors of the Company for a term of five (5) consecutive years to hold office from FY 2025-26 to FY 2029-30, for approval of the Members at ensuing AGM of the Company. Brief profile and other details of M/s A. Arora & Co. are separately disclosed in the Notice of the ensuing AGM.

M/s A. Arora & Co. have given their consent to act as Secretarial Auditors of the Company and confirmed that their aforesaid appointment (if made) would be within the prescribed limits under the Act & Rules made thereunder and the Listing Regulations.

INTERNAL AUDITORS

M/s. S. Tandon & Associates, Chartered Accountants (Firm Registration No. 006388N), was appointed as the Internal Auditors of the Company for three years commencing from FY 2023-24 to FY 2025-26.

STATUTORY AUDITORS

M/s. Walker Chandiok & Co LLP, Chartered Accountants (Firm Registration No. 001076N/N500013) (hereinafter WCC), were appointed as the Statutory Auditors of the Company, at its 36th Annual General Meeting held on 24th August, 2020, for a period of five (5) years.

Auditors Report to the Members of the Company for the year under review does not contain any qualification.

On 1st August, 2025, the Company received resignation from WCC, wherein they communicated that consequent to the change in control from the erstwhile promoter Sumitomo Corporation to Mahindra & Mahindra Limited, they have found themselves in a position of conflict of interest with respect to the Company and, accordingly, resigned as Statutory Auditors of the Company with immediate effect. This resulted in a casual vacancy in the office of Statutory Auditors under Section 139 of the Companies Act, 2013.

Based on the recommendation of the Audit Committee, the Board, at its meeting held on 2nd August, 2025, appointed M/s B S R & Co. LLP, Chartered Accountants (Firm Registration No.: 101248W/W-100022) (hereinafter B S R) as Statutory Auditors of the Company to hold office w.e.f. 2nd August, 2025 until the conclusion of 41st AGM of the Company to fill the casual vacancy arising from resignation of WCC.

Further, the Board, subject to the approval of the Members at the ensuing AGM of the Company, recommended the appointment of B S R as Statutory Auditors of the Company for a term of five (5) consecutive years from the conclusion of 41st AGM until the conclusion of 46th AGM of the Company.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Based on the work performed by the internal, statutory and secretarial auditors and the reviews carried out by the Management and the relevant Board Committees, the Directors are of the opinion that the Company has in place, adequate internal financial controls, with reference to financial statements, commensurate with the size and nature of the business of the Company. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The required information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated in the Companies Act, 2013 is attached as Annexure E.

COST RECORDS

There are no cost records which are prescribed under Section 148(1) of the Companies Act for any of the products manufactured / services rendered by the Company.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Business Responsibility & Sustainability Report for FY 2024-25 is attached as Annexure F and forms part of this Report.

ACKNOWLEDGMENTS

Your Directors express their grateful appreciation for the co-operation received from the concerned Government departments, banks, dealers and other business constituents during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services of the employees of the Company at all level.

	FOR AND ON BEHALF OF THE BOARD OF DIRECTORS
	C.S.VERMA
	Chairman
Dated: 2nd August, 2025
	(DIN: 00121756)