About Maruti Suzuki India Ltd

Maruti Suzuki India Ltd (formerly Maruti Udyog Ltd) is India's largest passenger car company, accounting for over 50% of the domestic car market. The Company offers full range of cars from entry level Maruti Alto to stylish hatchback Ritz, A-star, Swift, Wagon R, Estillo and sedans DZire, SX4 and Sports Utility Vehicle, Grand Vitara. The Company became the largest subsidiary of Suzuki Motor Corporation (SMC) of Japan, which currently holds 56.48% of its equity stake. The Company is the market leader of Passenger Vehicles in India and is largest exporter of Passenger Vehicles in India. It has two state-of-the-art manufacturing facilities located in Gurugram and Manesar in Haryana, capable of producing ~1.5 million units per annum. The Company is engaged in the business of manufacturing, purchase and sale of motor vehicles and spare parts (automobiles). The other activities of the Company include facilitation of pre-owned car sales, fleet management and car financing. The company has nine subsidiary companies, namely Maruti Insurance Business Agency Ltd, Maruti Insurance Distribution Services Ltd, Maruti Insurance Agency Solutions Ltd, Maruti Insurance Agency Network Ltd, Maruti Insurance Agency Services Ltd, Maruti Insurance Agency Logistics Ltd, True Value Solutions Ltd, Maruti Insurance Broker Ltd and J J Impex (Delhi) Pvt Ltd. Maruti Suzuki India Ltd was incorporated on February 24, 1981 with the name Maruti Udyog Ltd. The Company was formed as a Government Company, with Suzuki as a minor partner, to make a people's car for middle class India. Over the years, the company's product range has widened, ownership has changed hands and the customer has evolved. In October 2, 1982, the company signed the license and joint venture agreement with Suzuki Motor Corporation, Japan. In the year 1983, the company started their productions and launched Maruti 800. In the year 1984, they introduced Maruti Omni and during the next year, they launched Maruti Gypsy in the market. In the year 1987, the company forayed into the foreign market by exporting first lot of 500 cars to Hungary. In the year 1990, the company launched India's first three-box car, Sedan. In the year 1992, Suzuki Motor Corporation, Japan increased their stake in the company to 50%. In the year 1993, they introduced the Maruti Zen and in the next year they launched Maruti Esteem in the market. In the year 1995, the company commenced their second plant. In the year 1997, they started Maruti Service Master as model workshop in India to look after sales services. In the year 1999, the third plant with new press, paint and assembly shops became operational. In the year 2000, the company launched Maruti Alto in the market. In the year 2002, Suzuki Motor Corporation increased their stake in the company to 54.2%. In January 2002, the company introduced 10 finance companies (8 + 2JVs) in Mumbai. Also, they found one new business segment, Maruti True Value for sales, purchase and trade of pre-owned cars in India. In the year 2005, the company launched the first world strategic model from Suzuki Motor Corporation 'the SWIFT' in India. In the year 2006, they launched WaganR Duo with LPG and also the New Zen Estillo. During the year 2006-07, the company commenced operations in the new car plant and the diesel engine facility at Manesar, Haryana. In November 2006, they inaugurated a new institute of Driving Training and Research (IDTR), which was set up as a collaborative project with Delhi Government at Sarai Kale Khan in South Delhi. During the year 2007-08, the company signed an agreement with the Adani group for exporting 200,000 units annually through the Mundra port in Gujarat. They launched Swift Diesel and SX4- Luxury Sedan with Tag line 'MEN ARE BACK' during the year. In July 2007, the company launched the new Grand Vitara, a stylish, muscular and 5-seater in the MUV segment. The company changed its name from Maruti Udyog Ltd to Maruti Suzuki India Ltd with effect from September 17, 2007. During the year, the company entered into a joint venture agreement with Magneti Marelli Powertrain SpA and formed Magneti Marelli Powertrain India Pvt Ltd for manufacturing Electric Control Units. Also they entered into another joint venture agreement with Futaba Industrial Co Ltd and formed FMI Automotive Components Ltd for manufacturing Exhaust Systems Components. During the year, the company signed pact with Shriram City Union Finance Ltd, a part of Shriram Group, Chennai, to offer easy, transparent and hassle-free car finance to its customers, particularly in semi urban and rural markets. The agreement is a joint initiative of the two companies for providing competitive car finance to people in Tier-II and Tier-III cities across the country. During the year 2008-09, the company launched a new A2 segment car, branded the A-star in India and in Europe as the new Alto. They raised their production capacity to a landmark 1 million cars. In June 2008, the company launched Maruti 800 Duo, which is a dual fuel (LPG-cum- petrol) model car. In April 2009, the company revealed new Ritz K12M engine at Gurgaon plant. During the year 2009-10, the company raised the capacity of their next generation K-series engine plant to more than 500,000 units per annum. They started work on an additional plant of 250,000 cars per annum capacity at Manesar. The company launched their fifth world strategic model, the Ritz. They also came out with the spacious multi purpose van, Eeco and the all new WagonR with a K-series engine. During the year 2010-11, the company launched refreshed variants of WagonR and Alto with the new K-series engines. SX4 was offered with a Super Turbo Diesel engine. The Company launched the Suzuki Kizashi, India's first sports luxury sedan. It sports a 2.4 litre engine and is endowed with best-in-class features. The company developed in-house i-GPI (Integrated Gas Port Injection) Technology and launched factory-fitted CNG variants for five of its models: Alto, WagonR, Eeco, Estilo and SX4. During the year 2011-12, the company started the work to commission another diesel engine plant of 300,000 annual capacity in Gurgaon. At the 2012 Delhi Auto Expo, the Company unveiled the Ertiga - Life Utility Vehicle. The global premiere of Ertiga marks the entry of the company in the UV segment, which will help further strengthen its leadership position in the industry. The company also showcased the XA-Alpha, a concept compact SUV. During the year 2012-13, the company started the work on the Gujarat site. During this period, Suzuki Japan decided that India will now be responsible for the export markets of Africa, the Middle East and its neighbouring countries. The company has to ensure adequate sales and marketing arrangements in these countries, with the help of Japan. It also has to determine the products to be manufactured for these markets and, if necessary, establish assembly plants overseas. This decision will greatly help the growth of its exports. In 2014-15, Maruti launched a successful sedan, Ciaz model cars. The S-Cross creates a new market segment which combines the comfort and luxury of a sedan with the power and styling of an SUV. Both these products have been enriched with a number of premium features and enhanced performance levels. In January this year, the Hon'ble Chief Minister of Gujarat, laid the foundation stone of the Gujarat plant. During the year 2015-16, two new products introduced by the company, namely the Baleno and the Brezza, exceeded its expectations of demand, and both cars had a waiting period of 6-7 months. On 4 October 2016, Maruti Suzuki announced that its premium hatchback Baleno has crossed cumulative domestic sale of one lakh units. On 18 May 2016, Maruti Suzuki announced the launch of an updated version of its small car Alto 800 with more attractive front design, fresh interiors, vibrant colours, higher fuel efficiency and new features. On 27 May 2016, Maruti Suzuki announced that it will proactively and voluntarily recall 75,419 Baleno cars (petrol and diesel) manufactured between 3 August 2015 and 17 May 2016 to upgrade the airbag controller software. Of these, 15,995 Baleno diesel cars manufactured between 3 August 2015 and 22 March 2016 will also be attended to for inspection and replacement of a faulty fuel filter. The Baleno cars covered in the recall include 17,231 units of exports. In addition, 1,961 DZire diesel cars (only AGS variant) will be attended to for inspection and replacement of a faulty fuel filter. On 27 May 2016, Maruti Suzuki announced that it had begun exports of its Light Commercial Vehicle Super Carry to South Africa and Tanzania. At that time, the company said that it also plans to export the vehicle to SAARC nations in due course. On 6 July 2016, Maruti Suzuki announced that its popular premium mid-size sedan Ciaz has crossed one lakh cumulative sales mark in the domestic market. The car was lunched in October 2014. On 28 July 2016, Maruti Suzuki announced that its premium retail showroom under the NEXA brand has completed one year of operations. At that time, the company said that NEXA is expected to contribute 15% of its sales by 2020. Maruti Suzuki announced increase in prices of select models ranging from Rs 1,500 to Rs 5,000 (Ex-showroom Delhi) with effect from 1 August 2016. It also announced increase in price by up to Rs 20,000 for Vitara Brezza and up to Rs 10,000 for Baleno. The company attributed the price hike to factors like segment wise demand, foreign exchange movements and strategic objectives of the company. On 12 August 2016, Maruti Suzuki announced that the cumulative enrollment at its various driving training facilities has touched a record 3 million since it started driving training in the year 2000. On 30 August 2016, Maruti Suzuki announced the launch of limited edition of its most popular hatchback Swift as Swift Deca. On 1 September 2016, Maruti Suzuki announced the launch of its first light commercial vehicle (LCV) Super Carry in the domestic market. The company has invested about Rs 300 crore towards the development of the Super Carry. On 15 September 2016, Maruti Suzuki announced that it has signed a Memorandum of Understanding (MoU) with Uber India to train over 30,000 individuals/Uber partner-drivers in safe driving over a period of 3 years. On 23 September 2016, Maruti Suzuki announced that it has attained cumulative exports of 15 lakh vehicles. These vehicles have been exported to over 100 countries including Europe, Latin America and Africa. On 15 November 2016, Maruti Suzuki announced that it will set up a first-of-its-kind Industrial Training Institute in Mehsana, Gujarat. On 25 November 2016, Maruti Suzuki announced the launch of limited edition of its small car Wagon R as Wagon R Felicity with an array of new features. On 9 December 2016, Maruti Suzuki India signed a Memorandum of Understanding (MoU) with Ola, the online cab aggregator, to train aspiring Ola driver-partners. The company said that its partnership with Ola will create entrepreneurship opportunities for aspiring Ola drivers-partners. On 13 January 2017, Maruti Suzuki India announced the launch of IGNIS, its premium urban compact vehicle for the millennials. The company, alongwith its suppliers, has invested over Rs 950 crore towards the development of IGNIS. IGNIS has 98.5% localization. On 27 January 2017, Maruti Suzuki announced the launch of a new VXi+ variant of its small car WagonR with a wide array of new features including Projector headlamps, stylish front grill, alloy wheels and side skirts, Dual Airbags, Anti-Lock braking System with Electronic brake - force distribution system, as optional. Maruti Suzuki announced a price hike ranging from Rs 1,500 to Rs 8,014 (Ex-showroom Delhi) across models with effect from 27 January 2017 due to increase in commodity, transportation and administrative costs. On 30 January 2017, Maruti Suzuki inaugurated its 200th premium retail showroom NEXA in the country at Hyderabad. At that time, the company said that NEXA is now present in 121 cities and had already sold over 1.85 lakh vehicles since its inception. On 15 February 2017, Maruti Suzuki announced the launch of limited edition of its compact multi purpose vehicle Ertiga. On 20 February 2017, Maruti Suzuki announced that its two Smart Hybrid vehicles viz. Ciaz SHVS and Ertiga SHVS have crossed cumulative sales of 1 lakh units. Smart Hybrid Vehicle by Suzuki (SHVS) is a technology which uses an integrated starter generator and an advanced high capacity battery to supplement the engine's power. SHVS technology makes it more efficient than the conventional set-up and saves energy while decelerating/braking. On 2 March 2017, Maruti Suzuki announced that its popular urban sports utility vehicle Vitara Brezza crossed one lakh cumulative sales milestone in the domestic market. On 27 March 2017, Maruti Suzuki announced that its popular urban sports utility vehicle Vitara Brezza has clocked sales of over 1.1 lakh units in the first year of its launch. On 31 March 2017, Maruti Suzuki announced that its popular midsize sedan Ciaz will be sold exclusively through its premium retail outlets NEXA from 1 April 2017. On 16 May 2017, Maruti Suzuki announced the launch of updated version of its sedan Dzire. On 25 May 2017, Maruti Suzuki announced that it has decided to set up automobile skill enhancement centres across 15 government-run Industrial Training Institutes (ITIs) across 11 states over a period of three months. On 1 July 2017, Maruti Suzuki announced that it has passed on the entire benefit of the goods and services tax (GST) rates on vehicles to its customers and as a result the ex-showroom prices of Maruti Suzuki models were cut by upto 3% with effect from 1 July 2017. However, owing to withdrawal of tax concessions on mild hybrid vehicles, the price of Smart Hybrid Ciaz Diesel model and Smart Hybrid Ertiga Diesel has increased. On 7 July 2017, Maruti Suzuki announced that the National Company Law Tribunal (NCLT) has approved the scheme of amalgamation of Maruti Suzuki India Limited and seven of its wholly owned subsidiary companies viz. Maruti Insurance Business Agency Limited, Maruti Insurance Distribution Services Limited, Maruti Insurance Agency Network Limited, Maruti Insurance Agency Solutions Limited, Maruti Insurance Agency Services Limited, Maruti Insurance Agency Logistics Limited and Maruti Insurance Broker Limited. On 3 August 2017, Maruti Suzuki announced the introduction of auto gear shift option in its top-end Alpha variant of its premium urban compact vehicle IGNIS. On 10 August 2017, Maruti Suzuki announced a complete revamp of its True Value operations, designed to make pre-owned cars more attractive and transparent to customers. On 30 August 2017, Maruti Suzuki announced transformation of its retail network across India. The new showrooms, christened Maruti Suzuki ARENA, will sport modern looks and offer a warm, friendly and comfortable environment to the customers. On 29 September 2017, Maruti Suzuki announced the launch of parent Suzuki Motor Corporation's global ECSTAR brand of lubricants, coolants, and car care products in India. On 1 October 2017, Maruti Suzuki announced the launch of new version of its premium urban offering S-Cross. Maruti further said at that time that it has sold over 53,000 units of S-Cross in the domestic market and exported over 4,600 units since its launch in August 2015. On 5 October 2017, Maruti Suzuki announced the launch of a refreshed version of its compact car Celerio. Maruti further said at that time that Celerio has achieved the three-lakh sales mark within a short span of less than four years. On 1 December 2017, Maruti Suzuki announced the launch of the bold, sporty and trendy CelerioX compact car. The model is an extension of Maruti's Celerio compact car. On 27 December 2017, Maruti Suzuki announced that it has entered into an agreement with the Government of NCT of Delhi to set up state-of-the-art Automated Driving Test Centres across 12 locations in the city. The company will invest approximately Rs 15 crore for setting up the driving test centres. While Maruti Suzuki will set up the centres and maintain them for three years, the Transport Department will conduct the tests and issue driving licenses to eligible applicants. Maruti Suzuki announced price increase ranging from Rs 1,700 to Rs 17,000 (Ex-Showroom - Delhi) across models with effect from 10 January 2018, owing to increase in commodity and other administrative and distribution costs. At the time of approval of Q3 December 2017 results on 25 January 2018, the Board of Directors of Maruti Suzuki discussed and approved a revision in the method of calculating royalty payment to Japanese parent Suzuki Motor Corporation that would result in lower royalty payments for Maruti Suzuki for new model agreements starting the Ignis. This would be implemented after approval by the Board of Suzuki Motor Corporation. On 7 February 2018, Maruti Suzuki showcased new compact car ConceptFutureS at Delhi Auto Expo 2018 in New Delhi. On 8 February 2018, Maruti Suzuki announced the launch of an updated version of its premium hatchback Swift at Auto Expo 2018 in New Delhi. The all-new Swift comes offers the acclaimed auto gear shift technology for the convenience of customers. Built on Suzuki's innovative 5th generation HEARTECT platform, the all-new Swift has a superior power to weight ratio with an improved acceleration performance. During 2017-18,the company posted a volume growth of 13.8% in passenger vehicles in the domestic market including the LCV and the company's domestic sales growth stood at 14.5%.During the year,the company added 203 dealer workshops to the network which is the highest ever in a single financial year.The company has 3403 service workshops covering 1659 cities across the country. During the FY 2018-19,the company posted a volume growth of 5.3% in passenger vehicles in the domestic market,including the LCV segment.The company's domestic sales growth stood at 6.1%. During the year,the business partnership between Suzuki Motor Corporation and Toyota Motor Corporation,Japan started taking place.The company is likely to benefit immensely from this partnership by gaining access to the new-age technologies and from the mutual supply of vehicles. During the fiscal 2020,the company registered an overall volume decline of 16.1% due to weak demand environment in both the domestic and export markets.The company's operations were suspended in the latter part of March 2020 due to unprecedented COVID-19 outbreak which lead to a nationwide shutdown of economic activities. During the year,250 service workshops were added to the network,which is the highest ever in a single financial year,taking the total number of workshops to 3864 covering 1914 cities across the country. Suzuki Motor Gujarat Private Limited (SMG), a subsidiary of Suzuki Motor Corporation (SMC) was set up in Hansalpur, Gujarat to cater to the increasing market demand for the Company's products. In April 2021, the 3rd manufacturing plant with an annual production capacity of 0.25 million units, was made operational. During FY 2021-22, the Company sold around 234,000 units of S-CNG vehicles. It launched petrol variant New Celerio in year 2021-22. The new WagonR with the next-gen K-series engine was launched with both petrol (1.0L and 1.2L) and S-CNG (1.0L) fuel options. During year 2022-23, the Company launched three new models, Brezza, Alto K10 and Grand Vitara making it the India's most fuel-efficient SUV. It started construction of a new manufacturing facility at Kharkhoda, in Haryana to expand production capacity. It launched refreshers of the Ertiga, XL6, S-Presso, and Eeco. It introduced Strong Hybrid Electric Powertrain Technology with Grand Vitara. It introduced over 400 new accessories under Maruti Suzuki Genuine Accessories (MSGA) in categories such as safety, convenience, entertainment, and lifestyle.

Maruti Suzuki India Ltd Chairman Speech

I take great pleasure in welcoming all shareholders to our 42nd Annual General Meeting. Thanks to the use of technology, participation in the AGM is now possible from anywhere in the world as well as from all parts of the country. This is surely a big step in better corporate governance and SEBI needs to be congratulated for being so forward looking.

Last year, we were rejoicing because we had completed 40 years of our partnership with Suzuki, Japan, and also because our nation had completed 75 years of independence. In the last year, the national economy has done well. We have controlled inflation better than most others. Infrastructure is improving rapidly. The stock market is reflecting these events and is at record levels. India is now the fastest-growing major economy in the world and the future outlook is bright. The reforms and policies during the last nine years have imparted a new dynamism and made the economy far more resilient than ever before. This is largely the outcome of the government recognising and encouraging private enterprise and placing economic growth as the topmost priority for the nation. A just and equitable society, and social harmony, requires that productive economic opportunities are available to all. Democracy cannot, in a large and diverse country like ours, strengthen its roots merely on the basis of doles and promises. Economic growth and wealth creation are needed. I sincerely hope that we continue to strengthen the efforts that are now being made to promote growth and do not lose our focus on the importance of creating wealth. The people have placed their faith in the private sector for accelerating industrial development. All entrepreneurs have to consider what more they can do to increase the competitiveness of manufacturing activities in India. The nation will move forward faster if companies grow faster. This requires that companies must find ways of reducing costs, increasing profits and investing these in technology development and expansion. Frugal management practices can make a big difference to profit levels and resource generation, as MSIL has demonstrated over the years. Frugal practices will also lead to the personal wealth of entrepreneurs increasing much faster because higher growth of companies will result in the value of equity holdings rising rapidly. The experience of your Company has shown that workers have a huge untapped potential to make substantial and sustained improvements to manufacturing systems and practices, resulting in increased productivity and reduced costs. Manufacturing industries need to find ways to unlock this potential as that will significantly increase their profitability and growth. To a large extent, the success that your Company enjoys has been because our workers have understood and experienced the benefits of helping MSIL grow.

Thanks to the efforts of employees, vendors, dealers and associates, your Company had an excellent FY 2022-23. Production increased by 19% and was the highest ever. Our sales fell short of 2 million by a whisker. Our turnover and profits were at record levels. Semiconductor shortages still impacted production but to a lesser extent. I expect that during the current year, there will be further improvements, though normalcy in supplies will still not be achieved. Your Company, with the active support of Suzuki Japan, has been working to strengthen its portfolio of products to meet the changing market situation. We now have four very well-accepted SUVs in the market and are on our way to assume leadership in this segment. We will gradually keep increasing our market share that had declined in the last 2-3 years. Since there are no prospects of demand for the smaller entry level car market recovering to the growth rates of the past, we are restructuring our production facilities to conform to the realities and what we are projecting for the future. Despite the slowdown in this category hatchbacks and small cars will remain a very important part of our total portfolio. The rate of growth of these cars is expected to be less than 2% a year but the industry volume is almost a million cars a year with MSIL having a share of about 70%. Accordingly, your Company intends to do whatever is necessary to meet customer needs in this segment in the best possible manner.

Your Board has recommended that the dividend for FY 2022-23 should be increased to Rs.90 per share-the highest ever. This is within the dividend payout policy. I look forward to your approval. Your Company has been financing all investments from internal resources. This has enabled us to be a strong and resilient Company. I believe our share price could never have crossed Rs.10,000 if we had not followed prudent financial practices. One of the very valuable lessons I learnt from Osamu San was that the magic mantra for growth is to maximise earnings and to reinvest in growth. Your Company's frugal style of management and financial policies, practiced for 40 years, have created the ability to withstand any kind of shocks from the market and make investments as necessary. As I am sure all of you are aware, we are now planning to increase our manufacturing capacity by another 2 million cars a year by FY 2030-31. The required investments will all come from internal resources. While we do not expect the car industry to grow in double digits, like what happened in China in the past, we do expect that a 6% growth rate will be maintained till FY 2030-31. In FY 2023-24, your Company expects to grow at a slightly higher rate. Along with the rising domestic demand, the prospects for exports are also expected to continue to improve. Our exports rose to 259,000 units last year. We expect the demand for exports to continue to grow and export volumes are projected at 750,000-800,000 cars by FY 2030-31. The domestic plus export requirements have made it necessary for your Company to add another 2 million manufacturing capacity. Work is progressing at the first site in Kharkhoda, Haryana, and it is expected that the first plant of 250,000 capacity will start production in the first half of 2025. Thereafter, one similar plant will be added each year to reach a capacity of one million. At the same time, we are in the process of selecting a second site for adding another one million capacity by FY 2030-31. What is now being planned can be said to be the start of ‘Maruti 3.0'. Our first phase was when we were a public enterprise. The second phase ended with the Covid pandemic, and the Indian car market became the third largest in the world. The challenges before the Company are unprecedented. It took us 40 years to create a capacity of 2 million units and SMC helped in this process by establishing the Gujarat facility. Your Company now has to add the next 2 million in a period of 9 years. The task of managing all the issues relating to the production of 4 million units a year requires considerable thought and possible reorganisation of the structure of the company keeping in view the best interests of all shareholders as well as other stakeholders of the company. We will, as soon as possible, announce what we are proposing.

The challenge is not only to produce 4 million cars a year, and possibly higher volumes in the subsequent years. We also have to sell this number of cars. By FY 2030-31, your Company could have about 28_different models. Clearly the organisation and systems for selling such a large variety of cars will require changes from what exists at present.

One of the critical areas will be the development of human resources. Workers, supervisors, engineers and managers will have to be recruited and trained to match the rapidly increasing production capacity. It_would be important to ensure that the Maruti culture, developed over the last 40 years, is maintained and strengthened. Enhancing our engineering capabilities will be an important aspect of growth and we are working with SMC to find the best answers.

The development of electric vehicles is proceeding well at the Gujarat facility. Your Company expects to start the sale of the first model in 2024-25. By 2030-31 we expect to have 6 EV models. These models are expected to comprise 15-20% of our total sales by that time. As I have said elsewhere, the conditions in India require that the attainment of carbon neutrality in the transportation sector should be achieved by a mix of technologies that are appropriate to our resource endowment and economic conditions. We_must use the enormous amount of animal waste that is generated in the country. Equally large is the opportunity created by our agricultural and other waste as well as the potential to increase the output from our land resources. The use of hybrid technology, ethanol, Compressed Bio-gas and CNG in cars will all lead us faster to our goal of reducing the carbon footprint than relying only on any one technology. Your Company continues to make its best efforts to reduce the carbon footprint in the production processes, and also to conserve scarce resources. The Company's solar power generation capacity will increase to 48.15 MWp, from the existing 26.3 MWp, by FY 2024-25. All the wastewater is recycled, and over 65% of the water required for manufacturing cars is met through recycling. The Company ensures zero waste to landfill through recycling and co-processing of industrial waste. We also promote best practices among our Tier-1 supplier partners, and 92% of our Tier-1 suppliers have implemented ISO_14001-based Environment Management Systems.

Another focus area is Occupational Health and Safety management. A three-tier safety committee under the direct supervision of the MD and CEO monitors progress towards the improvement of safety systems. Your Company is promoting safe working practices among the Tier-1 suppliers as well. About 89% of Tier-1 suppliers have adopted ISO 45001-based Occupational Health and Safety Management System. A robust programme of fire safety is also carried out with all Tier-1 suppliers. The CSR programme continues as approved by the Board. Funds allocated as per law are fully utilised. There had been a reduction in CSR funds due to drop in profits, but the situation has started to change. The allocation of funds for FY 2023-24 is about Rs.900 million as compared to about Rs.630 million for FY 2022-23.

The areas approved for CSR work are road safety, skill development and community development. Byfiremaining dedicated to these areas, we aim to create a lasting impact and contribute to the betterment of society. The multispeciality hospital set up in Sitapur, Gujarat has provided quality and affordable healthcare services needs to over 60,000 patients so far. To further improve the specialty services in the cardiology area, a Cath lab facility has been set up. Under our road safety initiatives, through Automated Driving Test Tracks (ADTTs), we facilitated 100% computerised driving license testing in Delhi. So far, over 5 lakh individuals have taken driving license tests through the ADTTs. This ensures that only skilled drivers receive a driving license. The growth of MSIL has been facilitated by the importance paid to the development of a strong supply chain. The component industry and MSIL have been growing by supporting each other. My grateful thanks to them. We now have several world class manufacturers. The future prospects of growth of component manufacturing are huge and large investments will be needed in the near future. I am sure the number of vendors who reach global scales will increase rapidly. We are working with vendors and encouraging them to follow our management practices to the maximum extent possible.

The dealer community have always been our interface with the customer and without them our growth would not have been possible. We look for their continued cooperation and support.

You, our valued shareholders, along with all our customers, who are the reason for our existence, have been a pillar of support to us and we are duly grateful for that.

I cannot end without expressing my deep appreciation of the role that all our employees who have played in bringing us to our present position. They deserve all the credit for what your Company has been able to achieve.

Lastly, I would like to express my thanks and gratitude to Osamu Suzuki San, T. Suzuki San and all others from SMC, whose continued support is essential for the growth your Company.

Jai Hind

R. C. Bhargava

Chairman

Maruti Suzuki India Ltd Company History

Maruti Suzuki India Ltd (formerly Maruti Udyog Ltd) is India's largest passenger car company, accounting for over 50% of the domestic car market. The Company offers full range of cars from entry level Maruti Alto to stylish hatchback Ritz, A-star, Swift, Wagon R, Estillo and sedans DZire, SX4 and Sports Utility Vehicle, Grand Vitara. The Company became the largest subsidiary of Suzuki Motor Corporation (SMC) of Japan, which currently holds 56.48% of its equity stake. The Company is the market leader of Passenger Vehicles in India and is largest exporter of Passenger Vehicles in India. It has two state-of-the-art manufacturing facilities located in Gurugram and Manesar in Haryana, capable of producing ~1.5 million units per annum. The Company is engaged in the business of manufacturing, purchase and sale of motor vehicles and spare parts (automobiles). The other activities of the Company include facilitation of pre-owned car sales, fleet management and car financing. The company has nine subsidiary companies, namely Maruti Insurance Business Agency Ltd, Maruti Insurance Distribution Services Ltd, Maruti Insurance Agency Solutions Ltd, Maruti Insurance Agency Network Ltd, Maruti Insurance Agency Services Ltd, Maruti Insurance Agency Logistics Ltd, True Value Solutions Ltd, Maruti Insurance Broker Ltd and J J Impex (Delhi) Pvt Ltd. Maruti Suzuki India Ltd was incorporated on February 24, 1981 with the name Maruti Udyog Ltd. The Company was formed as a Government Company, with Suzuki as a minor partner, to make a people's car for middle class India. Over the years, the company's product range has widened, ownership has changed hands and the customer has evolved. In October 2, 1982, the company signed the license and joint venture agreement with Suzuki Motor Corporation, Japan. In the year 1983, the company started their productions and launched Maruti 800. In the year 1984, they introduced Maruti Omni and during the next year, they launched Maruti Gypsy in the market. In the year 1987, the company forayed into the foreign market by exporting first lot of 500 cars to Hungary. In the year 1990, the company launched India's first three-box car, Sedan. In the year 1992, Suzuki Motor Corporation, Japan increased their stake in the company to 50%. In the year 1993, they introduced the Maruti Zen and in the next year they launched Maruti Esteem in the market. In the year 1995, the company commenced their second plant. In the year 1997, they started Maruti Service Master as model workshop in India to look after sales services. In the year 1999, the third plant with new press, paint and assembly shops became operational. In the year 2000, the company launched Maruti Alto in the market. In the year 2002, Suzuki Motor Corporation increased their stake in the company to 54.2%. In January 2002, the company introduced 10 finance companies (8 + 2JVs) in Mumbai. Also, they found one new business segment, Maruti True Value for sales, purchase and trade of pre-owned cars in India. In the year 2005, the company launched the first world strategic model from Suzuki Motor Corporation 'the SWIFT' in India. In the year 2006, they launched WaganR Duo with LPG and also the New Zen Estillo. During the year 2006-07, the company commenced operations in the new car plant and the diesel engine facility at Manesar, Haryana. In November 2006, they inaugurated a new institute of Driving Training and Research (IDTR), which was set up as a collaborative project with Delhi Government at Sarai Kale Khan in South Delhi. During the year 2007-08, the company signed an agreement with the Adani group for exporting 200,000 units annually through the Mundra port in Gujarat. They launched Swift Diesel and SX4- Luxury Sedan with Tag line 'MEN ARE BACK' during the year. In July 2007, the company launched the new Grand Vitara, a stylish, muscular and 5-seater in the MUV segment. The company changed its name from Maruti Udyog Ltd to Maruti Suzuki India Ltd with effect from September 17, 2007. During the year, the company entered into a joint venture agreement with Magneti Marelli Powertrain SpA and formed Magneti Marelli Powertrain India Pvt Ltd for manufacturing Electric Control Units. Also they entered into another joint venture agreement with Futaba Industrial Co Ltd and formed FMI Automotive Components Ltd for manufacturing Exhaust Systems Components. During the year, the company signed pact with Shriram City Union Finance Ltd, a part of Shriram Group, Chennai, to offer easy, transparent and hassle-free car finance to its customers, particularly in semi urban and rural markets. The agreement is a joint initiative of the two companies for providing competitive car finance to people in Tier-II and Tier-III cities across the country. During the year 2008-09, the company launched a new A2 segment car, branded the A-star in India and in Europe as the new Alto. They raised their production capacity to a landmark 1 million cars. In June 2008, the company launched Maruti 800 Duo, which is a dual fuel (LPG-cum- petrol) model car. In April 2009, the company revealed new Ritz K12M engine at Gurgaon plant. During the year 2009-10, the company raised the capacity of their next generation K-series engine plant to more than 500,000 units per annum. They started work on an additional plant of 250,000 cars per annum capacity at Manesar. The company launched their fifth world strategic model, the Ritz. They also came out with the spacious multi purpose van, Eeco and the all new WagonR with a K-series engine. During the year 2010-11, the company launched refreshed variants of WagonR and Alto with the new K-series engines. SX4 was offered with a Super Turbo Diesel engine. The Company launched the Suzuki Kizashi, India's first sports luxury sedan. It sports a 2.4 litre engine and is endowed with best-in-class features. The company developed in-house i-GPI (Integrated Gas Port Injection) Technology and launched factory-fitted CNG variants for five of its models: Alto, WagonR, Eeco, Estilo and SX4. During the year 2011-12, the company started the work to commission another diesel engine plant of 300,000 annual capacity in Gurgaon. At the 2012 Delhi Auto Expo, the Company unveiled the Ertiga - Life Utility Vehicle. The global premiere of Ertiga marks the entry of the company in the UV segment, which will help further strengthen its leadership position in the industry. The company also showcased the XA-Alpha, a concept compact SUV. During the year 2012-13, the company started the work on the Gujarat site. During this period, Suzuki Japan decided that India will now be responsible for the export markets of Africa, the Middle East and its neighbouring countries. The company has to ensure adequate sales and marketing arrangements in these countries, with the help of Japan. It also has to determine the products to be manufactured for these markets and, if necessary, establish assembly plants overseas. This decision will greatly help the growth of its exports. In 2014-15, Maruti launched a successful sedan, Ciaz model cars. The S-Cross creates a new market segment which combines the comfort and luxury of a sedan with the power and styling of an SUV. Both these products have been enriched with a number of premium features and enhanced performance levels. In January this year, the Hon'ble Chief Minister of Gujarat, laid the foundation stone of the Gujarat plant. During the year 2015-16, two new products introduced by the company, namely the Baleno and the Brezza, exceeded its expectations of demand, and both cars had a waiting period of 6-7 months. On 4 October 2016, Maruti Suzuki announced that its premium hatchback Baleno has crossed cumulative domestic sale of one lakh units. On 18 May 2016, Maruti Suzuki announced the launch of an updated version of its small car Alto 800 with more attractive front design, fresh interiors, vibrant colours, higher fuel efficiency and new features. On 27 May 2016, Maruti Suzuki announced that it will proactively and voluntarily recall 75,419 Baleno cars (petrol and diesel) manufactured between 3 August 2015 and 17 May 2016 to upgrade the airbag controller software. Of these, 15,995 Baleno diesel cars manufactured between 3 August 2015 and 22 March 2016 will also be attended to for inspection and replacement of a faulty fuel filter. The Baleno cars covered in the recall include 17,231 units of exports. In addition, 1,961 DZire diesel cars (only AGS variant) will be attended to for inspection and replacement of a faulty fuel filter. On 27 May 2016, Maruti Suzuki announced that it had begun exports of its Light Commercial Vehicle Super Carry to South Africa and Tanzania. At that time, the company said that it also plans to export the vehicle to SAARC nations in due course. On 6 July 2016, Maruti Suzuki announced that its popular premium mid-size sedan Ciaz has crossed one lakh cumulative sales mark in the domestic market. The car was lunched in October 2014. On 28 July 2016, Maruti Suzuki announced that its premium retail showroom under the NEXA brand has completed one year of operations. At that time, the company said that NEXA is expected to contribute 15% of its sales by 2020. Maruti Suzuki announced increase in prices of select models ranging from Rs 1,500 to Rs 5,000 (Ex-showroom Delhi) with effect from 1 August 2016. It also announced increase in price by up to Rs 20,000 for Vitara Brezza and up to Rs 10,000 for Baleno. The company attributed the price hike to factors like segment wise demand, foreign exchange movements and strategic objectives of the company. On 12 August 2016, Maruti Suzuki announced that the cumulative enrollment at its various driving training facilities has touched a record 3 million since it started driving training in the year 2000. On 30 August 2016, Maruti Suzuki announced the launch of limited edition of its most popular hatchback Swift as Swift Deca. On 1 September 2016, Maruti Suzuki announced the launch of its first light commercial vehicle (LCV) Super Carry in the domestic market. The company has invested about Rs 300 crore towards the development of the Super Carry. On 15 September 2016, Maruti Suzuki announced that it has signed a Memorandum of Understanding (MoU) with Uber India to train over 30,000 individuals/Uber partner-drivers in safe driving over a period of 3 years. On 23 September 2016, Maruti Suzuki announced that it has attained cumulative exports of 15 lakh vehicles. These vehicles have been exported to over 100 countries including Europe, Latin America and Africa. On 15 November 2016, Maruti Suzuki announced that it will set up a first-of-its-kind Industrial Training Institute in Mehsana, Gujarat. On 25 November 2016, Maruti Suzuki announced the launch of limited edition of its small car Wagon R as Wagon R Felicity with an array of new features. On 9 December 2016, Maruti Suzuki India signed a Memorandum of Understanding (MoU) with Ola, the online cab aggregator, to train aspiring Ola driver-partners. The company said that its partnership with Ola will create entrepreneurship opportunities for aspiring Ola drivers-partners. On 13 January 2017, Maruti Suzuki India announced the launch of IGNIS, its premium urban compact vehicle for the millennials. The company, alongwith its suppliers, has invested over Rs 950 crore towards the development of IGNIS. IGNIS has 98.5% localization. On 27 January 2017, Maruti Suzuki announced the launch of a new VXi+ variant of its small car WagonR with a wide array of new features including Projector headlamps, stylish front grill, alloy wheels and side skirts, Dual Airbags, Anti-Lock braking System with Electronic brake - force distribution system, as optional. Maruti Suzuki announced a price hike ranging from Rs 1,500 to Rs 8,014 (Ex-showroom Delhi) across models with effect from 27 January 2017 due to increase in commodity, transportation and administrative costs. On 30 January 2017, Maruti Suzuki inaugurated its 200th premium retail showroom NEXA in the country at Hyderabad. At that time, the company said that NEXA is now present in 121 cities and had already sold over 1.85 lakh vehicles since its inception. On 15 February 2017, Maruti Suzuki announced the launch of limited edition of its compact multi purpose vehicle Ertiga. On 20 February 2017, Maruti Suzuki announced that its two Smart Hybrid vehicles viz. Ciaz SHVS and Ertiga SHVS have crossed cumulative sales of 1 lakh units. Smart Hybrid Vehicle by Suzuki (SHVS) is a technology which uses an integrated starter generator and an advanced high capacity battery to supplement the engine's power. SHVS technology makes it more efficient than the conventional set-up and saves energy while decelerating/braking. On 2 March 2017, Maruti Suzuki announced that its popular urban sports utility vehicle Vitara Brezza crossed one lakh cumulative sales milestone in the domestic market. On 27 March 2017, Maruti Suzuki announced that its popular urban sports utility vehicle Vitara Brezza has clocked sales of over 1.1 lakh units in the first year of its launch. On 31 March 2017, Maruti Suzuki announced that its popular midsize sedan Ciaz will be sold exclusively through its premium retail outlets NEXA from 1 April 2017. On 16 May 2017, Maruti Suzuki announced the launch of updated version of its sedan Dzire. On 25 May 2017, Maruti Suzuki announced that it has decided to set up automobile skill enhancement centres across 15 government-run Industrial Training Institutes (ITIs) across 11 states over a period of three months. On 1 July 2017, Maruti Suzuki announced that it has passed on the entire benefit of the goods and services tax (GST) rates on vehicles to its customers and as a result the ex-showroom prices of Maruti Suzuki models were cut by upto 3% with effect from 1 July 2017. However, owing to withdrawal of tax concessions on mild hybrid vehicles, the price of Smart Hybrid Ciaz Diesel model and Smart Hybrid Ertiga Diesel has increased. On 7 July 2017, Maruti Suzuki announced that the National Company Law Tribunal (NCLT) has approved the scheme of amalgamation of Maruti Suzuki India Limited and seven of its wholly owned subsidiary companies viz. Maruti Insurance Business Agency Limited, Maruti Insurance Distribution Services Limited, Maruti Insurance Agency Network Limited, Maruti Insurance Agency Solutions Limited, Maruti Insurance Agency Services Limited, Maruti Insurance Agency Logistics Limited and Maruti Insurance Broker Limited. On 3 August 2017, Maruti Suzuki announced the introduction of auto gear shift option in its top-end Alpha variant of its premium urban compact vehicle IGNIS. On 10 August 2017, Maruti Suzuki announced a complete revamp of its True Value operations, designed to make pre-owned cars more attractive and transparent to customers. On 30 August 2017, Maruti Suzuki announced transformation of its retail network across India. The new showrooms, christened Maruti Suzuki ARENA, will sport modern looks and offer a warm, friendly and comfortable environment to the customers. On 29 September 2017, Maruti Suzuki announced the launch of parent Suzuki Motor Corporation's global ECSTAR brand of lubricants, coolants, and car care products in India. On 1 October 2017, Maruti Suzuki announced the launch of new version of its premium urban offering S-Cross. Maruti further said at that time that it has sold over 53,000 units of S-Cross in the domestic market and exported over 4,600 units since its launch in August 2015. On 5 October 2017, Maruti Suzuki announced the launch of a refreshed version of its compact car Celerio. Maruti further said at that time that Celerio has achieved the three-lakh sales mark within a short span of less than four years. On 1 December 2017, Maruti Suzuki announced the launch of the bold, sporty and trendy CelerioX compact car. The model is an extension of Maruti's Celerio compact car. On 27 December 2017, Maruti Suzuki announced that it has entered into an agreement with the Government of NCT of Delhi to set up state-of-the-art Automated Driving Test Centres across 12 locations in the city. The company will invest approximately Rs 15 crore for setting up the driving test centres. While Maruti Suzuki will set up the centres and maintain them for three years, the Transport Department will conduct the tests and issue driving licenses to eligible applicants. Maruti Suzuki announced price increase ranging from Rs 1,700 to Rs 17,000 (Ex-Showroom - Delhi) across models with effect from 10 January 2018, owing to increase in commodity and other administrative and distribution costs. At the time of approval of Q3 December 2017 results on 25 January 2018, the Board of Directors of Maruti Suzuki discussed and approved a revision in the method of calculating royalty payment to Japanese parent Suzuki Motor Corporation that would result in lower royalty payments for Maruti Suzuki for new model agreements starting the Ignis. This would be implemented after approval by the Board of Suzuki Motor Corporation. On 7 February 2018, Maruti Suzuki showcased new compact car ConceptFutureS at Delhi Auto Expo 2018 in New Delhi. On 8 February 2018, Maruti Suzuki announced the launch of an updated version of its premium hatchback Swift at Auto Expo 2018 in New Delhi. The all-new Swift comes offers the acclaimed auto gear shift technology for the convenience of customers. Built on Suzuki's innovative 5th generation HEARTECT platform, the all-new Swift has a superior power to weight ratio with an improved acceleration performance. During 2017-18,the company posted a volume growth of 13.8% in passenger vehicles in the domestic market including the LCV and the company's domestic sales growth stood at 14.5%.During the year,the company added 203 dealer workshops to the network which is the highest ever in a single financial year.The company has 3403 service workshops covering 1659 cities across the country. During the FY 2018-19,the company posted a volume growth of 5.3% in passenger vehicles in the domestic market,including the LCV segment.The company's domestic sales growth stood at 6.1%. During the year,the business partnership between Suzuki Motor Corporation and Toyota Motor Corporation,Japan started taking place.The company is likely to benefit immensely from this partnership by gaining access to the new-age technologies and from the mutual supply of vehicles. During the fiscal 2020,the company registered an overall volume decline of 16.1% due to weak demand environment in both the domestic and export markets.The company's operations were suspended in the latter part of March 2020 due to unprecedented COVID-19 outbreak which lead to a nationwide shutdown of economic activities. During the year,250 service workshops were added to the network,which is the highest ever in a single financial year,taking the total number of workshops to 3864 covering 1914 cities across the country. Suzuki Motor Gujarat Private Limited (SMG), a subsidiary of Suzuki Motor Corporation (SMC) was set up in Hansalpur, Gujarat to cater to the increasing market demand for the Company's products. In April 2021, the 3rd manufacturing plant with an annual production capacity of 0.25 million units, was made operational. During FY 2021-22, the Company sold around 234,000 units of S-CNG vehicles. It launched petrol variant New Celerio in year 2021-22. The new WagonR with the next-gen K-series engine was launched with both petrol (1.0L and 1.2L) and S-CNG (1.0L) fuel options. During year 2022-23, the Company launched three new models, Brezza, Alto K10 and Grand Vitara making it the India's most fuel-efficient SUV. It started construction of a new manufacturing facility at Kharkhoda, in Haryana to expand production capacity. It launched refreshers of the Ertiga, XL6, S-Presso, and Eeco. It introduced Strong Hybrid Electric Powertrain Technology with Grand Vitara. It introduced over 400 new accessories under Maruti Suzuki Genuine Accessories (MSGA) in categories such as safety, convenience, entertainment, and lifestyle.

Maruti Suzuki India Ltd Directors Reports

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

Maruti Suzuki India Ltd Company Background

Maruti Suzuki India Ltd Company Management

Maruti Suzuki India Ltd Listing Information

Maruti Suzuki India Ltd Finished Product