To the Members of Eicher Motors Limited
The Directors have pleasure in presenting the 43rd Annual
Report along with the Audited Financial Statements of your Company for the financial year
ended March 31, 2025.
FINANCIAL RESULTS
Your Company has earned a total revenue from operations of ' 18,451.46
Crores during FY 2024-25. The profit before depreciation and interest amounted to '
4,768.00 Crores, which is 25.8% of the total revenue. After accounting for other income of
' 1,408.65 Crores, interest expense of ' 24.00 Crores and depreciation of ' 684.09 Crores,
profit before tax amounted to ' 5,468.56 Crores.
Profit after tax amounted to ' 4,279.26 Crores after an income tax
provision of ' 1,189.30 Crores. Total Comprehensive income for the financial year, net of
tax amounted to ' 4,059.42 Crores.
The financial statements are summarised below:
Particulars |
For the financial year ended
March 31, 2025 |
For the financial year ended
March 31, 2024 |
Net Revenue from operations |
18,451.46 |
16,078.16 |
Profit before depreciation
and interest |
4,768.00 |
4,380.18 |
Interest |
24.00 |
19.20 |
Depreciation |
684.09 |
559.10 |
Profit before other income
and tax |
4,059.91 |
3,801.88 |
Other income |
1,408.65 |
1,168.14 |
Profit before tax |
5,468.56 |
4,970.02 |
Provision for tax (including
Deferred tax) |
1,189.30 |
1,220.60 |
Net profit after tax |
4,279.26 |
3,749.42 |
Other comprehensive income |
(219.84) |
(10.66) |
Total Comprehensive income
for the year/period, net of tax |
4,059.42 |
3,738.76 |
Balance in statement of profit
and loss brought forward from previous year |
14,867.60 |
12,154.94 |
Amount available for
appropriation:
(excluding Other Comprehensive income reserves) |
19,139.59 |
15,880.47 |
Dividend for FY 2022-23, paid
in FY 2023-24 |
- |
1,012.87 |
Dividend for FY 2023-24, paid
in FY 2024-25 |
1,397.45 |
- |
Dividend proposed for FY
2024-25, to be paid in FY 2025-26 |
1,919.15 |
- |
Earnings per share |
|
|
- Basic (?) |
156.15 |
136.98 |
- Diluted (?) |
155.80 |
136.75 |
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company during the
financial year under review.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY THAT HAVE OCCURRED AFTER MARCH 31, 2025 TILL THE DATE OF THIS REPORT
There have been no material changes or commitments affecting the
financial position of the Company which have occurred after March 31, 2025 till the date
of this report.
DIVIDEND
The Board of Directors at its meeting held on May 14, 2025, has
recommended for approval of the shareholders, payment of dividend of ' 70/- per equity
share of face value of ' 1/- each (@ 7000%) out of the profits for FY 2024-25 in
accordance with the Dividend Distribution Policy of the Company.
The dividend, if approved by the shareholders in the ensuing Annual
General Meeting, shall be paid in the following manner:
a) To all Beneficial Owners in respect of shares held in dematerialised
form as per the data made available by the National Securities Depository Limited (NSDL)
and the Central Depository Services (India) Limited (CDSL) as of the close of business
hours on Friday, August 1, 2025 (record date);
b) To all Members in respect of shares held in physical form as of the
close of business hours on Friday, August 1, 2025 (record date).
AMOUNTS TRANSFERRED TO RESERVES
During FY 2024-25, no amount was transferred to the General Reserve of
the Company.
BRIEF DESCRIPTION OF THE STATE OF COMPANY'S AFFAIRS/ BUSINESS
PERFORMANCE
Your Company has sold 10,05,340 motorcycles in FY 202425, 10.1% higher
when compared to 2023-24 sales of 9,12,731 motorcycles. Out of 10,05,340 motorcycles sold
in 202425, 1,02,583 motorcycles were exported, an increase of 31.6% over previous
financial year export volume of 77,937 motorcycles.
Net Revenue from operations for financial year 2024-25 was ' 18,451.46
Crores, 14.8% higher when compared with previous financial year ' 16,078.16 Crores. Net
Sales of spare parts, gears and services increased to ' 2,657.62 Crores in 202425 from '
2,331.35 Crores in the previous financial year, with a growth of 14.0%.
Your Company's profit before depreciation, interest and tax was '
4,768.00 Crores in financial year 2024-25, higher by 8.9% over ' 4,380.18 Crores recorded
in financial year 202324.
MARKET AND FUTURE PROSPECTS
Please refer to the Management Discussion & Analysis Report which
forms part of the Annual Report.
SHIFTING OF REGISTERED OFFICE
During the financial year, your Company has shifted its registered
office from 3rd Floor-Select Citywalk A-3 District Centre, Saket, New Delhi -
110017 to Office No. 1111, 11th Floor, Ashoka Estate, Plot No. 24, Barakhamba
Road, New Delhi - 110001 with effect from March 15, 2025.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information on conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be given pursuant to the provisions of Section
134 of the Companies Act, 2013 ("the Act"), read with the Companies (Accounts)
Rules, 2014 is provided under Annexure-1.
DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES
WITH DIFFERENTIAL RIGHTS
The Company has not issued any sweat equity shares or equity shares
with differential rights during FY 2024-25.
CHANGES IN SHARE CAPITAL AND THE COMPANY'S EMPLOYEE STOCK OPTION PLAN,
2006 AND RESTRICTED STOCK UNITS PLAN, 2019
The paid-up Equity Share Capital of the Company as on March 31, 2025,
was ' 27,41,64,080/-. During the financial year under review, the Company has issued
3,58,450 Equity Shares (Face value ' 1/- each) pursuant to its Employees Stock Option
Plan, 2006 ("ESOP, 2006"). No shares have been issued against the exercise of
stock units under the Company's Restricted Stock Units Plan, 2019 ("RSU Plan,
2019") during the financial year under review.
A Statement giving complete details as at March 31, 2025, pursuant to
Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations,
2021 is available on the website of the Company and the web link for the same is https://www.eicher.in/content/dam/eicher-motors/
investor/financial-and-reports/annual-reports/ Eicher-Motors-ESOP-Statement-2024-25.pdf
ESOP, 2006 and RSU Plan, 2019, for grant of stock options have been
implemented in accordance with the aforesaid SEBI Regulations. A certificate from M/s.
AGSB & Associates, Secretarial Auditors, in this regard will be available for
inspection on the website of the Company under "Investors" Section on the date
of Annual General Meeting. The Company has not changed its ESOP, 2006 and RSU Plan, 2019
during the financial year under review.
Further, details of options granted and exercised are included in Note
no. 49 in the notes to accounts forming part of standalone financial statements.
DEPOSITS
The Company has not accepted any deposits including from the
public/members under Section 73 of the Act read with the Companies (Acceptance of
Deposits) Rules, 2014 during the financial year under review. The Company has not renewed/
accepted fixed deposits after May 29, 2009. There are no deposits that remain unclaimed.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 149(7) of the Act and Regulation 25(8) of
SEBI (LODR) Regulations, 2015, Independent Directors of the Company have given written
declarations to the Company confirming that they meet the criteria of independence as laid
down under Section 149(6) of the Act and Regulation 16 of SEBI (LODR) Regulations, 2015.
As per the SEBI (LODR) Regulations, 2015 minimum target share of 50% is maintained for
independent directors on the Board. As on March 31, 2025, all Independent Directors of the
Company
have valid registrations with the Independent Directors' databank
maintained by Indian Institute of Corporate Affairs in terms of Section 150 of the
Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.
Director liable to retire by rotation
In accordance with the provisions of Section 152 and other applicable
provisions of the Act, Mr. Vinod Kumar Aggarwal (DIN: 00038906), Vice Chairman
(Non-Executive Director), retires by rotation at the ensuing 43rd Annual
General Meeting and being eligible offers himself for re-appointment as Director. The
Board of Directors recommends his reappointment as Director in the same capacity.
Change in the Board and Key Managerial Personnel
Mr. S Sandilya and Ms. Manvi Sinha, Independent Directors of the
Company completed their second term as Independent Directors from the close of business
hours on February 12, 2025 and ceased to be the Directors of the Company. The Board placed
on record sincere appreciation and gratitude for the invaluable contribution and guidance
provided by Mr. S Sandilya and Ms. Manvi Sinha during their tenure as Independent
Directors of the Company.
The Board of Directors of the Company at its meeting held on February
10, 2025, after taking into consideration the recommendations of the Nomination &
Remuneration Committee:
1) Approved the appointment of Mr. Siddhartha Lal as the Executive
Chairman of the Company (in the capacity of Whole-Time Director) for a fresh term of five
years starting from February 13, 2025. Consequent to the appointment as Executive Chairman
(in the capacity of Whole-Time Director), Mr. Siddhartha Lal ceased to be the Managing
Director, Chief Executive Officer and Key Managerial Personnel of the Company.
2) Approved the appointment of Mr. Govindarajan Balakrishnan as the
Managing Director of the Company for a fresh term of five years starting from February 13,
2025.
3) Approved the appointment of Ms. Ira Gupta as Independent Woman
Director for a consecutive term of five years starting from February 10, 2025 and Mr. Arun
Vasu as Independent Director for a consecutive term of five years starting from February
13, 2025.
Requisite approvals of the shareholders were obtained on
above-mentioned appointments through Postal Ballot concluded on May 1, 2025.
Mr. Vinod Kumar Aggarwal (Non-Executive Director) has beer appointed as
the Vice Chairman of the Company with effect from February 13, 2025.
The Board of the Company at its meeting held on March 20, 2025 also
designated Mr. Tejpreet Chopra (Independent Director) as the Lead Independent Director of
the Company.
In terms of the provisions of rule 8(5)(iii)(a) of the Companies
(Accounts) Rules, 2014, the Board is of the opinion that the Independent directors
appointed during the financial year hold the highest standards of integrity and possess
necessary expertise and experience.
Mr. Govindarajan Balakrishnan, Managing Director, Ms.
Vidhya Srinivasan, Chief Financial Officer and Mr. Atul Sharma, Company
Secretary are the Key Managerial Personnel of the Company in accordance with the
provisions of Sections 2(51) and 203 of the Act read with the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.
There has been no other change in the Directors and Key Managerial
Personnel of the Company during the financial year under review.
THE COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Hiring & Employment Policy:
A number of factors are considered towards selecting candidates at the
Board level which include:
? Ability to contribute to strategic thinking
? Proficiency in Governance norms, policies and mechanisms at the Board
level
? Relevant cross industry/functional experience, educational
background, skills and experience
? Wherever relevant, independence of Directors in terms of applicable
regulations
With respect to core competencies and personal reputation, Company's
practices ensure through the selection process that all Directors:
? Exhibit integrity and accountability
? Exercise informed judgement
? Are financially literate
? Are mature and confident individuals
? Operate with high performance standards
Removal of Directors:
Under extreme circumstances and in highly unusual situations, it may
become necessary to remove a Director from the Board of the Company. Reasons for doing so,
may relate to any of the following (indicative; other than as provided under the Companies
Act, 2013):
i. Breach of confidentiality in any way
ii. Failure to meet obligatory procedures in the disclosure of conflict
of interest
iii. Failure to fulfil the fiduciary duties of a Director for the
Company
iv. Acting in any other manner which is against the interests of the
Company
Due process of law will be followed in this regard.
The Company's Remuneration Policy:
The Company's Compensation Strategy defines the principles underlying
compensation philosophy for its employees. Compensation is a critical piece of overall
human-resources strategy and broadly refers to all forms of financial returns and tangible
benefits that employees receive as a part of their employment relationship.
The Remuneration/Compensation Policy of the Company is designed to
attract, motivate and retain manpower. This Policy applies to Directors and Senior
Management including Key Managerial Personnel (KMP) and other employees of the Company.
The remuneration of the Managing Director, Whole-time/ Executive
Director, Key Managerial Personnel (KMPs) and Senior Management of the Company is
recommended by the Nomination and Remuneration Committee based on criteria such as
industry benchmarks, the Company's performance vis-a-vis the industry, individual's
responsibilities and performance assessment. The Company pays remuneration by way of
salary, perquisites and allowances (fixed component), incentive remuneration and/or
commission (variable components).
Loans/advances may be extended to employees for various personal
purposes or to aid business functions, from time to time, on a case- to -case basis, in
accordance with the relevant Human Resource guidelines/policies in force or as may be
approved by the Chief Financial Officer, the Chief Human Resource Officer of the Company,
or any person authorised by them, including for relocation viz. school deposits/expenses,
travel/logistics expenses, housing advance, housing deposits/brokerage, any other expenses
towards relocation; advance submission of tax deducted at source by the Company on behalf
of employee; advance towards medical insurance premiums; loans granted to enable grantees
exercise ESOPs and towards deposit of perquisite tax thereon; loans/advances covered under
Employees Union recognised by the Company as per Union Agreement; medical emergency
advances etc.
Additionally, in the event of exigencies arising due to calamities, the
Company may provide financial assistance to any affected employee by way of extending
interest-free loan in an amount not exceeding his/her two months' gross salary.
Remuneration by way of commission to the Non-Executive Directors shall
be decided by the Board of Directors within the ceiling of a sum, not exceeding 1% of the
annual net profits of the Company in each of the financial year, calculated in accordance
with Section 197, 198 of the Act.
Remuneration of KMPs and employees largely consists of basic
remuneration, perquisites, allowances, performance incentives and employee stock options
granted pursuant to the Employees Stock Option Plan, 2006 and Restricted Stock Units Plan,
2019 of the Company. The components of remuneration vary for different employee levels and
are
governed by industry patterns, qualifications and experience of the
employee and his/her responsibility areas, employee performance assessment etc.
The said Policy is also available on the website of the Company at https://www.eicher.in/uploads/1561782697_
remunerationpolicy.pdf
ANNUAL EVALUATION OF BOARD,
COMMITTEES AND INDIVIDUAL DIRECTORS
Formal annual evaluation of the Board, Board Committees and Individual
Directors for FY 2024-25 was carried out by the Board and concluded on May 13, 2025,
pursuant to the Board Performance Evaluation Policy of the Company and provisions of the
Companies Act, 2013 and SEBI (LODR) Regulations, 2015.
The Nomination and Remuneration Committee has specified the criteria
for effective performance evaluation of the Board, its Committees and Individual Directors
of the Company. The performance of the Board and Committees was evaluated after seeking
inputs from all the Directors on the basis of the criteria such as Board/Committee
constitution, frequency of meetings, effectiveness of processes etc. The performance of
individual Directors (including Independent Directors) was evaluated by the Board
(excluding the Director being evaluated) after seeking inputs from all Directors on the
basis of the criteria such as thought contribution, business insights and applied
knowledge. The results of evaluation were discussed by the Chairman with the
Board/individual Directors. After completion of the evaluation process, the Nomination
& Remuneration Committee also reviews the implementation of the manner specified by it
for performance evaluation and effectiveness of the process.
The Independent Directors separately also carried out the Board
evaluation for financial year 2024-25 as per the requirements of the Companies Act and
SEBI (LODR) Regulations, 2015 at their meeting held on May 13, 2025.
MEETINGS OF BOARD OF DIRECTORS
Six (6) meetings of the Board of Directors of the Company were
conducted during the financial year under review. The details of
Board/Committees/Shareholder meetings are provided under the Corporate Governance Report
which forms part of the Annual Report.
DETAILS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 OF THE
ACT
The details of loans, guarantees and investments made by the Company
during the financial year under review which are covered under Section 186 of the
Companies Act, 2013 form part of the notes to the financial statements provided in this
Annual Report.
PARTICULARS OF RELATED PARTY TRANSACTIONS
All contracts/arrangements/transactions entered into by the Company
during the financial year with related parties are in
compliance with the applicable provisions of the Companies Act, 2013
and SEBI (LODR) Regulations, 2015. The Board of Directors has approved the criteria
pursuant to which omnibus approval can be granted for related party transactions by the
Audit Committee. Requisite approvals of the Audit Committee, the Board and the
shareholders, as required, were obtained by the Company for the related party
transactions.
There were no materially significant Related Party Transactions made by
the Company with Promoters, Directors or Key Managerial Personnel, subsidiaries, joint
ventures and associate Companies which may have a potential conflict with the interest of
the Company. Transactions that are required to be reported in Form AOC-2 are provided
under Annexure-2 and forms part of this report. The details of the
transactions with Related Parties are also provided in the Company's financial statements
in accordance with Indian Accounting Standards.
The Company had obtained shareholders' approval at the 42nd Annual
General Meeting (AGM) held on August 22, 2024 for certain related party transactions
between VE Commercial Vehicles Limited (VECV), Subsidiary of the Company, and Volvo Group
India Private Limited (VGIPL), a related party of VECV, for FY 2024-25 as per the
provisions of Regulation 23(4) of SEBI (LODR) Regulations, 2015. Further, based on the
recommendations of the Audit Committee and the Board, same material related party
transactions between VECV and VGIPL for FY 2025-26 are proposed at the ensuing 43rd
Annual General Meeting for the approval of the shareholders by way of Ordinary Resolution.
Please refer to the notice of 43rd AGM for further details.
The Company has a Policy on materiality of and dealing with Related
Party Transactions, as approved by the Board, which is available on its website www.eichermotors.com.
AUDIT COMMITTEE
The Audit Committee of the Company is constituted pursuant to the
requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015. At present,
members of the Audit Committee are:
SI. No. |
Name of Members |
1
2
3 |
Mr. S. Madhavan (Chairman), Independent Director Mr. Inder Mohan Singh,
Independent Director Mr. Arun Vasu, Independent Director |
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM
The Company has formulated a Whistle Blower Policy to establish a vigil
mechanism for Directors, employees, dealers and vendors of the Company to report concerns
about unethical behaviour, actual or suspected fraud or violation of the Company's Code of
Conduct or Ethics Policy or to report genuine concerns or grievances including instances
of leak or suspected leak of unpublished price sensitive information pursuant to SEBI
(Prohibition of Insider Trading) Regulations,
2015. The Whistle Blower Policy of the Company is available at
https://www.royalenfield.com/content/dam/eicher-
motors/EML_Whistle_Blower_Policy_14.05.2025.pdf
SUBSIDIARIES, ASSOCIATE AND JOINT VENTURE COMPANIES
Highlights of performance of subsidiaries, associates and joint venture
Companies and their contribution to the overall performance of the Company during the year
under review.
Royal Enfield North America Limited (RENA)
(Wholly-owned Subsidiary)
RENA was incorporated in March 2015 as a 100% subsidiary of Eicher
Motors Limited to manage the distribution and sales of Royal Enfield products and services
including motorcycles, spares and gear in North America. It sold 6,322 motorcycles
(including 662 motorcycles sold to Royal Enfield Canada Limited, 100% subsidiary of RENA)
during FY 2024-25 and achieved revenue of ' 269.77 Crores (including revenue
of ' 23.71 Crores from sales to Royal Enfield Canada Limited). As of March
31, 2025, RENA had contracted with 145 multi-brand outlets in the USA. The company
participated in 32 Dealer Demo Events and continued to support American Flat Track,
Daytona, Vintage Motorcycle, Barber and Build Train Race (BTR) Programmes, with
participation in 54 collective events in the FY 2024-25.
Royal Enfield Canada Limited (RECA)
(Wholly-owned Subsidiary)
>
RECA is a 100% subsidiary of RENA. RECA was incorporated in April 2016
in Canada to manage the distribution and sales of Royal Enfield products and services
including motorcycles, spares and gear in Canada. During the FY 2024-25, the company sold
646 motorcycles and achieved revenue of ' 24.72 Crores. As of March 31,
2025, RECA had contracted with 19 multi-brand outlets in Canada. The Company participated
in 8 dealer demo events in the FY 2024-25.
Royal Enfield Brasil Comercio De Motocicletas
Ltda. (Wholly-owned Subsidiary)
Royal Enfield started its operations in Brazil through a direct
distribution company by the name of Royal Enfield Brasil Comercio de Motocicleta Ltda in
2016. During the financial year 2024-25, the Company set up its second assembly unit at
Manaus, to assemble the components into motorcycles. During the FY 2024-25, RE Brazil sold
20,048 motorcycles and achieved a revenue of ' 569.48 Crores. The company
also onboarded 11 new dealerships, bringing the total number of dealerships to 36 as of
March 31, 2025.
Royal Enfield (Thailand) Ltd (Wholly-owned
Subsidiary)
Royal Enfield (Thailand) Ltd. was incorporated on September 18, 2018
and commenced sales operations from September 2019. During the year, the company has set
up its own CKD assembly Plant which is the first fully owned plant set up by Royal Enfield
outside India. The Company's footprints are steadily growing and the brand is represented
by a
passionate Dealer network comprising 27 Exclusive stores, 7 Authorised
Sales and Service points. The brand love has been demonstrated by the company's passionate
Customers and Communities from various provinces in Thailand and has over 50 strong Royal
Enfield communities across the nation. The company is among the Top #2 brands in the
mid-segment in the Kingdom of Thailand, with a market share of 15.8% in the FY 2024-25.
During the year 2024-25, the company received Three awards from the
coveted Grand Prix group, "Best Modern Classic Middleweight" for Shotgun 650,
"The Modern Adventure Touring" for Himalayan 450 and "The Best Value
Cruiser" for Super Meteor 650. Royal Enfield was also awarded with the
"Prestigious Brands of Asia" title in the Mid-segment motorcycles category for
the financial year 2024-25 by BARC Asia - a Leading Advertising Research & Consulting
firm.The company has sold 3,002 motorcycles and achieved revenue of ' 118.30
Crores in FY 2024-25.
Royal Enfield UK Ltd (Wholly-owned Subsidiary)
Royal Enfield UK Ltd was incorporated in August, 2019 and commenced
sales operations from June 2020. The Company started selling directly in the United
Kingdom (UK), without a local distributor from May 1, 2023. The network size finished the
trading year with 56 sales and aftersales partners, including 17 exclusive stores, with a
number of new dealers in development for the new business year.
During FY 2024-25, the Company sold 3,100 motorcycles with revenue of '
139.51 Crores. The Company retained its market leading position within the mid-size market
for 4th consecutive years.The UK continues to be the only market outside of
India for Royal Enfield to achieve the No.1 midsize position with a market share of 20% in
the FY 2024-25.
Royal Enfield Europe B.V.
(Wholly-owned Subsidiary)
Royal Enfield Europe B.V. was incorporated on March 21,
2024, as a wholly-owned subsidiary, in the Netherlands. There was an
equity infusion of ' 18.66 Crores during the year. The operations are
expected to commence in the FY 2025-26.
Eicher Polaris Private Limited (EPPL)
Eicher Polaris Private Limited, a joint venture company, was involved
in manufacturing and sales of personal utility vehicles.
The Board of Directors and Shareholders of EPPL at their respective
meetings held on February 18, 2020 approved voluntary liquidation (solvent liquidation) of
EPPL and appointed an insolvency professional as the liquidator. The liquidation process
is currently under progress.
VE Commercial Vehicles Limited and its step-down
subsidiaries
Overview of performance of VE Commercial Vehicles Limited and its
step-down subsidiaries are covered separately in the Annual Report.
Report containing salient features of financial
statements of subsidiaries and joint venture Companies
Pursuant to the provisions of Section 129(3) of the Act, a report
containing salient features of the financial statements of the Company's subsidiaries and
joint venture Company in Form AOC-1 is attached as Annexure-3.
COMPANIES WHICH HAVE BECOME OR CEASED TO BE THE COMPANY'S SUBSIDIARIES,
JOINT VENTURES OR ASSOCIATE COMPANIES DURING THE FINANCIAL YEAR
PT VECV Automotive Indonesia was incorporated on October 25, 2024 in
Indonesia as a subsidiary of VE Commercial Vehicles Limited (Company's material
subsidiary) and therefore also became the subsidiary of the Company.
VE Commercial Vehicles Limited has entered into a Joint Venture with
iTriangle Infotech Private Limited resulting in a new joint venture company VE Connected
Solutions Private Limited (Formerly Known as Aquila Mobility Solutions Private Limited) in
which VE Commercial Vehicles Limited holds 51% of the share capital. Accordingly, VE
Connected Solutions Private Limited also became the subsidiary of the Company during the
financial year.
No other company has become or ceased to be the Company's subsidiary,
joint venture or associate company during FY 2024-25.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY'S OPERATIONS IN
FUTURE
There are no significant and material orders passed by the Regulators
or Courts or Tribunals which would impact the going concern status of the Company and its
future operations. However, members' attention is drawn to the statement on contingent
liabilities, commitments in the notes forming part of the financial statements.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIAL STATEMENTS
Details of internal financial controls and their adequacy are included
in the Management Discussion and Analysis Report, which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The Company has constituted a Corporate Social Responsibility (CSR)
Committee and has framed a Corporate Social Responsibility Policy and identified Local
Area
Development, Social Mission (Responsible Travel and environmental
sustainability) and Road safety, as themes which will be given preference while
formulating Annual Action Plans. The Company will continue to support social projects that
are consistent with the Policy.
Corporate Social Responsibility Committee of the Company presently is
constituted as follows:
1. Mr. Arun Vasu - Chairman of the Committee
2. Mr. Siddhartha Lal
3. Mr. Inder Mohan Singh
4. Ms. Ira Gupta
Annual Report on CSR activities is annexed as Annexure-4.
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements have been prepared by the Company
in accordance with the requirements of Indian Accounting Standard ("Ind AS")-110
"Consolidated Financial Statements" and Ind AS 28 "Investment in Associates
and Joint ventures", prescribed under Section 133 of the Companies Act, 2013, read
with the rules issued thereunder. The consolidated financial statements are provided in
the Annual Report. A statement containing the salient features of the financial statements
of each of the subsidiary and joint venture in the prescribed Form AOC-1 is attached.
Pursuant to Section 136 of the Act, the financial statements,
consolidated financial statements and separate accounts of the subsidiaries are available
on the website of the Company at www.eichermotors.com. These are also available for
inspection by the shareholders at the Registered Office of the Company during business
hours. The Company shall provide free of cost, the physical copies of the financial
statements of the Company and its subsidiary Companies to the shareholders upon their
request. The consolidated total Comprehensive income of the Company and its subsidiaries
amounted to ' 4,504.12 Crores for FY 2024-25 as compared to '
3,987.33 Crores for FY 2023-24.
AUDITORS
(a) Statutory Auditors and their report
M/s S. R. Batliboi & Co., LLP, Chartered Accountants (Firm
Registration Number: FRN 301003E/E300005) were re-appointed as Statutory Auditors in the
40th (Fortieth) Annual General Meeting (AGM) of the Company for second term of
five consecutive years, from the conclusion of 40th AGM till the conclusion of
45th AGM to be held in the year 2027. The Statutory Auditors have confirmed
their eligibility under Section 141 of the Companies Act, 2013 and the Rules made
thereunder to continue to act as Statutory Auditors of the Company.
The Statutory Auditors had carried out audit of financial statements of
the Company for the financial year ended March 31, 2025 pursuant to the provisions of the
Act.
The reports of Statutory Auditors form part of the Annual Report. The
reports are self-explanatory and do not contain any qualifications, reservations or
adverse remarks.
During the year under review, M/s. S. R. Batliboi & Co.,
LLP has filed a report under Section 143(12) of the Act in Form ADT-4
as prescribed under Rule 13 of Companies (Audit and Auditors) Rules, 2014 with the Central
Government relating to one instance identified by the management involving an amount of '
1.69 Crore in respect of which appropriate remedial actions have been taken during the
year by the Company. There is no material financial impact on the Company.
(b) Secretarial Auditors and their report
The Board of Directors has appointed M/s. AGSB & Associates,
Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31,
2025. As required under Section 204 of the Companies Act, 2013, the Secretarial Audit
Report is annexed as Annexure-S to this Report. The Secretarial Auditors'
Report is self-explanatory and do not contain any qualifications, reservations or adverse
remarks.
The Board of Directors of the Company, based on the recommendation made
by the Audit Committee, and subject to the approval of the shareholders of the Company at
the ensuing Annual General Meeting, have approved the appointment of M/s. AGSB &
Associates, Company Secretaries, as Secretarial Auditors of the Company for a term of 5
(five) consecutive years commencing from FY 2025-26 till FY 2029-30, in terms of
provisions of Regulation 24A of the Listing Regulations read with SEBI Circular No.
SEBI/HO/CFD/ CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 and the Companies Act, 2013.
M/s. AGSB & Associates have given their consent and confirmed that
they are not disqualified to be appointed as Secretarial Auditors of the Company and
satisfies the eligibility criteria.
Further, pursuant to provisions of Regulation 24A of the SEBI (LODR)
Regulations, 2015, the Secretarial Audit Report submitted by the Secretarial Auditors of
VE Commercial Vehicles Limited (VECV), a Material subsidiary of the Company is also
annexed as Annexure-6to this Report.
(c) Cost Auditors
In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of
the Companies (Accounts) Rules, 2014, it is hereby confirmed that the cost accounts and
records are made and maintained by the Company as specified by the Central Government
under sub-section (1) of Section 148 of the Companies Act, 2013.
M/s. Jyothi Satish & Co, a qualified Cost Accountant Firm (Firm
registration No. 101197), has been appointed as the Cost Auditors to carry out audit of
the cost records of the Company for FY 2024-25 pursuant to the provisions of the Companies
Act, 2013. The Cost auditor shall submit its report to the Board of Directors within the
time prescribed under the Companies Act, 2013 and the rules made thereunder.
DETAILS IN RESPECT OF FRAUD REPORTED BY AUDITORS
Pursuant to provisions of Section 143(12) of the Companies Act, 2013,
the Statutory Auditor, Secretarial Auditors and the Cost Auditors have not reported any
incident of fraud to the Audit Committee or Board during the financial year under review,
except for the matter reported in the auditor's section of the director's report.
CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORTS
As per SEBI (LODR) Regulations, 2015, Corporate Governance Report
together with the Auditors' certificate confirming compliance of conditions of Corporate
Governance, Management Discussion & Analysis Report and Business Responsibility &
Sustainability Report forms part of the Annual Report.
INTEGRATED REPORT
The Company has voluntarily prepared an Integrated Report which will
help stakeholders to understand the Company's economic, environmental, social and
governance performance more effectively and analysing the financial and non-financial
performance of the Company. With this, stakeholders shall also have a better understanding
of the Company's long-term perspective. The report is also available on the website of the
Company at www.eichermotors.com.
ANNUAL RETURN
The Annual Return as required under Section 92 (3) read with Section
134(3)(a) of the Companies Act, 2013 is available on the website of the Company and the
web link for the same is https://www.eicher.in/content/dam/eicher-motors/
investor/financial-and-reports/annual-reports/ annual-return-(mgt-7)fy-2024-25.pdf
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to
the information and explanations obtained by them, your
Directors make the following statements in terms of Section
134(3)(c) of the Companies Act, 2013:
a) that in the preparation of the Annual Financial Statements for the
year ended March 31, 2025, the applicable accounting standards have been followed along
with proper explanation relating to material departures, if any;
b) that such accounting policies as mentioned in Note no.
3 of the Notes to the Financial Statements have been selected and
applied consistently and judgement and estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state of affairs of the Company as at
March 31, 2025 and of the profits of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance
of adequate accounting records in accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
d) that the Annual Financial Statements have been prepared on a going
concern basis;
e) that proper internal financial controls to be followed by the
Company have been laid down and that the financial controls are adequate and were
operating effectively; and
f) that proper systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
PARTICULARS OF DIRECTORS & EMPLOYEES
Disclosures as required under Section 197(12) of the Companies Act,
2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014:
1) Ratio of the remuneration of each director to the median
remuneration of the employees of the Company and the percentage increase in remuneration
of Directors & KMPs in the financial year:
Sl.
No. |
Name of the Director/KMP |
Designation |
Ratio of Remuneration of
Directors to Median Remuneration of Employees* |
Percentage Increase in
Remuneration for FY 2024-25 over FY 2023-24 |
1. |
Mr. Siddhartha Lal |
Executive Chairman (from
February 13, 2025) Managing Director (upto February 12, 2025) |
358.4 |
5.3 |
2. |
Mr. S Sandilya |
Chairman - Non-Executive
Independent Director (upto February 12, 2025) |
9.1 |
N.A.** |
3. |
Mr. Govindarajan Balakrishnan |
Managing Director (from
February 13, 2025) Whole Time Director (upto February 12, 2025) |
211.8 |
20.6# |
4. |
Ms. Manvi Sinha |
Non-Executive Independent
Director (upto February 12, 2025) |
5.0 |
N.A.** |
5. |
Mr. Inder Mohan Singh |
Non-Executive Independent
Director |
5.1 |
36.4 |
6. |
Mr. S. Madhavan |
Non-Executive Independent
Director (Appointed w.e.f. September 29, 2023) |
4.9 |
N.A.** |
7. |
Mr. Tejpreet Singh Chopra |
Non-Executive Independent
Director (Appointed w.e.f. September 29, 2023) |
4.7 |
N.A.** |
8. |
Ms. Ira Gupta |
Non-Executive Independent
Director (Appointed w.e.f. February 10, 2025) |
0.7 |
N.A.** |
9. |
Mr. Arun Vasu |
Non-Executive Independent
Director (Appointed w.e.f. February 13, 2025) |
0.7 |
N.A.** |
10. |
Mr. Atul Sharma |
Company Secretary |
- |
11.5 |
11. |
Ms. Vidhya Srinivasan |
Chief Financial Officer |
- |
8 |
* Remuneration of Directors/Key Managerial Personnel (KMP) who held
their respective positions for a part of the year in either FY2023-24 or in FY2024-25 has
not been annualised.
#The total remuneration of' 19.34 Crores of Mr. Govindarajan
Balakrishnan considered for calculating percentage increase in remuneration Includes '
10.97 Crores as perquisite value from exercise of employees' stock options during the
financial year under review.
**The % change in remuneration is not comparable as the said
Dlrectors/KMPs held their respective positions for a part of the year either In FY 2023-24
or in FY2024-25 and hence the same is not provided.
Note:
Mr. Viriod Kumar Aggarwal, Vice Chairman (NonExecutive Director) of the
Company is also the Managing Director and CEO of VE Commercial Vehicles Ltd (VECV), a
material subsidiary of the Company and draws remuneration from VECVin accordance with the
limits permitted under the Companies Act, 2013 and the rules thereunder and as approved by
the Nomination and Remuneration Committee and the Board of VECV.
As part of his remuneration from VECV he is eligible for the benefits
under the long-term incentive plan of VECV which includes issue of Stock Options pursuant
to Eicher Motors Limited Restricted Stock Unit Plan 2019 (RSU Plan, 2019). During
FY2024-25 & 202526, certain stock options have been granted to Mr.
V'rnod Kumar Aggarwal pursuant to the RSU Plan, 2019 of the Company as
per the recommendation received
from VECV. VECV shall bear the entire cost of the Stock Options granted
by the Company. VECV shall reimburse to the Company, cost of said Stock Options calculated
pursuant to the recognised valuation method and there will not be any financial impact on
the Company.
2) Percentage increase in the median remuneration of the employees
in the financial year: 13.6%
3) Number of permanent employees on the rolls of Company as at March
31, 2025: 5,277 employees.
4) Average percentile increase already made in the salaries of
employees other than the managerial personnel
in the last financial year and its comparison with the percentile
increase in the managerial remuneration and justification thereof and point out if there
are any
exceptional circumstances for increase in the managerial remuneration:
The average percentage increase in remuneration of the employees (other
than managerial personnel) in the financial year was 14.7% and the increase in the
managerial remuneration was 11.5%. If we include the perquisite value of employees stock
options exercised during the financial year, the percentage increase for employees (other
than managerial personnel) was 17.5% and increase in managerial remuneration was 12.8%.
5) It is hereby affirmed that the remuneration is paid as per the
Remuneration Policy of the Company.
Further, a statement containing particulars of top ten employees in
terms of the remuneration drawn and employees drawing remuneration in excess of the limits
set out in Rule 5(2) & (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules,
2014, as amended, are provided as part of the Directors' Report.
However, in terms of provisions of Section 136 of the said Act, the Annual Report is being
sent to all the members of the Company and others entitled thereto, excluding the said
statement. Any member interested in obtaining such particulars may write at investors@
eichermotors.com. The said information is also available for inspection at the
Registered Office of the Company during working hours till the date of Annual General
Meeting.
RISK MANAGEMENT
Requisite information is provided under Management
Discussion and Analysis Report which forms part of the Annual
Report.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
Requisite information is provided under the Corporate Governance Report
which forms part of the Annual Report.
PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016
No Corporate Insolvency Resolution Process had commenced against the
Company during the financial year under the Insolvency and Bankruptcy Code, 2016. No
proceedings were pending against the Company under the Insolvency and Bankruptcy Code,
2016 as at the end of the financial year.
ONE-TIME SETTLEMENT AND VALUATION DONE WHILE TAKING LOAN FROM BANKS AND
FINANCIAL INSTITUTIONS
During the financial year under review, there was no one-time
settlement with any Bank or Financial Institution. Hence, no valuation was required to be
undertaken.
ACKNOWLEDGEMENTS
We thank our customers, business associates and bankers for their
continued support during the financial year.
We wish to convey our deep appreciation to the dealers of the Company
for their achievements in the area of sales and service, and to suppliers/ vendors for
their valuable support.
We also place on record our sincere appreciation for the enthusiasm and
commitment of the Company's employees for the growth of the Company and look forward to
their continued involvement and support.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the financial year under review, the Company has complied with
applicable Secretarial Standards specified by the Institute of Company Secretaries of
India pursuant to Section 118 of the Companies Act, 2013.
|
For and on behalf of the Board
of Directors |
Siddhartha Lal |
Govindarajan Balakrishnan |
Executive Chairman |
Managing Director |
DIN: 00037645 |
DIN:03093035 |
Place: Chennai |
Place: Chennai |
Date: May 14, 2025 |
Date: May 14, 2025 |