The Directors are pleased to present their Fortieth Annual Report together with audited financial statements for the financial year ended 31st March 2024.

PERFORMANCE REVIEW

During FY 2023-24, the Indian economy achieved robust GDP growth of 8.2% compared to 7.0% achieved during FY 2022-23. GDP growth during the year under review was mainly driven by manufacturing, construction, mining, transport, and other services.

During the year under review, the domestic CV Industry registered flat growth of 0.6% with volumes reaching at 9,67,900. Sale of Light Commercial Vehicles (LCVs) contracted by 1.5% with volumes at 5,94,700 and Medium & Heavy Commercial Vehicles (M&HCVs) increased by 4% with volumes at 3,73,200. The export of Commercial Vehicles has witnessed de-growth for the second consecutive year by 16.3% with volumes at 65,800.

Your Company's sales volume increased by 10.9% (from 12,442 vehicles in FY 2022-23 to 13,797 vehicles in FY 2023-24).

The demand for Commercial Vehicles, during the year under review, was supported by healthy infrastructure spending, growth in macroeconomic activities, and the emphasis on replacing old vehicles under the green mobility policy. However, the high base effect, combined with a perceived slowdown in infrastructure activities ahead of State Elections in some states and General Elections 2024, has led to subdued volumes for the domestic CV industry in Q4 FY 2023-24.

With increase in volumes and softening of commodity prices, the financial performance of the Company has improved considerably during FY 2023-24. Your Company achieved its highest ever Profit after tax of Rs. 107.9 crores for FY 2023-24.

Financial highlights are given below:

(Rs. in Crores)

DIVIDEND

Keeping in view the improved financial performance of the Company during FY 2023-24, the Directors have recommended Final Dividend of 160% (Rs.16 per equity share of Rs.10 each fully paid up) for financial year ended on 31st March 2024. The cash outflow on this account will be Rs. 23.2 crores.

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

https://www.smlisuzu.com/storage/uploads/finance reports/DividendPolicy.pdf MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis, which also covers the state of the Company's affairs, forms a part of this report. CORPORATE GOVERNANCE

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

INDUSTRIAL RELATIONS

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

SAFETY, HEALTH AND ENVIRONMENT

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

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

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

The Company uphold ISO 9001:2015 (Quality Management System), IATF 16949:2016 (Automotive Quality Management System), ISO 27001:2013 (Information Security Management System), ISO 14001:2015 (Environmental Management System), ISO 45001:2018 (Occupational Health & Safety Management System) and ISO 50001:2018 (Energy Management System) certifications.

CURRENT BUSINESS ENVIRONMENT

During Q1 FY 2024-25, the CV industry registered growth of 3.5%, with volumes reaching at 2,24,200 (last year 2,16,600) due to robust demand in the passenger carrier segment - up 27.4% and marginal growth in the M&HCV truck segment - up 2.6%. The first quarter's growth was driven by strong replacement demand and ongoing government spending on infrastructure.

During Q1 FY 2024-25, Your Company’s sales volume increased by 9.3% (from 4006 in Q1 FY 2023-24 to 4379 in Q1 FY 2024-25). The Company’s turnover for the first quarter was Rs. 746.1 crores and Profit before tax (PBT) was Rs. 62.0 crores (against Q1 FY 2023-24 turnover of Rs. 631.6 crores and PBT of Rs. 32.0 crores)

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

DIRECTORS

Mr. Eiichi Seto resigned as Director of the Company with effect from 3rd November, 2023. The Board, at its Meeting held on 3rd November, 2023, recorded its deep appreciation for his valuable contributions to the Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, had appointed Mr. Takashi Sakuma as an Additional Director of the Company with effect from 4th November, 2023, which was subsequently approved by the Members of the Company through a Postal Ballot on 28th December, 2023.

Mr. Masaki Morohoshi resigned as Director of the Company with effect from 31st March, 2024. The Board, at its Meeting held on 15th March, 2024, recorded its deep appreciation for his valuable contributions to the Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, had appointed Mr. Ryusuke Miyake as an Additional Director of the Company with effect from 1st April, 2024, which was subsequently approved by the Members of the Company through a Postal Ballot on 23rd May, 2024.

Mr. Takuro Horikoshi resigned as a Director of the Company with effect from 31 st March, 2024. The Board, at its Meeting held on 15th March, 2024, recorded its deep appreciation for his valuable contributions to the Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, had appointed Mr. Takahiro Jitosho as an Additional Director of the Company with effect from 1st April, 2024, which was subsequently approved by the Members of the Company through a Postal Ballot on 23rd May, 2024.

Mr. Takashi Nishida resigned as a Director of the Company with effect from 8th August, 2024. The Board, at its Meeting held on 2nd August, 2024, recorded its deep appreciation for his valuable contributions to the Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, has appointed Mr. Tomoyuki Yamaguchi as an Additional Director of the Company with effect from 9th August, 2024, and will hold office of Additional Director up to the ensuing Annual General Meeting of the Company.

The existing tenure of Mr. S.K.T uteja, Independent Director & Chairman, is up to 21 st September, 2024. The Board, at its Meeting held on 2nd August, 2024, recorded its deep appreciation for his strong and inspirational leadership as Independent Director & Chairman of the Company during his long association of more than 26 years with the Company.

The existing tenure of Mr. Sudhir Nayar, Independent Director, is up to 21st September, 2024. The Board, at its Meeting held on 2nd August, 2024, recorded its deep appreciation for his valuable contributions as Independent Director of the Company during his long association of 11 years with the Company.

The first term (of five years) of Mr. C.S. Verma, Independent Director, is up to 21st September, 2024. The Board, on the recommendation of its Nomination & Remuneration Committee, at its meeting held on 2nd August 2024, has proposed to the Members of the Company, the re-appointment of Mr. C.S. Verma as an Independent Director of the Company for a second term of five (5) years with effect from 22nd September, 2024.

Further, the Board has appointed Mr. C.S. Verma as Chairman of the Company w.e.f. 22nd September, 2024, subject to his re-appointment at the ensuing Annual General Meeting of the Company, due to demitting of office by Mr. S.K. Tuteja, Independent Director & Chairman of the Company.

The Board, on the recommendation of its Nomination & Remuneration Committee, at its meeting held on 2nd August, 2024, has proposed to the Members of the Company, the appointment of Mr. Sanjeev Mehan as an Independent Director of the Company for a term of five (5) years with effect from 22nd September, 2024.

Mr. Ryusuke Miyake retires by rotation and being eligible, offers himself for re-appointment.

Mr. Takashi Sakuma retires by rotation and being eligible, offers himself for re-appointment.

The details of the Directors being recommended for appointment / re-appointment are contained in the Notice convening the ensuing Annual General Meeting of the Company.

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

KEY MANAGERIAL PERSONNEL (KMPs)

In terms of the applicable provisions of the Companies Act 2013, Mr. Junya Yamanishi, Managing Director & CEO, Mr. Rakesh Bhalla, Chief Financial Officer and Mr. Parvesh Madan, Company Secretary, are the Key Managerial Personnel of the Company as on 31st March, 2024. During the year under review, the tenure of Mr. Rakesh Bhalla was extended up to 31st May, 2026. (Earlier his tenure was up to 31 st May, 2025).

NOMINATION AND REMUNERATION POLICY

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

SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Sumitomo Corporation, Japan, a body corporate, is the Promoter of the Company and holds 43.96% shareholding of the Company. In terms of the provisions of Section 2(76) the Companies Act, the Company is an Associate Company of Sumitomo Corporation. However, the Company does not have any Subsidiary, Joint Venture orAssociate Company. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were at arm's length, in the ordinary course of business and in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations. There were no material transactions made by the Company during the year that would have required approval of the Members. All related party transactions are placed before the Audit Committee for its approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are repetitive in nature.

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

https://www.smlisuzu.com/storage/uploads/finance reports/RPTPolicy.pdf

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

EXTRACT OF ANNUAL RETURN

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

https://www.smlisuzu.com/storage/uploads/finance reports/annual return reports/2024-2025-SML%20Form MGT 7%202024%20-%20website.pdf

MEETINGS OF THE BOARD

Six (6) Board Meetings were held during the year as detailed in the Corporate Governance Report which forms part of this report.

AUDIT COMMITTEE

The Audit Committee comprises of three Independent Directors - Mr. Sudhir Nayar, as Chairman, Mr. C.S. Verma and Ms. Atima Khanna.

As the tenure of Mr. Sudhir Nayar is up to 21st September, 2024, the Board at its meeting held on 2nd August, 2024 has appointed Mr. C.S. Verma as Chairman of the Audit Committee w.e.f. 22nd September, 2024, subject to his re-appointment at the ensuing Annual General Meeting of the Company, and Mr. Sanjeev Mehan as the Member of the Audit Committee w.e.f 22nd September, 2024, subject to his appointment at the ensuing Annual General Meeting of the Company.

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

PARTICULARS OF EMPLOYEES

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

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

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

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

AMOUNTS PROPOSED TO BE CARRIED TO RESERVES No amount proposed to be transferred to General Reserves.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY

No material changes have occurred or commitments made after 31 st March, 2024, which may affect the financial position of the Company or require disclosure.

SUSTAINABILITY INITIATIVE

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

RISK MANAGEMENT

The primary objective of risk management is to protect the Company against risks to the value of the business, its capital and its continuity. In order to achieve the objective and for better governance, the Board has formulated a Risk Management Committee (RMC) comprising two independent Directors and Managing Director & CEO.

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

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

The Corporate Social Responsibility (CSR) Committee comprises of three Directors - Mr. C.S. Verma, Independent Director, as the Chairman, Mr. Takahiro Jitosho, Non-Executive Director and Mr. Junya Yamanishi, Managing Director & CEO as its Members. During the year, Mr. Takuro Horikoshi resigned as Director of the Company w.e.f. 31st March, 2024 and Mr. Takahiro Jitosho was appointed in his place w.e.f. 1 st April, 2024.

The Board, at its meeting held on 2nd August, 2024, has proposed to reconstitute its CSR Committee with Ms. Atima Khanna as its Member and Chairman in place of Mr. C.S. Verma w.e.f. 22nd September, 2024.

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

Annual Report on CSR activities for the year ended 31st March, 2024 is attached as Annexure C.

BOARD EVALUATION

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

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

SHARE CAPITAL

There was no change in the Company's issued, subscribed and paid-up equity share capital during the year. Further, the Company has not issued any sweat equity shares or equity shares with differential rights during the year under review. DEPOSITS

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

SIGNIFICANT ORDERS PASSED BY REGULATORS, COURTS OR TRIBUNALS IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS

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

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

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

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

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

VIGIL MECHANISM /WHISTLE BLOWER POLICY

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

Whistle Blower Policy of the Company is available on the Company's website at the web link: https://www.smlisuzu.com/storage/uploads/finance reports/WhistleBlowerPolicy.pdf.

SECRETARIAL STANDARDS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

(a) in the preparation of the annual accounts for the year ended 31st March, 2024, the applicable accounting standards have been followed and proper explanations provided relating to material departures, if any;

(b) they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2024 and of the profit of the Company for the year ended on that date;

(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; they have prepared the annual accounts on a going concern basis;

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

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

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

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

https://www.smlisuzu.com/storage/uploads/finance reports/FamiliarisationProgramme.pdf SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s A. Arora & Co., a firm of Company Secretaries in practice, was appointed as the Secretarial Auditors of the Company to carry out the Secretarial Audit of the Company for FY 2023-24. The Secretarial Audit Report, for the year under review, does not contain any qualification and is attached as Annexure D. INTERNAL AUDITORS

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

STATUTORY AUDITORS

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

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

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

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

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

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

COST RECORDS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

As per Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, a Business Responsibility & Sustainability Report for FY 2023-24 is attached as Annexure F and forms part of this Report.

ACKNOWLEDGMENTS

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

FOR AND ON BEHALF OF THE BOARD OF DIRECTORS S.K. TUTEJA JUNYA YAMANISHI

Dated: 2nd August, 2024 Chairman Managing Director & CEO