To the Members of Eicher Motors Limited
The Directors have pleasure in presenting the 44th Annual
Report along with the Audited Financial Statements of the Company for the financial year
ended March 31, 2026 ('the financial year').
FINANCIAL RESULTS
The Company has earned a total revenue from operations of '
22,699.73 Crores during the financial year 2025-26. The profit before depreciation,
interest, other income and tax amounted to ' 5,812.85 Crores, which is 25.6% of the
total revenue. After accounting for other income of ' 1,694.80 Crores, interest
expense of ' 27.46 Crores and depreciation of ' 788.23 Crores, profit before
exceptional items and tax amounted to ' 6,691.96 Crores.
The Government of India had notified four New Labour Codes with effect
from November 21, 2025, consolidating the 29 existing labour laws. Based on the assessment
of the impact of these four New Labour Codes, the Company has provided for an amount of '
55.45 Crores in the financial statements, as an exceptional item of a non-recurring nature
during the financial year ended March 31, 2026. The Profit after exceptional item and
before tax for the Company amounted to ' 6,636.51 Crores. Profit after tax amounted
to ' 5,040.82 Crores after income tax provision of ' 1,595.69 Crores. Total
Comprehensive income for the financial year, net of tax amounted to ' 5,138.24
Crores.
The financial statements of the Company are summarised as below:
| Particulars |
For the financial year ended March 31,
2026 |
For the financial year ended March 31,
2025 |
| Net Revenue from operations |
22,699.73 |
18,451.46 |
| Profit before depreciation, interest, other income and tax |
5,812.85 |
4,768.00 |
| Interest |
27.46 |
24.00 |
| Depreciation |
788.23 |
684.09 |
| Profit before other income and tax |
4,997.16 |
4,059.91 |
| Other income |
1,694.80 |
1,408.65 |
| Profit before exceptional items and tax |
6,691.96 |
5,468.56 |
| Exceptional item |
(55.45) |
- |
| Profit before tax |
6,636.51 |
5,468.56 |
| Provision for tax (including Deferred tax) |
1,595.69 |
1,189.30 |
| Net profit after tax |
5,040.82 |
4,279.26 |
| Other comprehensive income |
97.42 |
(219.84) |
| Total Comprehensive Income for the year, net of tax |
5,138.24 |
4,059.42 |
| Balance in statement of profit and loss brought forward
from previous year |
17,742.14 |
14,867.60 |
| Amount available for appropriation (excluding Other
Comprehensive income reserves) |
22,787.40 |
19,139.59 |
| Dividend for FY 2023-24, paid in FY 2024-25 |
- |
1,397.45 |
| Dividend for FY 2024-25, paid in FY 2025-26 |
1,919.95 |
- |
| Dividend proposed for FY 2025-26, to be paid in FY 2026-27 |
2,249.38 |
- |
| Earnings per share |
|
|
| - Basic (?) |
183.79 |
156.15 |
| - Diluted (?) |
183.46 |
155.80 |
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There is no change in the nature of business of the Company during the
financial year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF
THE COMPANY THAT HAVE OCCURRED AFTER MARCH 31, 2026 TILL THE DATE OF THIS REPORT
There has been no material change or commitment affecting the financial
position of the Company which have occurred between the end of the financial year on March
31, 2026 and the date of this Report.
The Company would like to inform the members that the Board of
Directors of the Company ("the Board"), at its meeting held on May 21, 2026, had
approved an investment of up to ' 750 Crores (Rupees Seven Hundred and Fifty Crores only)
as cash consideration for subscribing to 50% of the equity share capital of Volvo
Financial Services (India) Private Limited ("VFS India"). VFS India is a Middle
Layer Non-Deposit taking Non-Banking Financial Company registered with Reserve Bank of
India (RBI) and is currently engaged in the business of providing financing, leasing, and
other financial services to customers and dealers of Volvo Group and VE Commercial
Vehicles Limited, in India. With said investment, the Company intends to form a 50:50
joint venture which will work as a captive financing arm to serve the customers of Volvo
Group, VE Commercial Vehicles Limited and the Company, within the Indian market. Pursuant
to the Board approval, the Company has signed the Joint Venture Agreement and the Share
Subscription Agreement. The completion of the transaction is subject to RBI approval and
fulfilment of conditions of Joint Venture Agreement and the Share Subscription Agreement.
For more details, please refer to the public disclosure filed by the Company in this
regard which is available at https://www.bseindia.com/xml-data/
corpfiling/AttachHis/7e7cf1f2-9732-4325-8029- 978df32aa8cd.pdf
DIVIDEND
The Board of Directors at its meeting held on May 22, 2026, has
recommended for approval of the shareholders, payment of dividend of ' 82/- per equity
share of face value of ' 1/- each (@ 8200%) out of the profits for the financial year
2025-26 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 July 31, 2026 (record date);
b) To all Members in respect of shares held in physical form as of the
close of business hours on July 31, 2026 (record date).
AMOUNTS TRANSFERRED TO RESERVES
During the financial year 2025-26, no amount was transferred to the
General Reserve of the Company.
BRIEF DESCRIPTION OF THE STATE OF THE COMPANY'S AFFAIRS/ BUSINESS
PERFORMANCE
The Company has sold 12,38,661 motorcycles in FY 2025-26, 23.2% higher
as compared to sale of 10,05,340 motorcycles during FY 2024-25. Out of 12,38,661
motorcycles sold in FY 2025-26, 1,31,318 motorcycles were exported, which is an increase
of 28% over FY 2024-25 export volume of 1,02,583 motorcycles.
Net Revenue from operations for the FY 2025-26 was ' 22,699.73 Crores,
23% higher as compared to the previous financial year's ' 18,451.46 Crores. Net Sales of
spare parts, gear and services increased to ' 3,271.72 Crores in FY 202526 from ' 2,657.62
Crores in the previous financial year, with a growth of 23%.
Your Company's profit before depreciation, interest, other income and
tax was ' 5,812.85 Crores in the FY 2025-26, higher by 22% over ' 4,768.00 Crores recorded
in the FY 2024-25.
MARKET AND FUTURE PROSPECTS
Please refer to the Management Discussion & Analysis Report which
forms part of the Annual Report.
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 the financial year 202526.
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, 2026,
was ' 27,43,14,204/-. During the financial year, the Company has issued 65,224 Equity
Shares (Face value ' 1/- each) pursuant to its Employees Stock Option Plan, 2006
("ESOP, 2006") and 84,900 Equity Shares (Face value ' 1/- each) under the
Company's Restricted Stock Units Plan, 2019 ("RSU Plan, 2019"). A statement
giving complete details as at
March 31, 2026, 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/esop-statement-for-the-financialyear- fy2025-26.pdf.
ESOP, 2006 and RSU Plan, 2019, for grant of stock options have been
implemented by the Company in accordance with the aforesaid SEBI Regulations. A
certificate in this regard from M/s. AGSB & Associates, Secretarial Auditors, 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.
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 Companies Act, 2013 read with the Companies
(Acceptance of Deposits)
Rules, 2014 during the financial year. 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 Companies Act,
2013 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 Companies
Act, 2013 and Regulation 16 of SEBI (LODR) Regulations, 2015. The Company maintains the
requisite Board composition as per SEBI (LODR) Regulations, 2015, with majority of
Independent Directors on the Board. As on March 31, 2026, 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 Companies Act, 2013 Mr. Siddhartha Vikram Lal (DIN: 00037645), Executive
Chairman, retires by rotation at the ensuing 44th Annual General Meeting and
being eligible offers himself for reappointment. The Board of Directors recommends his
reappointment as a Director in the same capacity.
Change in the Board and Key Managerial Personnel
During the financial year, there has been no change in the composition
of the Board of Directors and Key Managerial Personnel of the Company. In accordance with
the provisions of Section 152 of the Companies Act, 2013, and the Company's Articles of
Association, Mr. Vinod Kumar Aggarwal (DIN: 00038906) retired by rotation at the 43rd
Annual General Meeting held on August 21, 2025 and was re-appointed by the shareholders of
the Company.
The Board of Directors of the Company at its meeting held on May 21,
2026, after taking into consideration the recommendations of the Nomination &
Remuneration Committee approved the appointment of Mr. Vinod Kumar Aggarwal (DIN:
00038906) as Executive Vice-Chairman (in the capacity of Executive Director) with effect
from May 21, 2026 for a period of three (3) years, subject to the approval of the members
of the Company. The Company has sought approval of the shareholders for the appointment of
Mr.
Vinod Kumar Aggarwal (DIN: 00038906) as Executive ViceChairman of the
Company in the ensuing 44th Annual General Meeting of the Company. Shareholders
are requested to refer to the Notice of the Annual General Meeting for details.
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 Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
THE COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's Hiring & Employment Policy:
A number of factors are considered while 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, the
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:
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 by the Company for any such action.
The Company's Remuneration Policy:
The Company's Compensation Strategy defines the principles underlying
the compensation philosophy for its employees. Compensation is a critical piece of the
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 its employees. 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 (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 the employee; advance towards medical insurance premiums; loans granted to enable
grantees exercise ESOPs and towards deposit of perquisite tax thereon; loans/advances
covered under the 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 of an amount not exceeding the employee's two months' gross salary.
Remuneration by way of commission to the Non-Executive Directors is
decided by the Board of Directors within the limit of 1% of the annual net profits of the
Company in each of the financial years, 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
employee(s) responsibility areas, performance assessment, etc.
The policy is available on the website of the Company at https://www.eicher.in/content/dam/eicher-motors/
investor/corporate-governance/codes-and-policies/ Remuneration%20Compensation%20Policy.pdf
ANNUAL EVALUATION OF BOARD, COMMITTEES AND INDIVIDUAL DIRECTORS
The formal annual evaluation of the Board, Board Committees and
Individual Directors including the Chairman of the Board for financial year 2025-26 was
carried out by the Board and concluded on May 21, 2026, 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 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 criteria such as thought contribution, business insights and applied knowledge.
The results of evaluation were discussed by the Chairman with the Board/individual
Directors. Once the evaluation is complete, the implementation is assessed based on the
criteria set by the Nomination and Remuneration Committee.
The Independent Directors also separately carried out annual
performance evaluation of the Chairman, the nonindependent directors and the Board as a
whole for financial year 2025-26 as per the requirements of the Companies Act and SEBI
(LODR) Regulations, 2015 at their meeting held on May 21, 2026.
MEETINGS OF BOARD OF DIRECTORS
Five (5) meetings of the Board of Directors of the Company were
conducted during the financial year. 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
COMPANIES ACT, 2013
The details of loans, guarantees and investments made by the Company
during the financial year which are covered under Section 186 of the Companies Act, 2013
form part of the notes no. 8 to 11, 41 and 46 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 43rd Annual
General Meeting (AGM) held on August 21, 2025 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 the FY 2025-26 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, said related party transactions
between VECV and VGIPL for FY 2026-27 are proposed for approval of the shareholders at the
ensuing 44th Annual General Meeting by way of Ordinary Resolution. Please refer
to the notice of the 44th Annual General Meeting 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:
| Name of Members |
| 1 Mr. S. Madhavan (Committee Chairman), Independent Director |
| 2 Mr. Inder Mohan Singh, Independent Director |
| 3 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.eicher.in/content/dam/eicher-motors/
investor/corporate-governance/codes-and-policies/ 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
financial year.
Royal Enfield North America Limited (Wholly-owned Subsidiary)
Royal Enfield North America Ltd. ("RENA"), incorporated in
March 2015 as a wholly-owned subsidiary of Eicher Motors Limited, is engaged in the
distribution and sale of Royal Enfield motorcycles, spares, accessories and riding gear
across North America. During the FY 2025-26, RENA sold 5,865 motorcycles, including 543
motorcycles sold to Royal Enfield Canada Limited (its wholly-owned subsidiary), and
recorded a revenue of ' 244.82 Crores, including ' 21.30 Crores from sales to Royal
Enfield Canada Limited. As on March 31, 2026, RENA had a network of 138 contracted
multi-brand outlets across the United States. During the FY 2025-26, RENA participated in
32 dealer demonstration events and continued its association with motorcycle racing and
riding events such as American Flat Track, Daytona, Vintage Motorcycle, Barber and Build
Train Race (BTR) programmes, with participation in 38 collective events. These events
helped in strengthening brand visibility and customer engagement across the region.
Royal Enfield Canada Limited (Wholly-owned Subsidiary)
Royal Enfield Canada Limited ("RECA"), was incorporated in
April 2016 as a wholly-owned subsidiary of Royal Enfield North America Ltd.
("RENA"), to manage the distribution and sale of Royal Enfield motorcycles,
genuine parts, accessories and apparel in Canada. During the FY 2025-26, RECA sold 562
motorcycles and generated revenue of ' 25.08 Crores.
As on March 31, 2026, the Company operated through a network of 20
multi-brand outlets across Canada. During the FY 2025-26, RECA participated in five dealer
demonstration events, strengthening customer engagement and enhancing the visibility of
the Royal Enfield brand in Canada.
Royal Enfield Brasil Comercio De Motocicletas Ltda. (Wholly-owned
Subsidiary)
The Company commenced its operations in Brazil in 2016 through Royal
Enfield Brasil Comercio de Motocicletas Ltda ("RE Brazil"), the Company's direct
distribution subsidiary in Brazil. During the previous financial year (FY 2024-25), RE
Brazil further strengthened its operational footprint in Brazil with the establishment of
its second motorcycle Completely Knocked Down (CKD) assembly facility in Manaus. During
the FY 2025-26, RE Brazil delivered a strong performance, selling 34,264 motorcycles,
representing a growth of 70.9% over the previous financial year. Net revenue for the year
ended March 31, 2026 was ' 1,156.88 Crores, reflecting a growth of 103.1% compared
to the previous financial year. The Company also expanded its retail presence by
onboarding 10 new dealerships during the FY 2025-26, taking the total dealership network
in Brazil to 46 as on March 31, 2026.
Royal Enfield (Thailand) Ltd (Wholly-owned Subsidiary)
Royal Enfield (Thailand) Ltd. ("RETH") was incorporated on
September 18, 2018 and commenced sales operations in September 2019. During the previous
financial year (FY 2024-25), RETH established its own CKD assembly facility in Thailand,
the first self-owned assembly facility of Royal Enfield outside India which is also ISO
9001:14000 certified. During the FY 2025-26, RETH achieved assembling eight (8) Royal
Enfield motorcycle models through its CKD assembly facility, reinforcing its presence in
the Thailand market. The Company also commenced exports to Vietnam and initiated rim
assembly for supply to Eicher Motors Limited and Royal Enfield Brasil Comercio de
Motocicleta Ltda.
RETH continued to strengthen its presence in Thailand and is
represented through a dealer network of 28 exclusive stores, one multi-brand outlet and
seven authorised sales and service points. Royal Enfield maintained its position as the
second-largest player in the mid-size motorcycle segment in Thailand, with a market share
of 19.3% during the FY 2025-26. Royal Enfield continues to enjoy strong acceptance amongst
customers, riding communities, dealer partners, custom builders and rental operators,
supported by more than 60 Royal Enfield communities across the country.
During the FY 2025-26, RETH received two awards from the Grand Prix
Group, with the Goan Classic 350 being recognised as the "Best Modern Classic"
and the Super Meteor 650 receiving the "Modern Cruiser Middleweight" award. The
Company sold 3,161 motorcycles during the FY 2025-26 and recorded revenue of '
169.94 Crores, representing a growth of 43.7% over the previous financial year.
Royal Enfield UK Ltd (Wholly-owned Subsidiary)
Royal Enfield UK Ltd. ("REUK") was incorporated in August
2019 and commenced sales operations in June 2020. REUK commenced direct sales to the local
dealers in the United Kingdom ("UK"), without a local distributor, from May,
2023. As at March 31, 2026, REUK had 51 sales and aftersales partners, including 18
exclusive stores in the UK. As part of its network development plans, REUK appointed
leading dealer partners and continued the development of new dealerships for the
forthcoming financial year.
During the FY 2025-26, REUK sold 3,292 motorcycles and recorded revenue
of ' 154.84 Crores, representing growth of 11% over the previous financial year.
Royal Enfield achieved the No. 2 position in the mid-size motorcycle segment by market
share in the UK. During the FY 2025-26, Royal Enfield was ranked No. 2 in the National
Motorcycle Dealer Association's manufacturer-dealer relationship survey.
Royal Enfield Europe B.V.
(Wholly-owned Subsidiary)
Royal Enfield Europe BV ("RE Europe") was incorporated in
March 2024 and commenced sales operations from July 2025. RE Europe started selling
directly in the Germany market without a local distributor from October 2025. It has a
network of 68 dealers in Germany and some major distributors in some Eastern European
countries.
During the FY 2025-26, RE Europe sold 3,437 motorcycles and achieved a
revenue of ' 150.62 Crores.
Eicher Polaris Private Limited
Eicher Polaris Private Limited ("EPPL"), a joint venture
company, was involved in the 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 the voluntary liquidation (solvent
liquidation) of EPPL and appointed an insolvency professional as the liquidator. The
liquidation process is currently in progress.
VE Commercial Vehicles Limited
The overview of the performance of VE Commercial Vehicles Limited is
covered separately in the Annual Report on page no. 476 to 483.
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 the 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
No company has become or ceased to be the Company's subsidiary, joint
venture or associate company during the financial year 2025-26.
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, and 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 control and its adequacy are included in
the Management Discussion and Analysis Report, which forms part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY
The Board of 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 are given preference while formulating
CSR Annual Action Plan for the Company. The Company will continue to support social
projects that are consistent with the Policy.
Corporate Social Responsibility Committee of the Company is presently
constituted of:
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 as
part of the Annual Report. A statement containing the salient features of the financial
statements of each of the subsidiaries and joint ventures in the prescribed Form AOC-1 is
attached to this Report.
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 ' 5,633.88 Crores for the FY 2025-26 as compared to ' 4,504.12
Crores for the FY 2024-25.
AUDITORS
(a) Statutory Auditors and their report
M/s S. R. Batliboi & Co., LLP, Chartered Accountants (Firm
Registration Number: 301003E/E300005), were re-appointed as Statutory Auditors in the 40th
(Fortieth) Annual General Meeting (AGM) of the Company for the second term of five
consecutive years, from the conclusion of the 40th AGM till the conclusion of
the 45th AGM to be held in 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 the financial
statements of the Company for the financial year ended March 31, 2026 pursuant to the
provisions of the Companies Act, 2013. 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.
(b) Secretarial Auditors and their report
The Board of Directors had 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 SEBI (LODR) Regulations, 2015 read with SEBI Circular
No. SEBI/HO/CFD/ CFD-PoD-2/CIR/P/2024/185 dated December 31, 2024 and the Companies Act,
2013 to conduct the Secretarial Audit of the Company. The said appointment was approved by
the shareholders at the 43rd Annual General Meeting of the Company.
As required under Section 204 of the Companies Act, 2013, the
Secretarial Audit Report for the financial year ended March 31, 2026 is annexed as Annexure-5
to this Report. The Secretarial Auditors' Report is selfexplanatory and do not contain any
qualifications, reservations or adverse remarks.
Further, VE Commercial Vehicles Limited ("VECV") is a
Material subsidiary of the Company in terms of Regulation 16(1)(c) of the SEBI (LODR)
Regulations,
2015. Pursuant to provisions of Regulation 24A of the SEBI (LODR)
Regulations, 2015, the Secretarial Audit
Report submitted by the Secretarial Auditors of VECV is also annexed as
Annexure-6 to 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 Auditor to carry out audit of the
cost records of the Company for FY 2025-26 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 the 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 the Board during the financial year under
review.
CORPORATE GOVERNANCE, MANAGEMENT DISCUSSION & ANALYSIS AND BUSINESS
RESPONSIBILITY & SUSTAINABILITY REPORTS
As per SEBI (LODR) Regulations, 2015, the Corporate Governance Report
together with the Auditors' certificate confirming compliance with the conditions of
Corporate Governance, Management Discussion & Analysis Report and Business
Responsibility & Sustainability Report forms part of the Annual Report.
INTEGRATED REPORT
The Company has prepared an Integrated Annual Report for FY 2025-26
which will help the stakeholders to understand the Company's economic, environmental,
social and governance performance more effectively and analyse the financial and
non-financial performance of the Company. Said Report will provide a better understanding
of the Company's long-term perspective to the shareholders. This Report is 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://eicher.in/content/dam/eicher-motors/
investor/financial-and-reports/annual-reports/eml- mgt-7-2025-26-Final.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, 2026, 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, 2026 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:
| Name of the Director/KMP |
Designation |
Ratio of Remuneration of Directors to
Median Remuneration of Employees |
Percentage Increase in Remuneration for
FY 2025-26 over FY 2024-25 |
| 1. Mr. Siddhartha Lal |
Executive Chairman (from February 13, 2025) Managing
Director (upto February 12, 2025) |
190.4 |
(33.9%)# Decrease in remuneration |
| 2 Mr. Govindarajan Balakrishnan (Refer note A
below) |
Managing Director (from February 13, 2025) Whole Time
Director (up to February 12, 2025) |
106.3 |
25.9% |
| 3. Mr. Inder Mohan Singh |
Non-Executive Independent Director |
6.1 |
29.4% |
| 4. Mr. S. Madhavan |
Non-Executive Independent Director |
6.2 |
36.3% |
| 5. Mr. Tejpreet Singh Chopra |
Non-Executive Independent Director |
5.9 |
36.1% |
| 6. Ms. Ira Gupta |
Non-Executive Independent Director (Appointed w.e.f.
February 10, 2025) |
6.0 |
N.A.* |
| 7. Mr. Arun Vasu |
Non-Executive Independent Director (Appointed w.e.f.
February 13, 2025) |
6.2 |
N.A.* |
| 8 Ms. Vidhya Srinivasan (Refer note B below) |
Chief Financial Officer |
- |
19% |
| 9. Mr. Atul Sharma |
Company Secretary |
- |
32.9% |
Remuneration of Directors/Key Managerial Personnel (KMP) who have held
their respective positions for a part of the year in either FY 2024-25 or in FY 2025-26
has not been annualised.
#With the appointment of Mr. Siddhartha Lai as the Executive Chairman
and cessation as the Managing Director of the Company w.e.f. February 13,2025, the
Nomination and Remuneration Committee and the Board made changes in his remuneration
commensurate with his new position in the Company.
*The % change in remuneration is not comparable as the said Directors
held their respective positions for a part of the year either in FY 2024-25 or in FY
2025-26 and hence the same is not provided.
Note:
A) The annual remuneration of Mr. Govindarajan Balakrishnan for the
FY2024-25, without considering the perquisite value of employees' stock options on
exercise, was '837 Crores. During the FY2025-26, no stock options were exercised by Mr.
Govindarajan Balakrishnan. His annual remuneration for the FY2025-26 was ' 10.54 Crores,
as compared to ' 837 Crores for FY2024-25, representing an increase of 25.9%.
B) The annual remuneration of Ms. Vidhya Srinivasan for the FY2025-26,
was '438 Crores without considering the perquisite value of employees' stock options
exercised during the year, representing an increase of 19% from FY 2024-25.
C) Until March 31,2026, Mr. Vinod Kumar Aggarwal was the Managing
Director and CEO of VE Commercial Vehicles Ltd (VECV), a material subsidiary of the
Company and drew remuneration from VECV in 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. No remuneration was paid to Mr. Vinod Kumar
Aggarwal from the Company during the FY2025-26. As part of his remuneration from VECV he
was 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 FY2025-26, certain stock options have been granted to Mr. Vinod
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: 8.63%
3) Number of permanent employees on the rolls of Company as at March
31, 2026: 5,333 employees consisting of 4,935 male and 398 female.
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
manageria remuneration:
The average percentage increase in remuneration of the employees (other
than managerial personnel) in the financial year was 8.4%, however there was a decrease in
the managerial remuneration of 25.2%. 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 6.3%, however there was a decrease in the managerial
remuneration of 34.4%.
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 the Annual General
Meeting.
RISK MANAGEMENT
Requisite information is provided under Management Discussion and
Analysis Report which forms part of the Annual Report on page no. 156.
COMPLIANCE OF 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.
SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at the
workplace and towards this end, has adopted a policy in line with the provisions of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
Rules made thereunder. All employees (permanent, contractual, temporary, trainees) are
covered under the said policy. An Internal Complaints Committee is also formed, as per the
requirement of the aforesaid Act, to redress the complaints received on sexual harassment.
During the financial year under review, the Company has received three complaints of
sexual harassment. As per the prescribed process, enquiries have been conducted and the
complaints were closed during the year.
The Company also conducts various programmes in the organisation on a
continuous basis for spreading awareness. During the financial year, approximately 15,342
employees/ trainees participated in awareness programs on prevention of sexual harassment
at workplace. The training/ programs were conducted through workshops, e-learning modules
and as part of new hires induction programme.
The following is a summary of sexual harassment complaints received and
closed during the financial year:
| Number of complaints received |
03 |
| Number of complaints closed |
03 |
| Number of cases pending for more than ninety days |
00 |
COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT,
1961
Your Company is in compliance with the provisions of the Maternity
Benefits Act, 1961 for the year ended March 31, 2026.
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, there was no one-time settlement with any
bank or financial institution. Hence, no valuation was required to be undertaken.
ACKNOWLEDGEMENT
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.
| For and on behalf of the Board of Directors |
|
|
For Eicher Motors Limited |
| Siddhartha Lal |
Govindarajan Balakrishnan |
| Executive Chairman |
Managing Director |
| DIN: 00037645 |
DIN:03093035 |
| Place: Gurugram |
Place: Gurugram |
| Date: May 22, 2026 |
Date: May 22, 2026 |
|