Your Directors have pleasure in presenting the 44th Annual Report together with the
audited financial statements for the year ended 31st March 2025.
Financial Results
The Company's financial performance during 2024-25 as compared to the previous year
2023-24 is summarised below:
(Rs. in million)
Particulars |
2024-25 |
2023-24 |
| Total revenue |
1,566,505 |
1,447,874 |
| Profit before tax |
191,832 |
170,404 |
| Tax expense |
52,280 |
38,310 |
| Profit after tax |
139,552 |
132,094 |
| Balance at the beginning of the year |
646,509 |
541,980 |
| Profit for the year |
139,552 |
132,094 |
| Other comprehensive income arising from remeasurement of defined benefit
obligation* |
(595) |
(339) |
| Income on employee welfare fund |
(232) |
(201) |
| Expenses on employee welfare fund |
69 |
162 |
| Payment of dividend on equity shares |
(39,300) |
(27,187) |
| Balance at the end of the year |
746,003 |
646,509 |
*net of deferred tax assets of H 200 million (previous year deferred tax assets of H
114 million)
Financial Highlights
The total revenue was H 1,566,505 million as against H 1,447,874 million in the
previous year showing an increase of 8.19%. Sale of vehicles in the domestic market was
1,901,681 units as compared to 1,852,256 units in the previous year showing an increase of
2.67%. Total number of vehicles exported was 332,585 units as compared to 283,067 units in
the previous year showing an increase of 17.49%.
Profit before tax (PBT) was H 191,832 million against H 170,404 million showing an
increase of 12.57% and Profit After Tax (PAT) stood at H 139,552 million against H 132,094
million in the previous year showing an increase of 5.65%.
Dividend
The Board recommends a dividend of H 135/- per equity share of H 5/- each for the year
ended 31st March, 2025 amounting to H 42,444 million. No amount was carried to General
Reserve. The Company has formulated a dividend distribution policy and the same is
available on the website of the Company at the web-link
https://marutistoragenew.blob.core.windows.net/
msilintiwebpdf/MSIL_Dividend_Distribution_Policy.pdf
Operational Highlights
The operations are exhaustively discussed in the ‘Management Discussion and
Analysis' forming part of the Annual Report.
Consolidated Financial Statements
In accordance with Indian Accounting Standard (IND AS) - 110 on Consolidated Financial
Statements read with Indian Accounting Standard (IND AS) - 28 on Investments in Associates
and Joint Ventures, the audited consolidated financial statements are provided in the
Annual Report.
Performance of Subsidiaries, Associates and Joint Venture Companies
A report containing the performance, financial position and the contribution of
subsidiaries, associates and joint venture companies to the overall performance of the
Company as required by the Companies Act, 2013 (hereinafter referred as the ‘Act') is
provided as an annexure to the consolidated financial statements and hence are not
repeated here for the purpose of brevity (Form AOC - 1).
Further, no company has become or ceased to be the subsidiary, joint venture or
associate company during the year under review.
The audited financial statements of each of the subsidiary companies are also available
on the website of the Company at the web-link https://www.marutisuzuki.com/
corporate/investors/company-reports
Material Subsidiaries
Suzuki Motor Gujarat Private Limited is a material subsidiary of the Company.
In accordance with Regulation 16(1)(c) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred as the ‘Listing Regulations'),
the Company has a policy for determining material subsidiaries. The policy is available on
the website of the Company at the web-link https://
marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Policy_on_Subsidiary_Companies_New.pdf
Amalgamation of Suzuki Motor Gujarat Private Limited
The Board of Directors at its meeting held on 29th January 2025 approved the Scheme of
Amalgamation ("Scheme") of Suzuki Motor Gujarat Private Limited (a wholly owned
subsidiary of the Company) into and with the Company as per the applicable provisions of
the Companies Act, 2013 ("Act") and rules framed thereunder. The Scheme is
subject to the applicable statutory/ regulatory approvals.
Deposits
During the year under review, the Company has not invited or accepted any deposits from
the public in terms of Chapter V of the Act.
Annual Return
The annual return of the Company for the year 2024-25 is available on the website of
the Company at the web-link https://
www.marutisuzuki.com/corporate/investors/company-reports
Particulars of Loans, Guarantees and Investments
Details of loans, guarantees and investments, if any, covered under the provisions of
Section 186 of the Act are given in the notes forming part of the financial statements.
Board of Directors and Key Managerial Personnel (KMP)
In accordance with the provisions of Section 152 of the Act and the Articles of
Association of the Company, Mr. Kenichiro Toyofuku, Director (Sustainability) and Mr.
Kenichi Ayukawa, Non-Executive Director of the Company, will retire by rotation at the
ensuing Annual General Meeting and being eligible have offered themselves for
re-appointment.
Upon completion of two terms, Mr. Davinder Singh Brar and Mr. Rajinder Pal Singh ceased
to be the Independent Directors of the Company w.e.f. close of business hours of 27th
August 2024. Ms. Anjali Bansal and Ms. Ireena Vittal were appointed as Independent
Directors for a period of five years w.e.f. 28th August 2024 up to 27th August 2029.
Ms. Lira Goswami was re-appointed as Independent Director for the second term of five
years w.e.f. 28th August 2024 up to 27th August 2029.
Mr. Hisashi Takeuchi was re-appointed as Managing Director and Chief Executive Officer
for a further period of three years w.e.f. 1st April 2025 up to 31st March 2028.
Mr. Maheswar Sahu was re-appointed as Independent Director for the second term of five
years w.e.f. 14th May 2025 up to 13th May 2030.
Mr. Sunil Kakkar was appointed as an Additional Director and Whole-time Director
designated as Director (Corporate Planning) for a period of three years with effect from
1st April 2025 up to 31st March 2028.
Mr. Kinji Saito resigned from the post of Non-Executive Director w.e.f. close of
business hours of 25th April 2025. Mr. Koichi Suzuki was appointed as Non-Executive
Director w.e.f. 26th April 2025 to fill the causal vacancy caused due to the resignation
of Mr. Kinji Saito.
Mr. Osamu Suzuki, Honorary Chairman of the Company passed away on 25th December 2024.
Mr. O Suzuki was responsible for the success of the Company and the establishment of a
modern automobile and component industry in India. He dedicated himself to the development
of the automotive industry, demonstrating exceptional leadership and initiative. He shall
be remembered for his visionary leadership and remarkable initiatives that shaped the
Indo-Japan trade especially in the automobile industry.
The Board expresses its sincere appreciation for his outstanding service, leadership
and pivotal role in realising the dream of putting India on wheels by empowering millions
of Indian families with affordable, reliable, efficient and good quality vehicles.
The Company has received declarations of independence in accordance with the provisions
of Section 149 of the Act read with Rule 6 of the Companies (Appointment and Qualification
of Directors) Rules, 2014 along with Regulation 16 and Regulation 25 of the Listing
Regulations from all the Independent Directors.
Under the relevant provisions of the Act and the Listing Regulations, one separate
meeting of the Independent Directors was held during 2024-25. The Board is of the opinion
that the Independent Directors of the Company possess requisite qualifications, experience
and expertise and hold highest standards of integrity.
Familiarisation Programme
The details of the familiarisation programmes for the Independent Directors are
available on the website of the Company at the weblink
https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Familiarisation_Programmes_for_Independent_Directors.pdf
Directors' Responsibility Statement
To the best of their knowledge and belief and according to the information and
explanations obtained, in terms of Section 134 of the Act, your Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and proper explanations provided relating to material departures, if any;
b) such accounting policies have been selected and applied consistently and judgements
and estimates made are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company at the end of the financial year and of the profit of the
Company for that period;
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Act for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities;
d) the annual accounts have been prepared on a going concern basis;
e) internal financial controls were followed by the Company and they are adequate and
are operating effectively; and
f) proper systems have been devised to ensure compliance with the provisions of all
applicable laws and such systems are adequate and operating effectively.
Board Meetings
A calendar of meetings is circulated in advance to the Directors. During the year under
review, five board meetings were held, the details of which are given in the Corporate
Governance Report.
Board Committees
For composition of the Audit Committee, Nomination and Remuneration Committee,
Stakeholders Relationship Committee, CSR Committee, Risk Management Committee, and
Sustainability Committee, please refer to the Corporate Governance Report.
The Annual Report on CSR activities containing details of CSR Policy and other
prescribed details are given in Annexure – A.
Risk Management
Pursuant to Regulation 21 of the Listing Regulations, the Company has a Risk Management
Committee, the details of which are given in the Corporate Governance Report. The Company
has a Risk Management Policy and identified risks and taken appropriate steps for their
mitigation. For more details, please refer to the Management Discussion and Analysis.
Internal Financial Controls
Internal financial controls have been discussed under the head ‘CEO/CFO
Certification' in the Corporate Governance Report.
Vigil Mechanism
The Company has in place an established and effective vigil mechanism under the Whistle
Blower Policy (‘Policy'). The mechanism under the Policy has been appropriately
communicated within the organisation. The purpose of this Policy is to provide a framework
to promote responsible whistle blowing by employees. It protects employees wishing to
raise concerns about serious irregularities, unethical behavior, actual or suspected fraud
within the Company.
The Chairman of the Audit Committee is the ombudsperson and direct access has been
provided to the employees to contact him through e-mail, post and telephone for reporting
any matter.
Related Party Transactions
The Company has a policy on related party transactions which is available on the
Company's website at the web link https://
marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Policy_on_Related_Party_Transactions_New.pdf
In terms of Section 134(3)(h) of the Act read with Rule 15 of the Companies (Meetings
of Board and its Powers) Rules, 2014, the material transactions with related parties are
reported in Form AOC - 2 which is attached as Annexure – B.
The disclosure with respect to the transactions with promoter and promoter group which
is holding 10% or more of the shareholding in the Company are given in the notes forming
part of the financial statements.
Performance Evaluation
For details on the performance evaluation, please refer to the Corporate Governance
Report.
Nomination And Remuneration Policy
The Nomination and Remuneration Policy is attached as Annexure – C and is
available on the website of the Company at the web-link
https://marutistoragenew.blob.core.windows.net/msilintiwebpdf/
Nomination_and_Remuneration_Policy_update.pdf
Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and Maternity Benefits Act, 1961
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and has also complied with its provisions relating to the constitution of
Internal Complaints Committee to redress complaints received regarding sexual harassment.
The status of the complaints received by the Company during the year under review is as
under:
| a) Number of complaints received |
3 |
| b) Number of complaints disposed of |
3 |
| . c) Number of complaints pending as on the end of financial year |
Nil |
| d) Number of complaints pending for more than ninety days |
Nil |
It is also confirmed that the Company is complying with the provisions relating to the
Maternity Benefit Act, 1961.
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Information in accordance with Section 134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 is attached as Annexure – D.
Corporate Governance Report
A detailed report on corporate governance is annexed to the Annual Report. The Company
has complied with the corporate governance requirements, as stipulated under the Listing
Regulations. A certificate of compliance by Secretarial Auditors forms part of the Annual
Report.
Management Discussion and Analysis Report
The detailed report on Management Discussion and Analysis is annexed to the Annual
Report.
Secretarial Standards
The Company has complied with all the mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
Personnel
As required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosure pertaining
to remuneration and other details is annexed to the Report as Annexure-E.
A statement containing particulars of the employees as required under Section 197(12)
of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this
report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are
being sent to the Shareholders, excluding the aforesaid Annexure. The said information is
available for inspection by the Members at the registered office of the Company up to the
date of the ensuing Annual General Meeting. Any Member interested in obtaining such
particulars may write to the Company Secretary at the registered office of the Company.
Cost Auditors and Records
In accordance with the provisions of Section 148 of the Act read with the Companies
(Cost Records and Audit) Rules, 2014, M/s R.J. Goel & Co., Cost Accountants, New Delhi
(Registration No. 000026) were appointed as the Cost Auditors of the Company to carry out
the cost audit for 2025-26. The maintenance of cost records as specified by the Central
Government under Section 148(1) of the Act is required by the Company and such accounts
and records are made and maintained.
Statutory Auditors
Deloitte Haskins & Sells LLP (‘Deloitte') resigned from the post of Statutory
Auditors w.e.f. 12th May 2025. To fill the casual vacancy caused by this resignation, the
Board approved the appointment of Price Waterhouse Chartered Accountants LLP (PW), (Firm's
Registration No. 012754N/N500016), w.e.f. 12th May 2025 as the Statutory Auditors of the
Company, to hold office till the conclusion of 44th Annual General Meeting (‘AGM').
The approval of the Members for the aforesaid appointment was taken through postal ballot.
Further, on the recommendation of the Audit Committee, the Board recommends the
appointment of PW as Statutory Auditors of the Company for a period of five (5) years to
hold office from the conclusion of 44th AGM till the conclusion of the 49th AGM.
In compliance with the conditions of the Foreign Direct Investment, a compliance
certificate has been obtained from the Statutory Auditors for the downstream investments
made by the Company.
Secretarial Audit Report
In accordance with the provisions of Section 204 of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board appointed
RMG & Associates, a peer reviewed firm of Company Secretaries in practice, (Firm
Registration No.: P2001DE016100) to undertake the Secretarial Audit for the financial year
2024-25. The secretarial audit report is attached as Annexure – F.
Further, in accordance with the provisions of Section 204 of the Act read with the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Listing
Regulations, the Board on 25th April 2025 appointed RMG & Associates, a peer reviewed
firm of Company Secretaries in practice, (Firm Registration No.: P2001DE016100) as the
Secretarial Auditors for audit period of 5 consecutive years commencing from the financial
year 2025-26 till the financial year 2029-30. The said appointment is subject to the
approval of the Members.
There is no qualification, reservation, or adverse remark by the Statutory Auditors and
the Secretarial Auditors in their respective reports.
The report on secretarial audit of Suzuki Motor Gujarat Private Limited for the
financial year 2024-25 is attached as
Annexure – G. CRISIL Ratings
The Company was awarded the highest financial credit rating of AAA/Stable (long term)
and A1+ (short term) on its bank facilities by CRISIL. The rating underscores the
financial strength of the Company in terms of the highest safety with regard to timely
fulfilment of its financial obligations.
Environment and Quality
The Company has established and is maintaining an environmental management system (EMS)
since 1999. During the year, Surveillance audit for ISO 14001 was carried out by T?V
Rheinland, a German based certification body, for the manufacturing plants located at
Gurugram, Manesar and Rohtak R&D Centre.
The Quality Management System of the Company is certified as per ISO 9001:2015
standard. Regular assessments of the Quality Systems are done through surveillance audits
and re-certification assessments are done every three years by an accredited third party
agency (M/s VIN?OTTE nv, Belgium). The Company has an internal assessment mechanism to
verify and ensure adherence to defined Quality Systems across the Company.
Awards/Recognition/Rankings
The Company received many awards/recognitions/rankings during the year. Some of these
are mentioned hereunder:
a. Mr. Osamu Suzuki, Honorary Chairman of the Company was honoured with Padma Vibhushan
posthumously.
b. Mr. Hisashi Takeuchi, Managing Director & CEO of the Company was honoured as
‘2025 Business Leader of the Year' at Acko Drive TOTM (The One That Matters) Awards
2025.
c. Crowned with the ‘2025 Safety Champion' at Acko Drive TOTM (The One That
Matters) Awards 2025.
d. Titled as the ‘Manufacturer of the Year' by TV9 Network.
e. Mahatma Award 2024 for CSR Excellence.
f. Gold Award in the COVID Public Health Warriors category and Silver Award for Most
Innovative CSR Project of the Year by CSR Health Awards 2024 by IHW Council.
g. Gold recognition by CSR Times Award for Company's CSR initiative of providing
tertiary healthcare services through Multi Specialty Hospital at Sitapur, Gujarat.
h. Awards in the category of healthcare initiatives for road safety by first aid trauma
care training for drivers and road safety initiatives by Automobile Companies –
Automated Driving Test-tracks at 6th Edition of FICCI Road Safety Awards in Conclave 2024.
i. Gold Award of Excellence for skill development and livelihood initiatives at 4th
Social Impact Conference & Awards by The CSR Universe.
j. Outstanding contribution to Social Welfare Award by PHDCCI Awards 2024.
k. ‘Exceptional Employee Experience' award in the large scale enterprise category
by ET HR World EX Awards.
l. Gold in Automobile industry category and ‘Excellence in creating a culture of
continuous learning and upskilling' by Economic Times Human Capital Awards 2025.
m. Jimny bagged ‘2023- SUV of the Year at CarBlogIndia Awards and ‘4X4 of the
Year' at CarBike 360 Awards 2024.
n. FRONX won ‘2023 Viewer's Choice Car of the Year' at CarBlogIndia Awards.
o. Grand Vitara won ‘CNG car of the year 2024' at CarBike 360 Awards 2024.
p. Epic New Swift was conferred the autoX ‘Best of 2024' award at autoX Awards.
q. Swift won ‘2025 Subcompact Car' title and Dzire won ‘2025 Subcompact
Sedan' title at Acko Drive TOTM Awards, 2025.
Other disclosures and affirmations
Pursuant to the applicable provisions of the Act and the rules made thereunder, no
disclosure or reporting is required in respect of the following matters during the year
under review:
a) Reporting of frauds by auditors under sub-section (12) of Section 143 of the Act.
b) Material changes and commitments affecting the financial position of the Company
which have occurred between the end of the financial year to which the financial
statements relate and the date of the report;
c) Change in the nature of business of the Company.
d) Significant and material orders passed by the regulators or courts or tribunals
impacting the going concern status and Company's operations in future.
e) Application made or proceeding is pending under the Insolvency and Bankruptcy Code,
2016.
f) Execution of one time settlement with Banks and Financial Institutions.
Acknowledgment
The Board would like to express its sincere thanks for the cooperation and advice
received from the Government of India, the State Governments of Haryana and Gujarat. Your
Directors also take this opportunity to place on record their gratitude for timely and
valuable assistance and support received from Suzuki Motor Corporation, Japan. The Board
also places on record its appreciation for the enthusiastic co-operation, hard work and
dedication of all the employees of the Company including the Japanese staff, dealers,
vendors, customers, business associates, auto finance companies, state government
authorities and all concerned without which it would not have been possible to achieve all
round progress and growth of the Company. The Directors are thankful to the Members for
their continued patronage.
For and on behalf of the Board of Directors
Hisashi Takeuchi |
Kenichiro Toyofuku |
| Managing Director & CEO |
Director (Sustainability) |
| DIN: 07806180 |
DIN: 08619076 |
| New Delhi |
|
| 31st July 2025 |
|
|