Share Wealth

Year End :2025-03

Your Directors present their Report together with the Audited Financial Statements of your Company for the year ended 31^st March, 2025.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

(Rs. in crores)
	Standalone		Consolidated
Particulars	2025	2024	2025	2024
Revenue from Operations...........	1,16,483.68	99,097.68	1,58,749.75	1,38,279.30
Income from investment related to subsidiaries, associates and joint ventures...	2,140.85	2,238.09	461.07	798.97
Income from operations...............	1,18,624.53	1,01,335.77	1,59,210.82	1,39,078.27
Other income.......................................	1,711.87	1,956.08	2,181.05	2,176.42
Total income.........................................	1,20,336.40	1,03,291.85	1,61,391.87	1,41,254.69
Profit before Depreciation, Finance Costs, share of profit of associates and joint venture and taxation..........................................	20,127.37	17,086.27	32,699.24	27,068.35
Less: Depreciation, Amortisation and Impairment Expenses...........	4,226.78	3,488.01	6,073.65	4,723.78
Profit before Finance Costs, Share of profit of associates and joint venture and Taxation	15,900.59	13,598.26	26,625.59	22,344.57
Less: Finance Costs........................	250.47	140.48	9,083.39	7,488.21
Profit before Share of profit of associates and joint venture and Taxation.........................................	15,650.12	13,457.78	17,542.20	14,856.36
Add: Share of profit of associates and joint venture .....	-		1,537.42	1,121.43
Profit before Taxation....................	15,650.12	13,457.78	19,079.62	15,977.79
Less: Tax Expense.............................	3,795.16	2,815.49	5,006.45	3,707.97
Profit for the year............................	11,854.96	10,642.29	14,073.17	12,269.82
Profit/(Loss) for the year attributable to :
- Owners of the Company.........	11,854.96	10,642.29	12,929.10	11,268.64
- Non-Controlling Interest............	-		1,144.07	1,001.18
Balance of profit for earlier years...........................................................	46,400.46	37,644.47	57,717.86	48,187.61
Profits available for appropriation........................................	58,255.42	48,286.76	70,646.96	59,456.25
Less: Dividend Paid on Equity Shares........................................................	(2,623.85)	(2,020.94)	(2,352.78)	(1,810.14)
Add/(Less): Other adjustment to retained earnings $....................	(62.20)	134.64	(286.29)	71.75
Balance carried forward...............	55,569.37	46,400.46	68,007.89	57,717.86
$ For details refer to 'Statement of Changes in Equity' in the Standalone Financial Statements and 'Consolidated Statement of Changes in Equity' in the Consolidated Financial Statements respectively forming part of the Annual Report.

FY25 has been an eventful year that witnessed nearly half of global population being part of electoral activity amidst adverse geopolitical scenarios and global financial markets subject to increased volatility driven by regional instability, geopolitical risks and policy uncertainty.

Nonetheless, global economic growth has remained moderate with 2024 growth projected at 3.2% by the International Monetary Fund ("IMF"). Easing of inflationary pressures and service sector growth have been key contributors towards a steady performance. Growth has been varied across different economies with US witnessing solid domestic demand growth while major economies in Europe (France, Germany, etc.) facing contraction. Ongoing geopolitical conflicts and trade policy risks are likely to pose challenges to economic stability and growth.

Compared to the global context, India's economic growth has remained robust with first advance estimates of national accounts projecting 6.4% real GDP growth in FY25. Strong agricultural output and a resilient services sector have been key contributors to India's growth. PFCE (Private Final Consumption Expenditure) is expected to grow at 8.3% in FY25 and thereby account for 61.8% of FY25 GDP, its highest share since FY03. This has been driven by rural demand supported by a good Kharif harvest and favourable agricultural conditions. Nearly 80% of rural households reported an increase in their consumption expenditure. Robust sales of 2-wheelers and 3-wheelers, along with tractors, are further indicators of a rise in rural consumption. Urban demand, which slowed down in the 1^st half of FY25, started showing signs of recovery with 5% growth in Q3FY25, nearly double the 2.6% of the previous quarter.

Retail inflation moderated from 5.4% in FY24 to 3.35% at end of FY25. Food inflation also narrowed down significantly in 2^nd half of the year from ~10% in October 2024 to 2.69% in March 2025 - lowest since November 2021. With inflation now at its lowest since 2018-19, India has been able to reinforce macroeconomic stability and create an enabling environment for sustainable growth. With demand stimulus in the Budget and RBI monetary policy measures to increase liquidity in the economy, the India consumption story is expected to remain strong.

The Profit for the year before Depreciation, Finance Costs, Exceptional items and Taxation recorded an increase of 17.80% at Rs. 20,127.37 crores as against Rs. 17,086.27 crores in the previous year. Profit after tax increased by 11.39% at Rs. 11,854.96 crores as against Rs. 10,642.29 crores in the previous year.

Your Company continues with its rigorous cost restructuring exercises and efficiency improvements which have resulted in significant savings through continued focus on cost controls, process efficiencies and product innovations that exceed customer expectations in all areas thereby enabling the Company to maintain profitable growth in the current economic scenario.

Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at Rs. 98.80 for the Financial Year ended 31^st March, 2025 as against Rs. 89.42 for the Financial Year ended 31^st March, 2024 and Diluted EPS stood at Rs. 98.45 as against Rs. 89.08 in the previous year.

Details of Material Changes from the end of the Financial Year till the date of this Report

No material changes and commitments have occurred after the closure of FY25 till the date of this Report, which would affect the financial position of your Company.

Performance Review Automotive Sector*

Your Company's Automotive Sector posted total sales of 9,41,115 vehicles (8,54,273 four-wheelers and 86,842 three-wheelers) as against a total of 8,24,939 vehicles (7,46,833 four-wheelers and 78,106 three-wheelers) in the previous year, registering a growth of 14.1%.

In the domestic market, your Company sold a total of 9,06,406 vehicles as compared to 8,00,276 vehicles in the previous year, resulting in a growth of 13.3%.

In the Passenger Vehicle (PV) segment, your Company sold 5,51,487 vehicles [including 5,51,487 Utility Vehicles (UVs)] as compared to the previous year's volume of 4,59,877 vehicles [including 4,59,864 Utility Vehicles (UVs) and 13 Vans] registering a growth of 19.9%.

In the Commercial Vehicle (CV) segment, your Company sold 2,69,087 vehicles [including 38,995 vehicles <2T GVW, 1,89,914 vehicles between 2-3.5T GVW, 29,085 Light Commercial Vehicles (LCVs) in the 3.5T-7.5T segment, 1,340 vehicles in the 7.5T-16T GVW segment, 5,457 Heavy Commercial Vehicles (HCVs) and 4,296 LCV Passenger]

registering a growth of 2.4% over the previous year's volumes of 2,62,810 vehicles [including 44,093 vehicles <2T GVW, 1,91,603 vehicles between 2-3.5T GVW, 15,809 Light Commercial Vehicles (LCVs) in the 3.5T-7.5T segment, 1,818 vehicles in the 7.5T-16T GVW segment, 6,146 Heavy Commercial Vehicles (HCVs) and 3,341 LCV Passenger].

In the three-wheeler segment, your Company sold 85,832 three-wheelers in the domestic market, registering a growth of 10.6% over the previous year's volume of 77,589 three-wheelers.

For the year under review, the Indian automotive industry (except 2W) grew by 2.0%, with the PV industry growth of 2.0% and CV industry de-growth of 1.2%.

The UV segment showed growth of 11.0%. Within the CV industry, the LCV goods <7.5T segment de-grew by 2.8% while the Medium and Heavy Commercial Vehicles (MHCV) Goods Segment de-grew by 4.0%.

Your Company's UV volumes stood at 5,51,487 units, a growth of 19.9%. The UV market share for your Company stood at 19.7%. Thar Roxx, Scorpio, XUV300, XUV700, Thar and Bolero continued to be strong brands for your Company in the UV segment.

In LCV Goods segment, your Company retained its No. 1 position with 48.9% Market Share. Your Company sold a total of 2,57,994 vehicles in the LCV Goods segment, which is a growth of 2.6% over the previous year.

In the MHCV Goods Segment, your Company sold 6,797 trucks as against 7,964 trucks in the previous year. Your Company's market share in the MHCV segment stands at 2.2%.

Your Company is the pioneer for Electric Vehicles (EVs) in India, and for the year under review, in the electric threewheeler segment, your Company sold 77,386 vehicles as against 66,190 vehicles in the previous year, with a growth of 16.9%. In the electric four-wheeler segment, your Company sold 14,183 vehicles as against 8,025 vehicles in the previous year, with a growth of 76.7%. In the commercial vehicle segment, your Company sold 1,292 vehicles.

During the year under review, your Company posted an export volume of 34,709 vehicles as against the previous year's exports of 24,663 vehicles representing a growth of 40.7%.

The sales of spare parts for the year stood at Rs. 5,280.25

crores (including exports of Rs. 262.94 crores) as compared

to Rs. 4,288.40 crores (including exports of Rs. 310.3 crores)

in the previous year, registering a growth of 23.1%.

* The figures include sales made by subsidiaries of the Company viz. Mahindra Electric Automobile Limited and Mahindra Last Mile Mobility Limited.

Farm Equipment Sector

Your Company's Farm Equipment Sector recorded total sales of 4,24,641 tractors (domestic + export) as against 3,78,386 tractors sold in the previous year.

These figures for the current year sales and previous year sales include tractors sold under the Trakstar brand, which is the third brand of your Company under the subsidiary Gromax Agri Equipment Limited.

For the year under review, the tractor industry in India recorded sales of 9,39,713 tractors, a growth of 7.3%. Tractor Industry recorded growth in FY25 on account of favorable weather conditions, good reservoir levels, strong rabi outlook and positive terms of trade for farmers. Harvest season has commenced in the northern regions and is expected to progress smoothly across the country.

In the domestic market, your Company sold 4,07,094 tractors, as compared to 3,64,526 tractors in the previous year (these figures include tractors sold by Gromax Agri Equipment Limited), recording a growth of 11.7%. It is the highest ever volume sold by your Company. With a market share at 43.3%, a gain of 1.7% over previous year, your Company remains the Market Leader for the 42^nd consecutive year.

Your Company continues to focus on growing the farm mechanisation space, by offering affordable mechanisation solutions. The portfolio comprises of Rotavators, Cultivators, Harvesters, Rice Transplanters, Balers and Sprayers.

For the year under review, your Company exported 17,547 tractors which is a growth of 26.6% over the previous year. Overall exports are under pressure due to global slow down.

Net Sales of Spare parts for the FY25 stood at Rs. 1,328.6 crores (including exports of Rs. 171.8 crores) as compared to Rs. 1,121.2 crores (including exports of Rs. 105 crores) in the previous FY24, registering a growth of 18.5%.

Please refer to the paragraph on Operating Results in the Management Discussion & Analysis section for detailed analysis.

Other Businesses

Powerol

Mahindra Powerol has been a significant player in the power back-up industry for over 20 years.

One of the Top 2 players (by volume) in the overall Power Generation market, Mahindra Powerol's network is spread

over 800 service and sales touchpoints nationwide and over 12 overseas locations.

The Company's distinct business model strategically balances its service and product contributions, each equally vital to its revenue generation.

In addition to Telecom, Powerol has also been focusing on increasing its retail market share by Higher kVA range extensions.

With a focus on green energy, Powerol has also initiated an EV charger business for home charger installations. Mahindra Powerol has already installed over 10,000 chargers nationwide. Your Company is also into Energy Storage Solutions through Li-ion batteries.

Construction Equipment

Your Company, under the Mahindra EarthMaster brand, sold 981 Backhoe Loaders (BHLs), and sold 256 Motor Graders, under the RoadMaster brand.

Notably, your Company retained its position as the market leader (~23% Market Share) in the Motor Grader segment, a testament to its robust product offerings and strong customer trust.

Moreover, your Company achieved an exceptional milestone in the export markets by recording a significant growth of 124% year-on-year. A total of 228 units of construction equipment were exported, reflecting the growing acceptance of Mahindra products in international markets and the success of strategic efforts to expand the global footprint.

Two-Wheeler Business

In line with the strategy for the two-wheeler business, your Company through its subsidiary, Classic Legends Private Limited had re-introduced the iconic brands 'Jawa' and 'Yezdi' to the Indian market in the FY19 and FY22 respectively. During FY23, '42 Bobber' was introduced and during FY24, 'Jawa 350' was introduced to the Indian market. In addition, the Company forayed into new international markets through iconic British brand BSA in UK and European markets. During FY25, the Company also launched its third iconic brand into the Indian market 'BSA' by launching 'BSA Gold Star 650' and also added 'Jawa 42 FJ' as one more product into Jawa portfolio.

Current Year's review

During the period 1^st April, 2025 to 4^th May, 2025, 85,821 vehicles were produced as against 71,060 vehicles and 81,660 vehicles were dispatched as against 68,359 vehicles during the corresponding period in the last year. During the same period 44,182 tractors were produced and 43,788 tractors

were dispatched as against 37,744 tractors produced and 35,988 tractors dispatched during the corresponding period in the previous year.

India has fair integration with global economy wherein exports / imports each contributing 20-25% of GDP. India's global approach till now has been guided by strategic autonomy and economic pragmatism. With global economy showing increasing fragmentation and protectionist measures, global supply chain landscape is expected to witness some shifts. Merchandise exports are likely to face headwinds from global uncertainties and trade disruptions. Domestic market (especially certain sectors) is also likely to face some risk of dumping from China and other ASEAN markets. Robust service exports and Government efforts on trade agreements are expected to ease some of the impact. In April 2025, IMF revised its FY26 growth forecast for India down to 6.2%, amid tariff uncertainty. However, it maintained a relatively more stable outlook owing to confidence in private consumption, especially in rural markets.

Union Budget FY26 maintained its balanced approach to navigate complex global economic environment. Extension of tax exemption in the Union Budget is likely to have positive impact on discretionary spend over short term. Budget schemes centred around four identified engines of growth i.e. Agriculture, MSMEs, Investments and Exports, are expected to further build positive momentum.

With stimulus provided by the Union Budget and RBI monetary policy measures to increase liquidity in the economy, the India consumption story is expected to remain strong to deliver on its growth target for FY26.

Finance

The global economy grew by 3.3% during CY24 vs earlier forecast of 3.2%. The IMF's January 2025 outlook projected steady global growth at 3.3% for each of CY25 and CY26, but April 2025 revisions lowered forecasts to 2.8% and 3.0% respectively due to trade tensions and policy uncertainty. Global inflation fell to 5.7% in CY24 from 6.6% in CY23. This is expected to decline to 4.3% for CY25 and 3.6% for CY26. However, policy-generated disruptions to the ongoing disinflation process could interrupt the pivot to easing monetary policy.

The U.S. Federal Reserve (Fed) implemented a 100-bps rate cut in CY24. The Dollar Index (DXY) strengthened post U.S. presidential election which boosted investor confidence in policies favouring deregulation and tax cuts. However, post January 2025, the DXY decline began with concerns over the potential economic impact of new tariffs and trade

policies, raising recession fears and dampening investor sentiment globally.

Despite recent moderation, India's economic growth has remained robust, with estimated real GDP growth of 6.5% in FY25 by Reserve Bank of India (RBI). Inflation has broadly declined within the tolerance band (currently at 3.6%). The financial sector has remained resilient, with non-performing loans at multi-year lows. Fiscal consolidation has continued, and the current account deficit has remained well contained, supported by strong growth in service exports.

In CY25 so far, RBI's Monetary Policy Committee has reduced the benchmark repo rate by 50 bps to 6.0% from 6.5%, delivering the first rate cuts in last five years. The RBI changed the monetary policy stance from "withdrawal of accommodation" to "neutral" to "accommodative" mostly owing to Trump tariff implications and hinting at further rate cuts during FY26. RBI further reduced the Cash Reserve Rate (CRR) by 50 bps to address tightening of liquidity conditions leading to banking system liquidity turning positive at end of March 2025. RBI has indicated further liquidity easing operations such as OMO purchases, USD/INR Sell/ Buy swaps, rolling over USD forwards among others in a bid to keep liquidity abundant to ensure quick transmission of lower borrowing costs.

Indian Rupee remained largely range-bound till November 2024. India's foreign exchange reserves, which surged to nearly $700 billion by September 2024, played a crucial role in safeguarding the currency against external pressures. However, following the U.S. elections, heightened volatility and equity outflows from India contributed to a sharp decline in the Rupee, touching an all-time low of 87.57 against the U.S. Dollar in January 2025. In March 2025, the Rupee experienced a strong recovery, aided by a weaker dollar driven by concerns over a potential U.S. economic slowdown due to the ongoing trade war.

RBI adjusted its FY26 GDP growth forecast to 6.5% while inflation is expected to align with the 4.0% target by FY26. Finance Bill 2025 also focused on unlocking the potential by increasing personal tax exemption limits thereby propelling consumption and simultaneously focusing on gearing up investment. Furthermore, it emphasized measures to support farmers and SMEs, and promoting the Make in India initiative.

Banks consistently regard your Company as a highly valued and esteemed client, offering facilities and services at their preferential prime rates. Your Company adheres to a prudent financial strategy, ensuring that financial gearing remains within optimal levels at all times. The Company's Gross Debt to Equity Ratio is 0.02 as of 31^st March, 2025.

 

Additionally, your Company remained committed to efficient cash management, ensuring sufficient liquidity and access to backup lines of credit. During the year, your Company repaid short term trade finance of Rs. 350 crores and long-term borrowings of Rs. 100 crores whilst maintaining a high liquidity level of Rs. 23,905 crores as of 31^st March, 2025.

Further, your Company has been rated by CRISIL Ratings Limited ("CRISIL"), ICRA Limited ("ICRA"), India Ratings and Research Private Limited ("India Ratings") and CARE Ratings Limited ("CARE") for its Banking facilities. All have re-affirmed the highest credit rating for your Company's Short-Term facilities. For Long Term facilities and Non-Convertible Debentures, CRISIL, ICRA, CARE and India Ratings have re-affirmed their credit ratings of CRISIL AAA/Stable, [ICRA]AAA (stable), CARE AAA; Stable, and IND AAA/Stable for the respective facilities rated by them. With the above rating affirmations, your Company continues to enjoy the highest level of rating from all Major Rating Agencies at the same time.

The AAA ratings indicate highest degree of safety regarding timely servicing of financial obligations and is also a vote of confidence reposed in your Company's Management by the rating agencies. It is an acknowledgement of the strong credit profile of your Company over the years, resilience in earnings despite cyclical upturns/downturns, robust financial flexibility arising from the significant market value of its holdings and prudent management.

Your Company is a "Large Corporate" as per the criteria under Securities and Exchange Board of India ("SEBI") Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2024/54 dated 22^nd May, 2024, as amended from time to time. The Company has complied with the provisions of the said Circular and has made requisite disclosures in this regard.

Investor Relations (IR)

Your Company remains committed to fostering trust and transparency with investors and analysts, adhering to global best practices in Investor Relations. In FY25, your Company actively engaged with over 1,000 domestic and global investors and analysts through conferences, individual and group interactions, both in-person and virtual settings (excluding quarterly earnings calls, analyst meets and specific event related meets). All events hosted in FY25 including quarterly earnings calls, analyst meets, product launch events, etc. were well attended by investors and analysts.

Senior management, including the Group CEO and Managing Director, Executive Director and CEO (Auto and Farm Sector), Group CFO and Head - Group Corporate Finance, IR &

Dividend Distribution Policy

The Dividend Distribution Policy containing the requirements mentioned in Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") is attached as Annexure I and forms part of this Annual Report.

The Dividend Distribution Policy of the Company is also uploaded on the Company's website at the Web-link: https://www.mahindra.com/sites/default/files/resources/ investor-reports/FY17/Governance/MM-Dividend-Distribution-Policy-29-9-2016-Final.pdf

B. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company, its subsidiaries, associates and joint ventures prepared in accordance with the Companies Act, 2013 and applicable Indian Accounting Standards along with all relevant documents and the Auditors' Report forms part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiary companies, associates and joint ventures.

The Consolidated Income from operations is Rs. 1,59,211 crores in the current year as compared to Rs. 1,39,078 crores in the previous year, registering an increase of 14.5%.

The Consolidated Profit before share of profit of associates and joint ventures and tax for the current year is Rs. 17,542 crores as compared to Rs. 14,856 crores in the previous year, registering an increase of 18.1%. The consolidated profit after tax after non-controlling interest for the year is Rs. 12,929 crores as compared to Rs. 11,269 crores in the previous year, registering an increase of 14.7%.

The Financial Statements as stated above are also available on the website of the Company and can be accessed at the Web-link: https://www.mahindra.com/resources/FY25/ AnnualReport.zip.

Subsidiary, Joint Venture and Associate Companies

The Mahindra Group entities continue to play a pivotal role in driving the overall revenue growth and performance of your Company.

Tech Mahindra Limited, Flagship Company in the IT Sector, reported a consolidated operating revenue of Rs. 52,988 crores in the current year as compared to Rs. 51,996 crores in the previous year, registering an

increase of 1.9% (not consolidated in M&M revenue). Its consolidated profit after tax after non-controlling interests is Rs. 4,252 crores as compared to Rs. 2,358 crores in the previous year, registering an increase of 80.3%.

The Group's finance company, Mahindra & Mahindra Financial Services Limited, a listed subsidiary of the Company (Mahindra Finance), reported a consolidated operating revenue of Rs. 18,463 crores during the current year as compared to Rs. 15,797 crores in the previous year, registering an increase of 16.9%. The consolidated profit after tax after non-controlling interests for the year is Rs. 2,262 crores as compared to Rs. 1,933 crores in the previous year, registering an increase of 17.0%. The customer base of Mahindra Finance has crossed 11.0 million customers and currently has a network of over 1,365 offices. Mahindra Finance reported closing business AUM of Rs. 1,19,673 crores as of 31^st March, 2025, a growth of 16.6%.

Mahindra Lifespace Developers Limited, a listed subsidiary in the business of real estate, reported a consolidated operating revenue of Rs. 372 crores as compared to Rs. 212 crores in the previous year, registering an increase of 75.5%. The consolidated profit after tax after non-controlling interest for the year is Rs. 61 crores as compared to Rs. 98 crores in the previous year, registering a decrease of 37.8%. Residential pre-sales of Rs. 2,804 crores in FY25, reported a growth of 20.4%.

Mahindra Holidays & Resorts India Limited, a listed subsidiary in the business of vacation timeshare, registered a consolidated operating revenue of Rs. 2,781 crores as compared to Rs. 2,705 crores in the previous year, registering an increase of 2.8%. The consolidated profit after tax after non-controlling interests for the year is Rs. 128 crores as compared to Rs. 116 crores in the previous year, registering an increase of 10.3%.

Mahindra Logistics Limited, a listed subsidiary in the logistics business, reported a consolidated operating revenue of Rs. 6,105 crores as compared to Rs. 5,506 crores in the previous year registering an increase of 10.9%. The consolidated loss after tax after non-controlling interests for the year is Rs. 36 crores as compared to Rs. 55 crores in the previous year, registering a decrease of loss of 34.5%.

Swaraj Engines Limited, a listed subsidiary in the business of manufacturing of Diesel Engines and its components, reported operating revenue of Rs. 1,682 crores as compared to Rs. 1,419 crores in the previous year registering an

increase of 18.5%. The profit after tax for the year is Rs. 166 crores as compared to Rs. 138 crores in the previous year, registering an increase of 20.3%.

During the year under review, Neon Hybren Private Limited, Orion Hybren Private Limited, Pulse Hybren Private Limited, Quest Hybren Private Limited, Mahindra South East Asia Limited, Steer Hybren Private Limited, Target Hybren Private Limited, Velos Hybren Private Limited, Rhyme Hybren Private Limited and Ultrogen Hybren Private Limited have become Subsidiaries of your Company.

During the year under review, Mahindra North American Technical Centre, Inc., Mahindra Heavy Engines Limited, Mahindra Two Wheelers Limited, Trringo.com Limited, Holiday Club Resorts Rus LLC and Fifth Gear Ventures Limited have ceased to be Subsidiaries of your Company.

During the year under review, Mahindra - BT Investment Company (Mauritius) Limited became a direct subsidiary of your Company and NBS International Limited became a wholly owned subsidiary of your Company.

Subsequent to the year end, Mahindra Advanced Technologies Limited has become a wholly owned subsidiary of your Company.

A Report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the Consolidated Financial Statements and their contribution to the overall performance of the Company, is provided in Form AOC-1 and forms part of this Annual Report.

The Policy for determining material subsidiaries as approved by the Board is uploaded on the Company's website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investor-relations/policies-and-documents.

C. JOINT VENTURES, ACQUISITIONS AND OTHER MATTERS

Acquisition of SML Isuzu Limited ("SML")

Subsequent to the year end, your Company entered into a Share Purchase Agreement with Sumitomo Corporation, promoter of SML, and a Share Purchase Agreement with Isuzu Motors Limited, a public shareholder of SML. Pursuant to the above agreements, your Company agreed to acquire equity shares constituting 43.96% and 15.00% of the equity share capital of SML respectively, for an aggregate consideration of Rs. 555 crores for the combined 58.96% stake. Further, in accordance with the SEBI (Substantial

Acquisition of Shares and Takeovers) Regulations, 2011 ("Takeover Regulations"), as amended, your Company shall make an open offer for acquisition of up to 26.0% of the equity share capital of SML, for cash consideration, from the eligible public shareholders of SML.

The transaction, including the open offer, is subject to the approval of the Competition Commission of India and is expected to complete during 2025 in accordance with Takeover Regulations. This transaction will help your Company strengthen its strategic position in the Trucks and Buses segment.

Rights Issue of Mahindra & Mahindra Financial Services Limited

During the year under review, the Board of Directors of Mahindra & Mahindra Financial Services Limited ("MMFSL"), a listed subsidiary of your Company, at its Meeting held on 13^th February, 2025 has approved fund raising by way of offer and issuance of fully paid-up equity shares of MMFSL of face value of Rs. 2/- each (the "Equity Shares") for an amount not exceeding Rs. 3,000 crores by way of a rights issue ("Rights Issue") to the eligible equity shareholders of MMFSL as on the record date, in accordance with applicable laws. This fund raise is primarily to maintain a strong capital adequacy ratio keeping in mind MMFSL's growth plans to augment its Assets Under Management.

In furtherance to the above, the Board of Directors of your Company at its Meeting held on 20^th February, 2025, has accorded its approval, subject to compliance of applicable laws, to subscribe to the Equity Shares of MMFSL to the full extent of the Company's Rights Entitlement; and to subscribe to Additional Shares as well as to any Unsubscribed portion of the Rights Issue upto the total issue size.

Rights Issue of Mahindra Lifespace Developers Limited

During the year under review, the Board of Directors of Mahindra Lifespace Developers Limited ("MLDL"), a listed subsidiary of your Company, at its Meeting held on 13^th February, 2025 has approved fund raising by way of offer and issuance of fully paid-up equity shares of MLDL of face value of Rs. 10/- each (the "Equity Shares") for an amount not exceeding Rs. 1,500 crores by way of a rights issue ("Rights Issue") to the eligible equity shareholders of MLDL as on the record date, in accordance with applicable laws. The proceeds will be utilized to pare down MLDL's existing debt and support its future growth plans.

In furtherance to the above, the Board of Directors of your Company at its Meeting held on 20^th February, 2025, has accorded its approval, subject to compliance of applicable laws, to subscribe to the Equity Shares of MLDL to the full extent of the Company's Rights Entitlement; and to subscribe to Additional Shares as well as to any Unsubscribed portion of the Rights Issue upto the total issue size.

Mahindra Electric Automobile Limited

During the year under review, your Company approved an investment of Rs. 12,000 crores in Mahindra Electric Automobile Limited ("MEAL") to accelerate the growth of 4 (four) Wheel Passenger Electric Vehicles (EVs) Business and fund the EV journey over the next 3 years. The funds will be infused from internal accruals and will be utilized by MEAL primarily to create and market a world-class Electric SUV portfolio with advanced technologies and leverage the Company's focus and expertise in ESG and Climate Change.

Further, during the year the Company and British International Investment Plc. ("BII") jointly assessed the funding requirement for MEAL and mutually agreed that the final tranche of BII's investment would be Rs. 650 crores as against earlier planned investment of Rs. 725 crores. Consequently, the total investment by BII in MEAL would be Rs. 1,850 crores resulting in BII's shareholding to be in the range of 2.64% to 4.58% of the Share Capital of MEAL, on a fully diluted basis. This reduction in investment by BII will have no bearing on MEAL's overall business plan. MEAL has received entire funding by BII and Jongsong Investments Pte Ltd ("Temasek") as on 31^st March, 2025.

Classic Legends Private Limited

During the year, your Company's subsidiary Classic Legends Private Limited ("CLPL") entered into a Joint Venture with Tube Investments of India Limited ("TIIL"). CLPL and TIIL have a 50:50 shareholding in this Joint Venture (viz. TICL Brands (India) Private Limited) which is using the "BSA" trademarks in India for motorcycles, its parts and accessories to be manufactured and sold by CLPL.

Mahindra Racing UK Limited

Subsequent to the year end, Mahindra Overseas Investment Company (Mauritius) Limited, a wholly owned subsidiary of the Company ("MOICML") executed a Share Purchase Agreement ("SPA") between MOICML, Tech Mahindra London Limited ("TMLL"), a wholly owned subsidiary of Tech Mahindra Limited which is a listed Associate of the Company ("TechM")

and Mahindra Racing UK Limited, a wholly owned subsidiary of MOICML and of the Company ("MRUK"), whereby MOICML has agreed to sell its entire stake in MRUK to TMLL.

MRUK is based out of Banbury, UK and participates in Formula Electric World Championships which are held across the globe annually.

Consequent to completion of the aforesaid transaction, MRUK would cease to be a wholly owned subsidiary of MOICML and of the Company. The purpose of transferring the ownership of MRUK from MOICML to TMLL is to re-align with the core priorities of Group Companies.

Merger of Fifth Gear Ventures Limited ("FGVL") into Mahindra First Choice Wheels Limited ("MFCWL")

The National Company Law Tribunal has sanctioned the Composite Scheme of Amalgamation and Arrangement amongst MFCWL with FGVL and their respective Shareholders ("Scheme") vide its order dated 11^th February, 2025. The Appointed Date of the Scheme is 1^st April, 2024 and the Scheme is effective from 15^th March, 2025. Pursuant to the Scheme becoming effective, FGVL ceased to be the subsidiary of MFCWL and of the Company.

Merger of Mahindra Heavy Engines Limited, Mahindra Two Wheelers Limited and Trringo.Com Limited with the Company

The Board of Directors of your Company at its meeting held on 4^th August, 2023 had approved, subject to requisite approvals/ consents, the Scheme of Merger by Absorption of Mahindra Heavy Engines Limited ("MHEL") and Mahindra Two Wheelers Limited ("MTWL") and Trringo.com Limited ("TCL"), wholly owned subsidiaries of the Company, with the Company and their respective shareholders under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with the Appointed Date of the Scheme as 1^st April, 2023 or such other date as may be directed or approved by the National Company Law Tribunal, Mumbai Bench ("NCLT") or any other appropriate authority. The NCLT pronounced an order on 7^th May, 2024 to allow the Scheme. Subsequently, the Company also received relevant approvals from Directorate of Industries and Maharashtra Industrial Development Corporation. The Scheme was made effective from 6^th June, 2024 i.e. the date on which the Certified Copy of the Order of the NCLT sanctioning the Scheme was filed with the Registrar of Companies, Maharashtra at Mumbai. Accordingly, the Merger

by Absorption stands completed and MHEL, MTWL and TCL ceased to be the subsidiaries of the Company from 6^th June, 2024 upon the Scheme becoming effective.

Divestment of Stake in New Delhi Centre for Sight Limited ("NDCFS")

During the year, Mahindra Holdings Limited ("MHL"), a wholly owned subsidiary of the Company, has sold its entire stake i.e. 30.83% of paid-up capital of NDCFS on a fully diluted basis, to Space Investments Limited, Defati Investments Holdings BV and Infinity Partners. Following the completion of the aforementioned sale, the shareholding of MHL in NDCFS has become 'Nil' and NDCFS has ceased to be an Associate Company of MHL under the Companies Act, 2013, and a Joint Venture of MHL and that of the Company under IND AS.

Gamaya SA, Switzerland

During the year, Gamaya SA, Switzerland reorganized its capital structure and issued shares to a new investor as part of a business combination and against convertible loans received from its other investors. Even though your Company was not a party to the transaction, issuance of shares resulted in reduction of your Company's shareholding in Gamaya from 15.04% to 4.33% on a fully diluted basis.

D. INTERNAL FINANCIAL CONTROLS

The Corporate Governance Policies guide the conduct of affairs of your Company and clearly delineate the roles, responsibilities and authorities at each level of its Governance Structure and Key Functionaries involved in Governance. The Code of Conduct for Senior Management and Employees of your Company (the Code of Conduct) commits Management to financial and accounting policies, systems and processes. The Corporate Governance Policies and the Code of Conduct stand widely communicated across your Company at all times.

Your Company's Financial Statements are prepared on the basis of the Significant Accounting Policies that are carefully selected by Management and approved by the Audit Committee and the Board. These Accounting policies are reviewed and updated from time to time.

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books of Account. The transactional controls built into the SAP ERP Systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The Policies related to the Information Management reinforce

the control environment. The systems, Standard Operating Procedures and controls are reviewed by Management. These systems and controls are subjected to Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation.

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. Your Company's Internal Financial Controls were deployed through Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), that addresses material risks in your Company's operations and financial reporting objectives.

Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by the Management, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed.

Your Company recognizes that the Internal Financial Controls cannot provide absolute assurance of achieving financial, operational and compliance reporting objectives because of its inherent limitations. Also, projections of any evaluation of the Internal Financial Controls to future periods are subject to the risk that the Internal Financial Controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

E.    MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

F.    RELATED PARTY TRANSACTIONS

The Company has in place a robust process for approval of Related Party Transactions and on Dealing with Related Parties.

As per the process, necessary details for each of the Related Party Transactions as applicable along with

the justification are provided to the Audit Committee in terms of the Company's Policy on Materiality and Dealing with Related Party Transactions and as required under SEBI Master Circular for compliance with the provisions of the Listing Regulations by listed entities dated 11^th November, 2024. The Material Related Party Transactions approved by the Members of the Company are also reviewed / monitored on quarterly basis by the Audit Committee of the Company as per Regulation 23 of the Listing Regulations and Section 177 of the Companies Act, 2013.

All Related Party Transactions entered during the year were in the ordinary course of business and on arm's length basis.

During the year under review, your Company has entered into Material Related Party Transactions as previously approved by the Members under Regulation 23 of the Listing Regulations. The Company also proposes to modify the limits of certain existing Material Related Party Transactions and also intends to enter into new Material Related Party Transactions for which the approval of Members is being sought.

The Company has not entered into Material Related Party Transactions as per the provisions of the Companies Act, 2013 and a confirmation to this effect as required under section 134(3)(h) of the Companies Act, 2013 is given in Form AOC-2 as Annexure II, which forms part of this Annual Report.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investor-relations/policies-and-documents.

G. AUDITORS

Statutory Auditors and Auditors' Report

Messrs B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022), holding valid certificate issued by the Peer Review Board of the ICAI, were re-appointed as the Statutory Auditors of the Company to hold office for a second term of 5 years from the conclusion of the 76^th Annual General Meeting (AGM) held on 5^th August, 2022 until the conclusion of the 81^st AGM of the Company to be held in the year 2027.

The Auditors' Report for FY25 is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

Secretarial Auditor

Pursuant to Regulation 24A of the Listing Regulations read with provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, it is mandated that every listed entity and its material unlisted subsidiaries undertake a Secretarial Audit.

Further, listed entities are required to submit an Annual Secretarial Compliance Report, which shall be signed by the appointed Secretarial Auditor or a Peer Reviewed Company Secretary satisfying the conditions as prescribed by SEBI.

In alignment with the aforementioned regulatory framework including the amendments made by SEBI and the provisions of the Companies Act, 2013 regarding Secretarial Audit and appointment of Secretarial Auditor, the Board of Directors of your Company based on the recommendations of the Audit Committee at its Meeting held on 5^th May, 2025, approved and recommended to the Shareholders for their approval, appointment of M/s. Parikh and Associates, a peer reviewed firm of Company Secretaries in whole time practice, as the Secretarial Auditors of the Company for a term of 5 consecutive years starting from 1^st April, 2025 to 31^st March, 2030.

The Board acknowledges the significance of robust compliance mechanisms and corporate governance practices within the Company. M/s. Parikh and Associates, Company Secretaries brings extensive experience in the field and is expected to provide invaluable insights into the regulatory landscape, ensuring adherence to all relevant laws and guidelines as applicable pursuant to the Secretarial Audit guidelines.

Secretarial Audit Report

The Company has annexed to this Board's Report as Annexure III, a Secretarial Audit Report for the FY25 given by Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice Number: 6029).

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the FY25 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Sachin Bhagwat, Practicing Company Secretary has been submitted to the Stock Exchanges and is annexed at Annexure IV to this Board's Report.

Secretarial Audit of Material Unlisted Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company as on 31^st March, 2025 and as such the requirement under Regulation 24A of the Listing Regulations regarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicable to the Company for the FY25.

Cost Auditors

The Board had appointed Messrs D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611), as Cost Auditor for conducting the audit of cost records of the Company for the FY25.

The Board of Directors of your Company based on the recommendations of the Audit Committee at its Meeting held on 5^th May, 2025 appointed Messrs D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611), as the Cost Auditors of the Company for the FY26 under section 148 of the Companies Act, 2013. Messrs D. C. Dave & Co. have confirmed that their appointment is within the limits of section 141(3)(g) of the Companies Act, 2013 and have also certified that they are free from any disqualifications specified under section 141(3) and proviso to section 148(3) read with section 141(4) of the Companies Act, 2013.

The Audit Committee has also received a Certificate from the Cost Auditors certifying their independence and arm's length relationship with the Company.

As per the provisions of the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be placed before the Members in a General Meeting for their ratification. Accordingly, a Resolution seeking Members' ratification for the remuneration payable to Messrs D. C. Dave & Co., Cost Auditors is included in the Notice convening the Annual General Meeting.

Cost Records

As per Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, your Company is required to maintain cost records and accordingly, such accounts and records are maintained.

Reporting of Frauds by Auditors

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013.

H.    PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

Particulars of the loans given, investment made or guarantee given or security provided and the purpose for which the loan or guarantee or security is proposed to be utilised by the recipient of the loan or guarantee or security are provided in Note Nos. 8 and 41 to the Financial Statements.

I.    PUBLIC DEPOSITS AND LOANS / ADVANCES

Your Company had discontinued acceptance of Fixed Deposits with effect from 1^st April, 2014.

All the deposits from public and shareholders had already matured as on 31^st March, 2017. Out of these, 5 deposits aggregating Rs. 0.84 lakhs from the public and shareholders as on 31^st March, 2025 had matured and had not been paid at the end of the Financial Year as there is a restraining order from the Court / Tribunal / Statutory Authority. Since then, no deposits have been claimed.

There was no default in repayment of deposits or payment of interest thereon during the year under review. There are no deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013.

The particulars of loans / advances / investments, etc., required to be disclosed pursuant to Para A of Schedule V of the Listing Regulations are furnished separately in this Annual Report.

The transaction(s) of the Company with a company belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to Para A of Schedule V of the Listing Regulations are disclosed separately in the Financial Statements of the Company.

J.    EMPLOYEES

Key Managerial Personnel (KMP)

The following have been designated as the Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

(a) Dr. Anish Shah - Managing Director and CEO (designated as Group CEO and Managing Director with effect from 1^st April, 2025)

(b)    Mr. Rajesh Jejurikar - Executive Director and CEO (Auto and Farm Sector)

(c)    Mr. Manoj Bhat - Group Chief Financial Officer (upto close of 16^th May, 2024)

(d)    Mr. Amarjyoti Barua - Group Chief Financial Officer (with effect from 17^th May, 2024)

(e)    Mr. Narayan Shankar - Company Secretary (upto close of 1^st April, 2025)

(f)    Ms. Divya Mascarenhas - Interim Company Secretary (with effect from 2^nd April, 2025)

Employees' Stock Option and Employees' Welfare Schemes

During the year under review, based on the recommendation of the Governance, Nomination and Remuneration Committee (GNRC) of your Company, the Trustees of Mahindra & Mahindra Employees' Stock Option Trust have granted Stock Options to employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme 2010. No Stock Options have been granted to employees under the Mahindra & Mahindra Limited Employees Stock Option Scheme 2000 (2000 Scheme).

The Company has in force the following Schemes which get covered under the provisions of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB Regulations 2021):

1.    Mahindra & Mahindra Limited Employees Stock Option Scheme - 2000 (2000 Scheme) *

2.    Mahindra & Mahindra Limited Employees Stock Option Scheme - 2010 (2010 Scheme)

3.    M&M Employees Welfare Fund No. 1

4.    M&M Employees Welfare Fund No. 2

5.    M&M Employees Welfare Fund No. 3

* No outstanding options as on 31^st March, 2025 and as such the 2000 Scheme is no longer in force and has been wound up.

There are no changes made to the above Schemes during the year under review and these Schemes are in compliance with the SBEB Regulations 2021. Your Company's Secretarial Auditor, Mr. Sachin Bhagwat, has certified that the Company's above-mentioned Schemes have been implemented in accordance with the SBEB Regulations 2021, and the Resolutions passed by the Members for the 2000 Scheme and the 2010 Scheme.

Information as required under Regulation 14 read with Part F of Schedule I of the SBEB Regulations 2021 has been uploaded on the Company's website and can be accessed at the Web-link: https://www.mahindra.com/resources/FY25/ AnnualReport.zip.

Particulars of Employees and related disclosures

The Company had 491 employees who were in receipt of remuneration of not less than Rs. 1,02,00,000 during the year ended 31^st March, 2025 or not less than Rs. 8,50,000 per month during any part of the year.

Details of employee remuneration as required under provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 will be made available during 21 days before the Annual General Meeting in electronic mode to any Shareholder upon request sent at agm.inspection@mahindra.com. Such details are also available on your Company's website and can be accessed at the Web-link: https://www.mahindra.com/resources/FY25/ AnnualReport.zip.

Disclosures with respect to the remuneration of Directors, Key Managerial Personnel (KMPs) and employees 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 are given in Annexure V to this Report.

Industrial Relations

The year under review witnessed a very positive Industrial Relations Scenario across all manufacturing locations for the Automotive and Farm Equipment Sectors.

Your Company's focus continues towards propagating proactive and employee centric practices. Various initiatives that aim to create an engaged workforce with an innovative, productive and a competitive shop-floor ecosystem continues to grow in strength.

Some of the initiatives that are put in place includes, Development of Self-Managed Team, improving Gender diversity on the shopfloor, Employee of the year, Reward and    Recognition for associates, i4-idea generation

program, etc. Further, the programs on Code of Conduct, Prevention of Sexual Harassment (POSH), Anti-Bribery and Anti-Corruption (ABAC) and Human Rights are made mandatory to ensure appropriate behaviour and governance.

The Employee Relations function is dedicated towards building a positive and collaborative Work Culture to ensure smooth functioning of your business.

With the objective of capability building, developing future ready workforce and fostering togetherness at the workplace, your Company implements multiple training and engagement programs on an ongoing basis. These include various behavioural and functional programs such as Behavioural based safety, quality tools, TPM, Ownership mindset and programs on current and future skill such as Robotics, Mechatronics, Auto Electric Diagnostics, Electric Vehicle Technology, etc. Automotive Skills Development Council (ASDC) certification program for selected Trainees were also on offer. In its continuous endeavour to improve the employee experience, your Company has been implementing multiple digital initiatives towards automation of Employee life cycle management and also manages punching to billing for contract Labours through integrated Contract Labour Management System (CLMS).

The Mahindra Skill Excellence (MSE) initiative, a holistic approach to enhance the skill and capabilities of shop floor associates, is receiving good participation across manufacturing facilities. Total 2,758 associates across AFS participated for MSE competition during the year.

In an endeavour to improve quality, reduce cost, ensure safety and improve productivity, your Company's shop floor associates managed to generate on an average 12.5 ideas per person in the FY25.

This year, significant emphasis was also laid towards raising awareness on health and wellness of employees in addition to regular annual medical check-ups and health awareness activities. Diet food has become a way of life. The Company maintains an 'Employee Health Index' at an individual level, and this has been a useful tool in identifying employees who require focused counselling and monitoring.

Proactive and employee-centric shop floor practices, a focus on transparent communication of business goals, an effective concern resolution mechanism, and a firm belief that employees are the most valuable assets of the Company, are the cornerstone of your Company's employee relations approach. An 'open door policy' with constant dialogue to create win-win situations, have helped your Company build trust and harmony.

The industrial relations scenario continued to be largely positive across all the manufacturing locations. Bonus settlements were closed amicably for all the plants. The

sustained efforts towards building a progressive work culture resulted in zero production loss in the FY25 and helped create a collaborative, healthy and productive work environment.

Safety, Occupational Health and Environment

The Safety, Occupational Health & Environment (SOH&E) Policy of your Company has been in place. During the year under review, as part of an ongoing process, the Company commenced external physical assessments along with Integrated Management System (IMS) certifications as per the following standards: ISO 9001:2015, ISO 14001:2015, and ISO 45001:2018, as per the schedule for its plants for re-certification and surveillance audits.

Management's commitment towards SOH&E is demonstrated by adopting all relevant updates (including recent notifications published) and incorporating them under digitization through the mCompliance 2.0 portal. The Company implemented various initiatives, including periodic reviews at the AFS Safety Conclave to ensure results are monitored by senior management. All new Emission Norms specified by the Government were adhered by following revised notifications and guidelines that comply with overall health and hygiene parameters. The manufacturing conditions and their status were assessed through periodic monitoring and measurement exercises conducted by external authorized agencies.

At manufacturing locations, various annual events such as Road Safety Week, National Safety Day / Month, Fire Service Week, Energy Conservation Week, and Sustainability Day were celebrated. Training programs were enhanced with new topics, introducing sustenance in safety using virtual reality (VR) programs for competency building, which were deployed to train employees. Following VR training, dexterity competitions were conducted for welding, sealer, and paint applications. Critical attributes and Reward & Recognition programs were implemented to honour professionals among employees at the workplace.

For manufacturing, seven initiatives were undertaken to enhance safety performance, including Safety Observation Tours by senior management, Safe Employee of the Month recognition, Hazard Identification and Risk Assessment for all non-routine activities, creation of audio and video visuals on safety, AI-based CCTV cameras, new project safety management, and digitization of safety observations.

Advancements were implemented by studying operational risk and preparing a Personal Protective Equipment (PPE) matrix for Associates and Self-Motivated Teams (SMTs). Basic

Hygiene Sensitization Programs for employees, Behavioural-Based training for all contractors, and training programs covering topics such as POSH, Human Rights, ABAC, and the Code of Conduct (COC) were also delivered.

As part of ongoing activities in Safety, Health, and Environment, competency building followed by on-the-job refresher training (OJT) was provided to all associates through Abhiyantriki / Dexterity training schools. Special focus was given to critical operations on safety and fire safety by introducing assessments for various categories of machinery and equipment.

The Company continues to emphasize safety best practices through Safety Observation Tours (SoT), monthly themes on safety topics arising from OHS risks identified, and lifestyle diseases including Diabetes Mellitus (DM), Hypertension, Nutrition, Emotional Wellbeing, and Physical Fitness. Activities like Pro Health Super Specialty ENT clinics, Pulmonary Function Test (PFT) camps, Lung Cancer Awareness Tea Table Talks, webinars on lung cancer awareness and prevention, and Nutrition & World Heart Day Celebrations were conducted. Under the project Aarambh, activities such as "Neuropathy Camp" and "Pro Health Women's Wellness Clinic" (Breast Oncology) were performed and reviewed periodically by senior management.

Horizontal deployment followed by Immediate Corrective Actions (ICA) and Permanent Corrective Actions (PCA) were implemented and reviewed by top management. There has been a reduction in the rate of overall Reportable and NonReportable Injuries compared with the previous year, and the Company achieved Zero Fire Incidents in FY25. Monthly theme-based Safety Drives were initiated and reviewed periodically by senior management. These monthly themes were revised, appreciated, and well-participated in sector-wise, with the Safe Employee of the Month for Associates being recognized.

A vigorous drive to eliminate overall at-risk behaviours was conducted by exercising Behaviour-Based Safety (BBS). To reduce fire risk, the Company carried out a fire load study and introduced upgraded fire dousing systems to strengthen fire protection measures and eliminate property losses. Fire risk reduction is monitored by setting revised targets, which are reviewed by senior management for risk mitigation.

All locations have administrative control signages at required areas for various activities covering different sites.

The Company follows the pattern defined by the Central Safety Council (CSC) of Mahindra and Mahindra Group of Companies by establishing a Cross-Functional Team (CFT). This year, the

focus was on covering all non-routine activities to eliminate significant risks through the assessment of The Mahindra Safety Way (TMSW). Various Safety, Health & Environment events were conducted on Founders' Day with the topic "Climate Action - Be the Change for Climate". Employees and their family members visited respective manufacturing locations within Mahindra Group Companies to create awareness about Safety, Health, Environment, and Sustainability.

Your Company has maintained both on-site and off-site plans along with a disaster management plan, adopting change processes. Gap audits were carried out for risk evaluation of business and its critical designated licensed storage areas. These audits were conducted by competent persons authorized by respective governing authorities for applicable compliance. Compliance was ensured through rigorous third-party audits covering Statutory Safety, Occupational Health and Environmental, Fire Safety, Electrical Safety Audits, Water Audits, and FSSAI Audits under the Food Safety and Standards Act (FSSI).

During the year under review, your Company achieved substantial improvements in Safety & Health Index results by adopting new initiatives.

To eliminate or minimize the overall environmental impact in line with the "Environmental, Social, and Governance" (ESG) practices, your Company continuously implemented new projects. Revised targets were included in the Balance Score Card and reviewed monthly. Various projects were implemented to achieve reductions in carbon footprint, Zero Waste to Landfill (ZWTL), and continuous monitoring of emissions (Ambient Air and Noise monitoring stations were installed). Reductions in carbon footprint were achieved through energy conservation projects and increasing the share of renewable energy. Energy costs were saved through measures such as the implementation of BLDC fans, energy-efficient lights, motor derating, VFD drive installation, avoiding resource wastage within machines, and enhancing chillers for energy conservation.

Your Company organized a Health and Wellness Stall on Founders' Day to create awareness among the supplier community, encouraging supplier consultation and participation to enable them to overcome current and future business risks.

During the year under review, your Company began complying with Extended Producer Responsibility Organizations (EPRO) targets established by the Central Government (Central

Pollution Control Board) through new EPR notifications on Plastic, Tyres, and Batteries. Efforts were made to eliminate plastic by substituting compostable plastic and recyclable packaging materials.

Your Company implemented various water neutrality initiatives, achieving recycling by processing water through RO systems and improving water balance. These measures resulted in marked improvements in groundwater levels.

Your Company continued its commitment to improving the wellbeing of employees and contract Associates through monthly Health themes. Various drives were conducted to enhance employees' skills and knowledge, with awareness sessions and webinars on topics such as general health, ergonomics, food pyramids, healthy recipes, visual education on good / bad food choices, and Tea Table Talks to reach maximum employees on the shop floor during teatime. Programs like the Mahindra Master Chef Competition and Surprise Basket LIVE Cooking Competitions further improved awareness.

Renowned faculties conducted programs for Mahindra family members, such as Mass Blood Pressure Screening Camps, Fibro Scans of Liver, BCA Analysis Camps, Tea Table Talks demonstrating stretching and relaxation exercises for mental well-being, World Heart Day celebrations followed by Health Talks by Cardiologists, World Mental Health Day Street Plays, Diabetic Retinopathy and Peripheral Neuropathy Camps, Benign Prostatic Hypertrophy and Prostate Cancer Camps, individual Physiotherapist Consultations, and International Yoga Day Celebrations.

The Company also initiated the Mahindra Cricket League for Men (Season III) and Women (Season II) to encourage physical fitness at the workplace. First aid refresher training programs were organized for employees and associates and videos were created to improve dexterity and posture for shop floor employees.

During the year, World Health Day was celebrated by arranging a Body Composition Analysis Camp, Nutritionist Consultations, Cardiology, Gastroenterology, and Neurology Clinics for all employees.

The Company aims to increase awareness of environmental protection among all stakeholders by celebrating World Ozone Day, World Environment Day, World Earth Day, World Water Day, Energy Conservation Week, and Water Conservation Week annually.

Certifications/Recertifications

All Plants of your Company underwent Surveillance Audits and were certified for ISO 45001:2018 and ISO 14001:2015 standards. Furthermore, all Plants implemented Integrated

Management Systems (IMS). Your Company was re-certified for Zero Waste to Landfill with a 99% and above conversion rate, demonstrating a commitment to maximizing waste recycling and protecting the environment.

Senior Management revises and reviews SOH&E performance periodically. The focus on new initiatives involving all stakeholders, coupled with management reviews, has helped your Company demonstrate further steps towards excellence in SOH&E performance.

K. BOARD & COMMITTEES Directors

As mentioned in the previous Annual Report, and during the year, Dr. Vishakha N. Desai (DIN: 05292671) ceased to be an Independent Director of the Company with effect from 1^st May, 2024, upon completion of her second term as an Independent Director of the Company.

Further, Mr. Vikram Singh Mehta (DIN: 00041197) ceased to be an Independent Director of the Company with effect from 8^th August, 2024 upon completion of his second term of five consecutive years from 8^th August, 2019 to 7^th August, 2024 as approved by the Shareholders at the Seventy-Third Annual General Meeting of the Company held on 7^th August, 2019.

Mr. Haigreve Khaitan (DIN: 00005290) also ceased to be an Independent Director of the Company with effect from 8^th August, 2024 upon completion of his first term of five consecutive years from 8^th August, 2019 to 7^th August, 2024 as approved by the Shareholders at the Seventy-Third Annual General Meeting of the Company held on 7^th August, 2019.

The Board has placed on record its deep appreciation of the invaluable services rendered by Dr. Vishaka N. Desai, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan during their tenure as Independent and Non-Executive Directors of the Company.

Appointment of Non-Executive Directors

As mentioned in the previous year's Annual Report, at the Seventy Eighth Annual General Meeting held on 31^st July, 2024, the Shareholders of the Company, basis the recommendation of the Board of Directors, approved the following:

• Appointment of Ms. Padmasree Warrior (DIN: 10387032) as an Independent Director of the Company for a term of 5 (five) consecutive years commencing from 17^th May, 2024 to 16^th May, 2029 (both days inclusive);

•    Appointment of Mr. Ranjan Pant (DIN: 00005410) as a Non-Executive and Non-Independent Director of the Company with effect from 17^th May, 2024, liable to retire by rotation;

•    Appointment of Mr. Sat Pal Bhanoo (DIN: 10482731) as a Non-Executive and Non-Independent Director of the Company representing Life Insurance Corporation of India, with effect from 17^th May, 2024, liable to retire by rotation.

Re-appointment of Dr. Anish Shah, Managing Director and Chief Executive Officer designated as "Group CEO and Managing Director" and Mr. Rajesh Jejurikar, Executive Director and CEO (Auto and Farm Sector)

As mentioned in previous year's Annual Report, at the Seventy Eighth Annual General Meeting held on 31^st July, 2024, the Shareholders of the Company, basis the recommendation of the Board of Directors, approved the following:

1.    Re-appointment of Dr. Anish Shah as the "Managing Director and Chief Executive Officer" designated as "Group CEO and Managing Director" of the Company with effect from 1^st April, 2025 to 31^st March, 2030 (both days inclusive), liable to retire by rotation.

2.    Re-appointment of Mr. Rajesh Jejurikar as a Whole Time Director designated as "Executive Director and CEO (Auto and Farm Sector)" of the Company, for a period commencing from 1^st April, 2025 to 24^th June, 2029 (both days inclusive), liable to retire by rotation.

Re-appointment of Ms. Shikha Sharma as an Independent Director

Pursuant to the recommendation of the Governance, Nomination and Remuneration Committee, the Board of Directors at its Meeting held on 16^th May, 2024, approved the re-appointment of Ms. Shikha Sharma (DIN: 00043265) as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 8^th August, 2024 to 7^th August, 2029 (both days inclusive).

Further, the Shareholders of the Company at the Annual General Meeting held on 31^st July, 2024 basis the recommendation of the Board of Directors approved the aforementioned re-appointment of Ms. Shikha Sharma as an Independent Director of the Company.

Re-appointment of Two Independent Directors for a Second Term

The Shareholders of the Company at the 75^th Annual General Meeting held on 6^th August, 2021, basis the recommendation of the Board, approved:

•    Appointment of Ms. Nisaba Godrej (DIN: 00591503) as an Independent Director for a term of 5 (five) consecutive years commencing from 8^th August, 2020 to 7^th August, 2025.

•    Appointment of Mr. Muthiah Murugappan (DIN: 07858587) as an Independent Director for a term of 5 (five) consecutive years commencing from 8^th August, 2020 to 7^th August, 2025.

The Governance, Nomination and Remuneration Committee, on the basis of performance evaluation of Ms. Nisaba Godrej and Mr. Muthiah Murugappan and taking into account the external business environment, the business knowledge, acumen, experience and the substantial contribution made by them during their tenure, has recommended to the Board that the continued association of Ms. Nisaba Godrej and Mr. Muthiah Murugappan as Independent Directors would be beneficial to the Company.

Based on the above and their performance evaluation, the Board at its Meeting held on 5^th May, 2025 has recommended to the Shareholders for their approval, the re-appointment of Ms. Nisaba Godrej and Mr. Muthiah Murugappan as Independent Directors for a Second Term of 5 (five) consecutive years commencing from 8^th August, 2025 to 7^th August, 2030.

Brief Profiles of Ms. Nisaba Godrej and Mr. Muthiah Murugappan are provided in the Corporate Governance Report forming part of the Annual Report.

Ms. Nisaba Godrej and Mr. Muthiah Murugappan are not debarred from holding the office of Director on account of any order of SEBI or any other such authority.

The Company has received the requisite Notices from a Member in writing proposing their re-appointment as Independent Directors.

Independent Directors

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Listing Regulations.

The Board is of the opinion that the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfil their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar ("MCA").

The Independent Directors are also required to undertake online proficiency self-assessment test conducted by IICA within a period of 2 (two) years from the date of inclusion of their names in the data bank, unless they meet the criteria specified for exemption.

The Independent Directors of the Company are exempt from the requirement to undertake online proficiency self-assessment test except Mr. Muthiah Murugappan who has successfully completed the online proficiency self-assessment test.

Lead Independent Director

Mr. Vikram Singh Mehta ceased to be the Independent Director of the Company with effect from 8^th August, 2024 and as such also ceased to be the "Lead Independent Director" of the Company, upon completion of his second term of five consecutive years from 8^th August, 2019 to 7^th August, 2024 as approved by the Shareholders at the Seventy-Third Annual General Meeting of the Company held on 7^th August, 2019.

Mr. T. N. Manoharan, Independent Director, Chairman of the Audit Committee, Governance, Nomination and Remuneration Committee, Risk Management Committee and Member of the Strategic Investment Committee of the Board is the Lead Independent Director of the Company with effect from 8^th August, 2024. The role and responsibilities of the Lead Independent Director are provided in the Corporate Governance Report forming part of this Annual Report.

Retirement by rotation

Mr. Anand G. Mahindra and Mr. Rajesh Jejurikar, retire by rotation and being eligible, offer themselves for reappointment at the 79^th Annual General Meeting of the Company scheduled to be held on 31^st July, 2025.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried out an annual evaluation of its own performance and that of its Committees as well as performance of all the Directors individually including Independent Directors, Chairman of the Board, Group CEO and Managing Director and Executive Director and CEO (Auto and Farm Sector).

Feedback Mechanism

Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning such as adequacy of time spent on strategic issues, effectiveness of Governance practices, setting corporate culture and values, execution and performance of specific duties, obligations and governance. The performance evaluation was carried out based on the responses received from the Directors.

Evaluation of Committees

The performance evaluation of Committees was based on criteria such as structure and composition of Committees, attendance and participation of member of the Committees, fulfilment of the functions assigned to Committees by the Board and applicable regulatory framework, adequacy of time allocated at the Committee Meetings to fulfil duties assigned to it, adequacy and timeliness of the Agenda and Minutes circulated, comprehensiveness of the discussions, effectiveness of the Committee's recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board

A separate exercise was carried out by the Governance, Nomination and Remuneration Committee (GNRC) of the Board to evaluate the performance of individual Directors. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Chairman of the Board was also carried out by the Independent Directors, taking into account the views of the Executive Directors and Non-Executive Directors. The performance evaluation of the Managing Director and the Executive Director of the Company was carried out by the Chairman of the Board and other Directors.

Criteria for Independent Directors

The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability

to challenge views of others in a constructive manner, knowledge acquired with regard to the Company's business, understanding of industry and global trends, ability to maintain independence, etc.

Performance Evaluation indicators for Independent Directors include contributing to and monitoring Corporate Governance Practices, introduce International Best Practices to address Business Challenges and Risks and Participation in Long Term Strategic Planning.

Criteria for Chairman

The performance evaluation of Chairman of the Board was based on various criteria, inter alia, including style of Chairman's leadership, effective engagement with other Board members during and outside the meetings, allocation of time provided to other Board members at the meetings, effective engagement with shareholders during general meetings, etc.

Criteria for Managing Director and Executive Director

The performance evaluation of Managing Director and Executive Director was based on various criteria, inter alia, including standards of integrity, fairness and transparency demonstrated, identification of strategic targets, anticipation of future demands and opportunities, resource staffing to meet short term and long term goals, engagement with Board members, updating Board on significant issues, commitment to organisational values, vision and mission, adaptation to meet changing circumstances, knowledge and sensitivity of stakeholders' needs within and outside the Company.

Results of Evaluation

The results of the Evaluation for the year under review were shared with the Board, Chairman of respective Committees and individual Directors. The results of Evaluation showed high level of commitment and Engagement of Board, its various Committees and Senior leadership.

As part of the outcome of the Performance Evaluation exercise it was noted that the Board is Independent, operates at a high level of Governance Standards and is committed to creating value for all stakeholders.

It was also noted that the Meetings of the Board are well planned and run effectively by the Chair, its Committees are managed well and continue to perform on their respective focus areas of Governance and Internal Controls.

As part of the Company's annual strategy planning process, the Company organised a Strategy Offsite with the Board to deliberate on various topics related to strategic planning, progress of ongoing strategic initiatives, risks to strategy execution and the need for new strategic programs to achieve the Company's long-term objectives.

The evaluation outcomes for the year under review were thoroughly deliberated upon with the Board Members, Committee Chairpersons, and individual Directors.

The Board Evaluation reaffirms the Board's strong commitment to governance and strategic oversight, as evidenced by the proactive leadership of its members, the effectiveness of Committees and the engagement of senior management. A key insight highlights the Board's independence and steadfast dedication to upholding rigorous governance standards, ensuring transparency and fostering sustainable value creation for stakeholders.

The evaluation also highlights the efficiency and strategic organization of Board Meetings, which are meticulously planned and effectively led by the Chair to ensure productive discussions and informed decision-making. Additionally, the Committees have also showcased effective management and performance, particularly in governance and internal controls, reflecting their dedication to maintaining high standards in their respective areas of focus.

Based on the outcome of the performance evaluation for the year under review, the Board has agreed to maintain the High Standards of Governance, Visibility and Interaction in the coming years.

The Directors expressed their satisfaction with the Evaluation process. During the year under review, GNRC ascertained and reconfirmed that the deployment of "questionnaire" as a methodology, is effective for evaluation of performance of the Board and Committees and individual Directors.

Retirement of Company Secretary and Compliance Officer

During the year, the Board at its Meeting held on 31^st March, 2025, noted and approved the Retirement of Mr. Narayan Shankar (ICSI Membership No. A8666), Company Secretary of the Company with effect from close of 1^st April, 2025, pursuant to his reaching the age of Superannuation and consequent cessation as Compliance Officer of the Company under Listing Regulations and also as the Key Managerial Personnel and Senior Management Personnel of the Company.

The Board expressed heartfelt gratitude for the exceptional contributions of Mr. Narayan Shankar during his remarkable tenure of almost 24 years with the Company. His expertise in Mergers, Restructuring, and Corporate Governance with an ability to manage multiple complex projects seamlessly and provide strategic guidance ensured smooth execution of key initiatives. He also played a crucial role in upholding and enhancing the standards of Corporate Governance across the Mahindra Group. Under his visionary leadership, the Company achieved several Governance Milestones, including the prestigious Golden Peacock Global Award for Excellence in Corporate Governance (under the Automobile Sector) and recognition by IiAS in the Leadership category of the Indian Corporate Governance Scorecard Assessment, both for last 4 consecutive years. During his tenure, the Company also secured the ICSI National Award for Excellence in Corporate Governance on three occasions. His unwavering dedication, integrity, and exemplary commitment to strengthening the governance framework have left an indelible mark on the organisation.

The Board conveyed its best wishes to Mr. Narayan Shankar as he embarks on the next chapter of his journey and recorded that his legacy of excellence and ethical leadership will continue to inspire the Mahindra Group.

Appointment of Interim Company Secretary

The Board at its Meeting held on 31^st March, 2025, also approved appointment of Ms. Divya Mascarenhas (ICSI Membership No. F10249), as Company Secretary of the Company and Compliance Officer under Listing Regulations (in the Interim capacity) designated as "Interim Company Secretary" who would also be Key Managerial Personnel and part of Senior Management Personnel with effect from 2^nd April, 2025.

Policies

Your Company has adopted the following Policies:

(a)    Policy on Appointment of Directors and Senior Management and succession planning for orderly succession to the Board and the Senior Management;

(b)    Policy for remuneration of the Directors, Key Managerial Personnel and other employees.

Policy (a) mentioned above includes the criteria for determining qualifications, positive attributes and independence of a Director, identification of persons who are qualified to become Directors and who may be appointed in the Senior Management Team in accordance with the criteria

laid down in the said Policy, succession planning for Directors and Senior Management, and Policy statement for Talent Management framework of the Company.

Policy (b) mentioned above sets out the approach to Compensation of Directors, Key Managerial Personnel and other employees in the Company.

Policies mentioned at (a) and (b) above are available on the website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investor-relations/ policies-and-documents.

Familiarisation Programme for Independent Directors / Non-Executive Directors

The Members of the Board of the Company are afforded many opportunities to familiarise themselves with the Company, its Management and its operations. The Directors are provided with all the documents to enable them to have a better understanding of the Company, its various operations and the industry in which it operates.

All the Independent Directors of the Company are made aware of their roles and responsibilities at the time of their appointment through a formal letter of appointment, which also stipulates various terms and conditions of their engagement.

Independent Directors meet the business and functional heads and provide their inputs and suggestions on strategic and operational matters at the quarterly Board / Committee Meetings.

Executive Directors and Senior Management provide an overview of the operations and familiarize the new NonExecutive Directors on matters related to the Company's values and commitments. They are also introduced to the organization structure, constitution of various committees, board procedures, risk management strategies, etc.

Strategic Presentations are made to the Board where Directors get an opportunity to interact with Senior Management. Directors are also informed of the various developments in the Company through Press Releases, emails, etc.

During the FY25, the Board at its Meeting held on 7^th and 8^th February, 2025, noted, deliberated and discussed various matters, inter alia, relating to Governance, Performance of the Group as whole, Growth Drivers, Technology, Company's Strategy for Auto and Farm Business and Group's other Businesses Strategic outlook.

This initiative achieves two key objectives: it allows Board members to leverage their expertise on strategic initiatives while also immersing them in the intricacies of execution and the challenges associated with specific Businesses.

In essence, this approach equips Board members with a rounded perspective on the strategic challenges the Group faces, the competitive advantages it aims to establish, and a clear overview of the execution strategy.

Additionally, this event fosters meaningful engagement between Board members and the Senior Leadership from various business segments and subsidiaries, promoting collaboration and insight sharing.

During the year, the Company transitioned to the Nasdaq BoardVantage portal, replacing the old Board Portal. This web-based platform is accessible to all Directors and includes all the necessary papers and documents, inter alia, including Agendas, Minutes, Presentations, etc.

This upgrade to the BoardVantage Portal from in-house Board Portal enhances the efficient and effective Conduct of Meetings and provides with accessibility and organisation of important documents and resources for the Board.

Pursuant to Regulation 25(7) of the Listing Regulations, the Company imparted various familiarisation programmes for its Directors including periodic review of Investments of the Company at Strategic Investment Committee Meetings, Regulatory updates, Industry Outlook, Business Strategy at the Board Meetings and changes with respect to Listing Regulations, Framework for Related Party Transactions, etc. at the Audit Committee Meetings, various Business Entity Risks, etc. at the Risk Management Committee Meetings, Product Launches and Showcase of New Vehicles, Session on Geopolitics, etc. The details as required under Regulations 46 and 62(1A) of the Listing Regulations are available on the website of your Company at the web link: https://www. mahindra.com/resources/FY25/AnnualReport.zip.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, your Directors, based on the representations received from the Operating Management and after due enquiry, confirm that:

(a)    in the preparation of the annual accounts for the Financial Year ended 31^st March, 2025, the applicable accounting standards have been followed;

(b)    they had in consultation with Statutory Auditors, selected 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, 2025 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 irregularities;

(d)    they have prepared the annual accounts on a going concern basis;

(e)    they have laid down adequate Internal Financial Controls to be followed by the Company and such Internal Financial Controls were operating effectively during the Financial Year ended 31^st March, 2025;

(f)    they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively throughout the Financial Year ended 31^st March, 2025.

Board Meetings and Annual General Meeting

A calendar of Meetings is prepared and circulated in advance to the Directors.

During the year 1^st April, 2024 to 31^st March, 2025, seven Board Meetings were held on: 16^th May, 2024, 31^st July,

2024, 7^th November, 2024, 7^th and 8^th February, 2025, 20^th February, 2025, 28^th February, 2025 and 31^st March,

2025.    The 78^th Annual General Meeting (AGM) of the Company was held on 31^st July, 2024 through Video Conferencing / Other Audio Visual Means.

Meetings of Independent Directors

The Independent Directors of your Company often meet before the Board Meetings without the presence of the Chairman of the Board or the Managing Director or the Executive Director or other Non-Independent Directors or Chief Financial Officer or any other Management Personnel.

These Meetings are conducted in an informal and flexible manner to enable the Independent Directors to discuss matters pertaining to, inter alia, review of performance of Non-Independent Directors and the Board as a whole, review the performance of the Chairman of the Company (taking into account the views of the Executive and

Non-Executive Directors), assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

Four Meetings of Independent Directors were held during the year and these meetings were well attended.

Audit Committee

As mentioned in the previous year's Annual Report, the Board at its Meeting held on 16^th May, 2024 re-constituted the Audit Committee with effect from 8^th August, 2024 and appointed Mr. Muthiah Murugappan as a Member in place of Mr. Vikram Singh Mehta upon completion of his tenure on 7^th August, 2024.

Further, after cessation of Mr. Haigreve Khaitan as Independent Director of the Company with effect from 8^th August, 2024 pursuant to completion of his first term of appointment, the Board at its Meeting held on 7^th November, 2024 noted the consequent changes in Audit Committee Composition with effect from 8^th August, 2024, which currently comprises of three Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma and Mr. Muthiah Murugappan.

All the Members of the Committee are Independent Directors and possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee.

All the recommendations of the Audit Committee were accepted by the Board.

L. GOVERNANCE Corporate Governance

Your Company has a rich legacy of ethical governance practices, many of which were established by the Company even before legal requirements came into effect. Your Company remains committed to transparency in all its transactions and places a high priority on business ethics.

Your Company continued to feature in the 'Leadership' category in the Corporate Governance Scorecard 2024 which is developed by Institutional Investor Advisory Services India Limited ("IiAS") with support from International Finance Corporation ("IFC") and BSE Limited ("BSE"). Further, your

Company has been awarded the prestigious 'Golden Peacock Global Award for Excellence in Corporate Governance' for the year 2024 (under the Automobile Sector).

A Report on Corporate Governance along with a Certificate from the Statutory Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under Schedule V of the Listing Regulations forms part of this Annual Report.

Compliance Management

The Company has adopted a compliance management tool viz. mCompliance 2.0 Portal which provides system-driven alerts to the respective owners for complying with the applicable laws and regulations. Certificates capturing the compliance status of all laws and regulations applicable to the Company are generated at the end of each quarter and submitted by the Managing Director to the Board.

Ethics Framework

The Company's revised Code of Conduct ("the Code") for employees outlines the commitment to the principles of integrity, transparency, and fairness. It enables the Company and its employees to make the right choices and demonstrate the highest standards of integrity and ethical behaviour.

The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption Policy (ABAC), Policy on Gifts & Entertainment (G&E), Policy on Prevention of Sexual Harassment at Workplace (POSH), Whistle-Blower Policy (WB), Business Partner Code of Conduct and Supplier Code of Conduct to ensure robust Corporate Governance.

The Code of Conduct and all the Company's policies are accessible on the Company's website; in the Governance section at the Web-link: https://www.mahindra.com/sites/ default/files/2024-06/Code-of-Conduct-Employees.pdf and on the Rise@Work, the Company's intranet as well as on the mobile app Me-connect.

New joiners are mandatorily required to undertake e-learning modules on the Code, POSH and ABAC. In addition to this, an Annual Compliance Declaration Module is mandated for the employees.

In order to achieve regular reinforcement of the Code and policies across the Company; the Ethics program has the

support of 135 Ethics Counsellors who help the Company to amplify the values which the Company stands for and facilitate regular conversations and training with their cohorts. The Ethics Counsellors are trained by subject matter experts (internal/external) on ethics and policies throughout the year. During the year, they have trained approximately 10,000 employees across various geographies on the Code and policies related to ABAC, G&E, POSH and WB. Further, your Company has driven sensitisation on the Code and other ethics policies vide ethical guidelines, emailers, videos, standees and posters across locations.

The Company's Vigil mechanism process is clearly defined for identifying and resolving breaches related to the Code of Conduct and the Company's Ethics Policies. It is regularly communicated throughout the Company vide the 'Speak Up Campaign'. Data relating to such breaches is reviewed by the Corporate Governance Council and the Audit Committee that helps in determining the allocation of resources for future policy development, any review of policies, process improvement, training and awareness initiatives. The Corporate Governance Council ensures that the Ethics & Governance framework is executed effectively. The Group Ethics and Governance Committee and Business Ethics and Governance Committees help to ensure decisions on substantiated cases are taken in a fair, just and consistent manner across various functions of that business.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act, 2013, read with the Rules prescribed thereunder, and the Listing Regulations is implemented through the Company's Whistle-Blower Policy. The Whistle-Blower Policy of your Company is available on the Company's website and can be accessed in the Governance section at the Web-link: https://www.mahindra.com/sites/default/ files/2024-05/Whistle-blower-Policy-Revised.pdf

Revised.pdf.

It enables the Directors, employees and all stakeholders of the Company to report genuine concerns (about unethical behaviour, actual or suspected fraud, or violation of the Code) and provides for adequate safeguards against victimisation of persons who use such mechanism and makes provision for direct access to the Chairman of the Audit Committee.

A quarterly report on the whistle-blower complaints, as received, is placed before the Audit Committee for its review.

During the year, the Company received 126 whistle-blower complaints, out of which 116 complaints were investigated

and appropriate actions were taken and investigations were underway for the remaining 10 complaints. All complaints are tracked and monitored on timely basis.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company adopts a zero-tolerance approach towards sexual harassment at workplace. A detailed Prevention of Sexual Harassment at Workplace Policy ("POSH Policy") is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("the Act"). The POSH Policy of the Company is available on the website of the Company and can be accessed in the Governance section at the Web-link: https://www. mahindra.com/policy-on-prevention-of-sexual-harassment.

The POSH Policy is also available in 8 vernacular languages. All employees (permanent, contractual, temporary, trainees) as defined under the Act are covered in this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality.

Internal Complaints Committees ("IC") have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of IC under the Act. While maintaining the highest governance norms, IC are constituted for various locations. Half of the total members of the IC are women. The external members with requisite experience in handling such matters are also part of the IC. The IC is presided over by a senior woman employee in each case. Inquiries are conducted and recommendations are made by the IC at the respective locations. The IC is updated on judicial trends and trained regularly on the nuances of the Act.

During the fiscal year under review, 22 complaints alleging sexual harassment were filed and 19 were resolved by taking appropriate actions as per the provisions of the Act. 3 complaints are pending inquiry as of 31^st March, 2025. All complaints are tracked and monitored on timely basis.

Continuous awareness in this area has been created through the POSH campaign reiterating Mahindra's commitment to providing a safe workplace to all its employees. During the year, the Company organised sensitization and awareness programs vide inductions for new joiners, e-learning modules for all employees' trainees, associates including sending emailers, creating standees and posters to sensitise all

employees to conduct themselves in a professional manner. Further, virtual and classroom training sessions were conducted by the Company's Ethics Counsellors.

Business Responsibility and Sustainability Report

In terms of Regulation 34 of the Listing Regulations, Top 1,000 listed entities based on market capitalization shall submit a Business Responsibility and Sustainability Report ("BRSR") in the format as specified by SEBI from time to time.

Top 250 Listed Entities are mandatorily required to undertake assessment or assurance of BRSR Core for the FY25.

The Company has prepared the BRSR for the FY25 in accordance with the format as prescribed by SEBI vide its Master Circular dated 11^th November, 2024 (including amendments thereto) along with the Industry Standards on BRSR Core as prescribed by SEBI dated 20^th December, 2024.

The BRSR aims to provide quantitative and standardized disclosures on ESG parameters, facilitating meaningful comparisons across companies, sectors, and time periods. These disclosures are designed to empower investors to make informed investment decisions. The BRSR shall also enable the Company to engage more meaningfully with stakeholders, to look beyond financials and towards social and environmental impacts.

The BRSR of your Company for the FY25 forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

Your Company firmly believes that sustainable and inclusive growth is achievable by leveraging environmental and social responsibility. Your Company is dedicated to setting ambitious targets while enhancing economic performance to ensure both business continuity and rapid growth.

Your Company is committed to leverage 'Alternative Thinking' as a strategic approach to build competitive advantage in achieving high shareholder returns through customer centricity, innovation, good governance and inclusive human development while being sensitive to the environment.

Risk Management

Your Company has a well-defined risk management framework in place. The risk management framework works

at various levels across the Company. These levels form the strategic defence cover of the Company's risk management. The Company has a robust organizational structure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Board which is authorized to monitor and review risk management plan and risk certificate. The Committee is also empowered, inter alia, to review and recommend to the Board modifications to the Risk Management Policy. Further, the Board has constituted a Corporate Risk Council comprising the Senior Executives of the Company. The terms of reference of the Council include review of risks and Risk Management Policy at periodic intervals.

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Framework of the Company includes identification of risks, including cyber security and related risks and also those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization.

M. CORPORATE SOCIAL RESPONSIBILITY AND SUSTAINABILITY

Corporate Social Responsibility (CSR)

Over the years, your Company has measured success not just in business achievements, but also by the positive impact it creates in the lives of individuals and communities. Your Company's story is interwoven with India's progress, built on the belief that investing in human potential and addressing national priorities is the cornerstone of nationbuilding. This aligns with the Company's purpose to drive positive change in the lives of our communities. Through the flagship CSR initiatives focussed on women and girls, the Company is targeting key constituencies essential for nation building.

Your Company sees the impact of its work in the growing confidence of young girls as they develop leadership skills, in the success of first-generation women professionals gaining job-ready skills thereby securing lucrative jobs, and in the rural communities where farmers benefit from enhanced

livelihood income through water conservation programmes. Together, these interconnected initiatives create a powerful ecosystem of opportunity where individual empowerment and community development reinforce each other, maximizing the social impact.

Your Company is deeply committed, supporting not just foundational learning but shaping the future of higher education in India. By supporting institutions like Mahindra University, your Company fosters ecosystems where academic excellence converges with real-world application, preparing the next generation of leaders and innovators. Further reinforcing this commitment, your Company's merit and need-based scholarship programs ensure that young people can Rise to their potential regardless of their circumstances.

Youth skilling in the Automotive Sector is a key focus area for your Company's commitment to building a future-ready, industry-aligned workforce. As part of this commitment, your Company has supported upgradation of infrastructure, developed an industry-aligned curricula and trained both students and faculty across 110 Industrial Training Institutes ("ITIs") in India. These initiatives not only enhance workforce readiness but also foster inclusive growth, contributing meaningfully to India's vision of becoming a Viksit Bharat by 2047.

As your Company moves forward, it will continue to leverage CSR as a force for good by deepening stakeholder engagement, advancing the UN Sustainable Development Goals (SDGs), and building a more equitable India. The Company aims to ensure that everyone has the opportunity to Rise. #TogetherWeRise

The impact of some of the flagship CSR initiatives your Company invested in FY25 is shown below:

Empowering Girls

Starting from the academic year 2024-25, Project Nanhi Kali has embarked on a new journey to empower girls from lower-income backgrounds by supporting them from Grades 6 to 10 through targeted educational and sports initiatives. In alignment with the National Education Policy 2020, the program now emphasizes holistic development by integrating curricular and extracurricular activities in schools, helping girls transition more seamlessly from school to higher education and employment opportunities. Project Nanhi Kali has also introduced two new programs: Skill Bridge, a program on English language

and job preparedness for adolescent girls, and Teacher Training program on 21^st century skills, in line with the recommendations of the National Education Policy 2020.

In FY25, Project Nanhi Kali supported the education of 1,79,175 underserved girls. Of these, 1,70,793 girls participated in the academic interventions during school hours and sports training programme after school hours in 1,878 schools across 20 districts in 7 states of India. The Mahindra Group supported 77,112 girls of which your Company supported 39,373 girls. An additional 8,382 girls were trained under the Skill Bridge program conducted in 4 states. Of these, The Mahindra Group supported 1,008 girls, and your Company supported 776 girls. Additionally, 1,000 school teachers from non-Nanhi Kali schools were trained under the Teacher Training program in 3 states, fully supported by your Company. This Teacher Training program will further impact the lives of an additional 1,00,000 girls.

Over the years, Project Nanhi Kali has been able to improve attendance, reduce dropout rates, and enhance the learning levels of girls. Since its inception, Project Nanhi Kali has supported the education of 8,74,266 underprivileged girls.

Empowering Women

Since its inception, Project Kaabil, the Company's flagship women's empowerment initiative has positively impacted over a million women (10,09,592 women), marking a significant milestone and demonstrating advancing women's progress. Project Kaabil follows a dual approach through both in-person and digital interventions, enabling your Company to skill over 2,44,485 women in FY25 across 3 pathways as shown below:

Employability Skilling: The Mahindra Group's flagship employability skilling program under Project Kaabil provides digital, life and soft skills training focused on communication and critical thinking. This enables candidates to navigate and secure formal wage employment, thereby making them more "job-ready" and employable. The training is provided to women who are studying in their final year in Government/Government-aided colleges, ITIs, Polytechnic and other Institutes at a Pan-India level. In FY25, this initiative reached out to 1,75,989 women across 20 states, out of which The Mahindra Group supported 1,37,268 women. Of these, 89,400 women were supported through your Company.

 

focus is on capacity building of farmers and community in creating/rejuvenating water harvesting structures for water conservation, soil erosion prevention, improving soil health, and crop diversification. These efforts increased water harvesting potential for irrigation and drinking by positively impacting surface and ground water levels.

In FY25, under Jal Samriddhi project, your Company undertook creation and renovation of 611 water harvesting structures resulting in 3,758.18 lakh litres of water harvesting potential and an increase in irrigation potential across 1,942.2 hectares. Cumulatively 15,173.45 hectares were covered under water management initiatives and more than 48,781 farmers and community members have benefitted through water conservation. This includes a collaborative project undertaken with NABARD in Kadwa river basin, Igatpuri (Nashik District) which is a long term project aimed to ensure water security in the water scarce area. In total, 117 villages were covered across 7 states.

Employee Volunteering

Employee volunteering continues to be a vital component of your Company's CSR efforts. Through the Employee Social Options (Esops) and MySeva platforms, the Company's employees contributed to various social causes including blood donation drives, tree plantation, cleanliness drives, health check-up camps, supported government schools, and diverse community engagement activities. The Mahindra Group employees invested 3,82,405 person hours through the Esops Platform (Company organized), and 1,28,282 person hours were contributed through MySeva (individual social responsibility). Your Company's employees contributed 69,471 person hours towards a variety of social causes, of which 69,267 person hours were invested through Esops and 204 person hours were contributed through MySeva. The third edition of Mahindra Volunteering Day was held on 5^th December, 2024, wherein 37,357 enthusiastic volunteers contributed 1,14,996 person hours in various activities.

During the last Financial Year, your Company was humbled to receive the following awards for its contribution to society, further motivating to serve its communities.

1.    CII Sustainability award for 'CSR Domain Excellence' Category (December 2024)

2.    'One Decade Excellence in CSR Award' by Honourable Governor of Maharashtra (July 2024)

3.    ' Beyond Business Impact Award' by Population First for Project Nanhi Kali (March 2025)

4.    Mahatma Award for Gender Equality for Project Kaabil presented to Mahindra and Mahindra Limited and Centum Foundation (October 2024)

5.    Brandon Hall Group Gold Award for 'Best Corporate Outreach to Promote Diversity, Equity, Inclusion, and Belonging in Communities' Category for Project Employability Enhancement Training (EET)- Project Kaabil to Mahindra and Mahindra Limited and Centum Foundation (August 2024)

6.    'Best CSR Initiative' at ITOTY CSR Award for Project Jal Samriddhi to Swaraj Division (July 2024)

7.    ' Best CSR Initiative' at ITOTY CSR Award for Project SDC Mahindra to Mahindra Tractors (July 2024)

8.    CSR Times Award to Project Integrated Village Development to Swaraj Division (August 2024)

9.    Government of Rajasthan Bhamashah Award for Project Gyandeep to Farm Division Jaipur (September 2024)

10.    Government of Rajasthan Bhamashah Award for Project Gyandeep to Swaraj Division (September 2024)

CSR Policy

The Corporate Social Responsibility Committee had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) which was subsequently adopted by it and is being implemented by the Company. The CSR Policy including a brief overview of the projects or programs undertaken by the Company can be accessed in the Governance section of the website, the link of the same is https://www.mahindra.com/investor-relations/policies-and-documents.

CSR Committee

As mentioned in the previous year's Annual Report, the Board of Directors at its Meeting held on 18^th and 19^th March, 2024 re-constituted the Corporate Social Responsibility Committee (CSR Committee). Dr. Vishakha N. Desai ceased to be the Chairperson and Member of the Committee with effect from 1^st May, 2024, upon completion of her second term as an Independent Director of the Company and Mr. Vikram Singh

Mehta was inducted in her place as Chairman of the CSR Committee.

Further, the Board at its Meeting held on 16^th May, 2024, re-constituted the CSR Committee by inducting Ms. Padmasree Warrior, Independent Director as a Member with effect from 17^th May, 2024 and appointing Mr. Muthiah Murugappan, Member of the CSR Committee as the Chairman of the CSR Committee with effect from 8^th August, 2024 pursuant to cessation of Mr. Vikram Singh Mehta as an Independent Director of the Company and as Chairman and Member of the CSR Committee with effect from 8^th August, 2024.

The CSR Committee currently comprises of Mr. Muthiah Murugappan (Chairman), Mr. Anand G. Mahindra, Dr. Anish Shah, and Ms. Padmasree Warrior.

The Committee, inter alia, reviews and monitors the CSR as well as Business Responsibility and Sustainability activities.

During the year under review, your Company spent Rs. 152.36 crores on CSR activities. The amount equal to 2% of the average net profit for the past three financial years required to be spent on CSR activities was Rs. 152.23 crores. The Board has considered the Impact Assessment Reports at its meeting held on 5^th May, 2025. The detailed Annual Report on the CSR activities undertaken by your Company in the FY25 along with the Executive Summary for Impact Assessment Reports of the applicable projects, is annexed herewith and marked as Annexure VI.

The complete Impact Assessment Reports of the applicable projects can be accessed at the Web-link: https://www. mahindra.com/resources/FY25/AnnualReport.zip.

Sustainability

Sustainability continues to be a big focus area for the Company with the intent to integrate it as a part of the core business strategy. During the year under review, the 17^th Sustainability Report for the year FY24 was released. The Report was externally assured by DNV Business Assurance India Private Limited and prepared in accordance with the GRI (Global Reporting Initiative) Standards.

Your Company continues to focus on building 'Planet Positive' Mahindra businesses by focusing on three key pillars, namely greening ourselves, decarbonizing the industry and rejuvenating nature. Under the 1^st pillar of greening ourselves, the Company is working to reduce direct

environmental impact of its operations by increasing share of renewable energy, improving energy efficiency, focusing on water stewardship, and embedding material circularity principles and working to minimize waste generation and ensure no waste goes to landfill. Under decarbonising the industry, actions are being taken to offer green products and services such as a transition to electric vehicles and alternate fuel portfolio, while also enabling supply chain to follow environment friendly practices and even working on areas like end of vehicle recycling. Beyond the industry boundary, to rejuvenate nature and create positive social impact, the Company aims in driving sustainable farming practices via its business and CSR programs and is investing to ensure biodiversity protection and restoration. All group companies have set prepared plans related to the 'Planet Positive' framework. The targets have also been reviewed in Group Sustainability Council chaired by Dr. Anish Shah, Group CEO and Managing Director.

The Company also continues to lead on ESG reporting and disclosure. The Company has done detailed ESG disclosure under Dow Jones Sustainability Index (DJSI) reporting framework, Carbon Disclosure Project (CDP), World Economic Forum's (WEF) stakeholder capitalism metrics to name a few.

Your Company has continued to drive advocacy towards climate action at both national and international forums via deep engagement with global and domestic climate organisations, industry association and government engagement. The Company is also committed to Science Based Target, an initiative to restrict average global temperature rise in alignment with Paris Climate Change Agreement. The Group is committed to become Carbon Neutral by 2040 or sooner. The Sustainability performance of your Company for the FY25 will be elaborated in detail in the GRI Report which is under preparation and will be ready for release shortly.

Your Company was also recognized for its leadership position in sustainability, during the year under review:

• The Company achieved Leadership Status in the #DJSI World Index 2024 for the Automobile Industry, also becoming the 1^st Indian 'Auto' Company to enter World Index for 4 consecutive years, 1/7 auto companies globally part of World Index. It was also included in S&P Global Sustainability Yearbook 2025.

•    A reputed global agency 'Globescan' acknowledged the Company as one of the leading organizations in APAC region for seamlessly integrating sustainability into the business strategy.

•    The Company was honoured in the inaugural edition of TIME's World's Most Sustainable Companies 2024 list. This recognition spans 30 countries, with over 5,000 companies assessed.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure VII and forms part of this Report.

N. SECRETARIAL Share Capital

During the year under review, the Authorised Share Capital of the Company stood increased to Rs. 15,459.50 crores divided into 27,86,90,00,000 Ordinary (Equity) Shares of Rs. 5 each and 25,00,000 Unclassified shares of Rs. 100 each and 150,00,00,000 Preference Shares of Rs. 10 each, pursuant to Scheme of Merger by Absorption of Mahindra Heavy Engines Limited and Mahindra Two Wheelers Limited and Trringo.com Limited, wholly owned subsidiaries of the Company, with the Company and their respective shareholders becoming effective from 6^th June, 2024.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 621.76 crores divided into 124,35,28,831 Ordinary (Equity) shares of Rs. 5 each. There was no change in the issued, subscribed and paid-up Share Capital of the Company during the year under review.

Compliance with the provisions of Secretarial Standard 1 and Secretarial Standard 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively, have been duly complied by your Company.

Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return is placed on the website of the Company and can be accessed at the Web-link https://www.mahindra.com/ resources/FY25/AnnualReport.zip.

0.    POLICIES

The details of the Key Policies adopted by the Company are mentioned at Annexure VIII to the Board's Report.

P.    PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016)

There is one proceeding initiated / pending against your Company under the Insolvency and Bankruptcy Code, 2016 which does not materially impact the business of the Company. The Company is contesting the matter based on merits.

Q.    GENERAL

Neither the Managing Director nor the Executive Director received any remuneration or commission from any of the subsidiaries of your Company.

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions / events on these items during the year under review:

1.    Issue of equity shares with differential rights as to dividend, voting or otherwise.

2.    Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save

and except Employees Stock Option Schemes (ESOS) referred to in this Report.

3.    Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company's operation in future.

4.    Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

5.    There has been no change in the nature of business of your Company.

6.    The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable.

7.    There was no revision of financial statements and Board's Report of the Company during the year under review.