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MAHINDRA & MAHINDRA LTD.

15 July 2024 | 01:09

Industry >> Auto - Cars & Jeeps

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ISIN No INE101A01026 BSE Code / NSE Code 500520 / M&M Book Value (Rs.) 530.40 Face Value 5.00
Bookclosure 31/07/2024 52Week High 3014 EPS 90.62 P/E 30.03
Market Cap. 338407.72 Cr. 52Week Low 1416 P/BV / Div Yield (%) 5.13 / 0.78 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2024-03 

The Directors present their Report together with the Audited Financial Statements of your Company for the year ended 31st March, 2024.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

(Rs. in crores)

 

Standalone

Consolidated

Particulars

   

2024

2023

Revenue from Operations...........

98,763.42

84,960.26

1,38,279.30

1,21,268.55

Income from investment related to subsidiaries, associates and joint ventures...

2,456.00

1,684.37

798.97

93.41

Other income.......................................

1,938.43

923.71

2,176.42

1,166.95

Profit before Depreciation, Finance Costs, Exceptional items, Share of profit of associates and joint ventures and Taxation.........................................

17,060.59

12,987.56

27,068.35

21,491.78

Less: Depreciation, Amortisation and Impairment Expenses...........

3,438.85

3,154.46

4,723.78

4,356.81

Profit before Finance Costs, Exceptional items, Share of profit of associates and joint ventures and Taxation...................

13,621.74

9,833.10

22,344.57

17,134.97

Less: Finance Costs..........................

138.77

272.78

7,488.21

5,829.70

Profit before Exceptional items, Share of profit of associates and joint ventures and Taxation

13,482.97

9,560.32

14,856.36

11,305.27

Add: Share of profit of associates and joint ventures...

-

 

1,121.43

1,505.44

Profit before Exceptional items and Taxation.........................................

13,482.97

9,560.32

15,977.79

12,810.71

Add: Exceptional items..................

-

(1,429.54)

-

1,249.52

Profit before Taxation....................

13,482.97

8,130.78

15,977.79

14,060.23

Less: Tax Expense.............................

2,765.17

1,582.14

3,707.97

2,685.75

Profit for the year............................

10,717.80

6,548.64

12,269.82

11,374.48

Profit/(Loss) for the year attributable to :

       

Owners of the Company..............

10,717.80

6,548.64

11,268.64

10,281.50

Non-controlling interest..............

-

-

1,001.18

1,092.98

Balance of profit for earlier years...........................................................

37,478.03

32,450.64

48,187.61

39,174.21

Profits available for appropriation........................................

48,195.83

38,999.28

59,456.25

49,455.71

Less: Dividend Paid on Equity Shares........................................................

2,020.73

1,435.89

1,810.14

1,284.77

Add: Other adjustment to retained earnings$.............................

134.03

(85.36)

71.75

16.67

Balance carried forward...............

46,309.13

37,478.03

57,717.86

48,187.61

$ 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.

Financial Year 2024 witnessed demand resilience regardless of tightening financial conditions, simmering geo-political risks and adverse weather patterns.

For instance, the US Federal Reserve increased policy rates to the highest level in over two decades, but elevated Government spending supported tight labour market conditions. Hot wars near the Black Sea, the Red Sea and the Gaza strip pushed up trading costs, however this came against a backdrop of low input cost pressures brought about by improving supply chain conditions and expectations of weak global growth. Finally, El Nino conditions led to deficient rains in India impacting rural incomes which were partly offset by stronger construction activity. In this midst, aggressive output curbs announced by OPEC pushed up crude oil prices close to USD 100/bbl during the year; fortunately, higher supply from the Americas brought temporary respite to fuel costs.

As a result of countervailing factors, demand momentum and consumer sentiment were stronger than expected resulting in central banks tightening financing conditions even further and pushing policy rate cut expectations deeper into Financial Year 2025.

In India, the growth push came from stronger services exports, leveraged consumption from wealthier households and public infrastructure capex. India's real GDP grew at over 8% during the last three quarters of Calendar Year 2023. The ongoing revival in private sector project announcements portends sustained momentum in job creation going into Financial Year 2025.

The Profit for the year before Depreciation, Finance Costs, Exceptional items and Taxation recorded an increase of 31.36% at Rs. 17,060.59 crores as against Rs. 12,987.56 crores in the previous year. Profit after tax increased by 63.66% at Rs. 10,717.80 crores as against Rs. 6,548.64 crores in the previous year.

Your Company remains committed to its extensive cost restructuring initiatives and efficiency enhancements, yielding substantial savings. By maintaining a sharp focus on cost controls, streamlining processes, and introducing innovative products that consistently surpass customer expectations, your Company sustains profitable growth despite the current economic conditions.

Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at Rs. 89.42 for the Financial Year ended 31st March, 2024 as against Rs. 54.70 for the Financial Year ended 31st March, 2023 and Diluted EPS stood at Rs. 89.08 as against Rs. 54.49 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 the Financial Year 2023-24 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 8,24,939 vehicles (7,46,833 four-wheelers and 78,106 three-wheelers) as against a total of 6,98,456 vehicles (6,39,374 four-wheelers and 59,082 three-wheelers) in the previous year, registering a growth of 18.1%.

In the domestic market, your Company sold a total of 8,00,276 vehicles as compared to 6,66,349 vehicles in the previous year, resulting in a growth of 20.1%.

In the Passenger Vehicle (PV) segment, your Company sold 4,59,877 vehicles [including 4,59,864 Utility Vehicles (UVs) and 13 Vans] as compared to the previous year's volume of 3,59,253 vehicles [including 3,56,961 Utility Vehicles (UVs), 2,078 Vans and 214 Cars] registering a growth of 28%.

In the Commercial Vehicle (CV) segment, your Company sold 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-12T GVW segment, 6,146 Heavy Commercial Vehicles (HCVs) and 3,341 LCV Passenger] registering a growth of 5.7% over the previous year's volumes of 2,48,576 vehicles [including 40,419 vehicles <2T GVW, 1,98,121 vehicles between 2-3.5T GVW, 1,959 LCVs in the 3.5T-7.5T segment, 1,657 vehicles in the 7.5-12T GVW segment, 4,742 HCVs and 1,678 LCV Passenger].

In the three-wheeler segment, your Company sold 77,589 three-wheelers in the domestic market, registering a growth of 32.6% over the previous year's volume of 58,520 three-wheelers.

For the year under review, the Indian automotive industry (except 2W) grew by 10.1%, with the PV industry growth of 8.4% and CV industry growth of 0.6%. The UV segment

showed growth of 25.8%. Within the CV industry, the LCV goods <7.5T segment de-grew by 2.9% while the Medium and Heavy Commercial Vehicles (MHCV) Goods Segment de-grew by 0.2%.

Your Company's UV volumes stood at 4,59,864 units, a growth of 28.8%. The UV market share for your Company stood at 18.2%. Scorpio, Thar, XUV700 and Bolero continued to be strong brands for your Company in the UV segment.

In the LCV<7.5T segment, your Company retained its No. 1 position with 46.3% Market Share. Your Company sold a total of 2,51,505 vehicles in this segment, which is a growth of 4.6% over the previous year.

In the MHCV Goods Segment, your Company sold 7,964 trucks as against 6,399 trucks in the previous year. This is a growth of 24.5%. Your Company's market share in the MHCV segment stands at 2.5%.

Your Company is the pioneer for Electric Vehicles (EVs) in India, and for the year under review, in the electric three-wheeler segment, your Company sold 66,190 vehicles as against 43,693 vehicles in the previous year, with a growth of 51.5%. In the electric four-wheeler segment, your Company sold 8,025 vehicles as against 2,416 vehicles in the previous year.

During the year under review, your Company posted an export volume of 24,663 vehicles as against the previous year's exports of 32,107 vehicles representing a de-growth of 23.2%.

The sales of spare parts for the year stood at Rs. 4,288.40 crores (including exports of Rs. 310.3 crores) as compared to Rs. 3,824.26 crores (including exports of Rs. 396.51 crores) in the previous year, registering a growth of 12.1%.

* The figures include sales made by subsidiary Mahindra Last Mile Mobility Limited with effect from 1st September, 2023.

Farm Equipment Sector

Your Company's Farm Equipment Sector recorded total sales of 3,78,386 tractors (domestic + export) as against 4,07,545 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 8,75,724 tractors, a de-growth of 7.4%. Tractor Industry recorded de-growth in Financial Year 2024 on account of erratic monsoon due to El Nino, lesser water availability and high base of FY23. Southern and Western states continue to face severe stress. Shift of Chaitra Navratri from March to April has also contributed in significant industry drop.

In the domestic market, your Company sold 3,64,526 Tractors, as compared to 3,89,531 Tractors in the previous year (these figures include tractors sold by Gromax Agri Equipment Limited), recording a de-growth of 6.4%. It is the 2nd highest ever volume sold by your Company. With a market share at 41.6%, a gain of 0.4% over previous year, your Company remains the Market Leader for the 41st consecutive year.

Your Company has launched next generation product platforms in FY 24 like Mahindra OJA, Swaraj 'Target' and 'Naya Swaraj', all of which have significantly contributed to a good performance.

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 13,860 tractors which is a de-growth of 23.1% over the previous year. Overall exports are under pressure due to global slow down.

Net Sales of Spare parts for the Financial Year 2024 stood at Rs. 1,121.2 crores (including exports of Rs. 105 crores) as compared to Rs. 1,070.5 crores (including exports of Rs. 97.4 crores) in the previous Financial Year 2023, registering a growth of 4.7%.

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

Other Businesses

Powerol

Mahindra Powerol has been significantly ruling the power back-up industry from last 20+ years. Your Company is at No. 2 position in overall Power generation market by volume.

Mahindra Powerol is spread across 300+ sales and service centres nationwide with over 12 overseas locations. In alignment with this strategy, Powerol's unique business model evenly allocates revenue between product sales and services, with each accounting for 50%. In addition to Telecom, Powerol has also been focusing on increasing the retail market share by HkVA range extensions. With the successful launch of CPCB4+ gensets, your Company has already sold more than 500 units in the market so far.

Powerol's focus on green energy, has also initiated EV charger business for home charger installations. It has already installed over 5,000 chargers nationwide. Accompanied with this, Powerol is also into Energy Storage Solutions segments through Li-ion batteries.

Construction Equipment

For the year under review, your Company (under the Mahindra Earth Master brand) sold 1,118 Backhoe Loaders (BHLs), a 13% increase as against 989 sold in the previous year. Your Company also has a presence in the Road Construction Equipment Business through motor graders (under the Mahindra RoadMaster brand).

For the year under review, your Company sold 306 motor graders, a 62.7% increase as against 188 sold in the previous year. Your Company also has a presence in the Sugar Cane Haulage Market (under the Mahindra HaulMaster brand) in the export market. The BHL industry grew by 22% and the motor grader industry grew by 28% due to increased focus from the Government of India on infrastructure.

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 Financial Year 2019 and 2022 respectively. During Financial Year 2022-23, '42 Bobber' was introduced and during Financial Year 2023-24, '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.

The volumes in domestic market for Financial Year 2023-24 got impacted with delays in launching improved products and subdued marketing spend. Exports volume fell owing to slowdown in the UK/European economies and the Russia-Ukraine conflicts, impacting demand sentiments. However, with tied-up funding for the next level of growth and new external investors coming on board, the focus for FY25 is on Product improvements, New launches, Dealer developments, Network expansion, Cost reductions, to grow the volumes and improve the margins multi-fold in FY25 and going forward.

Current Year's review

During the period 1st April, 2024 to 15th May, 2024, 93,296 vehicles were produced as against 82,438 vehicles and 90,395 vehicles were dispatched as against 79,043 vehicles during the corresponding period in the last year. During the same period 50,481 tractors were produced and 49,065 tractors dispatched as against 51,237 tractors produced and 49,249 tractors dispatched during the corresponding period in the previous year.

Global growth is holding up better than expected despite the simmering conflict in Russia-Ukraine, escalation of conflict in Israel-Palestine and non-state actors disrupting trade near the

Red Sea, which has pushed out policy rate cut expectations deeper into Financial Year 2025. Fortunately, improvement in supply chain conditions has lowered input cost pressures providing households some respite against rising cost of living.

In India, El Nino conditions have disrupted agricultural output, but lower input costs and higher construction activity is supporting rural income growth. The growth push in Financial Year 2024 came from services exports, leveraged consumption by wealthier households and public sector infrastructure spending. Continuation of leveraged consumption and an uptick in investments should support growth in Financial Year 2025, even as expectations of above normal monsoons improve agricultural incomes and lower inflation. The economy is benefiting from revival in corporate sector project announcements and improving consumer sentiment, which augurs well for job generation in Financial Year 2025. From the supply side, sustained improvement in growth is likely post general elections in India, led by financial services, manufacturing, and construction sectors.

Finance

Financial Year 2023-24 saw global geopolitics reaching a pivotal moment, with the tensions affecting international relations on every continent. The global economic recovery proved surprisingly resilient - inflation receded significantly in most major economies, recession was mostly avoided, supply chain disruption eased considerably, and labour markets remained historically tight. Global growth rose by an estimated 3.2% in 2023, up from 2.3% in 2022, largely due to resilience in the United States and several large emerging markets, coupled with more fiscal support in China. The International Monetary Fund ("IMF") forecasts the world economy to continue growing at 3.2% during 2024 and 2025, as well.

Decisive monetary policy actions by central banks around the world led to sharp disinflation process. Headline inflation fell to 6.8% in 2023 from a peak of 9.4% in 2022 and is set to fall further in 2024. However, the path of future rate cuts is not yet clear as commodity price spikes stemming from geopolitical tensions, including those from the war in Ukraine and the conflict in Middle East could, along with persistent core inflation, raise interest rate expectations. Financial market expectations of US policy rate reductions this year have been pared back significantly.

The US dollar (DXY) remained strong in the wake of resilient economic growth and hawkish Fed policy commentary. Global equity markets ended the financial year on a high with strongest performance since 2019, led by a bull run in major markets such as the US, India and Japan on the prospect

of monetary easing, robust profitability of large corporates and the anticipated productivity gains related to artificial intelligence. With Russia on sanctions, war in Middle East and production cuts by OPEC+, Crude prices remained volatile.

India seized global spotlight, emerging as the fastest growing major economy of the world in 2023-24 coupled with navigating diplomatic challenges with finesse. India's economic activity exhibited resilience with GDP growth for FY 2023-24 pegged at 7.6%, buoyed by strong domestic demand and backed by robust macroeconomic fundamentals.

The upturn in the investment cycle, broad-based revival in manufacturing and services sectors and Government's capex push aided growth. Consumer price inflation (CPI) dropped to 5.4% from 6.7% in previous year on account of base effect, normal monsoon and supply side interventions. The RBI Monetary Policy Committee kept the policy repo rate unchanged at 6.5% since its last rate hike in February

2023.    Bank credit growth remained robust with improving economic activity, increasing by 16.3% (y-o-y) as at March

2024.    Corporate Borrowing Costs generally hardened, amidst tightening of liquidity conditions.

The Indian Rupee largely remained rangebound, depreciating by 1.4% during the year, due to strong macroeconomic fundamentals and improvements in India's external position with the moderation in the current account deficit (CAD), revival of capital flows, and rising foreign exchange reserves. India's foreign exchange reserves hit a record high of US$ 645.6 billion on 29th March, 2024. Net FPI inflows at US$ 41.6 billion in 2023-24 were the highest since 2015-16.

Amidst the aforesaid backdrop, the Bankers continue to rate your Company as a prime customer and extend facilities/ services at prime rates. Your Company follows a prudent financial policy and aims not to exceed an optimum financial gearing at any time. The Company's Gross Debt to Equity Ratio is 0.03 as at 31st March, 2024. Further, your Company continued to focus on managing cash efficiently and ensured that it had adequate liquidity and back-up lines of credit. During the year, your Company raised short term trade finance of Rs. 650 crores under RBI's interest equalization scheme. Sufficient liquidity prompted pre-repayment of some of the long term borrowings. Further, during the year, your Company repaid/prepaid Rs. 3,712.16 crores of long-term borrowings whilst maintaining an optimum liquidity level of Rs. 16,469 crores as at 31st March, 2024.

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 rating indicates the 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 specified under Securities and Exchange Board of India ("SEBI") Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 10th August, 2021, as amended from time to time. The Company has complied with the provisions of the said Circular and has made required disclosures in this regard.

Redemption of Non-Convertible Debentures

As mentioned in the previous Annual Report, during the year under review, your Company has fully redeemed the following Unsecured Listed, Rated Redeemable Non-Convertible Debentures ("NCDs") issued on private placement basis on the due dates or as per the respective terms of issue:

Particulars of NCDs

ISIN

Amount (in Rs.)

Issue date

Date of Redemption

M&M 6.65% -10,000 Debentures of Rs. 10,00,000 each

INE101A08096

1,000

crores

20th April, 2020

20th April, 2023 (Redeemed upon Maturity as per the terms of the issue)

M&M 6.78% -10,000 Debentures of Rs. 10,00,000 each

INE101A08104

1,000

crores

24th April, 2020

24th April, 2023 (Redeemed upon Maturity as per the terms of the issue)

M&M 6.19% -500 Debentures of Rs. 10,00,000 each

INE101A08112

500

crores

8th June, 2020

8th June, 2023 (redeemed prior to Maturity pursuant to Put Option exercised by all the Debenture holders to redeem the NCDs as per the terms of the issue.)

Investor Relations (IR)

Your Company always believes in striving hard to achieve excellence and leading from the front with adhering to best practices in IR while maintaining a relationship of trust with investors and analysts.

In the Financial Year 2024, your Company increased its interaction with investors through various conferences and conducted inperson individual, group, video and audio conference calls. The leadership, including the Managing Director and Chief Executive Officer, ED & CEO - Auto & Farm Sector, Group CFO and Head Group Strategy spent significant time interacting with investors to communicate the strategic direction for the business, capital allocation policy, plan for scaling up growth gems, various ESG activities undertaken by the Group and addressing investor/ analyst queries and concerns.

During the year, your Company interacted with more than 1,000 Indian and Foreign investors and analysts (excluding quarterly earnings calls, analyst meets and specific event related meets). All events hosted in the Financial Year 2024 including quarterly earnings calls, analyst meets, product launch events, etc. were well attended by investors and analysts.

Your Company ensures that critical information about the Company is available to all the investors by uploading all such information on the Company's website.

Dividend

As per the Dividend Distribution Policy, dividend payout would have to be determined based on available financial resources, investment requirements and taking into account optimal shareholder return. Within these parameters, the Company would endeavour to maintain a total dividend pay-out ratio in the range of 20% to 35% of the annual standalone Profits after Tax (PAT) of the Company.

Your Directors, considering the good performance and a strong cash flow, decided to recommend a Dividend of Rs. 21.10 (422%) per Ordinary (Equity) Share of the face value of Rs. 5 each out of the Profits for the Financial Year ended 31st March, 2024.

The Equity Dividend Outgo for the Financial Year 2023-24 would absorb a sum of Rs. 2,623.85 crores resulting in a payout of 24.48% of the standalone net profit of the Company for the Financial Year 2023-24 [as against Rs. 2,020.73 crores comprising the dividend of Rs. 16.25 per Ordinary (Equity) Share of the face value of Rs. 5 each resulting in a payout of 25.33% for the previous year]. Dividend will be payable subject to approval of Members at the ensuing Annual General Meeting and deduction of tax at source to those Shareholders whose names appear in the Register of Members as on the Book Closure Date. The Board of your Company decided not to transfer any amount to the General Reserve for the year under review.

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 following Web-link:    https://www.mahindra.com/investor-relations/policies-

and-documents.

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 form part of this Annual Report. The Consolidated Financial Statements presented by the Company include the financial results of its subsidiaries, associates and joint ventures.

The Consolidated Revenue from operations is Rs. 1,38,279 crores in the current year as compared to Rs. 1,21,269 crores in the previous year, registering an increase of 14%.

The consolidated profit before exceptional items, share of profit of associates and joint ventures and tax for the year is Rs. 14,856 crores as against Rs. 11,305 crores in the previous year, registering an increase of 31.4%. The consolidated profit after tax after non-controlling interest and exceptional items for the year is Rs. 11,269 crores as against Rs. 10,282 crores in the previous year, registering an increase of 9.6%.

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/FY24/ AnnualReport.zip.

Subsidiaries, Joint Ventures 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. 51,996 crores in the current year as compared to Rs. 53,290 crores in the previous year, registering a decrease of 2.4%. Its consolidated profit after tax after non-controlling interests

is Rs. 2,358 crores as compared to Rs. 4,831 crores in the previous year, registering a decrease of 51.2%.

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. 15,797 crores during the current year as compared to Rs. 12,700 crores in the previous year, registering an increase of 24.4%. The consolidated profit after tax after non-controlling interests for the year is Rs. 1,933 crores as compared to Rs. 2,072 crores in the previous year, registering a decrease of 6.7%.

Mahindra Lifespace Developers Limited, a listed subsidiary in the business of real estate and infrastructure, reported a consolidated operating revenue of Rs. 212 crores as compared to Rs. 607 crores in the previous year, registering a decrease of 65.1%. The consolidated profit after tax after non-controlling interest for the year is Rs. 98 crores as compared to Rs. 101 crores in the previous year, registering a decrease of 3%.

Mahindra Holidays & Resorts India Limited, a listed subsidiary in the business of timeshare, registered a consolidated operating revenue of Rs. 2,705 crores as compared to Rs. 2,517 crores in the previous year, registering an increase of 7.5%. The consolidated profit after tax after non-controlling interests for the year is Rs. 116 crores as compared to Rs. 115 crores in the previous year, registering an increase of 0.9%.

Mahindra Logistics Limited, a listed subsidiary in the logistics business, reported a consolidated operating revenue of Rs. 5,506 crores as compared to Rs. 5,128 crores in the previous year registering an increase of 7.4%. The consolidated loss after tax after non-controlling interests for the year is Rs. 55 crores as compared to a profit of Rs. 26 crores in the previous year, registering a decrease of 311.5%.

Swaraj Engines Limited, a listed subsidiary in the business of manufacturing of Diesel Engines and its components, reported operating revenue of Rs. 1,419 crores as compared to Rs. 1,422 crores in the previous year registering a decrease of 0.2%. The profit after tax for the year is Rs. 138 crores as compared to Rs. 134 crores in the previous year, registering an increase of 3%.

During the year under review, Mahindra Last Mile Mobility Limited, Illuminate Hybren Private Limited (formerly known as Icarus Hybren Private Limited), Hazel Hybren Private Limited, Gelos Solren Private Limited, Furies Solren Private Limited, Kyros Hybren Private Limited, Jade Hybren Private Limited,

Layer Hybren Private Limited, Migos Hybren Private Limited and ZipZap Logistics Private Limited have become Subsidiaries of your Company.

During the year under review, MSPL International DMCC, Gipps Aero Pty Ltd, GA8 Airvan Pty Ltd, GA200 Pty Ltd, Nomad TC Pty Ltd, Airvan 10 Pty Ltd, Airvan Flight Services Pty Ltd, Megasolis Renewables Private Limited (formerly known as Mahindra Renewables Private Limited), Mega Suryaurja Private Limited, Astra Solren Private Limited, Neo Solren Private limited, Brightsolar Renewable Energy Private Limited, Emergent Solren Private Limited, Mahindra Mexico S. de. R. L., V-Link Automotive Services Private Limited, V-Link Fleet Solutions Private Limited and Kiinteisto Oy Vierumaen Kaari have ceased to be subsidiaries of your Company.

Further, Mahindra Waste To Energy Solutions Limited ceased to be a wholly owned subsidiary of your Company and became an Associate of your Company during the year under review. Subsequently, name of Mahindra Waste To Energy Solutions Limited has been changed to Blue Planet Integrated Waste Solutions Limited.

Subsequent to year end, Mahindra North American Technical Centre, Inc has been merged with Mahindra Automotive North America Inc. and ceased to be a subsidiary of your Company.

Subsequent to year end, Neon Hybren Private Limited, Orion Hybren Private Limited, Pulse Hybren Private Limited, Quest Hybren Private Limited became subsidiaries of your Company.

During the year under review, Sanyo Special Steel Manufacturing India Private Limited, CIE Automotive India Limited (formerly known as Mahindra CIE Automotive Limited) and Zoomcar Inc. have ceased to be Associates of your Company.

Further, during the year, Icarus Hybren Private Limited has changed its name to Illuminate Hybren Private Limited.

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

Mahindra Electric Automobile Limited

During the year, your Company entered into a Securities Subscription and Shareholders' Agreement with Jongsong Investments Pte Ltd ("Temasek") and Mahindra Electric Automobile Limited ("MEAL"). Pursuant to the above, Temasek agreed to invest Rs. 1,200 crores in MEAL in one or more tranches in the form of Compulsory Convertible Preference Shares ("CCPS") at a valuation of upto Rs. 80,580 crores, resulting in an ownership in the range of 1.49% to 2.97% for Temasek in MEAL. The said investment also envisages Temasek subscribing to 100 Equity Shares in MEAL. Part of the investment by Temasek in CCPS of MEAL was completed during the year.

Further, as indicated in the previous year's Annual Report, on 26th September, 2023, 100 Equity Shares of MEAL of face value of Rs. 10 per share were allotted to British International Investment Plc ("BII") at a premium of Rs. 4.50 per share, for an aggregate cash consideration of Rs. 1,450.

Consequently, MEAL ceased to be a Wholly Owned Subsidiary of the Company but continues to be a subsidiary of the Company. Besides the 100 Equity Shares as mentioned above, BII and BII India EV LLP, a BII related party ("BII India") also hold 1,20,00,000 Compulsorily Convertible Preference Shares (CCPS) of Rs. 1,000 each.

Induction of Financial Partners in the Last Mile Mobility Business

During the year, Mahindra Last Mile Mobility Limited ("MLMML") was incorporated as a wholly owned subsidiary of the Company. Subsequently, the Company entered into an Asset Transfer Agreement and a Business Transfer Agreement with MLMML, for transfer of identified Assets and Business pertaining to the Last Mile Mobility Business of the Company to MLMML.

The Company invested an amount of Rs. 860 Crores by way of Subscription to a Rights Issue of Equity Shares of MLMML, the proceeds of which were also utilized towards discharge of consideration for the Asset Transfer and Business Transfer from the Company.

Pursuant to the Subscription Agreement and Shareholders Agreement entered into by the Company with International Finance Corporation ("IFC") on 22nd March, 2023, IFC agreed to invest upto Rs. 600 Crores in CCPS of the newly formed company i.e. MLMML, in one or more tranches.

Accordingly, during the year, IFC was allotted 30,00,000 CCPS of MLMML, for an aggregate consideration of Rs. 300 crores. Consequent to the above, MLMML ceased to be a wholly owned subsidiary of the Company with effect from 9th October, 2023, while it continues to be a subsidiary of the Company.

The Company also entered into an Amended and Restated Shareholders' Agreement and a Subscription Agreement on 11th January, 2024, with India Japan Fund ("IJF"), a fund managed by National Investment and Infrastructure Fund Limited ("NIIF"), whereby IJF agreed to invest Rs. 400 crores in CCPS of MLMML, at a valuation of upto Rs. 6,600 crores, in one or more tranches. During the year, IJF was allotted 20,00,000 CCPS of MLMML, for an aggregate consideration of Rs. 200 crores.

Strategic Partnership in Renewables Business and Listing of Infrastructure Investment Trust (InvIT)

In furtherance of your Company's partnership with Ontario Teachers' Pension Plan Board ("OTPP"), 2452991 Ontario Limited ("2OL"), a wholly owned subsidiary of OTPP, exercised its option to increase its stake by 9.99% in Mahindra Susten Private Limited ("MSPL") and in Emergent Solren Private Limited ("ESPL"), by entering into a Share Purchase Agreement with Mahindra Holdings Limited ("MHL"), a wholly owned subsidiary of your Company. Consequent to this transaction, MHL holds 60.01% stake and 2OL holds 39.99% stake in MSPL and ESPL.

As part of the partnership with OTPP, it was also envisaged to form an InvIT to unlock value in the Renewable Energy Sector through a series of transactions during the year.

First, the undertaking pertaining to Solar Power Business

i.e. two solar projects in MSPL aggregating to ~360 MWp portfolio, was demerged into Emergent Solren Private Limited ("ESPL") by way of a Scheme of Arrangement, sanctioned by the Mumbai Bench of the National Company Law Tribunal ("NCLT"), between MSPL, ESPL, and their respective shareholders and creditors ("the Scheme"). The Scheme was sanctioned by NCLT with the Appointed Date as the Effective Date i.e. 1st September, 2023.

Subsequent to the demerger, to meet regulatory compliance requirements, your Company acquired 58,64,835 Equity Shares of ESPL from MHL, constituting 60.01% of the paid-up equity share capital of ESPL.

During the year, Sustainable Energy Infra Trust ("SEIT") was registered as an InvIT with SEBI, with MSPL and 2726522 Ontario Limited, a wholly owned subsidiary of OTPP ("Ontario") as the Co-Sponsors, and Sustainable Energy Infra Investment Managers Private Limited ("IM") was incorporated as the Investment Manager to SEIT.

Further, your Company and MSPL executed Share Purchase Agreements with IM, SEIT, Axis Trustee Services Limited (Trustee to SEIT), 2OL and ESPL, and subsequently sold their entire stakes in ESPL, Megasolis Renewables Private Limited ("MRPL") (including its subsidiaries Astra Solren Private Limited, Neo Solren Private Limited and Bright Solar Renewable Energy Private Limited, hereinafter referred to as "MRPL Subsidiaries") and Mega Suryaurja Private Limited ("MSUPL") to SEIT. In consideration, SEIT allotted its units to your Company and MSPL. Consequent to the sale, ESPL, MSUPL, MRPL and MRPL Subsidiaries ceased to be subsidiaries of your Company and consequent to the unit allotment, your Company and MSPL held 15.7% and 73.9% stake in SEIT respectively, prior to the Initial Offer to domestic and foreign institutional investors.

As part of the Initial Offer through Private Placement of units of SEIT by way of Offer for Sale of INR 8,978 Million by MSPL and a Primary Issue, the pre-offer stake held by your Company and MSPL in SEIT was diluted to 10.5% and 15% respectively post-offer. The Offer was subscribed by marquee global and Indian investors, including OTPP and Asian Infrastructure Investment Bank (AIIB).

By way of these transactions, your Company, in partnership with OTPP, set up, co-sponsored and listed India's largest pureplay renewable energy InvIT to focus on the growth of the renewable energy sector in India at scale.

Induction of OTPP, the Financial Partner in Mahindra Teqo Private Limited

During the year, Mahindra Teqo Private Limited ("MTPL"), wholly owned subsidiary of Mahindra Sustainable Energy Private Limited ("MSEPL", formerly known as Mahindra Telecom Energy Management Services Private Limited), which is a wholly owned subsidiary of the Company, entered into a Share Subscription Agreement ("SSA") with 2726522 Ontario Limited ("Ontario"), a wholly owned subsidiary of OTPP and Shareholders Agreement ("SHA") with Ontario and MSEPL.

Pursuant to the SSA, Ontario subscribed to 25,000 Equity Shares of MTPL for a consideration of Rs. 35 crores representing 20% of the post-issue capital of MTPL. The primary investment in MTPL enables value unlocking and scaling up of MTPL, which is in the operation and asset management business of renewable energy assets.

Induction of New Investors and fund raise by Existing Shareholders in Classic Legends Private Limited

During the year, Classic Legends Private Limited ("CLPL"), a subsidiary of the Company, executed Securities Subscription Agreement and Amended & Restated Shareholders' Agreement ("Agreements") with the Company, Existing Shareholders of CLPL and New Investors, setting out the terms and conditions of proposed investment of Rs. 875 crores in CLPL.

The proposed investment will be made by way of subscription to CCPS and Equity Shares of CLPL, out of which the Company has agreed to invest Rs. 525 crores and the balance Rs. 350 crores will be invested by Existing Shareholders and New Investors in tranches over the next 2-3 years as per the terms and conditions stipulated in the Agreements.

CLPL will use the proposed investment of Rs. 875 crores to build a strong business that leverages the strengths of your Company and its partners. Part of the proposed investment was completed during the financial year.

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 4th August, 2023, subject to requisite approvals/consents, approved 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 ("Scheme") under sections 230 to 232 and other applicable provisions of the Companies Act, 2013, with the Appointed Date of the Scheme as 1st 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. On completion of the merger, entire assets and liabilities of MHEL, MTWL and TCL would be transferred to and recorded by the Company at their carrying values. Additionally, no shares of the Company shall be allotted in lieu or exchange of the holding of the Company in MHEL,

MTWL and TCL (held directly and jointly with the nominee shareholders) and accordingly, equity shares held in MHEL, MTWL and TCL shall stand cancelled on the Effective Date without any further act, instrument or deed.

The NCLT has pronounced an Order on 7th May, 2024 allowing the Scheme and a certified copy of the Order was received on 15th May, 2024.

Acquisition of stake in RBL Bank Limited

During the year, your Company acquired 2,11,43,000 equity shares of RBL Bank Limited ("RBL") representing 3.53% of the paid-up share capital of RBL, at a consideration of approximately Rs. 417 crores.

Divestment of Stake in Gipps Aero Pty Limited and other subsidiaries of Mahindra Aerospace Australia Pty Limited

During the year, Mahindra Aerospace Australia Pty Limited ("MAAPL"), a wholly owned subsidiary of Mahindra Aerospace Private Limited ("MAPL") and a step down subsidiary of your Company, has sold its entire stake in Gipps Aero Pty Ltd, GA8 Airvan Pty Ltd, GA200 Pty Ltd, Nomad TC Pty Ltd, Airvan 10 Pty Ltd and Airvan Flight Services Pty Ltd, wholly owned subsidiaries of MAAPL (collectively referred to as "MAAPL Subsidiaries") to Mr. George Morgan, former founder of Gippsland Aeronautics Pty Ltd. and a Director on the Board of MAAPL Subsidiaries. Following the completion of the aforementioned sale, MAAPL subsidiaries have ceased to be the subsidiaries of MAAPL and that of MAPL and your Company.

Divestment of Stake in Mahindra Marine Private Limited

During the year, the trustees of Sunrise Initiatives ("Sunrise Trust") agreed to sell its entire stake in Mahindra Marine Private Limited ("MMPL") i.e. 81.58% of the Paid-Up Equity Share Capital of MMPL to its JV Partner i.e. Ocean Blue Boating Private Limited ("Ocean Blue") and its nominee(s). Your Company is the sole beneficiary of Sunrise Trust and thus, MMPL was a subsidiary of the Company under the Indian Accounting Standards (IndAS) and consequent to the aforesaid sale, MMPL has ceased to be a subsidiary of the Company under IndAS with effect from 5th June, 2023. MMPL, being a non-core loss making subsidiary of the Company, Sunrise Trust evaluated various options to exit the business via sale or closure of the same. The option of sale to the existing JV Partner was found appropriate and most

feasible as the latter option of closure would have entailed further capital infusion in the business and as such, sale to the JV Partner was concluded.

Sale of stake held by the Company in Sanyo Special Steel Manufacturing India Private Limited (formerly known as Mahindra Sanyo Special Steel Private Limited)

As mentioned in the previous Annual Report, your Company during the year, sold its entire stake of 34,75,264 Equity Shares of Rs. 10 each in Sanyo Special Steel Manufacturing India Private Limited (formerly known as Mahindra Sanyo Special Steel Private Limited) (SSSMIPL) constituting 22.81% of the paid-up share capital of SSSMIPL pursuant to exercise of a Put Option available to the Company on Sanyo under the Shareholders' Agreement. Post this sale, SSSMIPL has ceased to be an Associate of the Company.

Sale of stake held by the Company in CIE Automotive India Limited (formerly known as Mahindra CIE Automotive Limited)

As mentioned in the previous Annual Report, your Company during the year, sold its entire stake of 1,21,22,068 Equity Shares of Rs. 10 each in CIE Automotive India Limited (formerly known as Mahindra CIE Automotive Limited) (CIE India) constituting 3.195% of the paid-up share capital of CIE India. Post this sale, the Company does not have any equity interest in CIE India and has ceased to be a Promoter of CIE India.

Sale of stake held by the Company in Blue Planet Integrated Waste Solutions Limited (formerly known as Mahindra Waste To Energy Solutions Limited)

As mentioned in the previous Annual Report, your Company during the year sold 2,40,00,000 Equity Shares of Rs. 10 each in Blue Planet Integrated Waste Solutions Limited (formerly known as Mahindra Waste To Energy Solutions Limited) (BPIWSL) constituting 80% of the paid-up share capital of BPIWSL to Blue Planet Environmental Solutions Pte Ltd (BPES). Following the sale, the Company's holding in BPIWSL has reduced to 20% and BPIWSL ceased to be a subsidiary of the Company and has become an Associate.

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 were 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.

In response to a cyber-attack on 16th March, 2024, the Company took swift action to mitigate the impact and restore affected systems. The Company investigated the matter of cyber attack and concluded that there is no significant impact on the operations and financial statements of the Company on account of this incident.

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 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 of and Dealing with Related Party Transactions and as required under SEBI Master Circular dated 11th July, 2023. 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) 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 76th Annual General Meeting (AGM) held on 5th August, 2022 until the conclusion of the 81st AGM of the Company to be held in the year 2027.

The Auditors' Report for FY 2023-24 is unmodified i.e. it does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Sachin Bhagwat, Practicing Company Secretary (Certificate of Practice Number: 6029) to undertake the Secretarial Audit of the Company.

The Company has annexed to this Board's Report as Annexure III, a Secretarial Audit Report for the Financial Year 2023-24 given by the Secretarial Auditor.

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

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2023-24 for all applicable compliances as per SEBI Regulations and Circulars / Guidelines issued thereunder. The Annual Secretarial Compliance Report duly signed by Mr. Sachin Bhagwat 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 31st March, 2024 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 Financial Year 2023-24.

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 Financial Year 2023-24.

The Board of Directors on the recommendation of the Audit Committee, appointed Messrs D. C. Dave & Co., Cost Accountants (Firm Registration Number 000611), as the Cost Auditors of the Company for the Financial Year 2024-25 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 43 to the Financial Statements.

I.    PUBLIC DEPOSITS AND LOANS / ADVANCES

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

All the deposits from public and shareholders had already matured as on 31st March, 2017. Out of these, 5 deposits aggregating Rs. 0.84 lakhs from the public and shareholders as on 31st March, 2024 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 Chief Executive Officer

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

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

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

(e)    Mr. Narayan Shankar - Company Secretary

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 Securities and Exchange Board of India (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 31st March, 2024 and as such the 2000 Scheme is no longer in force.

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/FY24/ AnnualReport.zip.

Particulars of Employees and related disclosures

The Company had 646 employees who were in receipt of remuneration of not less than Rs. 1,02,00,000 during the year ended 31st March, 2024 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/FY24/ 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, 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 Council is dedicated towards building a positive Work Culture, leading the design and implementation of these programs and review of its progress periodically.

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, Personal Presence 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 viz: automation of Training Portal to enable self-paced learning during this fast-paced work environment and manage punching to billing for contract Labours through integrated Contract Labour Management System (CLMS).

The Mahindra Skill Excellence initiative, a holistic approach to enhance the skill and capabilities of shop floor associates, is receiving good participation across manufacturing facilities. Total 3,032 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 11.1 ideas per person in the Financial Year 2024.

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 focussed 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 Financial Year 2023-24 and helped create a collaborative, healthy and productive work environment.

Safety, Occupational Health and Environment

Your Company has in place the Safety, Occupational Health & Environment (SOH&E) Policy. During the year under review, the Company started all external physical assessments along with Integrated Management System (IMS) certifications as per the following standards, ISO: 9001: 2015, ISO: 14001: 2015 & ISO: 45001: 2018, Re-certification of which is an ongoing process.

The management commitment towards SOH&E is demonstrated by adopting all relevant amendment updates (including all notifications published) and incorporating them in mCompliance portal. The Company implemented various initiatives by incorporating senior management periodic reviews. All new Emission Norms as specified by the Government were followed through revised notifications and guidelines complying to overall health and hygiene parameters. The overall manufacturing conditions and their status were assessed through periodic monitoring and measurement exercised by external authorized agencies.

At manufacturing locations, various annual events like Road Safety Week, National Safety Day / Month and Fire Service Week, Energy Conservation Week, Sustainability Day were celebrated.

The training programs were leveraged with new topics by introducing sustenance in safety with virtual reality (V.R.) programs for competency building which were deployed to train employees. VR dexterity training was implemented for welding, sealer, and paint applications. Critical attributes i.e., Learning Agility, Decision making, and Safety at Workplace training were completed.

Personal Presence training program for Associates, Skill Competitions, Self-Motivated Teams (SMT's) development, Basic Hygiene Sensitization Program for Females, Behavioral Based Training for all Associates, Mandatory Training Programs i.e. POSH, Human Rights, ABAC, Code of Conduct (COC) were covered.

In Safety, Health and Environment competency building followed by on-the-job training (OJT) were arranged for Associates through Mahindra skill excellence competitions, i.e. i-4 Rise to create value competitions, Mechatronics, Welding, Painting & CNC Machining, etc. training programs were arranged for Associates. Special focus is given on safety and fire safety by introducing assessment of 360 degree machine guarding supporting safety index.

The Company continues to focus on safety best practices, by conducting Safety observation tours (SoT), monthly themes on safety topics arising out of OHS risks. Horizontal deployment followed by immediate corrective actions (ICA) as well as permanent corrective actions (PCA) are implemented and reviewed by top management. There has been a reduction in the rate of overall Reportable and Non-Reportable Injuries over previous year. Further, Zero Fire incidence, First Aid cases Reduction were achieved in F24. Monthly theme-based Safety drives were initiated. All monthly themes were revised and were well participated which was appreciated by all Associates and officers. Safe Employee of the Month for Associates on shop was also recognised.

Vigorous drive to eliminate overall at-risk behaviours is conducted by exercising Behavior Based Safety (BBS) Level 2. In order to reduce fire risk, your Company introduced additional fire alarm and detection system in stores area for strengthening fire protection system to eliminate property losses. Monthly results were monitored by reviewing office fire (prevention and protection) systems. Fire load reduction is monitored by setting up revised targets and working towards sustenance of zero fire incidence across each manufacturing location in every Sector.

All locations are supported and protected by administrative control with the help of Auto glow signages and painting / marking.

Your Company has followed pattern defined by Central Safety Council (CSC) of Mahindra and Mahindra Group of Companies by establishing a Cross Functional Team (CFT). This year's focus was provided on significant high hazard non-routine activities in the assessment of The Mahindra Safety Way (TMSW). Total 25 parameters are assessed and evaluated stage-wise covering all Sectors for the Mahindra Group companies across all the plants. Upgraded plants which qualified with improved results were declared for rewards in the Mahindra Rise Awards function. A repeated virtual training program was arranged on the topic - "Fire Safety @ Home" on the occasion of Diwali festival for the employees of Mahindra Group Companies and

their families with an objective to create awareness among employees and their family regarding Fire, Fire hazards and associated Risks till its Mitigation process.

Your Company has maintained on-site, off-site plan and disaster management plan with adoption of change process, Gap audits are carried out for Risk evaluation of business and its critical designated license storage areas. These were audited by competent persons authorized by respective governing authorities for its applicable compliances. The Company has exercised Statutory Safety, Occupational Health and Environmental, Fire Safety, Electrical Safety Audits, Water Audit, FSSAI Audit under Food Testing under FSSI Act. During the year under review, your Company achieved substantial improvements in the percentage of results of Safety index and Fire Safety index by adopting new initiatives. There was a focused drive undertaken on critical processes and operations.

To eliminate and minimize the overall environmental impact in line with the "Environmental, Social and Governance" (ESG) practices, your Company has continuously implemented new projects. By revising the objectives, newer revised targets were taken. New techniques used in various projects have been implemented by your Company in achieving reduction in carbon emission, waste avoidance/minimization. Reduction in Carbon footprint by implementing new kaizens in energy conservation and improving share of renewable energy was achieved. Energy cost was saved through implementation of BLDC fan, standalone AC in Assembly lines, Esmart LED lights, etc.

The Company had put up a Heath and Wellness Stall on the occasion of the Founders Day. Awareness in the supplier community was created to encourage suppliers' consultation and participation in order to enable them to overcome current and future business risks.

During the year under review, your Company started reporting the implementation status under Extended Producer Responsibility Organizations (EPRO) with existing set targets established by Central Government i.e., Central Pollution Control Board by way of release of new list of commodities under Extended Producers' Responsibility (EPR) notifications on Plastic, Tyres and Batteries. Plastic elimination and recyclable packaging material in maximum number of spares have been initiated by substituting the material, as appropriate. Plastic waste management activities covering pan-India network were developed for plastic waste recycling management across all the Company's manufacturing plants.

Your Company implemented various water neutrality initiatives and achieved recycling by processing STP water through RO thereby achieving reduced consumption of freshwater. Through these implementation measures, a marked improvement has been observed in ground water level.

Your Company continued its commitment to improve the well-being of employees and contract Associates through the monthly Health theme. Various activities, Education and awareness sessions were conducted by arranging Panel Discussions and webinars on various topics i.e., General health, Awareness and new updates, Work Stress Management, Revive your Passion for work and Session on Absenteeism.

Programs are being conducted by renowned faculties for Mahindra family members such as Mass Blood PressureScreening Camp, Fibro Scan of Liver and BCA Analysis Camp, Tea Table Talk Demonstration of Stretching and Relaxation Exercises for Mental Wellbeing, World Heart Day celebrations followed by Health Talk By Cardiologist, World Mental Health Day Street Play, Diabetic Retinopathy and Peripheral Neuropathy Camp, Benign Prostatic Hypertrophy and Prostate Cancer Camp, individual Physiotherapist Consultation, International Yoga Day Celebration.

Additionally, the Company has initiated Nutrition Month to improve health at the operational stages working towards fat elimination at workplace and attended to Diabetic and Hypertension issues among Associates by consultation, diet and exercise. The Company provided food items with overall focus on Oil Consumption per plate, which got reduced.

Mahindra Master Chef, on-the-spot salad making competition was organized for Officers and Associates. The objective behind the competition was to inculcate healthy food habits and awareness regarding the choice of food. The participant's creativity was revealed through the beautiful designs and patterns formed with different mouth-watering recipes. Inner Wellness Program and Webinar on Healthy Diet and Nutritional Plan in consultation with Nutritionist were organised.

The Company has also initiated Mahindra Cricket League for Men and Women to encourage physical fitness at workplace.

First aid refresher training programs were organised for employees and Associates, Videos were created to improve the dexterity and posture of employees at shop floor.

During the year, Breast and Cervical Cancer awareness and screening camp for Women and program on Gynaecology Consultation, Health Talk - "Turn the Clock" for all employees and their family members, were arranged. Robust implementation of compliance by providing awareness on Bio-medical Waste Disposal Management is continuously monitored.

In collaboration with technical committee formed by Government of Maharashtra for mitigation of air pollution in Mumbai City, a project was performed on Bus Roof Mounted Detachable Air Purification Unit retrofit on BEST Buses through the Company's CSR initiatives.

The Company aims at increasing awareness for environment protection amongst all stakeholders by celebrating World Ozone Day, World Environment Day, World Earth Day, World Water Day and Energy Conservation Week and Water Conservation Week, etc. on an annual basis.

The Total Recordable Frequency Rate (TRFR) was 0.07 accidents per million hours worked in Financial Year 2023-24 as compared to 0.10 in the last fiscal year.

Certifications/Recertifications

All Plants of your Company have undergone Surveillance Audits and were certified for Standard ISO 45001: 2018 and ISO 14001: 2015. Further, all Plants have implemented Integrated Management System (IMS). Your Company is re-certified for Zero Waste to Landfill with 99% and above conversion rate which ensures the commitment of recycling of waste at maximum extent to protect the environment.

The Senior Management revises and reviews the SOH&E performance periodically. Focus on new initiatives involving all stakeholders coupled with management reviews have helped your Company to demonstrate further step towards excellence in SOH&E performance.

k. board & committees

Sad Demise of Mr. Keshub Mahindra, Chairman Emeritus of the Company

As mentioned in the previous Annual Report, Mr. Keshub Mahindra, Chairman Emeritus, Mahindra Group passed away on 12th April, 2023. He was a renowned humanitarian who reshaped ethical corporate practices in India. He was an outstanding diplomat and had an invaluable presence in the Indian business sector, admired for his foresight, his business expertise, his leading through demonstration, and most importantly, for his unwavering professional honesty.

Mr. Keshub Mahindra will remain a source of inspiration for all within the Mahindra Group.

Directors

CP Gurnani

The Board of Directors at its Meeting held on 10th November, 2023 noted the resignation of Mr. CP Gurnani (DIN: 00018234) as Non-Executive Non-Independent Director of the Company with effect from 20th December, 2023 coinciding with his retirement as Managing Director and CEO at Tech Mahindra Limited.

Mr. CP Gurnani (popularly known as CP) joined the Board of your Company on 1st April, 2020. CP always believed that business should serve a higher purpose and was an embodiment of the Rise philosophy. He brought an entrepreneurial flair to the business that added great value.

Vijay Kumar Sharma

The Board at its Meeting held on 10th November, 2023 also noted the resignation of Mr. Vijay Kumar Sharma (DIN: 02449088) as Non-Executive Non-Independent Director of the Company with effect from 20th December, 2023 on account of withdrawal of his nomination by Life Insurance Corporation of India upon attaining the age of 65 years.

Mr. Sharma joined the Board of your Company on 14th November, 2018. He enriched the discussions at the Board with his inputs that added valuable consumer insights and were replete with foresight.

Vishakha Desai

Subsequent to the year end, Dr. Vishakha Desai (DIN: 05292671) ceased to be an Independent Director of the Company with effect from 1st May, 2024, on completion of her second term upon attaining the age of 75 years. Dr. Desai was initially appointed as Director on the Board of your Company on 30th May, 2012. She was appointed for a first term of 5 consecutive years as Independent Director from 8th August, 2014 and subsequently re-appointed for a second term commencing from 8th August, 2019 to 30th April, 2024.

Dr. Vishakha Desai enriched the discussions at the Board Meeting with a global perspective on matters that came before the Board. Her contributions and guidance, particularly in the area of CSR, were much appreciated by the Board.

The Board has placed on record its deep appreciation of the invaluable services rendered by Mr. Gurnani, Mr. Sharma and Dr. Desai during their tenure as Non-Executive Directors of the Company.

Vikram Singh Mehta

Mr. Vikram Singh Mehta's (DIN:00041197) second term as an Independent Director will end on 7th August, 2024. He joined the Board of your Company on 30th May, 2012. He was appointed as a Lead Independent Director with effect from 1st April, 2021. As a Chairman of the Governance, Nomination and Remuneration Committee, Mr. Mehta played a vital role in steering the Succession Planning, Compensation Framework and Talent Rotation within the Mahindra Group.

His financial acumen, global mindset and high ethical standards coupled with his expertise in deciphering operational and financial data greatly facilitated strategic decision making at the Board level. The Board is deeply appreciative of his valuable contributions.

Appointment of Directors

Based on the recommendation of the GNRC, the Board of Directors at its Meeting held on 14th February, 2024, inter alia, considered and approved with effect from 17th May, 2024, the appointment of:

1.    Ms. Padmasree Warrior (DIN: 10387032) as an Additional Director (Independent and Non-Executive) to hold office as an Independent Director for a term of 5 (five) consecutive years upto 16th May, 2029;

2.    Mr. Ranjan Pant (DIN: 00005410) as an Additional Director (Non-Executive and Non-Independent), liable to retire by rotation; and

3.    Mr. Sat Pal Bhanoo (DIN: 10482731) as an Additional Director (Non-Executive and Non-Independent) representing Life Insurance Corporation of India, liable to retire by rotation.

Brief Profiles of Ms. Padmasree Warrior, Mr. Ranjan Pant and Mr. Sat Pal Bhanoo are provided in the Corporate Governance Report forming part of the Annual Report.

Ms. Padmasree Warrior, Mr. Ranjan Pant and Mr. Sat Pal Bhanoo 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 appointment as Directors of the Company.

Re-appointment of Two Independent Directors for a Second Term

The GNRC, on the basis of performance evaluation of Mr. Haigreve Khaitan and Ms. Shikha Sharma 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 Mr. Haigreve Khaitan and Ms. Shikha Sharma as Independent Directors would be beneficial to the Company.

Based on the above and their performance evaluation, the Board at its Meeting held on 16th May, 2024 has recommended the re-appointment of Mr. Haigreve Khaitan and Ms. Shikha Sharma as Independent Directors for a Second Term of 5 consecutive years commencing from 8th August, 2024 to 7th August, 2029. The Company has received the requisite Notices from a Member in writing proposing their appointment as Independent Directors.

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

Pursuant to the recommendation of the GNRC, the Board at its Meeting held on 16th May, 2024, 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 1st April, 2025 to 31st 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 1st April, 2025 to 24th June, 2029 (both days inclusive), liable to retire by rotation.

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 Indian Institute of Corporate Affairs, Manesar ("NCA").

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, Independent Director, Chairman of Governance, Nomination and Remuneration Committee and Chairman of Corporate Social Responsibility Committee (with effect from 1st May, 2024) is the Lead Independent Director. 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

Dr. Anish Shah retires by rotation and being eligible, offers himself for re-appointment at the 78th Annual General Meeting of the Company scheduled to be held on 31st July, 2024.

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, Managing Director & Chief Executive Officer 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 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 NonExecutive 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 results underscore a good level of dedication and engagement exhibited by the Board, its various Committees, and senior leadership.

A notable revelation from the Performance Evaluation is the Board's evident independence, coupled with a steadfast adherence to stringent governance standards, all aimed at augmenting value creation for stakeholders.

Moreover, it is noteworthy that the Board meetings are meticulously planned and conducted with efficiency under the guidance of the Chair. The Committees have also demonstrated a good level of management and performance in their respective areas of focus, particularly in governance and internal controls.

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.

Policies

Your Company has adopted the following Policies which, inter alia, include criteria for determining qualifications, positive attributes and independence of a Director:

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

(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 Non-Executive 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 Financial Year 2024, the Board offsite was held from 17th March, 2024 to 19th March, 2024, at Mahindra Research Valley and at the Mahindra SUV proving track in Chennai.

As part of the Company's annual strategy planning process, the Company organised a management 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.

This serves the dual purpose of providing the Board members a platform to bring their expertise to various strategic

initiatives, while also providing an opportunity for them to understand detailed aspects of execution and challenges relating to the specific theme.

In summary, through this process, Members of the Board get a comprehensive and balanced perspective on the strategic issues facing the Company, the competitive differentiation being pursued by the Company, and an overview of the execution plan.

In addition, this event allows Board members to interact closely with the senior leadership of the various business segments of the Company and its Subsidiaries.

The Company has a web based portal i.e. Board portal, accessible to all the Directors which, inter alia, contains the following information:

•    Roles, responsibilities and liabilities of Directors under the Companies Act, 2013 and the Listing Regulations

•    Board Minutes, Agenda and Presentations

•    Annual Reports

•    Code of Conduct for Directors

•    Terms and conditions of appointment of Independent Directors.

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 the Companies Act, Taxation and other matters, Listing Regulations, Framework for Related Party Transactions, etc. at the Audit Committee Meetings, Economic Environment & Global Scenario, Frontier Risks, Business Entity Risks, etc. at the Risk Management Committee Meetings, Products Launch and Showcase of New Vehicles, 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/FY24/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 31st March, 2024, 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 31st March, 2024 and of the profit of the Company for the year ended on that date;

(c)    they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and 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 31st March, 2024;

(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 31st March, 2024.

Board Meetings and Annual General Meeting

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

During the year 1st April, 2023 to 31st March, 2024, nine Board Meetings were held on: 26th May, 2023, 7th July, 2023, 26th July, 2023, 4th August, 2023, 15th September, 2023, 9th and 10th November, 2023, 2nd February, 2024, 14th February, 2024 and 18th and 19th March, 2024. The 77th Annual General Meeting (AGM) of the Company was held on 4th August, 2023 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.

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

Audit Committee

The Audit Committee comprises of the following Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma, Mr. Vikram Singh Mehta and Mr. Haigreve Khaitan.

Subsequent to the year end, the Board at its Meeting held on 16th May, 2024, re-constituted the Audit Committee with effect from 8th August, 2024 and appointed Mr. Muthiah Murugappan as a Member in place of Mr. Vikram Singh Mehta upon completion of his tenure on 7th August, 2024. Post the re-constitution with effect from 8th August, 2024, the Audit Committee would comprise of four Directors viz. Mr. T. N. Manoharan (Chairman of the Committee), Ms. Shikha Sharma, Mr. Haigreve Khaitan 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 possesses a profound heritage of ethical governance practices, many of which were established by the Company even prior to their legal enforcement. Your Company remains dedicated to transparency in all its transactions and places significant importance on business ethics.

Your Company continued to feature in the 'Leadership' category in the Corporate Governance Scorecard 2023

which is developed by Institutional Investor Advisory Services India Limited ("IiAS") with support from International Finance Corporation ("IFC") and BSE Limited ("BSE").

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 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/investor-relations/policies-and-documents 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 145 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 4,000 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 WhistleBlower 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/investor-relations/policies-and-documents.

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 85 whistle-blower complaints out of which 70 complaints were investigated and appropriate actions were taken and investigations were underway for the remaining 15 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 has Zero Tolerance towards sexual harassment at the workplace. A detailed POSH Policy is in place as per the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("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/investor-relations/policies-and-documents. 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, 13 complaints alleging sexual harassment were filed and 11 were resolved by taking appropriate actions as per the provisions of the Act. 2 complaints are pending inquiry as of 31st March, 2024. 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

SEBI vide its Notification dated 5th May, 2021 had amended Regulation 34 of the Listing Regulations, wherein SEBI has mandated that Business Responsibility Report ("BRR") shall be discontinued after the Financial Year 2021-22 and thereafter, with effect from the Financial Year 2022-23, the 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.

Further, SEBI vide its Circular dated 12th July, 2023 has provided a format for BRSR Core (consisting of a set of Key Performance Indicators (KPIs)/metrics under 9 attributes) for reasonable assurance.

Top 150 listed entities based on market capitalization are mandatorily required to undertake reasonable assurance of BRSR Core for the Financial Year 2023-24.

The Company has prepared the BRSR for the Financial Year 2023-24 in accordance with the format as prescribed in the SEBI Circular dated 12th July, 2023.

The BRSR is intended towards having quantitative and standardized disclosures on ESG parameters to enable comparability across companies, sectors and time. Such disclosures will be helpful for investors to make better investment decisions. The BRSR shall also enable companies to engage more meaningfully with their stakeholders, by encouraging them to look beyond financials and towards social and environmental impacts.

The BRSR of your Company for the Financial Year 2023-24 forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

Your Company strongly believes that sustainable and inclusive growth is possible by using the levers of environmental and social responsibility while setting aspirational targets and improving economic performance to ensure business continuity and rapid growth.

Your Company is committed to leverage 'Alternative Thinking' 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 enterprise. 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 Policy, inter alia, 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)

At Mahindra dedication to Corporate Social Responsibility (CSR) has remained steadfast from its inception. Your Company's purpose, "Drive positive change in the lives of our communities. Only when we enable others to rise

will we rise," serves as the guiding light.

With this ethos, your Company's CSR vision endeavours to create a more equal world by empowering girls, empowering women and contributing to environmental conservation. These focus areas are aligned with the Company's ESG goals and contribute to nation-building.

For the last two decades, your Company has been empowering underprivileged girls in India through Project Nanhi Kali. The Project provides educational support to girls studying in Government schools from Class 1 to 10, enabling them to successfully complete their schooling.

There is an urgent need to address the steadily declining female labour force participation rate in the country, making it a top national priority. Your Company aspires to be the lead catalyst in enabling women's economic empowerment by providing them with essential skills training and unlocking employment opportunities across industries.

Your Company's commitment to preserving the planet for citizens of the future can be seen through a variety of environmental conservation initiatives which include tree plantation, water conservation and further supporting the livelihood of marginalised farmers.

The impact of some of the CSR projects your Company invested in for Financial Year 2023-24 are shown below:

A.    Empower Girls

Project Nanhi Kali supported the education of 2,31,692 underprivileged girls in Financial Year 2024. 1,71,162 girls attended the classes on every school day at 6,743 Academic Support Centres in 19 districts across 8 states of India. Mahindra Group supported 73,698 girls and of these, your Company supported 49,440 girls. To align with the recommendations of the National Education Policy, Project Nanhi Kali introduced Digital Equalizer for Girls (DEFG), a training program for adolescent girls. In Financial Year 2024, over 60,530 additional girls were trained under this initiative across 6 states. Of these, Mahindra Group supported 38,756 girls and your Company supported 24,213 girls.

Since inception, Project Nanhi Kali has supported the education of 6,94,557 underprivileged girls.

B.    Empower Women

Since inception, the Women's Empowerment initiative at Mahindra Group has impacted 7,65,107 women, symbolising a steadfast dedication to fostering women's advancement. In Financial Year 2024, this initiative empowered 2,28,540 women who underwent various skilling interventions as shown below:

Employability Skilling: In Financial Year 2024, a total of 1,79,862 women underwent employability-focused skills training under this initiative. The Mahindra Group's flagship employability skilling program, Mahindra Pride Classrooms (MPC) provides digital and life skills training focused on communication and critical thinking, thereby making the candidates more "job-ready" and employable. The training is provided to women who are studying in final year in Government/ Government-aided colleges, ITIs, and Polytechnic Institutes at a Pan-India level. In Financial Year 2024, the Mahindra Group supported 1,70,038 women studying in 1,711 colleges. Of these, 1,29,227 women were supported through your Company. An additional 9,824 women underwent employability skills training through another project under this initiative supported by your Company.

Domain Skilling: In Financial Year 2024, Mahindra Group trained 17,550 women majorly in the domains of automobile, IT, ITES/hospitality, healthcare, and apparel across 15 states. Of these 16,536 women were trained with support provided by your Company. This training contributed to the women securing jobs within these Sectors.

Agri Skilling:

Regenerative Agriculture: The main objective of this Project was to enable women farmers to use regenerative agriculture practices to improve soil fertility and increase productivity, ensuring food and nutrition security for their families, along with enhanced income levels. Through this Project sponsored by your Company, 25,046 women farmers from Moga and Tarn Taran in Punjab, Shravasti in Uttar Pradesh, and Wardha in Maharashtra were provided knowledge in regenerative farming practices. This intervention helped women farmers reduce their agriculture input costs and increase income from the sale of crops.

Farm Skilling: Under the farm skilling initiative of PRERNA, your Company continued to support 6,082 women farmers by training them in effective farming practices and providing them with advisory services which include soil health, access to gender-friendly farm equipment, linkages to Government welfare support initiatives, resource efficient agriculture methodologies, and increasing crop productivity.

C.    Environment Conservation Project Hariyali:

In Financial Year 2024, the Mahindra Group planted a total of 22,72,026 trees, of which your Company planted 17,96,051 trees. As a result of this Project, the livelihoods of 4,545 tribal farmer families were enhanced. 19 varieties of fruit, forest and shade trees were planted, further contributing to biodiversity, and improving the quality of soil and crops.

The farmers have received training in global organic farming protocols, which help rejuvenate the soil, enhance water retention, and increase soil organic carbon.

Since inception, under this initiative a total of 2,51,33,314 trees have been planted. Of these 1,64,28,207 have been planted in Araku, supporting the livelihoods of over 27,500 tribal farmer families.

Water Conservation:

I n Financial Year 2024, your Company supported 1,033 farmers through various interventions related to soil and water conservation, crop diversification and livelihood training/support initiatives contributing to integrated development of the rural catchment areas. Watershed Development Fund (WDF) Projects were undertaken in collaboration with NABARD in Igatpuri and Akole Block of Nashik and Ahmednagar District of Maharashtra, for the development of Kadva River Basin, covering around 20 villages. Apart from the above Project, your Company has worked in other geographies and deployed region-specific water management interventions covering 6 States.

Through all these initiatives, 505 water harvesting structures have been created and renovated, 5,219 lakh litres of water harvesting potential created, resulting in an increase in irrigation potential across 2,212 hectares. Cumulatively 15,126 hectares was covered under water management initiatives and 44,523 farmers and community members have benefitted through water conservation.

D.    Employee Volunteering

Beyond the core CSR focus areas, employee volunteering is an important part of giving back and enabling others to Rise.

Mahindra Group has a robust volunteering programme through the Employee Social Options (Esops) and MySeva

platforms. While Esops volunteering events are organised by Mahindra Group, MySeva recognises individual acts of social responsibility undertaken by Mahindra Group employees.

Employee volunteering initiatives encompass varied activities such as blood donation drives, tree plantation, cleanliness drives, health check-up camps, visits to Government schools, and diverse community engagement activities. Mahindra Group employees invested 3,28,677 person hours through Esops and 1,20,636 person hours were contributed through MySeva. Your Company's employees contributed 59,485 person hours towards a variety of social causes, of which 59,282 person hours were invested through Esops and 203 person hours were contributed through MySeva. The second edition of Mahindra Volunteering Day was held on 5th December, 2023 wherein 12,183 enthusiastic volunteers contributed 33,345 person hours in various activities.

During the last Financial Year, your Company was

humbled to receive the following awards for its

contribution to society.

1.    All India Management Association (AIMA) - Project Hariyali was awarded the Runner Up Award at the 10th Business Responsibility Summit and Project Excellence Contest & Recognition (August 2023)

2.    Brandon Hall Group Gold Award in the 'Best Initiative for Philanthropy and Corporate Giving' category for the Project Livelihood Generation through Farm Mechanization (August 2023)

3.    ' Best CSR Initiative' at ITOTY Awards for Project Hunnar (July 2023)

4.    10th CSR Times Award by MOS Health & Family Welfare Government of India for Project Prerna (August 2023)

5.    Golden Peacock Award for Corporate Social Responsibility for Project Paani (December 2023)

6.    National Awards for Excellence in CSR & Sustainability under the category "Best CSR Impact Initiative" for Project Paani (September 2023)

7.    " CSR Excellence in Water Conservation & Management" category at India CSR & Sustainability Conclave for Project Green Guardian (September 2023)

8.    Global CSR Excellence & Leadership Award under the category of "Community Development" for Project Farm Mechanization (February 2024)

9.    Women Empowerment Award at the Global CSR Leadership Awards for Employability Enhancement Training Project (March 2024)

10.    Sat Paul Mittal Gold Award at the Sat Paul Mittal National Awards 2023 held in Ludhiana (November 2023)

11.    Project Nanhi Kali's film, Lajjo won several awards both nationally and internationally, spanning categories including CSR Campaign, Best Online Integrated Marketing, Viral Video and Casting and Performance.

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

The Board at its Meeting held on 18th and 19th 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 1st 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.

The CSR Committee currently comprises of Mr. Vikram Singh Mehta (Chairman), Mr. Anand G. Mahindra, Dr. Anish Shah, and Mr. Muthiah Murugappan.

Subsequent to the year end, the Board at its Meeting held on 16th May, 2024, re-constituted the CSR Committee by inducting Ms. Padmasree Warrior as a Member with effect from 17th May, 2024 and appointed Mr. Muthiah Murugappan as the Chairman with effect from 8th August, 2024 in place of Mr. Vikram Singh Mehta upon completion of his tenure on 7th August, 2024. Post the re-constitution with effect from 8th August, 2024, the CSR Committee would comprise of four Directors viz. Mr. Muthiah Murugappan (Chairman of the Committee), Mr. Anand 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. 112.74 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. 112.329 crores. The Board has considered the Impact Assessment Reports at its meeting held on 16th May, 2024. The detailed Annual Report on the CSR activities undertaken by your Company in the Financial Year 2024 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/FY24/AnnualReport.zip.

Sustainability

During the year under review, the 16th Sustainability Report for the year 2022-23 was released. The Report was externally assured by KPMG and prepared in accordance with the GRI (Global Reporting Initiative) Standards.

Your Company plans to build a 'Planet Positive Mahindra' by focusing on three key pillars, greening ourselves, decarbonizing the industry and rejuvenating the nature. Under pillar greening ourselves, the Company focuses on enhancing use of renewable energy, improving energy and water productivity, embedding material circularity and ensures no waste goes to landfill. To decarbonize the industry, transition to electric vehicles and alternate fuels, enabling supply chain to follow environment friendly practices and end of vehicle recycling are major considered aspects. Beyond the industry boundary, to rejuvenate the nature, the Company aims regenerative farming, planting over million trees every year, investing in green technologies like solar, green buildings and micro irrigation. Group companies have set targets aligned to Planet Positive framework. The targets are discussed and reviewed in Group Sustainability Council chaired by Dr. Anish Shah, Managing Director and Chief Executive Officer.

ESG information of the Company has been disclosed under Dow Jones Sustainability Index (DJSI), Carbon Disclosure Project (CDP) and World Economic Forum's (WEF) stakeholder capitalism metrics.

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).

 

Your Company has committed to Science Based Target, an initiative to restrict average global temperature rise in alignment of Paris Climate Change Agreement. The Group is committed to become Carbon Neutral by 2040.

The Sustainability performance of your Company for the Financial Year 2023-24 will be elaborated in detail in the GRI Report which is under preparation and will be ready for release shortly.

Your Company was recognized for its leadership position on the ESG dimensions during the year under review, by way of:

•    Winner of Best ESG Company 2024 in the Automobile Category (Passenger & Commercial Vehicles), given by Dun & Bradstreet India.

•    Only automobile company globally disclosing Core & Expanded metrics as per WEF's Stakeholder Capitalism Metrics during the year 2023.

•    Part of Dow Jones Sustainability world & emerging market Indices, for the 3rd consecutive year, only Indian automobile company to do so.

•    Felicitated by CDP as a part of Supplier Engagement Rating Leadership Board for the year 2023.

•    Inclusion in S&P Global Sustainability Yearbook 2024.

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 at Rs. 12,681.5 crores divided into 2231,30,00,000 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. There was no change in the Authorised Share Capital of the Company during the year under review.

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(1) 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/FY24/ AnnualReport.zip.

O.    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 would contest the matter based on its Merits.

Q.    GENERAL

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

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.