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Mahindra and Mahindra Ltd.

BSE: 500520 | NSE: M&M |

Represents Equity.Intra - day transactions are permissible and normal trading is done in this category
Series: EQ | ISIN: INE101A01026 | SECTOR: Auto - Cars & Jeeps

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Annual Report

For Year :
2022 2021 2019 2018 2017 2016 2015 2014 2013

Director’s Report

Your Directors present their Report together with the audited financial statements of your Company for the year ended 31st March, 2022.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

(Rs. in crores

Particulars

2022

2021

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

57,446

44,630

Other Income..................................................

2,076

1,199

Profit before Depreciation, Finance Costs, Exceptional items and Taxation.....................

9,118

8,157

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

2,451

2,370

Profit before Finance Costs, Exceptional items and Taxation .........................................

6,667

5,787

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

223

396

Profit before Exceptional items and Taxation...

6,444

5,391

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

(209)

(3,087)

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

6,235

2,304

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

1,300

1,320

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

4,935

984

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

29,464

29,102

Less: Transfer to Retained Earnings..............

(20)

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

34,399

30,106

Add: Due to Scheme of Arrangement..........

(294)

Add: Other Comprehensive Income/(Loss)* ..

102

(56)

Less: Dividend paid on Equity Shares............

1,088

292

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

33,413

29,464

* Remeasurement of (loss)/gain (net) on defined benefit plans, recognised as part of retained earnings.

The Financial Year 2022 will go down in India''s economic history as an unprecedented one with huge gyrations in fortune. The second wave of the pandemic hit lives hard and was way more vicious than the first one. Yet, it was not about Covid in spite of the second wave, it was more about hope and recovery as India successfully navigated its course through turbulent waters. As the wave receded, there was a dramatic surge in the pace of vaccination and India was able to vaccinate most of its eligible population rapidly. Concomitantly, there was

a rebound in growth as evidenced from high frequency indicators. However, the enthusiasm was disrupted by the third wave of the pandemic which fortunately proved to be less vicious and short lived.

The Union Budget doubled down on the investment-oriented strategy focussing on capital expenditure to kickstart a virtuous cycle of investment while crowding in private investments. However, by the end of February, global risk-off sentiments gathered steam and geopolitical risks came to the fore from the war in Ukraine. The return of uncertainty clouded the global macroeconomic and financial landscape even as the global economy struggled to recover from the pandemic.

The Indian economy is estimated to have grown by 8.9% during the Financial Year 2022 aided by a favourable base but the economic recovery across the Sectors was uneven. Private consumption and fixed investment -key drivers of domestic demand remained subdued being only 1.2% and 2.6% respectively, above their pre-pandemic levels.

The Profit for the year before Depreciation, Finance Costs, Exceptional items and Taxation recorded an increase of 11.8% at Rs. 9,118 crores as against Rs. 8,157 crores in the previous year. Profit after tax increased by 401.5% at Rs. 4,935 crores as against Rs. 984 crores in the previous year.

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

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 2021-22 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 4,55,570 vehicles (4,35,086 Passenger vehicles, commercial vehicles and 20,484 three-wheelers) as against a total of 3,48,621 vehicles (3,31,384 four-wheelers and 17,237 three-wheelers) in the previous year, registering a growth of 30.7%.

In the domestic market, your Company sold a total of 4,23,143 vehicles as compared to 3,30,271 vehicles in the previous year, resulting in a growth of 28.1%.

In the Passenger Vehicle (PV) segment, your Company sold 2,25,895 vehicles [including 2,23,682 Utility Vehicles (UVs), 2,154 Vans and 59 Cars] registering a growth of 43.7%, as compared to the previous year''s volume of 1,57,215 vehicles [including 1,55,530 UVs, 1,676 Vans and 9 Cars].

In the Commercial Vehicle (CV) segment, your Company sold 1,77,117 vehicles [including 32,039 vehicles <2T GVW, 1,38,643 vehicles between 2-3.5T GVW, 1,891 Light Commercial Vehicles (LCVs) in the LCV > 3.5T segment, 1,135 vehicles in the 7.5-16.2T GVW segment and 3,409 Heavy Commercial Vehicles (HCVs)] registering a growth of 13.4% over the previous year''s volume of 1,56,159 vehicles [including 23,789 vehicles < 2T GVW, 1,28,100 vehicles between 2-3.5T GVW, 1,160 LCVs in the LCV > 3.5T segment, 684 vehicles in the 7.5-16.2T GVW segment and 2,426 HCVs].

In the three-wheeler segment, your Company sold 20,131 three-wheelers, registering a growth of 19.1% over the previous year''s volume of 16,897 three-wheelers.

For the year under review, the Indian automotive industry (except 2W) grew by 15.7%, with the PV industry growth of 13.2% and CV industry growth of 26%. The UV segment showed growth by 40.4%. Within the CV industry, the LCV goods <3.5T segment grew by 15.8% while the MHCV goods segment grew by 49.2%.

Your Company''s UV volumes stood at 2,23,682 units, a growth of 43.8%. The UV market share for your Company stood at 15%. For the year under review, the All New Mahindra-XUV700 launched in August 2021, performed well in the UV segment with a volume of 26,261 units for the Financial Year 2022. It garnered cumulative 50,000 bookings within a 3-hour booking window (spread over 2 days). Thar, Scorpio, XUV300 and Bolero continued to be strong brands for your Company in the UV segment.

In the LCV<3.5T segment, your Company retained its No.1 position with 40.3% market share. Your Company sold a total of 1,70,682 vehicles in this segment. Your Company has a market share of 55% in the LCV 2-3.5T segment, which is the Pickup segment.

In the Medium and Heavy Commercial Segment (MHCV), your Company sold 4,544 trucks as against 3,110 in the previous year. This is a growth of 46.1%. Your Company''s market share in the MHCV segment stands at 2%.

Your Company is the pioneer for Electric Vehicles (EVs) in India, and for the year under review, sold (along with its subsidiary Mahindra Electric Mobility Limited) 17,006 EVs as against 5,418 EVs in the previous year.

During the year under review, your Company posted an export volume of 32,427 vehicles as against the previous year''s exports of 18,350 vehicles. This is a growth of 76.7%.

The spare parts sales for the year stood at Rs. 2,859.2 crores (including exports of Rs. 235.2 crores) as compared to Rs. 2,165.3 crores (including exports of Rs. 133.5 crores) in the previous year, registering a growth of 32%.

Farm Equipment Sector

Your Company''s Farm Equipment Sector recorded total sales of 3,54,698 tractors (domestic export) as against 3,54,498 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 8,42,266 tractors, a de-growth of 6.4%. Tractor Industry recorded de-growth in Financial Year 2022 from a high base of highest ever sales in Financial Year 2021.

In the domestic market, your Company sold 3,37,052 tractors, as compared to 3,43,833 tractors in the previous year (these figures for the current year sales and previous year sales include tractors sold by Gromax Agri Equipment Limited), recording a de-growth of 2%. It is the second highest ever volume sold by your Company. With market share at 40%, a gain of 1.8% over previous year, the Company continues to be the market leader for the 39th consecutive year. Your Company''s performance was supported by good performance of all products in the portfolio.

Your Company continues to focus on growing the farm mechanisation space, by offering affordable mechanisation solutions. The portfolio comprises of

Rotavators, Cultivators, Harvesters, Rice transplanters, Balers and Sprayers.

For the year under review, your Company exported 17,646 tractors which is a growth of 65.5% over the previous year.

Spare parts net sales for the year stood at Rs. 917 crores (including exports of Rs. 81 crores) in Financial Year 2022 as compared to Rs. 758.2 crores (including exports of Rs. 48.8 crores) in the previous Financial Year 2021, registering a growth of 20.9%.

Other Businesses

Powerol

Under the Powerol brand, your Company has been a leader in providing power back-up solutions to the telecom industry for more than 14 years. Your Company continues to consolidate its presence in the tele-infra management space. Alongside the Telecom, Powerol has been increasing the Retail market share, especially with the extension in HkVA range. With the introduction of the BS IV range of engines, Powerol has introduced 21 new nodes for various industrial applications.

Powerol stands at No. 2 brand by volume in the overall Diesel Genset power back-up segment.

Powerol''s move towards sustainability has led to the introduction of the Gas Powered gensets with introduction of 5 nodes between 15 kVA to 315 kVA. They offer lower operating costs and low emissions complying to the new emission norms.

Construction Equipment

For the year under review, your Company (under the Mahindra EarthMaster brand) sold 729 Backhoe Loaders (BHLs) against 681 in Financial Year 2020-21, which is a growth of 7%. 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 117 motor graders, as against 82 in Financial Year 2020-21 which is a growth of 42.7%. The BHL industry de-grew by 31% due to transition from BS3 to BS4 and commodity inflation. The Grader industry has grown by 14% with increased focus on the infrastructure development push by the Government of India.

Your Company has presence in Sugar Cane Haulage (under Mahindra Haul Master Brand) in Kenya. This is a new product which is added to the portfolio. For the year under review, your Company sold 105 Haulage tractors.

Two-Wheeler Business

In line with the strategy for the two-wheeler business, your Company through its subsidiary, Classic Legends Private Limited had reintroduced the iconic brand ''Jawa'' to the Indian market in the Financial Year 2019, with the launch of new range of JAWA motorcycles - Jawa and Jawa Forty-Two. A new addition to portfolio - Yezdi was launched in the Financial Year 2021-22.

Launch of Non-Fungible Tokens (NFTs)

The launch of NFTs is another step taken by your Company to leverage the next frontier of digital marketing. With the release of its first tranche of tokens, it became the first Indian automotive original equipment manufacturer to enter the universe of NFTs.

Current Year’s review

During the period 1st April, 2022 to 27th May, 2022, 90,899 vehicles were produced as against 54,903 vehicles and 79,739 vehicles were dispatched as against 49,117 vehicles during the corresponding period in the last year. During the same period 64,447 tractors were produced and 64,180 tractors dispatched as against 55,904 tractors produced and 55,682 tractors dispatched during the corresponding period in the previous year.

The tectonic shifts beginning 24th February, with the commencement of war in Ukraine, followed by sanctions and escalating geopolitical tensions have cast a shadow on the pace of global recovery. Medium-term global growth is expected to decline to about 3%, compared to an average of 4.1% in the period from 2004 to 2013, and growth of 6.1% in 2021 as per the IMF. It has pared its expectation of global economic activity to slow with a projection of a 3.6% growth in 2022.

The global economy is staring at fractures in the international financial architecture and accentuation of shortage in key commodities will add to the inflationary pressures throughout 2022 with a projection of 5.7% in advanced economies and 8.7% in emerging economies. Global central banks across the world, look set to tighten monetary policy conditions in a bid to counter the growing inflationary pressures even if it leads to some sacrifice of growth.

Financial market volatility caused by monetary policy normalisation in advanced economies, geo-political backdrop, higher oil and commodity prices and renewed wave of COVID-19 pose a challenging backdrop in Financial Year 2023. Infections with augmented supply-side disruptions and protracted shortages of critical

prices across the board and elevated risk aversion and uncertainty owing to geopolitical developments weigh heavily on the outlook.

However, amidst this 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 0.17 as at 31st March, 2022.

During the year, 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 borrowings of Rs. 1,000 crores by issuing Commercial Papers. This ensured sufficient liquidity to manage the adverse effects of pandemic, if any. Further, during the year, your Company repaid Rs. 2,233.75 crores of the total borrowings (long term and short term). With a high liquidity level of Rs. 11,552.59 crores as at 31st March, 2022, your Company is better placed to tide over the impact of the re-surge in COVID-19 cases on the business, if any.

Further, your Company has been rated by CRISIL 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 and India Ratings have re-affirmed their credit ratings of CRISIL AAA/Stable, [ICRA]AAA (stable) and IND AAA/Stable for the respective facilities rated by them. With the above rating affirmations, your Company continues to enjoy the highest level of rating from all major rating agencies at the same time.

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

Your Company is a Large Corporate as per the criteria under Securities and Exchange Board of India (SEBI) Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated 10th August, 2021. The Company has complied with the provisions of the said Circular and has made required disclosures in this regard.

inputs, such as semi-conductors and chips, pose downside risks to the outlook. Yet, India remains relatively better positioned to weather these storms and is estimated to grow at 7.2% in the Financial Year 2023 - the fastest growth rate among peers and economies of its size.

While fiscal and monetary policies were supportive of India''s growth recovery thus far, the Reserve Bank of India has begun the process of normalisation of monetary policy by raising the policy repo rate as well as the cash reserve ratio. However, an avowed fiscal policy focus on capital expenditure that has significantly higher multipliers than other forms of spending will fuel durable growth over the medium to long term. Importantly, forecasts of the fourth successive ''normal'' Monsoon, higher vaccination coverage and seropositivity in the community provide higher margin of safety around growth in the year ahead.

Finance

Reeling under the jaws of an unprecedented Financial Year 2020-21, caused due to outbreak of COVID-19 severely impacting human lives, global trade and commerce, Financial Year 2021-22 saw the financial markets grappling with the Delta variant of COVID-19, choked supplies, escalating geo-political tensions, inflationary pressures, mounting commodity prices and volatility that came together as a perfect storm.

Emerging economies experienced disruptive spillovers in terms of tightening financial market conditions, besides capital outflows and currency depreciations. Given these unsettled conditions, investors sporadically sought shelter of safe-haven assets alternating between phases of risk-on activity with every positive news being priced in. Consequently, financial markets were on the edge, like never before.

Having said the above, the domestic economy experienced tremors from these developments. Economic activity, which gained slight traction in Q2:2021-22 (July-September) with the ebbing of the second wave experienced during Q1:2021-22 (April-June), has lost pace since Q3:2021-22 (October-December), exacerbated by the spread of the Omicron variant in Q4:2021-22 (January-March). Further, the beneficial effects of the rapid ebb of infections have, however, been overwhelmed by the geopolitical tensions towards the later part of the financial year. The fallout of the Russia-Ukraine conflict and retaliatory sanctions is already evident in the inflation prints. While India''s direct trade and financial exposures are modest, indirect spillovers from the slowing global economy, the sharp jump in commodity

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: http://www.mahindra.com/resources/investor-reports/FY17/Governance/MM-Dividend-Distribution-Policy-29-9-2016-Final.pdf.

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 subsidiary companies, associates and joint ventures.

The Consolidated Group''s Operating Revenue from continuing operations is Rs. 90,171 crores in the current year as compared to Rs. 74,278 crores in the previous year i.e. an increase of 21.4%.

The consolidated profit before exceptional items and tax for the year from continuing operations is Rs. 7,092 crores as against Rs. 5,229 crores in the previous year i.e. an increase of 35.6%. The consolidated profit after tax after non-controlling interest and exceptional items for the year from continuing operations is Rs. 6,577 crores as against Rs. 3,347 crores in the previous year i.e. an increase of 96.5%.

The consolidated profit after tax after noncontrolling interest and exceptional items for the year from continuing and discontinued operations is Rs. 6,577 crores as against Rs. 1,812 crores in the previous year i.e. an increase of 263%.

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/FY22/AnnualReport.zip.


Investor Relations (IR)

Your Company always believes in leading from the front with emerging best practices in IR and building a relationship of mutual understanding with domestic and foreign investors/analysts. In the Financial Year 2022, the year characterised by a lot of uncertainty amongst pandemic and lockdowns, your Company increased its interaction with investors through video and audio conference calls. The top management, including the Managing Director & CEO, Executive Director-Automotive & Farm Sectors and Group CFO, spent significant time to interact with investors to communicate the strategic direction of the business, capital allocation policy and the way the Company was handling COVID-19 crisis. All the four quarterly earnings calls conducted during the year were also well attended by investors and analysts.

During the year, your Company interacted with more than 600 Indian and overseas investors and analysts (excluding quarterly earnings calls and specific event related calls). 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.

Your Company also engages with investors on Environment, Social and Corporate Governance (ESG), which has received excellent feedback from investors and ESG analysts.

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.

Despite the impact of the pandemic, your Company was able to deliver a good operational performance during the period under review.

Your Directors, considering the good performance and a strong cash flow, decided to recommend a Dividend of Rs. 11.55 (231%) per Ordinary (Equity) Share of the face value of Rs. 5 each on the Share Capital out of the Profits for the financial year ended 31st March, 2022.

The equity dividend outgo for the Financial Year 202122 would absorb a sum of Rs. 1,435.89 crores [as against Rs. 1,087.79 crores comprising the dividend of Rs. 8.75 per Ordinary (Equity) Share of the face value of Rs. 5 each 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

Subsidiary, Joint Venture and Associate Companies

The Mahindra Group Companies continue to contribute to the overall growth in revenues and overall performance of your Company.

Tech Mahindra Limited, Flagship Company in the IT Sector, has reported a consolidated operating revenue of Rs. 44,646 crores in the current year as compared to Rs. 37,855 crores in the previous year, an increase of 17.9%. Its consolidated profit after tax after non-controlling interests is Rs. 5,566 crores as compared to Rs. 4,428 crores in the previous year, registering an increase of 25.7%.

The Group''s finance company, Mahindra & Mahindra Financial Services Limited, a listed subsidiary of the Company (Mahindra Finance), reported a consolidated operating income of Rs. 11,318 crores during the current year as compared to Rs. 12,111 crores in the previous year, registering a decrease of 6.5%. The consolidated profit after tax after non-controlling interests for the year is Rs. 1,137 crores as compared to Rs. 773 crores in the previous year, registering an increase of 47.1%.

Mahindra Lifespace Developers Limited, the listed subsidiary in the business of real estate and infrastructure, registered a consolidated operating income of Rs. 394 crores as compared to Rs. 166 crores in the previous year, registering an increase of 137.3%. The consolidated profit after tax after non-controlling interest for the year is Rs. 154 crores as compared to a loss of Rs. 72 crores in the previous year, registering an increase of 313.9%.

Mahindra Holidays & Resorts India Limited, the listed subsidiary in the business of timeshare, registered a consolidated operating income of Rs. 2,013 crores as compared to Rs. 1,730 crores in the previous year i.e. an increase of 16.4%. The consolidated profit after tax after non-controlling interests for the year is Rs. 68 crores as compared to a loss of Rs. 13 crores in the previous year, registering an increase of 623.1%.

Mahindra Logistics Limited, a listed subsidiary in the logistics business, has registered a consolidated operating income of Rs. 4,083 crores as compared to Rs. 3,264 crores in the previous year i.e. an increase of 25.1%. The consolidated profit after tax after noncontrolling interests for the year is Rs. 37 crores as compared to Rs. 30 crores in the previous year, registering an increase of 23.3%.

Ssangyong Motor Company, the Korean subsidiary of the Company (under the Companies Act, 2013), treated as discontinued operation for the purpose of consolidation

in previous year, has reported consolidated operating revenues of Rs. 15,499 crores in the current fiscal year* as compared to Rs. 18,763 crores in the previous fiscal year*. The consolidated loss after tax after non-controlling interests for the current fiscal year* is Rs. 1,646 crores as compared to a consolidated loss of Rs. 3,208 crores in the previous fiscal year*. SsangYong Motor (Shanghai) Company Limited (as informed by Receiver of SsangYong Motor Company) ceased to be a Subsidiary of the Company.

* Fiscal year-January to December

During the year under review, Carnot Technologies Private Limited ceased to be an Associate and became a Subsidiary of your Company.

Further, Mahindra Solarize Private Limited, Mahindra Ideal Finance Limited and Bristlecone Internacional Costa Rica Limited became Subsidiaries of your Company.

During the year under review, Mahindra Vehicle Manufacturers Limited, Hisarlar Makina Sanayi ve Ticaret Anonim §irketi, Hisarlar Ithalat Ihracat Pazarlama Anonim §irketi, Mahindra Publications Limited, MSPE Urja S.R.L., Mahindra Susten Bangladesh Private Limited and Suomen Vapaa-aikakiinteistot Oy LKV ceased to be Subsidiaries of your Company.

ReNew Sunlight Energy Private Limited became an Associate of your Company.

During the year, Mahindra CIE Automotive Limited became an Associate of the Company pursuant to the Scheme of Merger by Absorption of Mahindra Vehicle Manufacturers Limited with the Company becoming effective.

During the year under review, Mahindra Greenyard Private Limited changed its name to Mahindra Fruits Private Limited, Ideal Finance Limited changed its name to Mahindra Ideal Finance Limited and Mahindra Telecom Energy Management Services Limited converted itself into private company and accordingly, its name was changed to Mahindra Telecom Energy Management Services Private Limited.

Subsequent to the year end, Kiinteisto Oy Rauhan Ranta 1, Kiinteisto Oy Rauhan Ranta 2, Kiinteisto Oy Kylpylantorni 1, Kiinteisto Oy Spa Lofts 2, Kiinteisto Oy Spa Lofts 3, Kiinteisto Oy Tiurunniemi, Kiinteisto Oy Vanha Ykkostii, Kiinteisto Oy Katinnurkka, Kiinteisto Oy Tenetinlahti, Kiinteisto Oy Himos Gardens, Kiinteisto Oy Kuusamon Pulkkajarvi 1, Kiinteisto Oy Mallosniemi, Kiinteisto Oy Rauhan Liikekiinteistot 1, OFD Holding B.V., Origin Direct Asia Limited, Origin Direct Asia (Shanghai) Trading Co. Limited, Origin Fruit Direct B.V., Origin Fruit

Services South America SpA, Mahindra Engineering and Chemical Products Limited, Retail Initiative Holdings Limited and Mahindra Retail Limited ceased to be Subsidiaries of your Company.

Meru Mobility Tech Private Limited (MMTPL), V-Link Fleet Solutions Private Limited (VFSPL) and V-Link Automotive Services Private Limited (VASPL) have ceased to be subsidiaries of Meru Travel Solutions Private Limited (MTSPL), a wholly owned subsidiary of your Company and have become subsidiaries of Mahindra Logistics Limited (MLL), a listed subsidiary of your Company.

Further, MTSPL has also ceased to be a wholly owned subsidiary of your Company and has become a wholly owned subsidiary of MLL. Since MLL is a listed subsidiary of your Company, MTSPL, MMTPL, VFSPL and VASPL continue to remain the subsidiaries of your Company.

Subsequent to the year end, name of Supermarket Capri Oy has been changed to Kiinteisto Oy Rauhan Liikekiinteistot 1.

Subsequent to the year end, Brainbees Solutions Private Limited became an Associate of your Company pursuant to the Scheme of Merger by Absorption of Mahindra Engineering and Chemical Products Limited, Retail Initiative Holdings Limited and Mahindra Retail Limited with the Company becoming effective.

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/investors/reports-and-filings.

Investment in Carnot Technologies Private Limited

During the year, your Company increased its shareholding in Carnot Technologies Private Limited (Carnot), from 48.05% to 68.97% on a fully diluted basis, for an aggregate consideration of Rs. 14 crores comprising of primary infusion in the company of Rs. 2.5 crores

and secondary purchase from its shareholders of Rs. 11.5 crores. Carnot is an Indian Company engaged in the business of technology development, related to IOT, data analytics and AI based products and services. Carnot is expected to support the Company''s strategy by developing digital solutions and applications for its products, customers and businesses, especially for the Farming as a Service segment.

Increase of stake in M.I.T.R.A. Agro Equipments Private Limited

During the year, your Company increased its shareholding in M.I.T.R.A. Agro Equipments Private Limited (MITRA), from 39.02% to 47.33% on a fully diluted basis, for an aggregate consideration of around Rs. 7 crores. MITRA is an Indian Company engaged in the business of designing, developing, manufacturing, assembling and selling orchard sprayers, rotavators & spare parts and after sales services therefor. The purchase of additional equity shares in MITRA would support the Company''s Farm Equipment Sector''s growth in the horticulture sector.

Merger of Mahindra Vehicle Manufacturers Limited into Mahindra & Mahindra Limited

As mentioned in the previous Annual Report, the Board of Directors of your Company at its Meeting held on 29th May, 2019, subject to requisite approvals/consents, approved the Scheme of Merger by Absorption of Mahindra Vehicle Manufacturers Limited, a wholly owned subsidiary of the Company (MVML) with the Company and their respective shareholders (Scheme) under the provisions of sections 230 to 232 of the Companies Act, 2013.

During the year, the Scheme has become effective from 1st July, 2021 post receipt of approvals from Directorate of Industries, Maharashtra Industrial Development Corporation and National Company Law Tribunal, Mumbai Bench (NCLT).

The Appointed Date of the Scheme was 1st April, 2019 and the entire assets and liabilities of MVML have been transferred to and recorded by the Company at book values. The entire share capital of MVML was held by the Company. Upon the Scheme being effective, all shares (''Preference and Equity'') held by the Company in MVML stand cancelled, without any further act or deed and no consideration has been discharged on merger. Accordingly, the Merger by Absorption of MVML with the Company stands completed.

Sale of stake in Meru Travel Solutions Private Limited by the Company to Mahindra Logistics Limited

During the year, Meru Travel Solutions Private Limited (MTSPL), a wholly owned subsidiary of the Company had agreed to sell its entire 100% equity stake in MTSPL''s 3 (three) wholly owned subsidiaries viz; 1) Meru Mobility Tech Private Limited (MMTPL) for consideration of Rs. 21.4 crores, 2) V-Link Fleet Solutions Private Limited (VFSPL) for consideration of Rs. 1,205 and 3) V-Link Automotive Services Private Limited (VASPL) for consideration of Rs. 29.1 crores, to Mahindra Logistics Limited (MLL) and the Company had also agreed to sell its entire 100% equity stake in MTSPL to MLL for consideration of Rs. 50.4 crores.

Subsequent to the year end, MTSPL, MMTPL, VFSPL and VASPL have become wholly owned subsidiaries of MLL. Since MLL is a subsidiary of the Company, MTSPL, MMTPL, VFSPL and VASPL continue to remain subsidiaries of the Company. This transaction was a strategic move to consolidate all mobility businesses under MLL.

Ssangyong Motor Company

During the year, Ssangyong Motor Company (SYMC) was placed under Court Receivership as per the provisions of Debtor Rehabilitation and Bankruptcy Act of South Korea. Subsequently, SYMC initiated a global bidding process to invite a new investor to take a majority ownership. In October, it signed an MOU with a consortium led by Edison Motors Co., a Korea-based electric bus manufacturer. In January 2022, the Edison Motors Co. consortium signed an investment agreement to invest around KRW 305 billion in SYMC. However, the consortium did not deposit the investment amount by the deadline as per the agreement, following which SYMC terminated the agreement. The Edison Motors Co. consortium has appealed against the termination of agreement. SYMC has initiated a process to invite new investor(s).

Disinvestment of Hisarlar Makina, Turkey

During the year, Mahindra Overseas Investment Company (Mauritius) Limited, a wholly owned subsidiary of the Company (MOICML) and Erkunt Traktor Sanayi A.S. (Erkunt), a wholly owned subsidiary of MOICML and that of the Company, divested its entire stake aggregating 94.3% of the paid-up equity share capital of Hisarlar Makina Sanayi ve Ticaret Anonim §irketi (Hisarlar), to two Turkish individuals for an aggregate consideration of Turkish Lira 6.6 million (equivalent to approximately Rs. 5.6 crores). Hisarlar''s agri-machinery business, along with certain relevant assets (including intellectual property and tooling) were transferred to Erkunt. Erkunt also entered into contract manufacturing and licensing agreements with Hisarlar, whereby Hisarlar will manufacture and supply agri-machinery products to Erkunt, and Erkunt will have the right to use Hisarlar brand for agri-machinery.

Merger of Mahindra Engineering and Chemical Products Limited, Retail Initiative Holdings Limited and Mahindra Retail Limited into Mahindra & Mahindra Limited

As mentioned in the previous Annual Report, the Board of Directors of your Company at its Meeting held on 28th May, 2021, subject to requisite approvals /consents, approved the Scheme of Merger by Absorption of Mahindra Engineering and Chemical Products Limited (MECPL), Retail Initiative Holdings Limited (RIHL) and Mahindra Retail Limited (MRL) (together referred to as ''Transferor Companies''), direct/indirect 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. The Scheme has been approved by the National Company Law Tribunal, Mumbai Bench at its hearing held on 24th March, 2022, and the Scheme has become effective from 29th April, 2022 (Effective Date). The Appointed Date of the Scheme was 1st April, 2021 and the entire assets and liabilities of MECPL, RIHL and MRL have been transferred to and recorded by the Company at their carrying values with effect from the Appointed Date.

The entire share capital of the Transferor Companies was held directly/indirectly by the Company. Upon the Scheme becoming effective, no shares of the Company were allotted in lieu or exchange of the holding of the Company in MECPL or one Transferor Company in another Transferor Company (held directly and jointly with its nominee shareholders) and accordingly, equity shares held in the Transferor Companies stand cancelled on the Effective Date without any further act, instrument or deed. Accordingly, the Merger by Absorption of MECPL, RIHL and MRL with the Company stands completed.

Merger of Mahindra Electric Mobility Limited into Mahindra & Mahindra Limited

As mentioned in the previous Annual Report, the Board of Directors of your Company at its Meeting held on

28th May, 2021, subject to requisite approvals/consents, approved the Scheme of Merger by Absorption of Mahindra Electric Mobility Limited (MEML) with the Company and their respective shareholders (Scheme) under the provisions of sections 230 to 232 and other applicable provisions of the Companies Act, 2013. The Appointed Date of the Scheme is 1st April, 2021 or such other date as may be directed or approved by the National Company Law Tribunal (NCLT) or any other appropriate authority. On completion of the merger, the entire assets and liabilities of MEML would be transferred to and recorded by the Company as per applicable accounting standards.

The Scheme provides for issue of Ordinary (Equity) Shares by the Company to the shareholders of MEML (other than the Company or subsidiary(ies) of the Company holding shares directly and jointly with its nominee shareholders). The share exchange Ratio is 480 (Four Hundred and Eighty) Ordinary (Equity) Shares of Rs. 5 each fully paid-up of the Company for every 10,000 (Ten Thousand) Equity Shares of Rs. 10 each fully paid-up held in MEML as on Record Date. The shares held in MEML by the Company or its subsidiary(ies) directly and jointly with its nominee shareholders shall be cancelled upon the Scheme becoming effective. Additionally, the stock options held by the eligible ESOP holders of MEML as on the Record Date shall be substituted with ESOPs of the Company in accordance with the Scheme. The Company has received Observation letters from BSE Limited and National Stock Exchange of India Limited, conveying their no-objection to the Scheme. The Company has filed the Scheme for admission with the NCLT, Mumbai Bench.

Divestment of stake by Mahindra Engineering and Chemical Products Limited in Mahindra Tsubaki Conveyor Systems Private Limited

Mahindra Engineering and Chemical Products Limited (MECPL), a wholly owned subsidiary of the Company (merged with the Company with effect from 29th April, 2022), has sold its entire stake aggregating 49% of the paid-up Equity Share Capital of Mahindra Tsubaki Conveyor Systems Private Limited (MTC) on 21st February, 2022 for a consideration of Rs. 58.89 crores to Tsubakimoto Bulk Systems Corp., (TBS) headquartered in Osaka, Japan, a wholly owned subsidiary of Tsubakimoto Chain Co., Japan, a public listed company on the Tokyo Stock Exchange. Pursuant to this transaction, the shareholding of MECPL in MTC has become ''Nil'' and MTC had ceased to be an associate of MECPL with effect from 21st February, 2022.


Investment in ReNew Sunlight Energy Private Limited

ReNew Sunlight Energy Private Limited (RSEPL) became an Associate of the Company on 6th July, 2021. The Company subscribed to 1,60,74,000 Equity Shares of RSEPL amounting to 37.2% of the equity share capital of RSEPL for a consideration of Rs. 16.07 crores. The investment in RSEPL will enable the Company to become a Captive User and consume Solar Power generated by RSEPL.

RSEPL is an Indian company, incorporated on 15th December, 2020 which intends to setup Solar Park and generate solar power. RSEPL is subsidiary of ReNew Green Energy Solutions Private Limited (RGESPL) which in turn is a subsidiary of Renew Power Private Limited.

Sale of Stake held by the Company in Mahindra Sanyo Special Steel Private Limited pursuant to exercise of a Put Option

Subsequent to the year end, the Company has agreed to sell 34,75,264 Equity Shares of Rs.10 each held by the Company in Mahindra Sanyo Special Steel Private Limited (''MSSSPL'') constituting 22.81% of the Paid-up Capital of MSSSPL to Sanyo Special Steel Co., Ltd (Sanyo) pursuant to exercise of a Put Option available to the Company on Sanyo under the Shareholders'' Agreement. Following the sale, the Company''s holding in MSSSPL would become ''Nil'' and MSSSPL would cease to be an Associate of the Company.

Disinvestment of OFD Holding B.V., the Netherlands

In April 2022, Mahindra Fresh Fruits Distribution Holding Company (Europe) B.V. (MFFD) sold its entire stake aggregating 83.09% of the paid-up Equity Share Capital held in OFD Holding B.V. (OFD), a subsidiary of MFFD which in turn is a subsidiary of Mahindra Agri Solutions Limited and that of the Company, for a consideration of EUR 5.1 million (equivalent to Rs. 42.2 crores).

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

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

Your Company uses SAP ERP Systems as a business enabler and to maintain its Books of Account. The transactional controls built into the SAP ERP Systems ensure appropriate segregation of duties, appropriate level of approval mechanisms and maintenance of supporting records. The Policies related to the Information Management reinforce the control environment. The systems, Standard Operating Procedures and controls are reviewed by Management. These systems and controls are subjected to Internal Audit and their findings and recommendations are reviewed by the Audit Committee which ensures the implementation.

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

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

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

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

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 had not entered into any Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements.

The confirmation that there are Nil Material Related Party Transactions, 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/investors/reports-and-filings.

Statutory Auditors and Auditors’ Report

As approved by the Shareholders at the 71st Annual General Meeting (AGM) of the Company held on 4th August, 2017, Messrs B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/ W-100022), the retiring Auditors will complete their 5 years tenure as Statutory Auditors of the Company on the conclusion of the 76th AGM of the Company.

The Board of Directors of the Company at its Meeting held on 28th May, 2022, on the recommendation of the Audit Committee, have made its recommendation to the Members for re-appointment of Messrs B S R & Co. LLP, Chartered Accountants (Firm Registration Number 101248W/W-100022), who have given a written consent to act as Statutory Auditors of your Company and have also confirmed that the said appointment would be in conformity with the provisions of sections 139 and 141 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, to hold office for

a second term of 5 (five) consecutive years from the conclusion of the ensuing AGM, until the conclusion of the 81st AGM of the Company to be held in the year 2027.

The Members are requested to re-appoint Messrs B S R & Co. LLP as Statutory Auditors of the Company at the ensuing Annual General Meeting for a second term of 5 (five) consecutive years from the conclusion of the ensuing Annual General Meeting till the conclusion of the 81st Annual General Meeting and fix their remuneration.

The Auditors'' Report for FY 2021-22 is unmodified i.e. it does not contain any qualification, reservation or 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 2021-22 given by the Secretarial Auditor.

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

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2021-22 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

During the year, Mahindra Vehicle Manufacturers Limited (MVML), ceased to be a material subsidiary of the Company with effect from 1st July, 2021. There is no Material Unlisted Indian Subsidiary of the Company as on 31st March, 2022 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 2021-22.

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 2021-22.

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 2022-23 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.

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 40 to the Financial Statements.

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. All the 17 outstanding deposits aggregating Rs. 7.49 lakhs from the public and shareholders as on 31st March, 2022 had matured and had not been claimed as at the end of the Financial Year. 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 is disclosed separately in the Financial Statements of the Company.

Key Managerial Personnel (KMP)

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

(a) Dr. Anish Shah - Managing Director and CEO (re-designated with effect from 2nd April, 2021)

(b) Mr. Rajesh Jejurikar - Executive Director (Automotive & Farm Sectors)

(c) Mr. Manoj Bhat - Group Chief Financial Officer (appointed with effect from 2nd April, 2021)

(d) Mr. Narayan Shankar - Company Secretary

Dr. Pawan Goenka ceased to be the Managing Director and CEO as well as the Director of the Company with effect from 2nd April, 2021. Dr. Anish Shah was re-designated as Managing Director and CEO of the Company and ceased to be the Deputy Managing Director and Group Chief Financial Officer of the Company, with effect from 2nd April, 2021.

Further, Mr. Anand G. Mahindra transitioned to the role of Non-Executive Chairman of the Company with effect from 12th November, 2021 upon completion of his tenure as the Executive Chairman of the Company and consequently ceased to be a Key Managerial Personnel of the Company.

Employees’ Stock Option and Employees’ Welfare Schemes

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

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

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

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

3. M&M Employees Welfare Fund No. 1

4. M&M Employees Welfare Fund No. 2

5. M&M Employees Welfare Fund No. 3

* No outstanding options as on 31st March, 2022

There were no changes made to the above Schemes except alignment of 2010 Scheme with the SBEB Regulations 2021. The above-mentioned 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/FY22/AnnualReport.zip.

Particulars of Employees and related disclosures

The Company had 389 employees who were in receipt of remuneration of not less than Rs. 1,02,00,000 during the year ended 31st March, 2022 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/FY22/AnnualReport.zip.

Disclosures with respect to the remuneration of Directors, 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 even during the toughest time of Pandemic.

Your Company''s focus continues towards propagating proactive and employee centric practices. The transformational work culture initiative that aims to create an engaged workforce with an innovative, productive and a competitive shop-floor ecosystem continues to grow in strength. Some examples of the programs put in place includes ''Rise for Associates'', industrial relations skills for frontline officers, Employee of the year, e-compliance,

e-portal for reward and recognition of associates and Code of Conduct for associates. The Employee Relations Council is taking forward the work of Transformational Work Culture Committee (TWCC) and leads the design and implementation of these programs and reviews its progress.

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 behavioral and functional programs such as safety and environment, quality tools, TPM, continuous improvement, result orientation, relationship management, decision making and programs on skill building. In its continuous endeavor in employee lifecycle processes, your Company has launched-Employee Connect Centre (ECC) digital form of traditional time office and payroll for ease of access to associates, Success Factors & Learning Management System for associates to enable self-paced learning on a digital space.

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.

One of your Company''s associates from MRV Chennai won the silver medal in IndiaSkills Competition. The Mahindra Parivaar including dealers has won all the top three positions in the Automobile Technology Category at IndiaSkills, New Delhi held from 6th to 10th January 2022. One among them would be representing the Company at the World Skills Competition to be held at Shanghai, China, in October later this year. In an endeavor to improve quality, reduce cost, ensure safety, and improve productivity, your Company''s shop floor associates managed to generate on an average 10 ideas per person in the Financial Year 2022 even during the time of uncertainties.

This year significant emphasis was also laid towards raising awareness on health and wellness of employees and their family members on protection from COVID-19 under the brand program Swasth Raho Mast Raho over Google Teams platform in addition to regular annual medical check-ups and health awareness activities. Diet food has become a way of life over the past four years. 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. Long term settlements and bonus settlements were amicably agreed upon at all locations. The sustained efforts towards building a transformational work culture resulted in zero production loss in the Financial Year 2021-22 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 external virtual assessment and recertification as per the standard, ISO: 45001: 2018. The management commitment towards SOH&E is demonstrated through adoption of new compliance management digitization which included all notifications published during the pandemic period. The Company implemented various initiatives by incorporating all Government released guidelines with overall health and hygiene being merged with the SOH&E policy. The achievements were assessed through management reviews from time to time.

At each Plant location, annual events like Road Safety Week, National Safety Day/Month and Fire Service Week were organized virtually. As per new normal, various new topics were deployed to train employees on Safety, Health and Environment. Along with the virtual meetings, dexterity competency training programs were deployed for associates, with special focus on safety and fire safety by introducing Self-Managed Teams (SMT''s). The training programs were leveraged by on-the-job training (OJT) and virtual reality (V.R.) programs supporting various safety topics to enhance learning.

To strengthen the safety best practices, the Company continues to focus on theme-based safety topics arising out of OHS hazards and immediate corrective action as well as permanent corrective actions are implemented

with agility. Continuous drive is taken to enhance Behavior Based Safety (BBS) Level 2. Additionally, your Company introduced new fire protection system by upgrading and introducing new technology to eliminate property losses. Results were monitored by reviewing office fire prevention and protection. Fire load reduction is monitored by setting up targets and working towards sustenance of zero fire incidence across each manufacturing location in each Sector.

Your Company has followed the assessment by evaluation for implementation through The Mahindra Safety Way (TMSW). For this evaluation process, total 25 parameters are assessed for the Mahindra Group companies across all the plants.

Your Company carried out Management of change process, Gap audit process, HAZOP analysis for each license storage premises which is audited by competent persons apart from statutory Safety, Fire Safety, Electrical Safety Audits. For the year under review, your Company achieved substantial reduction in the results of lag indicators, first aid incidences by adopting new initiatives. Focussed drive was taken on critical machinery and equipments. Plastic elimination and recyclable packaging material in more and more spares is initiated by substituting the material as appropriate.

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 revisiting the objectives, newer targets were revised. New techniques used in various projects have been implemented by your Company in zero carbon emission, waste avoidance/ minimization. Carbon footprint reduction is achieved by deploying new energy conservation motors and increasing share of renewable energy. Many of the Company''s new initiatives have been shared by your Company with the supplier community to encourage their consultation and participation in line with current and future environmental challenges.

During the year under review, your Company started reporting the implementation status under Extended Producer Responsibility Organizations (EPRO) with newly set targets established by Central Government i.e. Central Pollution Control Board by way of released new amended notification. Plastic waste management activities cover pan India network developed for plastic waste recycling management for all the Company''s manufacturing plants

and spares business units are also involved with state wise clusters for its Suppliers and Dealers.

Your Company implemented various measures towards water neutrality and achieved reduction in consumption of freshwater requirement. By demonstrating implementation measures, a marked improvement has been observed in ground water recharging and water recycling.

Your Company continued its commitment to improve the well-being of employees and contract associates through various activities. Education and awareness sessions were conducted on enhancement of physical and mental health. Also, through virtual platform Swasth Raho Mast Raho programs are being conducted by renowned faculties for Mahindra family members. Further, vaccination drive was conducted in each plant premises to facilitate the vaccination for employees and their family members. Health magazine was published Health in COVID era to demonstrate excellence in occupational health.

Additionally, the Company has initiated a stage-wise physiotherapy study to improve ergonomics at the operational stages working towards fatigue elimination at workplace. Videos were created to improve their posture observed at shop floor. First aid refresher training programs were organized for employees and associates.

Your Company has taken care of all the employees of Mahindra Group companies in the pandemic and various activities were conducted by way of medical check-up, vaccination drive, webinar for all the employees and their family members. Consultation and counselling on pandemic illness, advisory publishing, for all employees and family members were also completed. Robust implementation of compliance for Bio-medical Waste Disposal Management as per pandemic notifications was also carried out.

In addition, environment protection awareness is generated virtually amongst all stakeholders on an annual basis for World Ozone Day, World Environment Day, World Earth Day, World Water Day and Energy Conservation Week and Water Conservation Week, etc.

Certifications/Recertifications

All Plants of your Company are re-certified for Standard ISO 45001: 2018 and ISO 14001: 2015. Further, all plants

have implemented Integrated Management System (IMS). Your Company is 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 performances periodically. Focus on new initiatives involving all stakeholders coupled with management reviews have helped your Company to demonstrate excellence in SOH&E performance.

Directors

As mentioned in the previous Annual Report, Dr. Pawan Goenka ceased to be the Managing Director and Chief Executive Officer of the Company with effect from 2nd April, 2021. Dr. Goenka also ceased to be a Member of the Board of Directors of the Company with effect from 2nd April, 2021.

In terms of the Succession Planning approved by the Governance, Nomination and Remuneration Committee and Board of your Company, Dr. Anish Shah took over as the Managing Director and Chief Executive Officer of the Company with effect from 2nd April, 2021.

Mr. Anand G. Mahindra transitioned to the role of Non-Executive Chairman of the Company with effect from 12th November, 2021 upon completion of his tenure as the Executive Chairman of the Company.

Ms. Nisaba Godrej and Mr. Muthiah Murugappan were appointed as Independent Directors of the Company for a term of 5 (five) consecutive years commencing from 8th August, 2020 to 7th August, 2025.

Mr. T.N. Manoharan was re-appointed as an Independent Director of the Company for a second term of 5 (five) consecutive years commencing from 11th November, 2021 to 10th November, 2026.

Padma Bhushan Award to Mr. Anand G. Mahindra, Chairman

Mr. Anand G. Mahindra, Chairman of the Company was conferred with one of the highest civilian honour Padma Bhushan Award for 2020 (Award) for his distinguished service of high order in the field of Trade and Industry. The Award which had been conferred on 26th January, 2020 was received by him on 8th November, 2021 from the President of India at Rashtrapati Bhavan in New Delhi.

The Chairman of the Company has expressed gratitude towards all the Mahindraites and Stakeholders who embraced the Rise philosophy and made this possible.

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. Further, pursuant to the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021 dated 3rd August, 2021 read with Corrigendum dated 6th August, 2021 amending the definition of Independent Director under Listing Regulations with effect from 1st January, 2022, a confirmation had been obtained from all the Independent Directors of the Company that they meet the revised criteria of Independence as of 1st January, 2022.

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 fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs, Manesar (''IICA''). 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 would be undertaking the said test in due course.

Lead Independent Director

Mr. Vikram Singh Mehta, Independent Director and Chairman of Governance, Nomination and Remuneration Committee has been appointed as the Lead Independent Director with effect from 1st April, 2021. 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 and Mr. Rajesh Jejurikar retire by rotation and, being eligible, offer themselves for re-appointment at the 76th Annual General Meeting of the Company scheduled to be held on 5th August, 2022.

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 (Automotive & Farm Sectors).

I Feedback Mechanism

Feedback was sought by way of a structured questionnaire covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of Specific Duties, Obligations and Governance and the evaluation was carried out based on 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, frequency and 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 and constructive functioning of the Committees, effectiveness of the Committee''s recommendation for the decisions of the Board, etc.

Evaluation of Directors and Board

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

Director and the Executive Director of the Company was carried out by the Chairman of the Board and other Directors.

Criteria for Independent Directors

The performance evaluation of Independent Directors was based on various criteria, inter alia, including attendance at Board and Committee Meetings, skill, experience, ability to challenge views of others in a constructive manner, knowledge acquired with regard to the Company''s business, understanding of industry and global trends, etc.

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 leadership style, 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 and Committee 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 demonstrated and effective communication skills.

Results of Evaluation

The results of evaluation showed high level of commitment and engagement of Board, its various committees and senior leadership. The results of the evaluation were shared with the Board, Chairman of respective Committees and individual Directors. Based on the outcome of the evaluation, the Board has agreed on an action plan to further improve the effectiveness and functioning of the Board and Committees.

The Directors expressed their satisfaction with the evaluation process. During the year under review, the Committee ascertained and reconfirmed that the

deployment of questionnaire as a methodology, is effective for evaluation of performance of 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;

(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. The Policy was modified to align with the amendments made to the Listing Regulations effective from 1st January, 2022.

Further, to strengthen the disclosures on Corporate Governance, the Policy was amended to include the following three Annexures:

• Policy on Board Membership Criteria;

• The Board Diversity Policy;

• Policy on Criteria for determining Independence of Directors.

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/investors/reports-and-filings.

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.

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

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

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 Independent 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 familiarization programmes for its Directors including review of Investments of the Company by Strategic Investment Committee, Industry Outlook at the Board Meetings, Regulatory updates at Board and Audit Committee Meetings covering changes with respect to the Companies Act, 2013, Listing Regulations, Taxation and other matters, Presentations on Internal Control over Financial Reporting, Operational Control over Financial Reporting, Prevention of Insider Trading Regulations, Framework for Related Party Transactions, Plant Visit, Meeting with Senior Executive(s) of your Company, Corporate Social Responsibility Strategy etc. Pursuant to Regulation 46 and 62(1A) of the Listing Regulations, the details required are available on the website of your Company at the web link: https://www.mahindra.com/resources/FY22/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) i n the preparation of the annual accounts for the Financial Year ended 31st March, 2022, 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, 2022 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, 2022;

(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, 2022.

Board Meetings and Annual General Meeting

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

During the year 1st April, 2021 to 31st March, 2022, six Board Meetings were held on: 29th April, 2021, 28th May, 2021, 6th August, 2021, 9th November, 2021, 10th and 11th February, 2022 and 15th March, 2022. The 75th Annual General Meeting (AGM) of the Company was held on 6th August, 2021 through Video Conferencing/Other Audio Visual Means.

Meetings of Independent Directors

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

During the year, the scope of Audit Committee was amended to, inter-alia, align with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Second Amendment) Regulations, 2021, the details of which are furnished in the Report on Corporate Governance that forms part of this Annual Report.

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

Winding-up of Loans & Investment Committee of the Company

The Board of Directors of your Company at its Meeting held on 10th and 11th February, 2022 as part of simplification process, considered and approved the winding-up of the Loans & Investment Committee with effect from 10th February, 2022.

Corporate Governance

Your Company has a rich legacy of ethical governance practices many of which were implemented by the Company, even before they were mandated by law. Your Company is committed to transparency in all its dealings and places high emphasis on business ethics.

Your Company featured in the ''Leadership'' category in the Corporate Governance Scorecard 2021 which is developed by Institutional Investor Advisory Services India Limited (''IiAS'') with support from International Finance Corporation (''IFC'') and BSE Limited (''BSE''). Further, your Company received the prestigious ''Golden Peacock Global Award for Excellence in Corporate Governance'' for the year 2021.

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.

Code Of Conduct

Your Company''s Code of Conduct (the Code) outlines the commitment to principles of integrity, transparency and fairness that employees, suppliers, distributors and other third parties who work with the Company must comply. The Code of Conduct enables every person working for and with the Company to make the right choices and demonstrate the highest standards of integrity and ethical behaviour. It is translated in 4 regional languages and is available on the Company''s website and can be accessed on the website in the Governance section at the Web-link: https://www.mahindra.com/investors/reports-and-filings.

All the policies are accessible through the Rise@Work on the Company''s intranet as well as on the mobile app Me-connect.

The Ethics & Governance framework is also anchored by clearly defined policies and procedures, covering areas such as Anti-Bribery and Anti-Corruption (ABAC), Policy on Gifts & Entertainment, Prevention of Sexual Harassment at Workplace (POSH) and Whistle Blower Policy.

The Company has put in place an implementation framework through annual awareness program. All new joiners are required to undertake on-line training of the Code, POSH and ABAC on joining the employment. For reinforcing Code and Policies, all employees are further required to complete mandatory e-Learning refresher training, annually. In addition to this, an annual Compliance module is mandated to all employees. Your Company has a stellar support of 150 Ethics Counsellors who help in a continuous cycle of effective communication of Code and Policies with their cohorts.

The processes for identifying and resolving breaches of the Code and Policies are clearly defined and regularly communicated throughout the Company. Data relating to such breaches is reviewed by the Corporate Governance Council and by relevant Board Committees that helps to determine the allocation of resources for future Policy development, 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 that the decisions are taken in fair, just and consistent manner across various functions of that business.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the Listing Regulations is implemented through the Company''s Whistle Blower Policy to enable 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), to provide for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee. A quarterly report on the whistle blower complaints received is placed before the Audit Committee for its review.

The Whistle Blower Policy was updated during the year, the details of which may be referred to in Annexure VIII of this Board''s Report. 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/investors/reports-and-filings.

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

The Company has a detailed Policy on Prevention of Sexual Harassment (POSH Policy) in place in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (Act). Internal Complaints Committees (ICC) have been set up to redress complaints received regarding sexual harassment and the Company has complied with provisions relating to the constitution of ICC under the Act. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. The POSH Policy is gender inclusive, and the framework ensures complete anonymity and confidentiality. The POSH Policy was updated during the year, the details of which may be referred to in Annexure VIII of this Board''s Report.

While maintaining the highest governance norms, the various ICC have appointed internal members with 50% being women and external members with relevant experience. The ICC is presided by a senior woman employee in each case. The ICC has been updated on judicial trends and trained regularly on the nuances of the Act.

During the year under review, 9 complaints with allegations of sexual harassment were filed and 7 were resolved as per the provisions of the Act. 2 complaints are pending as of 31st March, 2022.

Awareness in this area has been created vide Speak Up campaign with focus on virtual workings and reiterating Mahindra''s commitment for providing safe workplace to all its employees. The Company has organised induction training for new joiners, online training and refresher modules, virtual and classroom trainings by Ethics Counsellors, emailers and posters to sensitise the employees to conduct themselves in a professional manner.

Business Responsibility Report

The ''Business Responsibility Report'' (BRR) of your Company for the Financial Year 2021-22 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. During the year under review, the terms of reference of the Risk Management Committee and the Risk Management Policy were amended by the Board pursuant to the Listing Regulations.

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.

Corporate Social Responsibility (CSR)

Over the past seven decades, your Company has built its reputation as a good corporate citizen by not only doing good business, but also by driving positive change in society. The core purpose of your Company is to challenge conventional thinking and innovatively use all our resources to drive positive change in the lives of our stakeholders and communities across the world, to enable them to RISE. Keeping the core purpose in mind, your Company has invested in impactful CSR projects.

This year too was a challenging year for humanity, with the adverse impact of the COVID-19 pandemic being felt by one and all, but more so by vulnerable and marginalized groups on whom the impact has been the hardest. Your Company has invested in a concerted manner to provide COVID-19 relief and rehabilitation with an aim of building resilient communities. The Mahindra Group swiftly responded to the pandemic by putting into action a series of relief initiatives across 23 States and Union Territories. The State and District administration and hospitals were provided with 23 Oxygen Plants, 866 Oxygen Concentrators and 94 Ambulances by the Group. The Group also distributed over 2,37,750 cooked meals and provided ration and other essentials to over 3,66,090 beneficiaries. The frontline workers were supported through distribution of over 2,75,050 protective gears such as face masks, face shields, gloves, PPE kits, etc. and 8,450 litres of sanitizer. Infrastructural support and consumables were provided to over 40 hospitals across the country and the capacity of COVID Care centre in Pune MHADA was further augmented.

Your Company also supported Mass scale Preventive actions for COVID-19 transmission (IMPACT) program in 600 villages in Araku, Andhra Pradesh. Apart from raising awareness, the project ensured that thermal screening was carried out in the villages thereby leading to early detection and immediate treatment through provision of drugs under medical supervision. A similar program was implemented in partnership with Aatapi Seva Foundation for marginalized communities in 25 villages of Bharuch, Gujarat. 700 Front line workers

were also provided with a self-contained kit consisting of a pulse oximeter, basic protective equipment, and supplementary information communication material to protect and provide the health safety net to more than 4,00,000 people in rural India.

Your Company has continued to support the constituencies of girls, youth and farmers through projects in the domains of education, health and the environment. This year your Company made special effort in empowering women both in urban and rural areas. By investing CSR efforts in these critical constituencies who contribute to nation building and the economy, your Company will enable our stakeholders and communities to RISE. The impact of some of the CSR projects your Company invested in Financial Year 2021-22 are shown below:

- Project Nanhi Kali supported the education of 1,85,759 underprivileged girls through 7,049 Academic Support Centres across 20 Districts in 9 States of India. Of these, your Company continued to support 38,096 girls, which includes an additional 5,050 girls enrolled in Financial Year 2021-22, while the Mahindra Group as a whole continued to support 83,591 girls. Despite COVID-19 restrictions, this project ensured continuous learning for girl children.

- Mahindra Pride: Mahindra Pride continued to enhance employability skills of youth from socially and economically disadvantaged backgrounds through Mahindra Pride Schools and Mahindra Pride Classrooms. In Financial Year 2021-22, Mahindra Group facilitated training of 1,798 youth under the Mahindra Pride school programme out of which 1,132 youth were supported through your Company. Similarly, under Mahindra Pride Classroom intervention, Mahindra Group supported skills enhancement of 1,81,165 youth, out of which 1,13,282 youth were supported through your Company.

- Krishi Mitr Prerna: Through the Krishi Mitr Prerna Projects, your Company continued to support small and marginal farmers by training them in effective farming practices and providing advisory services including soil health, access to gender friendly farm equipment, linkages to Government welfare support initiatives, resource efficient agriculture methodologies and increasing agricultural income

through increasing crop productivity. The program envisions to develop and empower farmers to meet the demand supply gap of agricultural produce for self-consumption and market requirements. In Financial Year 2021-22, the Company supported 20,135 farmers at PAN India level.

- Women Empowerment through Regenerative Agriculture: The main objective of the programme was to enable women farmers to use regenerative agriculture as a technique to transform the soil on their land, increase productivity and earn profits throughout the year, in addition to ensuring food and nutrition security for their families. Through this project sponsored by your Company, 3,400 women farmers from Moga, Tarn Taran (Punjab) and Shravasti (Uttar Pradesh) were skilled and provided knowledge in regenerative organic farming practice. 3 Regenerative Agriculture Hubs have been set up, each having a demo farm for sharing knowledge on various agricultural practices, training on various farm tools, equipments and techniques.

- Women''s Initiative for Synergistic Empowerment

(WISE): The programme aims at the economic empowerment of women by promoting enterprises through building entrepreneurial capabilities, financial management and digital technology with specialization in better marketing of products. As part of the programme sponsored by your Company, 20,000 SHG members from 14 districts in Maharashtra and Madhya Pradesh, got an opportunity to explore their entrepreneurship capabilities through enterprise awareness programmes. The programmes run with a focus on addressing gender barriers to enterprise. To further support women specifically in branding, packaging and digital marketing, 12 economic empowerment hubs have been created as part of the programme.

- Watershed Development: Your Company entered into a Public Private Partnership (PPP) for a Watershed Development Fund (WDF) and Climate Change Adaptation (CCA) Program with National Bank for Agriculture and Rural Development (NABARD) in two locations:- (1) At Hatta, District Damoh, Madhya Pradesh for developing National Priority Areas of Aspirational District (2) Development of River Basin in Igatpuri Block, Nashik District,

2. CSR Journal Excellence Award 2021 for PRERNA Project in the Category-Women Empowerment and Child welfare. (March 2022)

3. CII Award - Noteworthy Project in Water Management for Integrated Watershed Management Project, Hatta. (December 2021)

4. Project Nanhi Kali - Runner-up in the international BRICS SDG Awards in the category of SDG 5: Gender Equality. (August 2021)

5. Runner-up in CSR Journal Excellence Award 2021 for Self-Implemented Integrated Water Management Project, Hatta in the Category-Environment. (March 2022)

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 name of the CSR projects or programs undertaken can be accessed in the Governance section at the Web-link: https://www.mahindra.com/investors/reports-and-filings.

CSR Committee

As mentioned in the previous Annual Report, the Board at its Meeting held on 26th March, 2021 re-constituted the Corporate Social Responsibility Committee. Dr. Pawan Goenka ceased to be the Member of the Committee with effect from 2nd April, 2021, upon cessation as a Director of the Company and Dr. Anish Shah was inducted in his place.

Further, the Board at its Meeting held on 28th May, 2021 re-constituted the Corporate Social Responsibility Committee by inducting Mr. Muthiah Murugappan as a Member of the Committee. The CSR Committee comprises of Dr. Vishakha N. Desai (Chairperson), Mr. Anand G. Mahindra, Dr. Anish Shah, Mr. Vikram Singh Mehta and Mr. Muthiah Murugappan.

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

Subsequent to the year end, the scope of the Committee was enhanced by including in its Charter Environment, Social and Governance (ESG) related matters, the details of which are furnished in the Report on Corporate Governance that forms part of this Annual Report.

Maharashtra covering around 30 villages, over area of 15,800 hectares. During Financial Year 2021-22, your Company supported more than 9,000 farmers through various interventions of soil and water conservation works, crop diversification measures, livelihood training/support and drudgery reduction initiatives for Integrated Development of the rural catchment. In addition, 18,000 people were benefited with availability of drinking water.

- Mahindra Hariyali: Through this intervention, the Mahindra Group planted 1.57 million trees, which contributed to building green cover and protecting the rich biodiversity of the country. Your Company contributed towards plantation of 1.32 million trees out of which 1.11 million trees were planted in the Araku Valley, which besides greening the environment also provided livelihood support to tribal farmers by growing coffee and fruit bearing trees in this region. Till date, 20.65 million trees have been planted through Mahindra Hariyali, of which 13.40 million trees were planted in Araku which supported livelihood of 25,000 tribal farmer families.

- Employee Volunteering: Despite the challenges posed by the pandemic, the Company''s employees continued to give back to the Society. Through the employee volunteering platforms (ESOPs and MySeva) 38,803 employees invested 3,62,585 person hours of their personal time in volunteering activities. Of these 7,718 were Company employees who contributed 47,133 person hours towards a variety of social causes. At the Group level 1,07,600.50 person hours were invested through individual acts of Social Responsibility undertaken by Mahindra Group employees which they reported on MySeva Platform. The balance 2,54,984.50 person hours was contributed through Employee Social Options (ESOPs) which is the Company organised volunteering programme at the Mahindra Group.

During the last Financial Year, your Company''s efforts to drive positive change were acknowledged by various forums and your Company received the following awards:

1. FICCI CSR Award for Mahindra Hariyali Project in the Category - Skill Development and Livelihood -Private Sector Companies with INR 3001 Crores per annum and above. (August 2021)

During the year under review, your Company spent Rs. 97,07,68,887 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. 96,84,63,072. The Board has considered the Impact Assessment Reports at its meeting held on 28th May, 2022. The detailed Annual Report on the CSR activities undertaken by your Company in the Financial Year 2022 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/FY22/AnnualReport.zip

Sustainability

During the year under review, the 14th Sustainability Report for the year 2020-21 was released. The Report was externally assured by KPMG and prepared in accordance with the GRI Standards-Core option.

By implementing Mahindra Sustainability Framework, your Company continued the focus on the Environmental, Social and Governance (ESG) parameters ensuring a common language for sustainability across the Group. This framework defines sustainability as Building enduring business by rejuvenating the environment and enabling stakeholders to rise. Under the three pillars People, Planet and Profit of Sustainability Framework; various actions have been implemented across the Group.

The ESG information is disclosed under Dow Jones Sustainability Index (DJSI) and Carbon Disclosure Project (CDP). In DJSI, your Company has achieved position in both World and Emerging Market Index. In CDP Climate and CDP Water, your Company has achieved level A.

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.

Dr. Anish Shah, Managing Director & CEO of your Company participated in the First Movers Coalition dialogue with US Special Presidential Envoy on Climate organised by World Economic Forum. He also attended CEO climate leaders meeting organized by World Economic Forum on building the net-zero economy and carbon removals.

The Sustainability performance for your Company for the Financial Year 2021-22 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 the following:

• Part of DJSI yearbook 2022. Top 15 percentile of an industry gets featured in the yearbook.

• Inclusion in CDP Supplier Engagement Leader Board 2021.

• Part of Power list of top 50 India''s Most Sustainable Companies 2021-22, by Business World.

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.

Share Capital

During the year under review, the Authorised Share Capital of the Company was increased from Rs. 4,075 crores divided into 810,00,00,000 Ordinary (Equity) Shares of Rs. 5 each and 25,00,000 Unclassified shares of Rs. 100 each to Rs. 10,575 crores divided into 1810,00,00,000 Ordinary (Equity) Shares of Rs. 5 each and 25,00,000 Unclassified shares of Rs. 100 each and 150,00,00,000 Preference Shares of Rs. 10 each pursuant to the Scheme of Merger by Absorption of Mahindra Vehicle Manufacturers Limited with the Company becoming effective from 1st July, 2021.

The Authorised Share Capital of the Company further stands increased to Rs. 11,681.5 crores divided into 2031,30,00,000 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 pursuant to the Scheme of Merger by Absorption of Mahindra Engineering and Chemical Products Limited, Retail Initiative Holdings Limited and Mahindra Retail Limited with the Company becoming effective from 29th April, 2022.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 621.60 crores as at 31st March, 2022 comprising of 1,24,31,92,544 Ordinary (Equity) Shares of Rs. 5 each fully paid-up. There was no change in the issued, subscribed and paid-up Share Capital 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 https://www.mahindra.com/resources/FY22/AnnualReport.zip

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

There was 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 has filed its detailed reply and the matter is pending for final hearing.

Neither the Executive Chairman (upto 11th November, 2021) nor the Managing Director nor the Executive Director (Automotive & Farm Sectors) received any remuneration or commission from any of the subsidiaries of your Company.

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were

no transactions/events on these items during the year

under review:

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

2. Issue of Shares (including Sweat Equity Shares) to employees of the Company under any Scheme save and except Employees Stock Option Schemes (ESOS) referred to in this Report.

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

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

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

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

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

For and on behalf of the Board

ANAND G. MAHINDRA

Chairman

th

Director’s Report