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Mahindra & Mahindra Ltd.

BSE: 500520 Sector: Auto
NSE: M&M ISIN Code: INE101A01026
BSE 00:00 | 12 Aug 1259.70 -5.85
(-0.46%)
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NSE 05:30 | 01 Jan Mahindra & Mahindra Ltd
OPEN 1267.90
PREVIOUS CLOSE 1265.55
VOLUME 199211
52-Week high 1280.00
52-Week low 671.00
P/E 27.81
Mkt Cap.(Rs cr) 156,606
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1267.90
CLOSE 1265.55
VOLUME 199211
52-Week high 1280.00
52-Week low 671.00
P/E 27.81
Mkt Cap.(Rs cr) 156,606
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Mahindra & Mahindra Ltd. (M&M) - Auditors Report

Company auditors report

to the Members of Mahindra & Mahindra Limited

Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the standalone financial statements of Mahindra &Mahindra Limited (the “Company") which comprise the standalone balance sheet asat 31 March 2022 and the standalone statement of profit and loss (including othercomprehensive income) standalone statement of changes in equity and standalone statementof cash flows for the year then ended and notes to the standalone financial statementsincluding a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to theexplanations given to us the aforesaid standalone financial statements give theinformation required by the Companies Act 2013 (“Act") in the manner sorequired and give a true and fair view in conformity with the accounting principlesgenerally accepted in India of the state of affairs of the Company as at 31 March 2022and its profit and other comprehensive income changes in equity and its cash flows forthe year ended on that date.

Basis for Opinion

We conducted our audit in accordance with the Standards on Auditing(SAs) specified under Section 143(10) of the Act. Our responsibilities under those SAs arefurther described in the Auditor's Responsibilities for the Audit of the StandaloneFinancial Statements section of our report. We are independent of the Company inaccordance with the Code of Ethics issued by the Institute of Chartered Accountants ofIndia together with the ethical requirements that are relevant to our audit of thestandalone financial statements under the provisions of the Act and the Rules thereunderand we have fulfilled our other ethical responsibilities in accordance with theserequirements and the Code of Ethics. We believe that the audit evidence we have obtainedis sufficient and appropriate to provide a basis for our opinion on the standalonefinancial statements.

Emphasis of matter

We draw attention to Note 44(B)(i) of the standalone financialstatements which describes the accounting for the Scheme of Amalgamation between theCompany and Mahindra Vehicle Manufacturers Limited a wholly owned subsidiary. The Schemehas been approved by the National Company Law Tribunal ('NCLT') vide its order dated 26April 2021 and a certified copy has been filed by the Company with the Registrar ofCompanies Mumbai Maharashtra on 1 July 2021. Though the appointed date as per the NCLTapproved Scheme is 1 April 2019 as per the requirements of Appendix C to Ind AS 103“Business Combinations" the combination has been accounted for as if it hadoccurred from the beginning of the preceding period in the standalone financialstatements. Accordingly the amounts relating to the year ended 31 March 2022 include theimpact of the business combination for the entire year and the corresponding amounts forthe previous year ended 31 March 2021 have been restated by the Company after recognisingthe effect of the amalgamation as above. The aforesaid Note 44(B)(i) also describes indetail the impact of the business combination on the standalone financial statements.

Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that in our professional judgmentwere of most significance in our audit of the standalone financial statements of thecurrent period. These matters were addressed in the context of our audit of the standalonefinancial statements as a whole and in forming our opinion thereon and we do not providea separate opinion on these matters.

Description of Key Audit Matter

1. Impairment assessment of long-term investments in subsidiariesjoint ventures and associates

The key audit matter How the matter was addressed in our audit
The Company has long-term investments in subsidiaries joint ventures and associates (collectively “the investments") aggregating Rs. 17208 crores as at 31 March 2022. The Company records the investments at cost less any provision for impairment loss. Our audit procedures included:
Changes in business environment including the economic uncertainty created by the novel corona virus (COVID-19) geopolitical situation and general inflationary trend could have a significant impact on the valuation of these investments. The investments are tested for impairment periodically. The Company assesses the carrying amounts of the investments to determine indicators of impairment loss as the recoverable values rely on certain assumptions and estimates of future performance which impact the valuation. If any such indication exists the recoverable amount which is the higher of the market value or Value In Use (VIU) or fair value less cost of disposal of the investment is estimated and the impairment loss if any is recognised in the statement of profit and loss and carrying amount of investments is reduced to its recoverable amount. • Assessed the design implementation and operating effectiveness of key controls in respect of the Company's impairment assessment process including the approval of forecasts and valuation models;
Refer note 2(d)(iv) - significant accounting policy for impairment of investments. • Tested the key VIU assumptions used in estimating future cash flows such as revenue volumes and prices operating costs inflation and growth rates by comparing these inputs with externally derived data past performances consistency with the Board approved investment plans and knowledge of the industry;
• Involved valuation specialists as applicable to evaluate the assumptions including the discount rates used in VIU calculations through reference to reports of industry analysts;
• Evaluated past performance where relevant and assessed historical accuracy of the forecast produced by management; and
• Assessed the adequacy of disclosures on key judgements assumptions and quantitative data with respect to impairment losses.

2. Impairment assessment of tangible assets and development expenditurecapitalised and currently under development

The key audit matter How the matter was addressed in our audit
The Company's Automotive cash generating unit (Auto CGU) has aggregate tangible assets of Rs. 10629 crores which includes property plant and equipment of Rs. 9262 crores and Rs. 1367 crores of capital-work-in-progress as at 31 March 2022. Further the Auto CGU has Rs. 2264 crores of development expenditure capitalized and Rs. 2792 crores of intangible assets under development (collectively “the intangible assets"). Our audit procedures included:
Changes in business environment including the economic uncertainty created by COVID-19 geopolitical situation and general inflationary trend could have a significant impact on the valuation of the tangible and intangible assets of the Auto CGU. The tangible and intangible assets are tested for impairment periodically. The Company assesses the carrying amounts of the tangible and intangible assets to determine indicators of impairment loss as the recoverable values rely on certain assumptions and estimates of future performance which impact the valuation. If any such indication exists the recoverable amount which is the higher of VIU or fair value less cost to sell of the Auto CGU is estimated and the impairment loss is recognised in the statement of profit and loss. The carrying amount of the tangible and intangible assets of Auto CGU is reduced to its recoverable amount. • Assessed the design implementation and operating effectiveness of key controls in respect of the Company's impairment assessment process including the approval of forecasts and valuation models;
Refer note 2(g) - significant accounting policy for impairment of tangible and intangible assets • Tested the key VIU assumptions used in estimating future cash flows such as revenue volumes and prices operating costs inflation and growth rates by comparing these inputs with externally derived data past performances consistency with the Board approved investment plans and knowledge of the industry;
• Involved valuation specialists as applicable to evaluate the assumptions including the discount rates used in VIU calculations;
• Evaluated past performance where relevant and assessed historical accuracy of the forecast produced by management;
• Evaluated the stage of development of the intangible assets judgments used for expected probable economic benefits and associated expenditures and their assessment of feasibility of the projects; and
• Assessed the adequacy of disclosures on key judgements assumptions and quantitative data with respect to impairment losses if any.

Other Information

The Company's Management and Board of Directors are responsible for theother information. The other information comprises the information included in theCompany's annual report but does not include the standalone financial statements and ourauditor's report thereon.

Our opinion on the standalone financial statements does not cover theother information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the standalone financial statementsour responsibility is to read the other information and in doing so consider whether theother information is materially inconsistent with the standalone financial statements orour knowledge obtained in the audit or otherwise appears to be materially misstated. Ifbased on the work we have performed we conclude that there is a material misstatement ofthis other information we are required to report that fact. We have nothing to report inthis regard.

Management's and Board of Directors' Responsibilities for theStandalone Financial Statements

The Company's Management and Board of Directors are responsible for thematters stated in Section 134(5) of the Act with respect to the preparation of thesestandalone financial statements that give a true and fair view of the state of affairsprofit/loss and other comprehensive income changes in equity and cash flows of theCompany in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Section 133 of the Act.This responsibility also includes maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding of the assets of the Company and forpreventing and detecting frauds and other irregularities; selection and application ofappropriate accounting policies; making judgments and estimates that are reasonable andprudent; and design implementation and maintenance of adequate internal financialcontrols that were operating effectively for ensuring the accuracy and completeness of theaccounting records relevant to the preparation and presentation of the standalonefinancial statements that give a true and fair view and are free from materialmisstatement whether due to fraud or error.

In preparing the standalone financial statements the Management andBoard of Directors are responsible for assessing the Company's ability to continue as agoing concern disclosing as applicable matters related to going concern and using thegoing concern basis of accounting unless the Board of Directors either intends toliquidate the Company or to cease operations or has no realistic alternative but to doso.

The Board of Directors is also responsible for overseeing the Company'sfinancial reporting process.

Auditor's Responsibilities for the Audit of the Standalone FinancialStatements

Our objectives are to obtain reasonable assurance about whether thestandalone financial statements as a whole are free from material misstatement whetherdue to fraud or error and to issue an auditor's report that includes our opinion.Reasonable assurance is a high level of assurance but is not a guarantee that an auditconducted in accordance with SAs will always detect a material misstatement when itexists. Misstatements can arise from fraud or error and are considered material ifindividually or in the aggregate they could reasonably be expected to influence theeconomic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs we exercise professionaljudgment and maintain professional skepticism throughout the audit. We also:

• I dentify and assess the risks of material misstatement of thestandalone financial statements whether due to fraud or error design and perform auditprocedures responsive to those risks and obtain audit evidence that is sufficient andappropriate to provide a basis for our opinion. The risk of not detecting a materialmisstatement resulting from fraud is higher than for one resulting from error as fraudmay involve collusion forgery intentional omissions misrepresentations or the overrideof internal control.

• Obtain an understanding of internal control relevant to theaudit in order to design audit procedures that are appropriate in the circumstances. UnderSection 143(3)(i) of the Act we are also responsible for expressing our opinion onwhether the company has adequate internal financial controls with reference to financialstatements in place and the operating effectiveness of such controls.

• Evaluate the appropriateness of accounting policies used and thereasonableness of accounting estimates and related disclosures made by the Management andBoard of Directors.

• Conclude on the appropriateness of the Management and Board ofDirectors use of the going concern basis of accounting in preparation of standalonefinancial statements and based on the audit evidence obtained whether a materialuncertainty exists related to events or conditions that may cast significant doubt on theCompany's ability to continue as a going concern. If we conclude that a materialuncertainty exists we are required to draw attention in our auditor's report to therelated disclosures in the standalone financial statements or if such disclosures areinadequate to modify our opinion. Our conclusions are based on the audit evidenceobtained up to the date of our auditor's report. However future events or conditions maycause the Company to cease to continue as a going concern.

• Evaluate the overall presentation structure and content of thestandalone financial statements including the disclosures and whether the standalonefinancial statements represent the underlying transactions and events in a manner thatachieves fair presentation.

We communicate with those charged with governance regarding amongother matters the planned scope and timing of the audit and significant audit findingsincluding any significant deficiencies in internal control that we identify during ouraudit.

We also provide those charged with governance with a statement that wehave complied with relevant ethical requirements regarding independence and tocommunicate with them all relationships and other matters that may reasonably be thoughtto bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance wedetermine those matters that were of most significance in the audit of the standalonefinancial statements of the current period and are therefore the key audit matters. Wedescribe these matters in our auditor's report unless law or regulation precludes publicdisclosure about the matter or when in extremely rare circumstances we determine that amatter should not be communicated in our report because the adverse consequences of doingso would reasonably be expected to outweigh the public interest benefits of suchcommunication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor's Report) Order 2020("the Order") issued by the Central Government of India in terms of Section 143(11) of the Act we give in the "Annexure A" a statement on the mattersspecified in paragraphs 3 and 4 of the Order to the extent applicable.

2. (A) As required by Section 143(3) of the Act we report that:

a) We have sought and obtained all the information and explanationswhich to the best of our knowledge and belief were necessary for the purposes of ouraudit.

b) In our opinion proper books of account as required by law have beenkept by the Company so far as it appears from our examination of those books.

c) The standalone balance sheet the standalone statement of profit andloss (including other comprehensive income) the standalone statement of changes in equityand the standalone statement of cash flows dealt with by this Report are in agreement withthe books of account.

d) In our opinion the aforesaid standalone financial statements complywith the Ind AS specified under Section 133 of the Act.

e) On the basis of the written representations received from thedirectors as on 31 March 2022 taken on record by the Board of Directors none of thedirectors is disqualified as on 31 March 2022 from being appointed as a director in termsof Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls withreference to financial statements of the Company and the operating effectiveness of suchcontrols refer to our separate Report in "Annexure B".

(B) With respect to the other matters to be included in the Auditor'sReport in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules 2014 inour opinion and to the best of our information and according to the explanations given tous:

a) The Company has disclosed the impact of pending litigations as at 31March 2022 on its financial position in its standalone financial statements - Refer Note43 to the standalone financial statements.

b) The Company has made provision as required under the applicable lawor accounting standards for material foreseeable losses if any on long-term contractsincluding derivative contracts - Refer Note 38 to the standalone financial statements.

c) (i) The management has represented that to the best of itsknowledge and belief other than as disclosed in the notes to the accounts (Refer Note41) no funds have been advanced or loaned or invested (either from borrowed funds orshare premium or any other sources or kind of funds) by the Company to or in any otherpersons or entities including foreign entities ("Intermediaries") with theunderstanding whether recorded in writing or otherwise that the Intermediary shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Company or

• provide any guarantee security or the like to or on behalf ofthe Ultimate Beneficiaries.

(ii) The management has represented that to the best of its knowledgeand belief no funds have been received by the Company from any persons or entitiesincluding foreign entities ("Funding Parties") with the understanding whetherrecorded in writing or otherwise that the Company shall:

• directly or indirectly lend or invest in other persons orentities identified in any manner whatsoever ("Ultimate Beneficiaries") by or onbehalf of the Funding Party or

• provide any guarantee security or the like from or on behalf ofthe Ultimate Beneficiaries.

(iii) Based on such audit procedures as considered reasonable andappropriate in the circumstances nothing has come to our notice that has caused us tobelieve that the representations under sub-clause (d) (i) and (d) (ii) contain anymaterial mis-statement.

d) The dividend declared or paid during the year by the Company is incompliance with Section 123 of the Act.

(C) With respect to the matter to be included in the Auditor's Reportunder Section 197(16) of the Act:

In our opinion and according to the information and explanations givento us the remuneration paid by the Company to its directors during the current year is inaccordance with the provisions of Section 197 of the Act. The remuneration paid to anydirector is not in excess of the limit laid down under Section 197 of the Act. TheMinistry of Corporate Affairs has not prescribed other details under Section 197(16) ofthe Act which are required to be commented upon by us.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No. 101248W/W-100022

Jamil Khatri

Partner

Membership No. 102527

UDIN: 22102527AJTXOA5508

Mumbai 28 May 2022

Annexure A to the Independent Auditors' report on the standalonefinancial statements of Mahindra & Mahindra Limited for the year ended 31 March 2022

With reference to the Annexure A referred to in the IndependentAuditors' report to the members of Mahindra & Mahindra Limited ('the Company') on thestandalone financial statements for the year ended 31 March 2022 we report the following:

(i) (a) (A) The Company has maintained proper records showing fullparticulars including quantitative details and situation of Property

Plant and Equipment

(B) The Company has maintained proper records showing full particularsof intangible assets.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has a regularprogramme of physical verification of its Property Plant and Equipment by which allproperty plant and equipment are verified once in three years. In accordance with thisprogramme all property plant and equipment were verified during the year. In ouropinion this periodicity of physical verification is reasonable having regard to the sizeof the Company and the nature of its assets. No material discrepancies were noticed onsuch verification.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the title deeds of immovableproperties (other than immovable properties where the Company is the lessee and the leasesagreements are duly executed in favour of the lessee) disclosed in the standalonefinancial statements are held in the name of the Company.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not revaluedits Property Plant and Equipment (including Right of Use assets) or intangible assets orboth during the year.

(e) According to information and explanations given to us and on thebasis of our examination of the records of the Company there are no proceedings initiatedor pending against the Company for holding any benami property under the Prohibition ofBenami Property Transactions Act 1988 and rules made thereunder.

(ii) (a) The inventory except goods-in-transit has been physicallyverified by the management during the year. For goods-in-transit subsequent evidence ofreceipts has been linked with inventory records. In our opinion the frequency of suchverification is reasonable and procedures and coverage as followed by management wereappropriate. No discrepancies were noticed on verification between the physical stocks andthe book records that were more than 10% in the aggregate of each class of inventory.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has beensanctioned working capital limits in excess of five crore rupees in aggregate from banksor financial institutions on the basis of security of current assets. In our opinion thequarterly returns or statements filed by the Company with such banks or financialinstitutions are in agreement with the books of account of the Company.

(iii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not given anysecurity or advance in nature of loans in companies firms limited liability partnershipor any other parties.

The Company has made investments provided guarantee and granted loansto companies and other parties in respect of which the requisite information is as below.

(a) Based on the audit procedures carried on by us and as per theinformation and explanations given to us the Company has provided loans or stoodguarantee to any other entity as below:

Rs in crores

Particulars Guarantees Loans
Aggregate amount during the year
- Subsidiaries 566 1296
- Others 54
Balance outstanding as at balance sheet date
- Subsidiaries 367 1182
- Others 56

(b) According to the information and explanations given to us and basedon the audit procedures conducted by us in our opinion the investments made guaranteesprovided and the terms and conditions of the grant of loans and guarantees provided duringthe year are prima facie not prejudicial to the interest of the Company.

(c) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in the case of loans given inour opinion the repayment of principal and payment of interest has been stipulated and therepayments or receipts have been regular. Further the Company has not given any advancein the nature of loan to any party during the year.

(d) According to the information and explanations given to us and onthe basis of our examination of the records of the Company there is no overdue amount formore than ninety days in respect of loans given. Further the Company has not given anyadvances in the nature of loans to any party during the year.

(e) According to the information and explanations given to us and onthe basis of our examination of the records of the Company in our opinion followinginstances of loans falling due during the year were renewed or extended or settled byfresh loans:

Rs in crores

Name of the parties Aggregate amount dues renewed or extended or settled by fresh loans Percentage of the aggregate to the total loans or advances in the nature of loans granted during the year
Mahindra Electric Mobility Limited 90 7%

(f) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not grantedany loans or advances in the nature of loans either repayable on demand or withoutspecifying any terms or period of repayment.

(iv) According to the information and explanations given to us and onthe basis of our examination of records of the Company in respect of investments made andloans guarantees given by the Company in our opinion the provisions of Section 185 and186 of the Companies Act 2013 (“the Act") have been complied with.

(v) According to the information and explanations given to us theCompany has not accepted any deposit during the year and accordingly the compliance withSection 73 to 76 of the Act is not applicable. In respect of unclaimed deposits theCompany has complied with the provisions of Sections 73 to 76 or any other relevantprovisions of the Act. According to the information and explanations given to us no orderhas been passed by the Company Law Board or the National Company Law Tribunal or theReserve Bank of India or any Court or any other tribunal on the Company.

(vi) We have broadly reviewed the books of accounts maintained by theCompany pursuant to the rules prescribed by the Central Government for the maintenance ofcost records under Section 148(1) of the Act in respect of its manufactured goods and areof the opinion that prima facie the prescribed accounts and records have been made andmaintained. However we have not made a detailed examination of the records with a view todetermine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company amounts deducted / accruedin the books of account in respect of undisputed statutory dues including Goods andServices Tax ('GST') Provident fund Employees' State Insurance Income-Tax Duty ofCustoms Cess and other statutory dues have been generally regularly deposited by theCompany with the appropriate authorities. According to the information and explanationsgiven to us and on the basis of our examination of the records of the Company noundisputed amounts payable in respect of Goods and Services Tax ('GST') Provident fundEmployees' State Insurance Income-Tax Duty of Customs Cess and other statutory dueswere in arrears as at 31 March 2022 for a period of more than six months from the datethey became payable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company statutory dues relating toGoods and Service Tax Provident Fund Employees State Insurance Income-Tax Duty ofCustoms or Cess or other statutory dues which have not been deposited on account of anydispute are as follows:

Name of the Statute Nature of Dues Amount (Rs. In crores) Period to which the amount relates Forum where dispute is pending
Income Tax Act 1961 Income tax 13.19 AY 2007-08 AY 2009-10 AY 2012-13 AY 2016-17 & AY 2019-20 Assessing Officer
5.41 AY 2014-15 AY 2015-16 AY 2017-18 CIT(A)
Central Excise Act 1944 Duty of Excise 220.88 AY 2016-17 & AY 2017-18 Income Tax Appellate Tribunal
0.58 2008-2017 Appellate Authority-Commissioner
262.58 1991-1992 and 2001-2016 Appellate Authority-Tribunal
11.66 2007-2009 and 2013-2016 High Court
Name of the Statute Nature of Dues Amount (Rs. In crores) Period to which the amount relates Forum where dispute is pending
GST Act 2017 GST 0.01 2017-2022 Appellate Authority-Commissioner
Sales Tax and Value Added Tax Sales tax 355.41 1991-2018 Appellate Authority-Commissioner
4.77 2006-2010 Appellate Authority-Revisional Board
266.69 2003-2017 Appellate Authority-Tribunal Level
170.40 1994-2016 High Court
Finance Act 1994 Service tax 2.30 2016-2017 Appellate Authority-Commissioner
36.23 2002-2013 Appellate Authority-Tribunal
Customs Act 1962 Duty of 1.14 1990-1994 Appellate Authority-Tribunal Level
Customs 1.49 1996-2001 High Court
Total 1352.75

(viii) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has notsurrendered or disclosed any transactions previously unrecorded as income in the books ofaccount in the tax assessments under the Income Tax Act 1961 as income during the year.

(ix) (a) According to the information and explanations given to us andon the basis of our examination of the records of the Company the Company has notdefaulted in repayment of loans and borrowing or in the payment of interest thereon to anylender.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not beendeclared a willful defaulter by any bank or financial institution or government orgovernment authority.

(c) According to the information and explanations given to us by themanagement the Company has not obtained any term loans during the year. Accordinglyclause 3(ix)(c) of the Order is not applicable.

(d) According to the information and explanations given to us and on anoverall examination of the balance sheet of the Company we report that no funds raised onshort-term basis have been used for long-term purposes by the Company.

(e) According to the information and explanations given to us and on anoverall examination of the standalone financial statements of the Company we report thatthe Company has not taken any funds from any entity or person on account of or to meet theobligations of its subsidiaries associates or joint ventures as defined under the Act.

(f) According to the information and explanations given to us andprocedures performed by us we report that the Company has not raised loans during theyear on the pledge of securities held in its subsidiaries joint ventures or associatecompanies (as defined under the Act).

(x) (a) The Company has not raised any moneys by way of initial publicoffer or further public offer (including debt instruments) Accordinglyclause 3(x)(a) ofthe Order is not applicable.

(b) According to the information and explanations given to us and onthe basis of our examination of the records of the Company the Company has not made anypreferential allotment or private placement of shares or fully or partly convertibledebentures during the year. Accordingly clause 3(x)(b) of the Order is not applicable.

(xi) (a) Based on examination of the books and records of the Companyand according to the information and explanations given to usconsidering the principlesof materiality outlined in Standards on Auditing we report that no fraud by the Companyor on the Company has been noticed or reported during the course of the audit.

(b) According to the information and explanations given to us noreport under sub-section (12) of Section 143 of the Companies Act 2013 has been filed bythe auditors in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Auditors)Rules 2014 with the Central Government.

(c) We have taken into consideration the whistle blower complaintsreceived by the Company during the year while determining the nature timing and extent ofour audit procedures.

(xii) According to the information and explanations given to us theCompany is not a Nidhi Company. Accordingly clause 3(xii) of the Order is not applicable.

(xiii) In our opinion and according to the information and explanationsgiven to us the transactions with related parties are in compliance with Section 177 and188 of the Act where applicable and the details of the related party transactions havebeen disclosed in the standalone financial statements as required by the applicableaccounting standards.

(xiv) (a) Based on information and explanations provided to us and ouraudit procedures in our opinion the Company has an internal auditsystem commensuratewith the size and nature of its business.

(b) We have considered the internal audit reports of the Company issuedtill date for the period under audit.

(xv) In our opinion and according to the information and explanationsgiven to us the Company has not entered into any non-cash transactions with its directorsor persons connected to its directors and hence provisions of Section 192 of the Act arenot applicable to the Company.

(xvi) (a) The Company is not required to be registered under Section45-IA of the Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(a)of the Order isnot applicable.

(b) The Company is not required to be registered under Section 45-IA ofthe Reserve Bank of India Act 1934. Accordingly clause 3(xvi)(b) of the Order is notapplicable.

(c) The Company is not a Core Investment Company (CIC) as defined inthe regulations made by the Reserve Bank of India. Accordingly clause 3(xvi)(c) of theOrder is not applicable.

(d) Based on the information and explanations provided by themanagement of the Company the Group (as per the provisions of the Core InvestmentCompanies (Reserve Bank) Directions 2016) has seven CICs as part of the Group. Forreporting on this clause / sub clause while we have performed audit procedures set out inthe Guidance Note on Companies (Auditor's Report) Order 2020 we have relied on and notbeen able to independently validate the information provided to us by the management ofthe Company with respect to entities outside the consolidated Group but covered in theCore Investment Companies (Reserve Bank) Directions 2016.

(xvii) The Company has not incurred cash losses in the current and inthe immediately preceding financial year.

(xviii) There has been no resignation of the statutory auditors duringthe year. Accordingly clause 3(xviii) of the Order is not applicable.

(xix) According to the information and explanations given to us and onthe basis of the financial ratios ageing and expected dates of realisation of financialassets and payment of financial liabilities other information accompanying the standalonefinancial statements our knowledge of the Board of Directors and management plans andbased on our examination of the evidence supporting the assumptions nothing has come toour attention which causes us to believe that any material uncertainty exists as on thedate of the audit report that the Company is not capable of meeting its liabilitiesexisting at the date of balance sheet as and when they fall due within a period of oneyear from the balance sheet date. We however state that this is not an assurance as tothe future viability of the Company. We further state that our reporting is based on thefacts up to the date of the audit report and we neither give any guarantee nor anyassurance that all liabilities falling due within a period of one year from the balancesheet date will get discharged by the Company as and when they fall due.

(xx) I n our opinion and according to the information and explanationsgiven to us there is no unspent amount under sub-section (5) of Section 135 of the Actpursuant to any project. Accordingly clauses 3(xx)(a) and 3(xx)(b) of the Order are notapplicable.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No. 101248W/W-100022

Jamil Khatri

Partner

Membership No. 102527

UDIN: 22102527AJTXOA5508

Mumbai 28 May 2022

Annexure B to the Independent Auditors' report on the standalonefinancial statements of

Mahindra & Mahindra Limited for the year ended 31 March 2022

I Report on the internal financial controls with reference to theaforesaid standalone financial statements under Clause (i) of Sub-section 3 of Section 143of the Companies Act 2013

(Referred to in paragraph 2(A)(f) under 'Report on Other Legal andRegulatory Requirements' section of our report of even date)

Opinion

We have audited the internal financial controls with reference tofinancial statements of Mahindra & Mahindra Limited (“the Company") as of 31March 2022 in conjunction with our audit of the standalone financial statements of theCompany for the year ended on that date.

In our opinion the Company has in all material respects adequateinternal financial controls with reference to financial statements and such internalfinancial controls were operating effectively as at 31 March 2022 based on the internalfinancial controls with reference to financial statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by theInstitute of Chartered Accountants of India (the “Guidance Note").

I Management's Responsibility for Internal Financial Controls

The Company's management and the Board of Directors are responsible forestablishing and maintaining internal financial controls based on the internal financialcontrols with reference to financial statements criteria established by the Companyconsidering the essential components of internal control stated in the Guidance Note.These responsibilities include the design implementation and maintenance of adequateinternal financial controls that were operating effectively for ensuring the orderly andefficient conduct of its business including adherence to company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial information as required under the Companies Act 2013 (hereinafterreferred to as “the Act").

I Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internalfinancial controls with reference to financial statements based on our audit. We conductedour audit in accordance with the Guidance Note and the Standards on Auditing prescribedunder section 143(10) of the Act to the extent applicable to an audit of internalfinancial controls with reference to financial statements. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform theaudit to obtain reasonable assurance about whether adequate internal financial controlswith reference to financial statements were established and maintained and whether suchcontrols operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence aboutthe adequacy of the internal financial controls with reference to financial statements andtheir operating effectiveness. Our audit of internal financial controls with reference tofinancial statements included obtaining an understanding of such internal financialcontrols assessing the risk that a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal control based on the assessed risk. Theprocedures selected depend on the auditor's judgement including the assessment of therisks of material misstatement of the standalone financial statements whether due tofraud or error.

We believe that the audit evidence we have obtained is sufficient andappropriate to provide a basis for our audit opinion on the Company's internal financialcontrols with reference to financial statements.

I Meaning of Internal Financial controls with Reference to FinancialStatements

A company's internal financial controls with reference to financialstatements is a process designed to provide reasonable assurance regarding the reliabilityof financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles. A company's internalfinancial controls with reference to financial statements include those policies andprocedures that (1) pertain to the maintenance of records that in reasonable detailaccurately and fairly reflect the transactions and dispositions of the assets of thecompany; (2) provide reasonable assurance that transactions are recorded as necessary topermit preparation of financial statements in accordance with generally acceptedaccounting principles and that receipts and expenditures of the company are being madeonly in accordance with authorisations of management and directors of the company; and (3)provide reasonable assurance regarding prevention or timely detection of unauthorisedacquisition use or disposition of the company's assets that could have a material effecton the standalone financial statements.

I Inherent Limitations of Internal Financial controls with Reference toFinancial Statements

Because of the inherent limitations of internal financial controls withreference to financial statements including the possibility of collusion or impropermanagement override of controls material misstatements due to error or fraud may occurand not be detected. Also projections of any evaluation of the internal financialcontrols with reference to financial statements to future periods are subject to the riskthat the internal financial controls with reference to financial statements may becomeinadequate because of changes in conditions or that the degree of compliance with thepolicies or procedures may deteriorate.

For B S R & Co. LLP

Chartered Accountants

Firm's Registration No. 101248W/W-100022

Jamil Khatri

Partner

Membership No. 102527

UDIN: 22102527AJTXOA5508

Mumbai 28 May 2022

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