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Mahindra & Mahindra Ltd.

BSE: 500520 Sector: Auto
NSE: M&M ISIN Code: INE101A01026
BSE 11:14 | 27 Sep 1230.05 -5.25
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1252.60

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NSE 10:24 | 27 Sep 1229.65 -6.75
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OPEN

1242.60

HIGH

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OPEN 1242.00
PREVIOUS CLOSE 1235.30
VOLUME 17542
52-Week high 1365.90
52-Week low 671.00
P/E 27.16
Mkt Cap.(Rs cr) 152,920
Buy Price 1229.95
Buy Qty 1.00
Sell Price 1230.60
Sell Qty 16.00
OPEN 1242.00
CLOSE 1235.30
VOLUME 17542
52-Week high 1365.90
52-Week low 671.00
P/E 27.16
Mkt Cap.(Rs cr) 152,920
Buy Price 1229.95
Buy Qty 1.00
Sell Price 1230.60
Sell Qty 16.00

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

Company director report

Dear Shareholders

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

(Rs. in crores)

Particulars 2022 2021
Revenue from Operations 57446 44630
Other Income 2076 1199
Profit before Depreciation Finance Costs Exceptional items and Taxation 9118 8157
Less: Depreciation Amortisation and Impairment Expenses 2451 2370
Profit before Finance Costs Exceptional items and Taxation 6667 5787
Less: Finance Costs 223 396
Profit before Exceptional items and Taxation. 6444 5391
Add: Exceptional items (209) (3087)
Profit before Taxation 6235 2304
Less: Tax Expense 1300 1320
Profit for the year 4935 984
Balance of profit for earlier years 29464 29102
Less: Transfer to Retained Earnings (20)
Profits available for appropriation 34399 30106
Add: Due to Scheme of Arrangement (294)
Add: Other Comprehensive Income/(Loss)* .. 102 (56)
Less: Dividend paid on Equity Shares 1088 292
Balance carried forward 33413 29464

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

The Financial Year 2022 will go down in India's economic history as anunprecedented one with huge gyrations in fortune. The second wave of the pandemic hitlives hard and was way more vicious than the first one. Yet it was not about Covid inspite of the second wave it was more about hope and recovery as India successfullynavigated its course through turbulent waters. As the wave receded there was a dramaticsurge in the pace of vaccination and India was able to vaccinate most of its eligiblepopulation rapidly. Concomitantly there wasa rebound in growth as evidenced from highfrequency indicators. However the enthusiasm was disrupted by the third wave of thepandemic which fortunately proved to be less vicious and short lived.

The Union Budget doubled down on the investment- oriented strategyfocussing on capital expenditure to kickstart a "virtuous cycle of investment"while crowding in private investments. However by the end of February global risk-offsentiments 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 asthe global economy struggled to recover from the pandemic.

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

The Profit for the year before Depreciation Finance Costs Exceptionalitems and Taxation recorded an increase of 11.8% at Rs. 9118 crores as against Rs. 8157crores in the previous year. Profit after tax increased by 401.5% at Rs. 4935 crores asagainst Rs. 984 crores in the previous year.

Your Company continues with its rigorous cost restructuring exercisesand efficiency improvements which have resulted in significant savings through continuedfocus on cost controls process efficiencies and product innovations that exceed customerexpectations in all areas thereby enabling the Company to maintain profitable growth inthe current economic scenario.

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

No material changes and commitments have occurred after the closure ofthe Financial Year 2021-22 till the date of this Report which would affect the financialposition of your Company.

Performance Review

Automotive Sector

Your Company's Automotive Sector posted total sales of 455570vehicles (435086 Passenger vehicles commercial vehicles and 20484 three-wheelers) asagainst a total of 348621 vehicles (331384 four-wheelers and 17237 three-wheelers) inthe previous year registering a growth of 30.7%.

In the domestic market your Company sold a total of 423143 vehiclesas compared to 330271 vehicles in the previous year resulting in a growth of 28.1%.

In the Passenger Vehicle (PV) segment your Company sold 225895vehicles [including 223682 Utility Vehicles (UVs) 2154 Vans and 59 Cars] registering agrowth of 43.7% as compared to the previous year's volume of 157215 vehicles [including155530 UVs 1676 Vans and 9 Cars].

In the Commercial Vehicle (CV) segment your Company sold 177117vehicles [including 32039 vehicles <2T GVW 138643 vehicles between 2-3.5T GVW1891 Light Commercial Vehicles (LCVs) in the LCV > 3.5T segment 1135 vehicles in the7.5-16.2T GVW segment and 3409 Heavy Commercial Vehicles (HCVs)] registering a growth of13.4% over the previous year's volume of 156159 vehicles [including 23789 vehicles <2T GVW 128100 vehicles between 2-3.5T GVW 1160 LCVs in the LCV > 3.5T segment 684vehicles in the 7.5-16.2T GVW segment and 2426 HCVs].

In the three-wheeler segment your Company sold 20131 three-wheelersregistering a growth of 19.1% over the previous year's volume of 16897 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 UVsegment showed growth by 40.4%. Within the CV industry the LCV goods <3.5T segmentgrew by 15.8% while the MHCV goods segment grew by 49.2%.

Your Company's UV volumes stood at 223682 units a growth of 43.8%.The UV market share for your Company stood at 15%. For the year under review the All NewMahindra-XUV700 launched in August 2021 performed well in the UV segment with a volume of26261 units for the Financial Year 2022. It garnered cumulative 50000 bookings within a3-hour booking window (spread over 2 days). Thar Scorpio XUV300 and Bolero continued tobe strong brands for your Company in the UV segment.

In the LCV<3.5T segment your Company retained its No.1 positionwith 40.3% market share. Your Company sold a total of 170682 vehicles in this segment.Your Company has a market share of 55% in the LCV 2-3.5T segment which is the Pickupsegment.

In the Medium and Heavy Commercial Segment (MHCV) your Company sold4544 trucks as against 3110 in the previous year. This is a growth of 46.1%. YourCompany's market share in the MHCV segment stands at 2%.

Your Company is the pioneer for Electric Vehicles (EVs) in India andfor the year under review sold (along with its subsidiary Mahindra Electric MobilityLimited) 17006 EVs as against 5418 EVs in the previous year.

During the year under review your Company posted an export volume of32427 vehicles as against the previous year's exports of 18350 vehicles. This is agrowth of 76.7%.

The spare parts sales for the year stood at Rs. 2859.2 crores(including exports of Rs. 235.2 crores) as compared to Rs. 2165.3 crores (includingexports 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 354698tractors (domestic + export) as against 354498 tractors sold in the previous year. Thesefigures for the current year sales and previous year sales include tractors sold under theTrakstar brand which is the third brand of your Company under the subsidiary Gromax AgriEquipment Limited.

For the year under review the tractor industry in India recorded salesof 842266 tractors a de-growth of 6.4%. Tractor Industry recorded de-growth inFinancial Year 2022 from a high base of highest ever sales in Financial Year 2021.

In the domestic market your Company sold 337052 tractors ascompared to 343833 tractors in the previous year (these figures for the current yearsales 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 bethe market leader for the 39th consecutive year. Your Company's performance wassupported by good performance of all products in the portfolio.

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

Rotavators Cultivators Harvesters Rice transplanters Balers andSprayers.

For the year under review your Company exported 17646 tractors whichis a growth of 65.5% over the previous year.

Spare parts net sales for the year stood at Rs. 917 crores (includingexports 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 agrowth of 20.9%.

Other Businesses

Powerol

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

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

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

Construction Equipment

For the year under review your Company (under the Mahindra EarthMasterbrand) sold 729 Backhoe Loaders (BHLs) against 681 in Financial Year 2020-21 which is agrowth of 7%. Your Company also has a presence in the road construction equipment businessthrough motor graders (under the Mahindra RoadMaster brand).

For the year under review your Company sold 117 motor graders asagainst 82 in Financial Year 2020-21 which is a growth of 42.7%. The BHL industry de-grewby 31% due to transition from BS3 to BS4 and commodity inflation. The Grader industry hasgrown by 14% with increased focus on the infrastructure development push by the Governmentof India.

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

Two-Wheeler Business

In line with the strategy for the two-wheeler business your Companythrough 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 ofJAWA motorcycles - Jawa and Jawa Forty-Two. A new addition to portfolio - Yezdi waslaunched in the Financial Year 2021-22.

Launch of Non-Fungible Tokens (NFTs)

The launch of NFTs is another step taken by your Company to leveragethe next frontier of digital marketing. With the release of its first tranche of tokensit became the first Indian automotive original equipment manufacturer to enter theuniverse of NFTs.

Current Year's review

During the period 1st April 2022 to 27th May2022 90899 vehicles were produced as against 54903 vehicles and 79739 vehicles weredispatched as against 49117 vehicles during the corresponding period in the last year.During the same period 64447 tractors were produced and 64180 tractors dispatched asagainst 55904 tractors produced and 55682 tractors dispatched during the correspondingperiod in the previous year.

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

The global economy is staring at fractures in the internationalfinancial architecture and accentuation of shortage in key commodities will add to theinflationary pressures throughout 2022 with a projection of 5.7% in advanced economies and8.7% in emerging economies. Global central banks across the world look set to tightenmonetary policy conditions in a bid to counter the growing inflationary pressures even ifit leads to some sacrifice of growth.

Financial market volatility caused by monetary policy normalisation inadvanced economies geo-political backdrop higher oil and commodity prices and renewedwave of COVID-19 pose a challenging backdrop in Financial Year 2023. Infections withaugmented supply- side disruptions and protracted shortages of criticalinputs such assemi-conductors and chips pose downside risks to the outlook. Yet India remainsrelatively better positioned to weather these storms and is estimated to grow at 7.2% inthe Financial Year 2023 - the fastest growth rate among peers and economies of its size.

While fiscal and monetary policies were supportive of India's growthrecovery thus far the Reserve Bank of India has begun the process of normalisation ofmonetary 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 significantlyhigher multipliers than other forms of spending will fuel durable growth over the mediumto long term. Importantly forecasts of the fourth successive 'normal' Monsoon highervaccination coverage and seropositivity in the community provide higher margin of safetyaround growth in the year ahead.

Finance

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

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

Having said the above the domestic economy experienced tremors fromthese 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 spreadof the Omicron variant in Q4:2021-22 (January-March). Further the beneficial effects ofthe rapid ebb of infections have however been overwhelmed by the geopolitical tensionstowards the later part of the financial year. The fallout of the Russia-Ukraine conflictand retaliatory sanctions is already evident in the inflation prints. While India's directtrade and financial exposures are modest indirect spillovers from the slowing globaleconomy the sharp jump in commodityprices across the board and elevated risk aversion anduncertainty owing to geopolitical developments weigh heavily on the outlook.

However amidst this backdrop the Bankers continue to rate yourCompany as a prime customer and extend facilities/services at prime rates. Your Companyfollows a prudent financial policy and aims not to exceed an optimum financial gearing atany time. The Company's gross Debt to Equity Ratio is 0.17 as at 31st March2022.

During the year your Company continued to focus on managing cashefficiently and ensured that it had adequate liquidity and back up lines of credit. Duringthe year your Company raised short term borrowings of Rs. 1000 crores by issuingCommercial Papers. This ensured sufficient liquidity to manage the adverse effects ofpandemic if any. Further during the year your Company repaid Rs. 2233.75 crores of thetotal borrowings (long term and short term). With a high liquidity level of Rs. 11552.59crores as at 31st March 2022 your Company is better placed to tide over theimpact 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 PrivateLimited ("India Ratings") and CARE Ratings Limited ("CARE") for itsBanking facilities. All have re-affirmed the highest credit rating for your Company'sShort Term facilities. For Long Term facilities and Non-Convertible Debentures CRISILICRA 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. Withthe above rating affirmations your Company continues to enjoy the highest level of ratingfrom all major rating agencies at the same time.

The AAA ratings indicate highest degree of safety regarding timelyservicing of financial obligations and is also a vote of confidence reposed in yourCompany's Management by the rating agencies. It is an acknowledgement of the strong creditprofile of your Company over the years resilience in earnings despite cyclicalupturns/downturns robust financial flexibility arising from the significant market valueof its holdings and prudent management.

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

Investor Relations (IR)

Your Company always believes in leading from the front with emergingbest practices in IR and building a relationship of mutual understanding with domestic andforeign investors/analysts. In the Financial Year 2022 the year characterised by a lot ofuncertainty amongst pandemic and lockdowns your Company increased its interaction withinvestors through video and audio conference calls. The top management including theManaging Director & CEO Executive Director-Automotive & Farm Sectors and GroupCFO spent significant time to interact with investors to communicate the strategicdirection of the business capital allocation policy and the way the Company was handlingCOVID-19 crisis. All the four quarterly earnings calls conducted during the year were alsowell attended by investors and analysts.

During the year your Company interacted with more than 600 Indian andoverseas investors and analysts (excluding quarterly earnings calls and specific eventrelated calls). Your Company ensures that critical information about the Company isavailable to all the investors by uploading all such information on the Company's website.

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

Dividend

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

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

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

The equity dividend outgo for the Financial Year 202122 would absorb asum of Rs. 1435.89 crores [as against Rs. 1087.79 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 GeneralMeeting and deduction of tax at source tothose Shareholders whose names appear in theRegister of Members as on the Book Closure Date. The Board of your Company decided not totransfer any amount to the General Reserve for the year under review.

Dividend Distribution Policy

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

The Dividend Distribution Policy of the Company is also uploaded on theCompany'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 subsidiariesassociates and joint ventures prepared in accordance with the Companies Act 2013 andapplicable Indian Accounting Standards along with all relevant documents and the Auditors'Report form part of this Annual Report. The Consolidated Financial Statements presented bythe Company include the financial results of its subsidiary companies associates andjoint ventures.

The Consolidated Group's Operating Revenue from continuing operationsis Rs. 90171 crores in the current year as compared to Rs. 74278 crores in the previousyear i.e. an increase of 21.4%.

The consolidated profit before exceptional items and tax for the yearfrom continuing operations is Rs. 7092 crores as against Rs. 5229 crores in the previousyear i.e. an increase of 35.6%. The consolidated profit after tax after non-controllinginterest and exceptional items for the year from continuing operations is Rs. 6577 croresas against Rs. 3347 crores in the previous year i.e. an increase of 96.5%.

The consolidated profit after tax after noncontrolling interest andexceptional items for the year from continuing and discontinued operations is Rs. 6577crores as against Rs. 1812 crores in the previous year i.e. an increase of 263%.

The Financial Statements as stated above are also available on thewebsite of the Company and can be accessed at the Web-link: https://www.mahindra.com/resources/FY22/AnnualReport.zip.

Subsidiary Joint Venture and Associate Companies

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

Tech Mahindra Limited Flagship Company in the IT Sector has reporteda consolidated operating revenue of Rs. 44646 crores in the current year as compared toRs. 37855 crores in the previous year an increase of 17.9%. Its consolidated profitafter tax after non-controlling interests is Rs. 5566 crores as compared to Rs. 4428crores in the previous year registering an increase of 25.7%.

The Group's finance company Mahindra & Mahindra Financial ServicesLimited a listed subsidiary of the Company (Mahindra Finance) reported a consolidatedoperating income of Rs. 11318 crores during the current year as compared to Rs. 12111crores in the previous year registering a decrease of 6.5%. The consolidated profit aftertax after non-controlling interests for the year is Rs. 1137 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 thebusiness of real estate and infrastructure registered a consolidated operating income ofRs. 394 crores as compared to Rs. 166 crores in the previous year registering an increaseof 137.3%. The consolidated profit after tax after non-controlling interest for the yearis Rs. 154 crores as compared to a loss of Rs. 72 crores in the previous year registeringan increase of 313.9%.

Mahindra Holidays & Resorts India Limited the listed subsidiary inthe business of timeshare registered a consolidated operating income of Rs. 2013 croresas compared to Rs. 1730 crores in the previous year i.e. an increase of 16.4%. Theconsolidated profit after tax after non-controlling interests for the year is Rs. 68crores as compared to a loss of Rs. 13 crores in the previous year registering anincrease of 623.1%.

Mahindra Logistics Limited a listed subsidiary in the logisticsbusiness has registered a consolidated operating income of Rs. 4083 crores as comparedto Rs. 3264 crores in the previous year i.e. an increase of 25.1%. The consolidatedprofit after tax after noncontrolling interests for the year is Rs. 37 crores as comparedto Rs. 30 crores in the previous year registering an increase of 23.3%.

Ssangyong Motor Company the Korean subsidiary of the Company (underthe Companies Act 2013) treated as discontinued operation for the purpose ofconsolidationin previous year has reported consolidated operating revenues of Rs. 15499crores in the current fiscal year* as compared to Rs. 18763 crores in the previous fiscalyear*. The consolidated loss after tax after non-controlling interests for the currentfiscal year* is Rs. 1646 crores as compared to a consolidated loss of Rs. 3208 crores inthe previous fiscal year*. SsangYong Motor (Shanghai) Company Limited (as informed byReceiver 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 Limitedceased to be an Associate and became a Subsidiary of your Company.

Further Mahindra Solarize Private Limited Mahindra Ideal FinanceLimited and Bristlecone Internacional Costa Rica Limited became Subsidiaries of yourCompany.

During the year under review Mahindra Vehicle Manufacturers LimitedHisarlar Makina Sanayi ve Ticaret Anonim ?irketi Hisarlar Ithalat Ihracat PazarlamaAnonim ?irketi Mahindra Publications Limited MSPE Urja S.R.L. Mahindra SustenBangladesh Private Limited and Suomen Vapaa-aikakiinteistot Oy LKV ceased to beSubsidiaries of your Company.

ReNew Sunlight Energy Private Limited became an Associate of yourCompany.

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

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

Subsequent to the year end Kiinteisto Oy Rauhan Ranta 1 Kiinteisto OyRauhan Ranta 2 Kiinteisto Oy Kylpylantorni 1 Kiinteisto Oy Spa Lofts 2 Kiinteisto OySpa Lofts 3 Kiinteisto Oy Tiurunniemi Kiinteisto Oy Vanha Ykkostii Kiinteisto OyKatinnurkka Kiinteisto Oy Tenetinlahti Kiinteisto Oy Himos Gardens Kiinteisto OyKuusamon Pulkkajarvi 1 Kiinteisto Oy Mallosniemi Kiinteisto Oy Rauhan Liikekiinteistot1 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 ProductsLimited Retail Initiative Holdings Limited and Mahindra Retail Limited ceased to beSubsidiaries of your Company.

Meru Mobility Tech Private Limited ("MMTPL") V-Link FleetSolutions Private Limited ("VFSPL") and V-Link Automotive Services PrivateLimited ("VASPL") have ceased to be subsidiaries of Meru Travel SolutionsPrivate Limited ("MTSPL") a wholly owned subsidiary of your Company and havebecome subsidiaries of Mahindra Logistics Limited ("MLL") a listed subsidiaryof your Company.

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

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

Subsequent to the year end Brainbees Solutions Private Limited becamean Associate of your Company pursuant to the Scheme of Merger by Absorption of MahindraEngineering and Chemical Products Limited Retail Initiative Holdings Limited and MahindraRetail Limited with the Company becoming effective.

A Report on the performance and financial position of each of thesubsidiaries associates and joint venture companies included in the ConsolidatedFinancial Statements and their contribution to the overall performance of the Company isprovided in Form AOC-1 and forms part of this Annual Report.

The Policy for determining material subsidiaries as approved by theBoard is uploaded on the Company's website and can be accessed in the Governance sectionat 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 CarnotTechnologies Private Limited ("Carnot") from 48.05% to 68.97% on a fullydiluted basis for an aggregate consideration of Rs. 14 crores comprising of primaryinfusion in the company of Rs. 2.5 croresand secondary purchase from its shareholders ofRs. 11.5 crores. Carnot is an Indian Company engaged in the business of technologydevelopment related to IOT data analytics and AI based products and services. Carnot isexpected to support the Company's strategy by developing digital solutions andapplications for its products customers and businesses especially for the Farming as aService segment.

Increase of stake in M.I.T.R.A. Agro EquipmentsPrivate 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 fullydiluted basis for an aggregate consideration of around Rs. 7 crores. MITRA is an IndianCompany engaged in the business of designing developing manufacturing assembling andselling orchard sprayers rotavators & spare parts and after sales services therefor.The purchase of additional equity shares in MITRA would support the Company's FarmEquipment Sector's growth in the horticulture sector.

Merger of Mahindra Vehicle Manufacturers Limitedinto Mahindra & Mahindra Limited

As mentioned in the previous Annual Report the Board of Directors ofyour Company at its Meeting held on 29th May 2019 subject to requisiteapprovals/consents approved the Scheme of Merger by Absorption of Mahindra VehicleManufacturers Limited a wholly owned subsidiary of the Company ("MVML") withthe Company and their respective shareholders ("Scheme") under the provisions ofsections 230 to 232 of the Companies Act 2013.

During the year the Scheme has become effective from 1stJuly 2021 post receipt of approvals from Directorate of Industries MaharashtraIndustrial Development Corporation and National Company Law Tribunal Mumbai Bench("NCLT").

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

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

During the year Meru Travel Solutions Private Limited("MTSPL") a wholly owned subsidiary of the Company had agreed to sell itsentire 100% equity stake in MTSPL's 3 (three) wholly owned subsidiaries viz; 1) MeruMobility Tech Private Limited ("MMTPL") for consideration of Rs. 21.4 crores 2)V-Link Fleet Solutions Private Limited ("VFSPL") for consideration of Rs. 1205and 3) V-Link Automotive Services Private Limited ("VASPL") for consideration ofRs. 29.1 crores to Mahindra Logistics Limited ("MLL") and the Company had alsoagreed to sell its entire 100% equity stake in MTSPL to MLL for consideration of Rs. 50.4crores.

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

Ssangyong Motor Company

During the year Ssangyong Motor Company (SYMC) was placed under CourtReceivership as per the provisions of Debtor Rehabilitation and Bankruptcy Act of SouthKorea. Subsequently SYMC initiated a global bidding process to invite a new investor totake a majority ownership. In October it signed an MOU with a consortium led by EdisonMotors Co. a Korea-based electric bus manufacturer. In January 2022 the Edison MotorsCo. 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 theagreement following which SYMC terminated the agreement. The Edison Motors Co. consortiumhas appealed against the termination of agreement. SYMC has initiated a process to invitenew 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 TraktorSanayi A.S. ("Erkunt") a wholly owned subsidiary of MOICML and that of theCompany divested its entire stake aggregating 94.3% of the paid-up equity share capitalof Hisarlar Makina Sanayi ve Ticaret Anonim ?irketi ("Hisarlar") to twoTurkish individuals for an aggregate consideration of Turkish Lira 6.6 million (equivalentto approximately Rs. 5.6 crores). Hisarlar's agri-machinery business along with certainrelevant assets (including intellectual property and tooling) were transferred to Erkunt.Erkunt also entered into contract manufacturing and licensing agreements with Hisarlarwhereby Hisarlar will manufacture and supply agri-machinery products to Erkunt and Erkuntwill have the right to use Hisarlar brand for agri-machinery.

Merger of Mahindra Engineering and Chemical Products Limited RetailInitiative Holdings Limited and Mahindra Retail Limited into Mahindra & MahindraLimited

As mentioned in the previous Annual Report the Board of Directors ofyour Company at its Meeting held on 28th May 2021 subject to requisiteapprovals /consents approved the Scheme of Merger by Absorption of Mahindra Engineeringand 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 withthe Company and their respective Shareholders ("Scheme") under sections 230 to232 and other applicable provisions of the Companies Act 2013. The Scheme has beenapproved by the National Company Law Tribunal Mumbai Bench at its hearing held on 24thMarch 2022 and the Scheme has become effective from 29th April 2022("Effective Date"). The Appointed Date of the Scheme was 1st April2021 and the entire assets and liabilities of MECPL RIHL and MRL have been transferred toand recorded by the Company at their carrying values with effect from the Appointed Date.

The entire share capital of the Transferor Companies was helddirectly/indirectly by the Company. Upon the Scheme becoming effective no shares of theCompany were allotted in lieu or exchange of the holding of the Company in MECPL or oneTransferor Company in another Transferor Company (held directly and jointly with itsnominee shareholders) and accordingly equity shares held in the Transferor Companiesstand 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 standscompleted.

Merger of Mahindra Electric Mobility Limited into Mahindra &Mahindra Limited

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

28th May 2021 subject to requisite approvals/consentsapproved 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 theCompanies Act 2013. The Appointed Date of the Scheme is 1st April 2021 orsuch 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 theentire assets and liabilities of MEML would be transferred to and recorded by the Companyas per applicable accounting standards.

The Scheme provides for issue of Ordinary (Equity) Shares by theCompany to the shareholders of MEML (other than the Company or subsidiary(ies) of theCompany holding shares directly and jointly with its nominee shareholders). The shareexchange Ratio is 480 (Four Hundred and Eighty) Ordinary (Equity) Shares of Rs. 5 eachfully paid-up of the Company for every 10000 (Ten Thousand) Equity Shares of Rs. 10 eachfully paid-up held in MEML as on Record Date. The shares held in MEML by the Company orits subsidiary(ies) directly and jointly with its nominee shareholders shall be cancelledupon the Scheme becoming effective. Additionally the stock options held by the eligibleESOP holders of MEML as on the Record Date shall be substituted with ESOPs of the Companyin accordance with the Scheme. The Company has received Observation letters from BSELimited and National Stock Exchange of India Limited conveying their no-objection to theScheme. The Company has filed the Scheme for admission with the NCLT Mumbai Bench.

Divestment of stake by Mahindra Engineering and Chemical ProductsLimited 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 29thApril 2022) has sold its entire stake aggregating 49% of the paid-up Equity ShareCapital of Mahindra Tsubaki Conveyor Systems Private Limited ("MTC") on 21stFebruary 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 transactionthe shareholding of MECPL in MTC has become 'Nil' and MTC had ceased to be an associate ofMECPL with effect from 21st February 2022.

Investment in ReNew Sunlight Energy Private Limited

ReNew Sunlight Energy Private Limited ("RSEPL") became anAssociate of the Company on 6th July 2021. The Company subscribed to16074000 Equity Shares of RSEPL amounting to 37.2% of the equity share capital of RSEPLfor a consideration of Rs. 16.07 crores. The investment in RSEPL will enable the Companyto become a Captive User and consume Solar Power generated by RSEPL.

RSEPL is an Indian company incorporated on 15th December2020 which intends to setup Solar Park and generate solar power. RSEPL is subsidiary ofReNew Green Energy Solutions Private Limited ("RGESPL") which in turn is asubsidiary of Renew Power Private Limited.

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

Subsequent to the year end the Company has agreed to sell 3475264Equity Shares of Rs.10 each held by the Company in Mahindra Sanyo Special Steel PrivateLimited ('MSSSPL') constituting 22.81% of the Paid-up Capital of MSSSPL to Sanyo SpecialSteel Co. Ltd ("Sanyo") pursuant to exercise of a Put Option available to theCompany on Sanyo under the Shareholders' Agreement. Following the sale the Company'sholding in MSSSPL would become 'Nil' and MSSSPL would cease to be an Associate of theCompany.

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-upEquity Share Capital held in OFD Holding B.V. ("OFD") a subsidiary of MFFDwhich in turn is a subsidiary of Mahindra Agri Solutions Limited and that of the Companyfor a consideration of EUR 5.1 million (equivalent to Rs. 42.2 crores).

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

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

Your Company uses SAP ERP Systems as a business enabler and to maintainits Books of Account. The transactional controls built into the SAP ERP Systems ensureappropriate segregation of duties appropriate level of approval mechanisms andmaintenance of supporting records. The Policies related to the Information Managementreinforce the control environment. The systems Standard Operating Procedures and controlsare reviewed by Management. These systems and controls are subjected to Internal Audit andtheir findings and recommendations are reviewed by the Audit Committee which ensures theimplementation.

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

Such controls have been assessed during the year under review takinginto consideration the essential components of internal controls stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by TheInstitute of Chartered Accountants of India. Based on the results of such assessmentscarried out by the Management no reportable material weakness or significant deficienciesin the design or operation of internal financial controls was observed.

Your Company recognizes that the Internal Financial Controls cannotprovide absolute assurance of achieving financial operational and compliance reportingobjectives because of its inherent limitations. Also projections of any evaluation of theInternal Financial Controls to future periods are subject to the risk that the InternalFinancial Controls may become inadequate because of changes in conditions or that thedegree of compliance with the policies or procedures may deteriorate. Accordingly regularaudits and review processes ensure that such systems are reinforced on an ongoing basis.

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

All Related Party Transactions entered during the year were in theordinary course of business and on arm's length basis. During the year under review yourCompany had not entered into any Material Related Party Transactions i.e. transactionsexceeding ten percent of the annual consolidated turnover as per the last auditedfinancial statements.

The confirmation that there are Nil Material Related PartyTransactions as required under section 134(3)(h) of the Companies Act 2013 is given inForm AOC-2 as Annexure II which forms part of this Annual Report.

The Policy on Materiality of and Dealing with Related PartyTransactions as approved by the Board is uploaded on the Company's website and can beaccessed 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 GeneralMeeting (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 retiringAuditors will complete their 5 years tenure as Statutory Auditors of the Company on theconclusion of the 76th AGM of the Company.

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

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

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

The Auditors' Report for FY 2021-22 is unmodified i.e. it does notcontain any qualification reservation or adverse remark or disclaimer.

Secretarial Auditor

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

The Company has annexed to this Board's Report as Annexure III aSecretarial Audit Report for the Financial Year 2021-22 given by the Secretarial Auditor.

The Secretarial Audit Report does not contain any qualificationreservation or adverse remark or disclaimer.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the Financial Year 2021-22 forall applicable compliances as per SEBI Regulations and Circulars/Guidelines issuedthereunder. The Annual Secretarial Compliance Report duly signed by Mr. Sachin Bhagwat hasbeen submitted to the Stock Exchanges and is annexed at Annexure IV to this Board'sReport.

Secretarial Audit of Material Unlisted IndianSubsidiary

During the year Mahindra Vehicle Manufacturers Limited("MVML") ceased to be a material subsidiary of the Company with effect from 1stJuly 2021. There is no Material Unlisted Indian Subsidiary of the Company as on 31stMarch 2022 and as such the requirement under Regulation 24A of the Listing Regulationsregarding the Secretarial Audit of Material Unlisted Indian Subsidiary is not applicableto 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 costrecords of the Company for the Financial Year 2021-22.

The Board of Directors on the recommendation of the Audit Committeeappointed 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 ofthe Companies Act

2013. Messrs D. C. Dave & Co. have confirmed that their appointmentis within the limits of section 141(3)(g) of the Companies Act 2013 and have alsocertified that they are free from any disqualifications specified under section 141(3) andproviso to section 148(3) read with section 141(4) of the Companies Act 2013.

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

As per the provisions of the Companies Act 2013 the remunerationpayable to the Cost Auditor is required to be placed before the Members in a GeneralMeeting for their ratification. Accordingly a Resolution seeking Members' ratificationfor the remuneration payable to Messrs D. C. Dave & Co. Cost Auditors is included inthe 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 andaccordingly such accounts and records are maintained.

Reporting of Frauds by Auditors

During the year under review the Statutory Auditors Cost Auditors andSecretarial Auditor have not reported any instances of frauds committed in the Company byits Officers or Employees to the Audit Committee under section 143(12) of the CompaniesAct 2013.

Particulars of the loans given investment made or guarantee given orsecurity provided and the purpose for which the loan or guarantee or security is proposedto be utilised by the recipient of the loan or guarantee or security are provided in NoteNos. 8 and 40 to the Financial Statements.

Your Company had discontinued acceptance of Fixed Deposits with effectfrom 1st April 2014.

All the deposits from public and shareholders had already matured as on31st March 2017. All the 17 outstanding deposits aggregating Rs. 7.49 lakhsfrom the public and shareholders as on 31st March 2022 had matured and had notbeen claimed as at the end of the Financial Year. Since then no deposits have beenclaimed.

There was no default in repayment of deposits or payment of interestthereon during the year under review. There are no deposits which are not in compliancewith the requirements of Chapter V of the Companies Act 2013.

The particulars of loans/advances/investments etc. required to bedisclosed pursuant to Para A of Schedule V of the Listing Regulations are furnishedseparately in this Annual Report.

The transaction(s) of the Company with a company belonging to thepromoter/promoter group which hold(s) more than 10% shareholding in the Company asrequired pursuant to para A of Schedule V of the Listing Regulations is disclosedseparately in the Financial Statements of the Company.

Key Managerial Personnel (KMP)

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

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

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

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

(d) Mr. Narayan Shankar - Company Secretary

Dr. Pawan Goenka ceased to be the Managing Director and CEO as well asthe Director of the Company with effect from 2nd April 2021. Dr. Anish Shahwas re-designated as Managing Director and CEO of the Company and ceased to be the DeputyManaging Director and Group Chief Financial Officer of the Company with effect from 2ndApril 2021.

Further Mr. Anand G. Mahindra transitioned to the role ofNon-Executive Chairman of the Company with effect from 12th November 2021 uponcompletion of his tenure as the Executive Chairman of the Company and consequently ceasedto 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 GovernanceNomination and Remuneration Committee (GNRC) of your Company the Trustees of Mahindra& Mahindra Employees' Stock Option Trust have granted Stock Options to employees underthe Mahindra & Mahindra Limited Employees Stock Option Scheme 2010. No Stock Optionshave been granted to employees under the Mahindra & Mahindra Limited Employees StockOption Scheme 2000 (2000 Scheme).

The Company has in force the following Schemes which get covered underthe 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 of2010 Scheme with the SBEB Regulations 2021. The above-mentioned Schemes are in compliancewith the SBEB Regulations 2021. Your Company's Secretarial Auditor Mr. Sachin Bhagwathas certified that the Company's above-mentioned Schemes have been implemented inaccordance with the SBEB Regulations 2021 and the Resolutions passed by the Members forthe 2000 Scheme and the 2010 Scheme.

Information as required under Regulation 14 read with Part F ofSchedule I of the SBEB Regulations 2021 has been uploaded on the Company's website and canbe 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 ofnot less than Rs. 10200000 during the year ended 31st March 2022 or notless than Rs. 850000 per month during any part of the year.

Details of employee remuneration as required under provisions ofSection 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 availableduring 21 days before the Annual General Meeting in electronic mode to any Shareholderupon request sent at agm.inspection@mahindra.com. Such details are also available on yourCompany'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 andemployees 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 aregiven in Annexure V to this Report.

Industrial Relations

The year under review witnessed a very positive Industrial RelationsScenario across all manufacturing locations for the Automotive and Farm Equipment Sectorseven during the toughest time of Pandemic.

Your Company's focus continues towards propagating proactive andemployee centric practices. The transformational work culture initiative that aims tocreate an engaged workforce with an innovative productive and a competitive shop-floorecosystem continues to grow in strength. Some examples of the programs put in placeincludes 'Rise for Associates' industrial relations skills for frontline officersEmployee of the year e-compliancee-portal for reward and recognition of associates andCode of Conduct for associates. The Employee Relations Council is taking forward the workof Transformational Work Culture Committee (TWCC) and leads the design and implementationof these programs and reviews its progress.

With the objective of capability building developing future readyworkforce and fostering togetherness at the workplace your Company implements multipletraining and engagement programs on an ongoing basis. These include various behavioral andfunctional programs such as safety and environment quality tools TPM continuousimprovement result orientation relationship management decision making and programs onskill building. In its continuous endeavor in employee lifecycle processes your Companyhas launched-Employee Connect Centre (ECC) digital form of traditional time office andpayroll for ease of access to associates Success Factors & Learning Management Systemfor associates to enable self-paced learning on a digital space.

The Mahindra Skill Excellence initiative a holistic approach toenhance the skill and capabilities of shop floor associates is receiving goodparticipation across manufacturing facilities.

One of your Company's associates from MRV Chennai won the silver medalin IndiaSkills Competition. The Mahindra Parivaar including dealers has won all the topthree positions in the Automobile Technology Category at IndiaSkills New Delhi held from6th to 10th January 2022. One among them would be representing theCompany at the World Skills Competition to be held at Shanghai China in October laterthis year. In an endeavor to improve quality reduce cost ensure safety and improveproductivity your Company's shop floor associates managed to generate on an average 10ideas per person in the Financial Year 2022 even during the time of uncertainties.

This year significant emphasis was also laid towards raising awarenesson health and wellness of employees and their family members on protection from COVID-19under the brand program "Swasth Raho Mast Raho" over Google Teams platform inaddition to regular annual medical check-ups and health awareness activities. Diet foodhas become a way of life over the past four years. The Company maintains an 'EmployeeHealth Index' at an individual level and this has been a useful tool in identifyingemployees who require focussed counselling and monitoring.

Proactive and employee-centric shop floor practices a focus ontransparent communication of business goals an effective concern resolution mechanismand a firm belief that employees are the most valuable assets of the Company are thecornerstone of your Company's employee relations approach. An 'open door policy' withconstant dialogue to create win- win situations have helped your Company build trust andharmony.

The industrial relations scenario continued to be largely positiveacross all the manufacturing locations. Long term settlements and bonus settlements wereamicably agreed upon at all locations. The sustained efforts towards building atransformational work culture resulted in zero production loss in the Financial Year2021-22 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 externalvirtual assessment and recertification as per the standard ISO: 45001: 2018. Themanagement commitment towards SOH&E is demonstrated through adoption of new compliancemanagement digitization which included all notifications published during the pandemicperiod. The Company implemented various initiatives by incorporating all Governmentreleased guidelines with overall health and hygiene being merged with the SOH&Epolicy. The achievements were assessed through management reviews from time to time.

At each Plant location annual events like Road Safety Week NationalSafety Day/Month and Fire Service Week were organized virtually. As per new normalvarious new topics were deployed to train employees on Safety Health and Environment.Along with the virtual meetings dexterity competency training programs were deployed forassociates 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 virtualreality (V.R.) programs supporting various safety topics to enhance learning.

To strengthen the safety best practices the Company continues to focuson theme-based safety topics arising out of OHS hazards and immediate corrective action aswell as permanent corrective actions are implementedwith agility. Continuous drive istaken to enhance Behavior Based Safety (BBS) Level 2. Additionally your Companyintroduced new fire protection system by upgrading and introducing new technology toeliminate property losses. Results were monitored by reviewing office fire prevention andprotection. Fire load reduction is monitored by setting up targets and working towardssustenance of zero fire incidence across each manufacturing location in each Sector.

Your Company has followed the assessment by evaluation forimplementation through The Mahindra Safety Way (TMSW). For this evaluation process total25 parameters are assessed for the Mahindra Group companies across all the plants.

Your Company carried out Management of change process Gap auditprocess HAZOP analysis for each license storage premises which is audited by competentpersons apart from statutory Safety Fire Safety Electrical Safety Audits. For the yearunder review your Company achieved substantial reduction in the results of lagindicators first aid incidences by adopting new initiatives. Focussed drive was taken oncritical machinery and equipments. Plastic elimination and recyclable packaging materialin more and more spares is initiated by substituting the material as appropriate.

To eliminate and minimize the overall environmental impact in line withthe "Environmental Social and Governance" (ESG) practices your Company hascontinuously implemented new projects. By revisiting the objectives newer targets wererevised. New techniques used in various projects have been implemented by your Company inzero carbon emission waste avoidance/ minimization. Carbon footprint reduction isachieved by deploying new energy conservation motors and increasing share of renewableenergy. Many of the Company's new initiatives have been shared by your Company with thesupplier community to encourage their consultation and participation in line with currentand future environmental challenges.

During the year under review your Company started reporting theimplementation status under Extended Producer Responsibility Organizations (EPRO) withnewly set targets established by Central Government i.e. Central Pollution Control Boardby way of released new amended notification. Plastic waste management activities cover panIndia network developed for plastic waste recycling management for all the Company'smanufacturing plantsand spares business units are also involved with state wise clustersfor its Suppliers and Dealers.

Your Company implemented various measures towards water neutrality andachieved reduction in consumption of freshwater requirement. By demonstratingimplementation measures a marked improvement has been observed in ground water rechargingand water recycling.

Your Company continued its commitment to improve the well-being ofemployees and contract associates through various activities. Education and awarenesssessions were conducted on enhancement of physical and mental health. Also throughvirtual platform "Swasth Raho Mast Raho" programs are being conducted byrenowned faculties for Mahindra family members. Further vaccination drive was conductedin each plant premises to facilitate the vaccination for employees and their familymembers. Health magazine was published "Health in COVID era" to demonstrateexcellence in occupational health.

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

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

In addition environment protection awareness is generated virtuallyamongst all stakeholders on an annual basis for World Ozone Day World Environment DayWorld Earth Day World Water Day and Energy Conservation Week and Water Conservation Weeketc.

Certifications/Recertifications

All Plants of your Company are re-certified for Standard ISO 45001:2018 and ISO 14001: 2015. Further all plantshave implemented Integrated Management System(IMS). Your Company is certified for Zero Waste to Landfill with 99% and above conversionrate which ensures the commitment of recycling of waste at maximum extent to protect theenvironment.

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

Directors

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

In terms of the Succession Planning approved by the GovernanceNomination and Remuneration Committee and Board of your Company Dr. Anish Shah took overas the Managing Director and Chief Executive Officer of the Company with effect from 2ndApril 2021.

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

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

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

Padma Bhushan Award to Mr. Anand G. MahindraChairman

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

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

Independent Directors

The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed both under the Companies Act 2013 and Listing Regulations. Further pursuantto the SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment)Regulations 2021 dated 3rd August 2021 read with Corrigendum dated 6thAugust 2021 amending the definition of Independent Director under Listing Regulationswith effect from 1st January 2022 a confirmation had been obtained from allthe Independent Directors of the Company that they meet the revised criteria ofIndependence as of 1st January 2022.

The Board is of the opinion that the Independent Directors of theCompany hold highest standards of integrity and possess requisite expertise and experiencerequired to fulfill their duties as Independent Directors.

In terms of Section 150 of the Companies Act 2013 read with Rule 6 ofthe Companies (Appointment and Qualification of Directors) Rules 2014 IndependentDirectors of the Company have confirmed that they have registered themselves with thedatabank maintained by The Indian Institute of Corporate Affairs Manesar ('IICA'). TheIndependent Directors are also required to undertake online proficiency self-assessmenttest conducted by IICA within a period of 2 (two) years from the date of inclusion oftheir names in the data bank unless they meet the criteria specified for exemption.

The Independent Directors of the Company are exempt from therequirement to undertake online proficiency self-assessment test except Mr. MuthiahMurugappan who would be undertaking the said test in due course.

Lead Independent Director

Mr. Vikram Singh Mehta Independent Director and Chairman ofGovernance Nomination and Remuneration Committee has been appointed as the LeadIndependent Director with effect from 1st April 2021. The role andresponsibilities of the Lead Independent Director are provided in the Corporate GovernanceReport forming part of this Annual Report.

Retirement by rotation

Dr. Anish Shah and Mr. Rajesh Jejurikar retire by rotation and beingeligible offer themselves for re-appointment at the 76th Annual GeneralMeeting of the Company scheduled to be held on 5th August 2022.

Board Evaluation

Pursuant to the provisions of the Companies Act 2013 and the ListingRegulations the Board has carried out an annual evaluation of its own performance andthat of its Committees as well as performance of all the Directors individually includingIndependent Directors Chairman of the Board Managing Director & Chief ExecutiveOfficer and Executive Director (Automotive & Farm Sectors).

I Feedback Mechanism

Feedback was sought by way of a structured questionnaire coveringvarious aspects of the Board's functioning such as adequacy of the composition of theBoard and its Committees Board Culture Execution and Performance of Specific DutiesObligations and Governance and the evaluation was carried out based on responses receivedfrom the Directors.

Evaluation of Committees

The performance evaluation of Committees was based on criteria such asstructure and composition of Committees attendance and participation of member of theCommittees fulfilment of the functions assigned to Committees by the Board and applicableregulatory framework frequency and adequacy of time allocated at the Committee Meetingsto fulfil duties assigned to it adequacy and timeliness of the Agenda and Minutescirculated comprehensiveness of the discussions and constructive functioning of theCommittees effectiveness of the Committee's recommendation for the decisions of theBoard etc.

Evaluation of Directors and Board

A separate exercise was carried out by the Governance Nomination andRemuneration 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 wascarried out by the Independent Directors. The performance evaluation of the Chairman ofthe Board was also carried out by the Independent Directors taking into account the viewsof the Executive Directors and Non Executive Directors. The performance evaluation of theManaging

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

Criteria for Independent Directors

The performance evaluation of Independent Directors was based onvarious criteria inter alia including attendance at Board and Committee Meetings skillexperience ability to challenge views of others in a constructive manner knowledgeacquired with regard to the Company's business understanding of industry and globaltrends etc.

Criteria for Chairman

The performance evaluation of Chairman of the Board was based onvarious criteria inter alia including style of Chairman's leadership effectiveengagement with other Board members during and outside the meetings allocation of timeprovided to other Board members at the meetings effective engagement with shareholdersduring general meetings etc.

Criteria for Managing Director and Executive Director

The performance evaluation of Managing Director and Executive Directorwas based on various criteria inter alia including leadership style standards ofintegrity fairness and transparency demonstrated identification of strategic targetsanticipation of future demands and opportunities resource staffing to meet short term andlong term goals engagement with Board and Committee members updating Board onsignificant issues commitment to organisational values vision and mission adaptation tomeet changing circumstances knowledge and sensitivity of stakeholders' needs within andoutside the Company demonstrated and effective communication skills.

Results of Evaluation

The results of evaluation showed high level of commitment andengagement of Board its various committees and senior leadership. The results of theevaluation were shared with the Board Chairman of respective Committees and individualDirectors. Based on the outcome of the evaluation the Board has agreed on an action planto 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 thedeployment of "questionnaire" as a methodology is effective for evaluation ofperformance of Board and Committees and Individual Directors.

Policies

Your Company has adopted the following Policies which inter aliainclude criteria for determining qualifications positive attributes and independence of aDirector:

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

(b) Policy for remuneration of the Directors Key Managerial Personneland other employees.

Policy (a) mentioned above includes the criteria for determiningqualifications positive attributes and independence of a Director identification ofpersons who are qualified to become Directors and who may be appointed in the SeniorManagement Team in accordance with the criteria laid down in the said Policy successionplanning for Directors and Senior Management and Policy statement for Talent Managementframework of the Company. The Policy was modified to align with the amendments made to theListing Regulations effective from 1st January 2022.

Further to strengthen the disclosures on Corporate Governance thePolicy 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 ofDirectors Key Managerial Personnel and other employees in the Company.

Policies mentioned at (a) and (b) above are available on the websiteand can be accessed in the Governance section at the Web-link:https://www.mahindra.com/investors/reports-and-filings.

Familiarisation Programme for IndependentDirectors/Non-Executive Directors

The Members of the Board of the Company are afforded many opportunitiesto familiarise themselves with the Company its Management and its operations. TheDirectors are provided with all the documents to enable them to have a betterunderstanding of the Company its various operations and the industry in which itoperates.

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

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

Strategic Presentations are made to the Board where Directors get anopportunity to interact with Senior Management. Directors are also informed of the variousdevelopments in the Company through Press Releases emails etc.

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

• Roles responsibilities and liabilities of Independent Directorsunder 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 Companyimparted various familiarization programmes for its Directors including review ofInvestments of the Company by Strategic Investment Committee Industry Outlook at theBoard Meetings Regulatory updates at Board and Audit Committee Meetings covering changeswith respect to the Companies Act 2013 Listing Regulations Taxation and other mattersPresentations on Internal Control over Financial Reporting Operational Control overFinancial Reporting Prevention of Insider Trading Regulations Framework for RelatedParty Transactions Plant Visit Meeting with Senior Executive(s) of your CompanyCorporate Social Responsibility Strategy etc. Pursuant to Regulation 46 and 62(1A) of theListing Regulations the details required are available on the website of your Company atthe web link: https://www.mahindra.com/resources/FY22/AnnualReport.zip.

Directors' Responsibility Statement

Pursuant to section 134(5) of the Companies Act 2013 your Directorsbased on the representations received from the Operating Management and after dueenquiry confirm that:

(a) i n the preparation of the annual accounts for the Financial Yearended 31st March 2022 the applicable accounting standards have been followed;

(b) they had in consultation with Statutory Auditors selectedaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company as at 31st March 2022 and of the profit of the Company for theyear ended on that date;

(c) they have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andirregularities;

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

(e) they have laid down adequate Internal Financial Controls to befollowed by the Company and such Internal Financial Controls were operating effectivelyduring the Financial Year ended 31st March 2022;

(f) they had devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively 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 theDirectors.

During the year 1st April 2021 to 31st March2022 six Board Meetings were held on: 29th April 2021 28th May2021 6th August 2021 9th November 2021 10th and 11thFebruary 2022 and 15th March 2022. The 75th Annual General Meeting(AGM) of the Company was held on 6th August 2021 through VideoConferencing/Other Audio Visual Means.

Meetings of Independent Directors

The Independent Directors of your Company meet before the BoardMeetings without the presence of the Chairman of the Board or the Managing Director or theExecutive Director or other Non-Independent Directors or Chief Financial Officer or anyother Management Personnel.

These Meetings are conducted in an informal and flexible manner toenable the Independent Directors to discuss matters pertaining to inter alia review ofperformance of Non-Independent Directors and the Board as a whole review the performanceof the Chairman of the Company (taking into account the views of the Executive andNon-Executive Directors) assess the quality quantity and timeliness of flow ofinformation between the Company Management and the Board that is necessary for the Boardto effectively and reasonably perform their duties.

Five Meetings of Independent Directors were held during the year andthese 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. HaigreveKhaitan. All the Members of the Committee are Independent Directors and possess strongaccounting and financial management knowledge. The Company Secretary of the Company is theSecretary of the Committee.

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

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

Winding-up of Loans & Investment Committee ofthe Company

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

Corporate Governance

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

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

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

Code Of Conduct

Your Company's Code of Conduct (the Code) outlines the commitment toprinciples of integrity transparency and fairness that employees suppliers distributorsand other third parties who work with the Company must comply. The Code of Conduct enablesevery person working for and with the Company to make the right choices and demonstratethe highest standards of integrity and ethical behaviour. It is translated in 4 regionallanguages and is available on the Company's website and can be accessed on the website inthe 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'sintranet as well as on the mobile app Me-connect.

The Ethics & Governance framework is also anchored by clearlydefined 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 annualawareness program. All new joiners are required to undertake on-line training of the CodePOSH and ABAC on joining the employment. For reinforcing Code and Policies all employeesare further required to complete mandatory e-Learning refresher training annually. Inaddition to this an annual Compliance module is mandated to all employees. Your Companyhas a stellar support of 150 Ethics Counsellors who help in a continuous cycle ofeffective communication of Code and Policies with their cohorts.

The processes for identifying and resolving breaches of the Code andPolicies are clearly defined and regularly communicated throughout the Company. Datarelating to such breaches is reviewed by the Corporate Governance Council and by relevantBoard Committees that helps to determine the allocation of resources for future Policydevelopment process improvement training and awareness initiatives. The CorporateGovernance Council ensures that the Ethics & Governance framework is executedeffectively. The Group Ethics and Governance Committee and Business Ethics and GovernanceCommittees help to ensure that the decisions are taken in fair just and consistent manneracross various functions of that business.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act 2013 the Rulesprescribed thereunder and the Listing Regulations is implemented through the Company'sWhistle Blower Policy to enable the Directors employees and all stakeholders of theCompany to report genuine concerns (about unethical behaviour actual or suspected fraudor violation of the Code) to provide for adequate safeguards against victimisation ofpersons who use such mechanism and make provision for direct access to the Chairman of theAudit Committee. A quarterly report on the whistle blower complaints received is placedbefore the Audit Committee for its review.

The Whistle Blower Policy was updated during the year the details ofwhich may be referred to in Annexure VIII of this Board's Report. Whistle Blower Policy ofyour Company is available on the Company's website and can be accessed in the Governancesection 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 atWorkplace (Prevention Prohibition and Redressal) Act 2013 (Act). Internal ComplaintsCommittees (ICC) have been set up to redress complaints received regarding sexualharassment and the Company has complied with provisions relating to the constitution ofICC under the Act. All employees (permanent contractual temporary trainees) are coveredunder this Policy. The POSH Policy is gender inclusive and the framework ensures completeanonymity and confidentiality. The POSH Policy was updated during the year the details ofwhich may be referred to in Annexure VIII of this Board's Report.

While maintaining the highest governance norms the various ICC haveappointed internal members with 50% being women and external members with relevantexperience. The ICC is presided by a senior woman employee in each case. The ICC has beenupdated on judicial trends and trained regularly on the nuances of the Act.

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

Awareness in this area has been created vide Speak Up campaign withfocus on virtual workings and reiterating Mahindra's commitment for providing safeworkplace to all its employees. The Company has organised induction training for newjoiners online training and refresher modules virtual and classroom trainings by EthicsCounsellors emailers and posters to sensitise the employees to conduct themselves in aprofessional manner.

Business Responsibility Report

The 'Business Responsibility Report' (BRR) of your Company for theFinancial Year 2021-22 forms part of this Annual Report as required under Regulation34(2)(f) of the Listing Regulations.

Your Company strongly believes that sustainable and inclusive growth ispossible by using the levers of environmental and social responsibility while settingaspirational targets and improving economic performance to ensure business continuity andrapid growth.

Your Company is committed to leverage 'Alternative Thinking' to buildcompetitive advantage in achieving high shareholder returns through customer centricityinnovation good governance and inclusive human development while being sensitive to theenvironment.

Risk Management

Your Company has a well-defined risk management framework in place. Therisk management framework works at various levels across the enterprise. These levels formthe strategic defence cover of the Company's risk management. The Company has a robustorganizational structure for managing and reporting on risks.

Your Company has constituted a Risk Management Committee of the Boardwhich is authorized to monitor and review risk management plan and risk certificate. TheCommittee is also empowered inter alia to review and recommend to the Boardmodifications to the Risk Management Policy. Further the Board has constituted aCorporate Risk Council comprising the Senior Executives of the Company. The terms ofreference of the Council include review of risks and Risk Management Policy at periodicintervals. During the year under review the terms of reference of the Risk ManagementCommittee and the Risk Management Policy were amended by the Board pursuant to the ListingRegulations.

Your Company has developed and implemented a Risk Management Policywhich is approved by the Board. The Risk Management Policy inter alia includesidentification of risks including cyber security and related risks and also those whichin the opinion of the Board may threaten the existence of the Company. Risk managementprocess has been established across the Company and is designed to identify assess andframe a response to threats that affect the achievement of its objectives. Further it isembedded across all the major functions and revolves around the goals and objectives ofthe organization.

Corporate Social Responsibility (CSR)

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

This year too was a challenging year for humanity with the adverseimpact of the COVID-19 pandemic being felt by one and all but more so by vulnerable andmarginalized groups on whom the impact has been the hardest. Your Company has invested ina concerted manner to provide COVID-19 relief and rehabilitation with an aim of buildingresilient communities. The Mahindra Group swiftly responded to the pandemic by puttinginto action a series of relief initiatives across 23 States and Union Territories. TheState and District administration and hospitals were provided with 23 Oxygen Plants 866Oxygen Concentrators and 94 Ambulances by the Group. The Group also distributed over237750 cooked meals and provided ration and other essentials to over 366090beneficiaries. The frontline workers were supported through distribution of over 275050protective gears such as face masks face shields gloves PPE kits etc. and 8450 litresof sanitizer. Infrastructural support and consumables were provided to over 40 hospitalsacross the country and the capacity of COVID Care centre in Pune MHADA was furtheraugmented.

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

were also provided with a self-contained kit consisting of a pulseoximeter basic protective equipment and supplementary information communication materialto protect and provide the health safety net to more than 400000 people in rural India.

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

- Project Nanhi Kali supported the education of 185759underprivileged girls through 7049 Academic Support Centres across 20 Districts in 9States of India. Of these your Company continued to support 38096 girls which includesan additional 5050 girls enrolled in Financial Year 2021-22 while the Mahindra Group asa whole continued to support 83591 girls. Despite COVID-19 restrictions this projectensured continuous learning for girl children.

- Mahindra Pride: Mahindra Pride continued to enhance employabilityskills of youth from socially and economically disadvantaged backgrounds through MahindraPride Schools and Mahindra Pride Classrooms. In Financial Year 2021-22 Mahindra Groupfacilitated training of 1798 youth under the Mahindra Pride school programme out of which1132 youth were supported through your Company. Similarly under Mahindra Pride Classroomintervention Mahindra Group supported skills enhancement of 181165 youth out of which113282 youth were supported through your Company.

- Krishi Mitr Prerna: Through the Krishi Mitr Prerna Projects yourCompany continued to support small and marginal farmers by training them in effectivefarming practices and providing advisory services including soil health access to genderfriendly farm equipment linkages to Government welfare support initiatives resourceefficient agriculture methodologies and increasing agricultural incomethrough increasingcrop productivity. The program envisions to develop and empower farmers to meet the demandsupply gap of agricultural produce for self-consumption and market requirements. InFinancial Year 2021-22 the Company supported 20135 farmers at PAN India level.

- Women Empowerment through Regenerative Agriculture: The mainobjective of the programme was to enable women farmers to use regenerative agriculture asa technique to transform the soil on their land increase productivity and earn profitsthroughout the year in addition to ensuring food and nutrition security for theirfamilies. Through this project sponsored by your Company 3400 women farmers from MogaTarn Taran (Punjab) and Shravasti (Uttar Pradesh) were skilled and provided knowledge inregenerative organic farming practice. 3 Regenerative Agriculture Hubs have been set upeach having a demo farm for sharing knowledge on various agricultural practices trainingon various farm tools equipments and techniques.

- Women's Initiative for Synergistic Empowerment

(WISE): The programme aims at the economic empowerment of women bypromoting enterprises through building entrepreneurial capabilities financial managementand digital technology with specialization in better marketing of products. As part of theprogramme sponsored by your Company 20000 SHG members from 14 districts in Maharashtraand Madhya Pradesh got an opportunity to explore their entrepreneurship capabilitiesthrough enterprise awareness programmes. The programmes run with a focus on addressinggender barriers to enterprise. To further support women specifically in brandingpackaging and digital marketing 12 economic empowerment hubs have been created as part ofthe programme.

- Watershed Development: Your Company entered into a Public PrivatePartnership (PPP) for a Watershed Development Fund (WDF) and Climate Change Adaptation(CCA) Program with National Bank for Agriculture and Rural Development (NABARD) in twolocations:- (1) At Hatta District Damoh Madhya Pradesh for developing National PriorityAreas of Aspirational District (2) Development of River Basin in Igatpuri Block NashikDistrict

Maharashtra covering around 30 villages over area of 15800 hectares.During Financial Year 2021-22 your Company supported more than 9000 farmers throughvarious interventions of soil and water conservation works crop diversification measureslivelihood training/support and drudgery reduction initiatives for Integrated Developmentof the rural catchment. In addition 18000 people were benefited with availability ofdrinking water.

- Mahindra Hariyali: Through this intervention the Mahindra Groupplanted 1.57 million trees which contributed to building green cover and protecting therich biodiversity of the country. Your Company contributed towards plantation of 1.32million trees out of which 1.11 million trees were planted in the Araku Valley whichbesides greening the environment also provided livelihood support to tribal farmers bygrowing coffee and fruit bearing trees in this region. Till date 20.65 million trees havebeen planted through Mahindra Hariyali of which 13.40 million trees were planted in Arakuwhich supported livelihood of 25000 tribal farmer families.

- Employee Volunteering: Despite the challenges posed by the pandemicthe Company's employees continued to give back to the Society. Through the employeevolunteering platforms (ESOPs and MySeva) 38803 employees invested 362585 person hoursof their personal time in volunteering activities. Of these 7718 were Company employeeswho contributed 47133 person hours towards a variety of social causes. At the Group level107600.50 person hours were invested through individual acts of Social Responsibilityundertaken by Mahindra Group employees which they reported on MySeva Platform. The balance254984.50 person hours was contributed through Employee Social Options (ESOPs) which isthe Company organised volunteering programme at the Mahindra Group.

During the last Financial Year your Company's efforts to drivepositive change were acknowledged by various forums and your Company received thefollowing awards:

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

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

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

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

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

CSR Policy

The Corporate Social Responsibility Committee had formulated andrecommended to the Board a Corporate Social Responsibility Policy (CSR Policy) which wassubsequently adopted by it and is being implemented by the Company. The CSR Policyincluding name of the CSR projects or programs undertaken can be accessed in theGovernance 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 Meetingheld on 26th March 2021 re-constituted the Corporate Social ResponsibilityCommittee. Dr. Pawan Goenka ceased to be the Member of the Committee with effect from 2ndApril 2021 upon cessation as a Director of the Company and Dr. Anish Shah was inductedin his place.

Further the Board at its Meeting held on 28th May 2021re-constituted the Corporate Social Responsibility Committee by inducting Mr. MuthiahMurugappan 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 asSustainability activities.

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

During the year under review your Company spent Rs. 970768887 onCSR activities. The amount equal to 2% of the average net profit for the past threefinancial years required to be spent on CSR activities was Rs. 968463072. The Board hasconsidered 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 theFinancial Year 2022 along with the Executive Summary for Impact Assessment Reports of theapplicable projects is annexed herewith and marked as Annexure VI.

The complete Impact Assessment Reports of the applicable projects canbe accessed at the Web-link: https://www.mahindra.com/resources/FY22/AnnualReport.zip

Sustainability

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

By implementing Mahindra Sustainability Framework your Companycontinued the focus on the Environmental Social and Governance (ESG) parameters ensuringa common language for sustainability across the Group. This framework definessustainability as "Building enduring business by rejuvenating the environment andenabling stakeholders to rise". Under the three pillars People Planet and Profit ofSustainability 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 inboth World and Emerging Market Index. In CDP Climate and CDP Water your Company hasachieved level A.

Your Company has committed to Science Based Target an initiative torestrict 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 Companyparticipated in the First Movers Coalition dialogue with US Special Presidential Envoy onClimate organised by World Economic Forum. He also attended CEO climate leaders meetingorganized by World Economic Forum on building the net-zero economy and carbon removals.

The Sustainability performance for your Company for the Financial Year2021-22 will be elaborated in detail in the GRI Report which is under preparation and willbe ready for release shortly.

Your Company was recognized for its leadership position on the ESGdimensions during the year under review by way of the following:

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

• Inclusion in CDP Supplier Engagement Leader Board 2021.

• Part of Power list of top 50 India's Most Sustainable Companies2021-22 by Business World.

Conservation of Energy Technology Absorption andForeign Exchange Earnings and Outgo

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

Share Capital

During the year under review the Authorised Share Capital of theCompany was increased from Rs. 4075 crores divided into 8100000000 Ordinary (Equity)Shares of Rs. 5 each and 2500000 Unclassified shares of Rs. 100 each to Rs. 10575crores divided into 18100000000 Ordinary (Equity) Shares of Rs. 5 each and 2500000Unclassified shares of Rs. 100 each and 1500000000 Preference Shares of Rs. 10 eachpursuant to the Scheme of Merger by Absorption of Mahindra Vehicle Manufacturers Limitedwith the Company becoming effective from 1st July 2021.

The Authorised Share Capital of the Company further stands increased toRs. 11681.5 crores divided into 20313000000 Ordinary (Equity) Shares of Rs. 5 each and2500000 Unclassified shares of Rs. 100 each and 1500000000 Preference Shares of Rs.10 each pursuant to the Scheme of Merger by Absorption of Mahindra Engineering andChemical Products Limited Retail Initiative Holdings Limited and Mahindra Retail Limitedwith the Company becoming effective from 29th April 2022.

The issued subscribed and paid-up Share Capital of the Company stoodat Rs. 621.60 crores as at 31st March 2022 comprising of 1243192544Ordinary (Equity) Shares of Rs. 5 each fully paid-up. There was no change in the issuedsubscribed and paid-up Share Capital during the year under review.

Compliance with the provisions of SecretarialStandard 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 dulycomplied by your Company.

Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act2013 read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 acopy of the annual return is placed on the website of the Company and can be accessed athttps://www.mahindra.com/resources/FY22/AnnualReport.zip

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

There was one proceeding initiated/pending against your Company underthe Insolvency and Bankruptcy Code 2016 which does not materially impact the business ofthe Company. The Company has filed its detailed reply and the matter is pending for finalhearing.

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 inrespect of the following items as there were no transactions/events on these items duringthe year under review:

1. I ssue of equity shares with differential rights as to dividendvoting or otherwise.

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

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

4. Voting rights which are not directly exercised by the employees inrespect 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 asenvisaged 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 takenfrom the Banks or Financial Institutions and hence the details of difference betweenamount of the valuation done at the time of one time settlement and the valuation donewhile taking loan from the Banks or Financial Institutions along with the reasons thereofis not applicable.

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

For and on behalf of the Board

ANAND G. MAHINDRA

Chairman

Mumbai 28th May 2022

.