DIRECTORS' REPORT

Your Directors present their Report together with the
Audited Financial Statements of your Company for the year
ended 31^st March 2026.

A. FINANCIAL AND OPERATIONAL HIGHLIGHTS

¹ Remeasurement of net (loss)/gain on defined benefit plans, recognised as part of retained earnings.
For details, refer to 'Statement of Changes in Equity' in the Standalone Financial Statements
and 'Consolidated Statement of Changes in Equity' in the Consolidated Financial Statements
respectively forming part of this Annual Report.

FY26 witnessed heightened global macroeconomic volatility,
driven by escalating geopolitical tensions in the Middle East.
Financial markets remained volatile, reflecting concerns
around trade fragmentation, energy security and the lagged
impact of tighter global financial conditions.

Against this global backdrop, India's economic performance
in FY26 remained robust, driven by strong domestic
fundamentals and macroeconomic stability. Economic
growth was supported by healthy agricultural output and
sustained momentum in the service sector. Rationalisation
and reduction of Goods & Services Tax (GST) rates during
FY26 helped ease cost pressures and improve affordability
across key consumption categories. These measures
supported demand revival, encouraged higher discretionary
spending and strengthened consumption-led growth in the
economy.

Inflationary pressures moderated further in FY26, supported
by benign commodity prices, improved food supply
management and proactive policy measures. FY26 headline
CPI inflation is projected at approximately 2.1% by the
Reserve Bank of India (RBI). With inflation well anchored,
India strengthened its macroeconomic stability and policy
flexibility. Continued focus on capital expenditure, targeted
fiscal support and calibrated monetary policy actions
improved liquidity conditions and supported consumption-
led growth. Going forward, India's strong domestic demand,
favourable demographics and sustained policy support are
expected to underpin a resilient consumption outlook and
enable sustainable economic growth.

The Profit for the year before Depreciation, Finance Costs,
Share of Profit of Associates and Joint Venture, Exceptional
items and Taxation recorded an increase of 25.5% at
Rs. 25,264.66 crore as against Rs. 20,127.37 crore in
the previous year. Profit after tax increased by 31.9% at
Rs. 15,638.93 crore as against Rs. 11,854.96 crore in the
previous year.

Your Company continues to achieve significant savings
through its strong focus on cost controls, process
efficiencies, and product innovations that consistently
exceed customer expectations, enabling it to deliver strong
profitable growth.

Earnings Per Share (EPS)

The Standalone basic EPS of the Company stood at
Rs. 130.2 for the year ended 31^st March 2026 as against
Rs. 98.8 for the year ended 31^st March 2025 and Diluted
EPS stood at Rs. 129.8 for the year ended 31^st March 2026
as against Rs. 98.5 in the previous year.

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

No material changes and commitments have occurred after
the closure of FY26 till the date of this Report, which would
affect the financial position of your Company.

Performance Review
Automotive Sector*

Your Company's Automotive Sector posted total sales of
11,17,698 vehicles (10,04,771 four-wheelers and 1,12,927
three-wheelers) as against a total of 9,41,115 vehicles
(8,54,273 four-wheelers and 86,842 three-wheelers) in the
previous year, registering a growth of 18.8%.

In the domestic market, your Company sold a total of
10,76,668 vehicles as compared to 9,06,406 vehicles in the
previous year, resulting in a growth of 18.8%.

In the Passenger Vehicle ('PV') segment, your Company sold
6,60,276 Utility Vehicles ('UVs') as compared to the previous
year's volume of 5,51,487 UVs, registering a growth of 19.7%.

In the Commercial Vehicle ('CV') segment, your Company
sold 3,04,389 vehicles [including 38,120 vehicles
<2T GVW, 2,08,634 vehicles between 2-3.5T GVW, 45,773
Light Commercial Vehicles ('LCVs') in the 3.5T-7.5T segment,
1,918 vehicles in the 7.5T-16T GVW segment, 5,324 Heavy
Commercial Vehicles ('HCVs') and 4,620 LCV Passenger]
registering a growth of 13.1% over the previous year's
volumes of 2,69,087 vehicles [including 38,995 vehicles <2T
GVW, 1,89,914 vehicles between 2-3.5T GVW, 29,085 LCVs in
the 3.5T-7.5T segment, 1,340 vehicles in the 7.5T-16T GVW
segment, 5,457 HCVs and 4,296 LCV Passenger].

In the three-wheeler segment, your Company sold 1,12,003
three-wheelers in the domestic market, registering a growth
of 30.5% over the previous year's volume of 85,832
three-wheelers.

For the year under review, the Indian automotive industry
(except 2W) grew by 9.3%, with the PV industry growth of
7.9% and CV industry growth of 12.6%.

The UV segment showed growth of 11.0%. The UV market
share for your Company stood at 21.3%. Thar Roxx, Scorpio,
XUV3X0, XUV700, Thar and Bolero continued to be strong
brands for your Company in the UV segment.

Within the CV industry, the LCV goods <7.5T segment grew
by 12.5% while the Medium and Heavy Commercial Vehicles
('MHCV') Goods Segment grew by 15.7%.

In the LCV<7.5T segment, your Company retained its No. 1
position with 49.1% Market Share. Your Company sold a
total of 2,92,527 vehicles in this segment, which is a growth
of 13.4% over the previous year.

In the MHCV Goods Segment, your Company sold 7,242
trucks as against 6,797 trucks in the previous year. Your
Company's market share in the MHCV segment stands at
2.0%.

Your Company is the pioneer for Electric Vehicles (EVs) in India,
and for the year under review, in the electric three-wheeler
segment, your Company sold 1,04,586 vehicles as against
77,386 vehicles in the previous year, with a growth of 35.1%.
In the electric four-wheeler segment, your Company sold
57,472 vehicles as against 14,183 vehicles in the previous
year, with a growth of 305.2%. In the CV segment, your
Company sold 2,571 Electric Vehicles.

During the year under review, your Company posted an
export volume of 41,030 vehicles as against the previous
year's exports of 34,709 vehicles, representing a growth of
18.2%.

The sales of spare parts for the year stood at Rs. 6,027.4
crore (including exports of Rs. 321.9 crore) as compared to
Rs. 5,280.3 crore (including exports of Rs. 262.9 crore) in the
previous year, registering a growth of 14.1%.

Farm Equipment Sector

Your Company's Farm Equipment Sector recorded total
sales (domestic and exports) of 5,26,403 tractors as against
4,24,641 tractors sold in the previous year, registering a
growth of 24.0%.

These figures include tractors sold under the Trakstar
brand, which is the third brand of your Company under the
subsidiary Gromax Agri Equipment Limited.

For the year under review, the tractor industry in India
recorded sales of 11,60,231 tractors, a growth of 23.5%.
Tractor Industry recorded growth in FY26 on account of
favourable monsoon, good reservoir levels, GST rate cut for
tractors leading to positive terms of trade for farmers and a
broad-based GST rate cut resulted in a strong income effect
for rural consumption.

In the domestic market, your Company sold 5,05,930 tractors,
as compared to 4,07,094 tractors in the previous year (these
figures include tractors sold by Gromax Agri Equipment
Limited), recording a growth of 24.3%. It is the highest ever
volume sold by your Company. With a market share at 43.6%,
a gain of 0.3% over previous year, your Company remains
the Market Leader for the 43^rd consecutive year.

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

For the year under review, your Company exported 20,473
tractors which is a growth of 16.7% over the previous year.

Net Sales of Spare parts for the FY26 stood at Rs. 1,440.4
crore (including exports of Rs. 131.4 crore) as compared to
Rs. 1,328.6 crore (including exports of Rs. 171.8 crore) in the
previous year, registering a growth of 8.4%.

Please refer to the Management Discussion and Analysis
section of this Annual Report for detailed analysis.

Other Businesses

Powerol

Mahindra Powerol has been a leading player in the power
back-up industry for over two decades and ranks among
the top two players by volume in India's power generation
market.

Its strong footprint includes more than 1,000 sales and
service touchpoints across India and operations in over

12 international locations. The Company's balanced business
model draws equal strength from products and services.
Beyond telecom, Powerol is expanding its retail presence
through higher kVA range extensions.

Leveraging its network, reach and focus on Green Energy
Solutions, Powerol emerged as a Strong Player in EV Charger
services with over 50,000 home chargers installations across
the nation. Growing infrastructure and power needs offer
significant expansion opportunities.

Construction Equipment

Your Company sold 763 Backhoe Loaders (BHLs) under the
Mahindra EarthMaster brand; sold 236 Motor Graders under
the RoadMaster brand; and sold 77 Haulage tractor under
HaulMaster brand, totalling to 1,076 construction equipment
units for FY26.

Moreover, your Company achieved an exceptional milestone
in the export markets by recording a significant growth
of 96% year-on-year. A total of 446 units of construction
equipment were exported, reflecting the growing acceptance
of Mahindra products in international markets and the
success of strategic efforts to expand the global footprint.

Two-Wheeler Business

Your Company, through its subsidiary Classic Legends Private
Limited, reintroduced the Jawa and Yezdi brands in FY19
and FY22 respectively. New launches included the Jawa
42 Bobber in FY23 and the Jawa 350 in FY24, along with
the addition of the Jawa 42 FJ. In FY26, the Yezdi portfolio
was revived and scaled 3.6x with the Yezdi Adventure Dual
Headlamp and the new Yezdi Roadster, supported by a GST
reduction on sub-350cc motorcycles.

The Company also expanded internationally via the BSA brand
in the UK and Europe. In FY25, BSA was introduced in India with
the BSA Gold Star 650. Global offerings expanded with the BSA
Bantam and Scrambler.

Current Year's review

During the period 1^st April 2026 to 4^th May 2026, 87,910
vehicles were produced as against 85,821 vehicles and
86,500 vehicles were dispatched as against 81,660 vehicles
during the corresponding period in the previous year. During
the same period, 51,184 tractors were produced and 49,505
tractors were dispatched as against 44,182 tractors produced
and 43,788 tractors dispatched during the corresponding
period in the previous year.

Given the current Middle East situation, global supply
chains are undergoing recalibration. Merchandise exports
are expected to face headwinds from elevated geopolitical
risks, energy price volatility and disruptions in key trade
corridors. Robust services exports, particularly in IT and
business services, along with continued Government focus
on strengthening bilateral and multilateral trade agreements,
are expected to mitigate some of these challenges.

The Reserve Bank of India ('RBI'), at its Monetary Policy
Committee (MPC) Meeting held in April 2026, has projected
real GDP growth at 6.9% for FY27, underscoring India's
relative economic resilience anchored in strong domestic
demand, particularly sustained rural consumption. At the
same time, the growth outlook is subject to downside risks
arising from global trade headwinds, elevated energy prices
and heightened geopolitical uncertainties.

Union Budget FY27 maintained a balanced and pragmatic
approach to navigating a complex global and domestic
macroeconomic environment. Continued emphasis on fiscal
discipline alongside targeted support measures is expected
to sustain macro stability. Measures aimed at strengthening
household consumption, including continuation of tax
relief measures announced earlier, are likely to support
discretionary spending in the near term. Budgetary thrust on
the four identified engines of growth i.e. Agriculture, MSMEs,
Investment and Exports along with sustained public capital
expenditure, is expected to reinforce medium-term growth
momentum.

With policy support from the Union Budget and the RBI's
accommodative-biased liquidity management to ensure
orderly financial conditions, India's consumption-led growth
story is expected to remain resilient. While external risks
persist, strong fundamentals, improving income visibility and
steady rural and urban demand are expected to support
progress towards the country's growth objectives over FY27.

Economic Overview

The global economy witnessed a moderation in growth
momentum during the Calender Year ('CY') 2025 amid
heightened geopolitical disruptions and commodity related
supply shocks. The International Monetary Fund (IMF) in its
April 2026 outlook revised global growth for CY26 downward
to around 3.1%, reflecting the impact of the Middle East
conflict, elevated commodity prices and renewed trade
uncertainties. Growth is expected to remain modest in CY27
at about 3.2%, with downside risks dominating the outlook.

Global inflation, which had softened through 2024 and much
of 2025, is projected to edge higher in CY26 to about 4.4%,
largely due to higher energy and logistics costs, before
resuming a gradual decline thereafter. The re-emergence of
supply-driven inflation pressures could delay or temper the
pace of monetary policy easing across major economies.

The U.S. Federal Reserve ('Fed') undertook cumulative rate
cuts through CY25 as disinflation gained traction, supporting
financial conditions during the year. However, heightened
geopolitical tensions and concerns over energy price
pass-through led the Fed to pause further easing in early CY26
while maintaining a data-dependent stance. The U.S. Dollar
Index (DXY), which weakened during CY25 on expectations of
policy easing, experienced intermittent strength in CY26 amid
safe-haven flows triggered by geopolitical uncertainty and
global risk aversion. Volatility in currency and capital markets
has, consequently, remained elevated.

India's economic growth has continued to demonstrate
resilience despite a challenging external environment. RBI
estimated real GDP growth for FY26 at about 7.6%, supported
by strong private consumption, steady investment activity
and robust services sector performance. Inflation remained
largely benign for most of the year, though recent energy
price pressures have increased upside risks. The financial
sector continues to remain stable, with non-performing
asset ratios at multi-year lows and adequate capital buffers.
Fiscal consolidation has progressed in line with medium-term
objectives, while the current account deficit has remained
manageable, aided by sustained growth in services exports.

In CY25, the RBI reduced the policy repo rate cumulatively
by 125 bps to 5.3%, marking one of the most significant
easing cycles in recent years. In its April 2026 policy review,
the Monetary Policy Committee maintained the repo rate
unchanged and retained a neutral stance, citing rising
external uncertainty and inflation risks stemming from
higher crude prices. While monetary policy transmission
has been visible across lending and deposit rates, the RBI
has shifted focus towards liquidity and financial stability
management. It has continued to deploy liquidity tools
such as Open Market Operations, variable rate operations
and forex market interventions to ensure orderly market
conditions and adequate credit flow.

The Indian Rupee experienced heightened volatility during
FY26 amid global risk aversion, elevated crude prices and
intermittent capital outflows. While the currency came
under pressure during periods of global uncertainty, India's

strong foreign exchange reserves of around USD 700 billion
provided an effective buffer against disorderly movements.
The RBI remained active in managing excessive volatility,
ensuring stability in the foreign exchange market despite
challenging global conditions.

The RBI has projected CPI inflation to average around 4.6%
for FY27. However, the inflation outlook remains uncertain
due to volatility in global commodity and energy prices which
could intermittently exert pressure on headline inflation.

Banks continue to regard your Company as a highly valued
and esteemed client and have consistently extended facilities
at preferential rates. Your Company continues to follow a
prudent financial strategy, ensuring that overall leverage
remains at optimal levels. The Company's Gross Debt to
Equity ratio at 0.01 as at 31^st March 2026 continues to
remain low, reflecting a strong balance sheet position.

Your Company continues to maintain a disciplined approach
to cash and liquidity management, ensuring adequate
financial flexibility and risk resilience. The banking facilities
of your Company continues to be rated by CRISIL Ratings
Limited ('CRISIL'), ICRA Limited ('ICRA'), India Ratings
and Research Private Limited ('IND') and CARE Ratings
Limited ('CARE'). All rating agencies have reaffirmed the
highest ratings for the Company's Short-Term facilities.
For Long-Term facilities and Non-Convertible Debentures,
the respective ratings of CRISIL AAA/Stable, [ICRA] AAA
(Stable), CARE AAA; Stable and IND AAA/Stable have been
reaffirmed.

These AAA ratings reflect the highest degree of safety
with respect to timely servicing of financial obligations
and represent a strong vote of confidence by the rating
agencies in the Company's management, financial discipline
and long-term credit profile. The ratings also underscore the
Company's resilience across economic cycles, robust financial
flexibility and prudent capital management.

Your Company is a 'Large Corporate' as per the criteria
specified under the SEBI Regulations and relevant SEBI
Master Circular. The Company has complied with the
provisions and has made requisite disclosures in this regard.

Investor Relations (IR)

During the year, your Company continued to strengthen
its Investor Relations, with a focus on fostering trust,
transparency, and consistent engagement with the investor
community, adhering to global best practices.

The Company emphasised high-quality, thematic investor
interactions, centred on strategic priorities, capital allocation
discipline, and business-level performance drivers.

During the year, your Company engaged with a diverse
base of domestic and global investors and analysts
through roadshows, conferences, and targeted interactions,
complemented by strong participation in earnings calls,
analyst meets, and product-led engagements.

Senior management continued to actively engage with the
investment community, with discussions centred around:

•    Capital allocation as a strategic lever, with emphasis on
return thresholds, and disciplined growth investments.

•    Sharpening competitive positioning across core
businesses, particularly in Auto and Farm Businesses,
with a focus on premiumisation and technology.

•    Execution-led turnaround in Mahindra Finance and Tech
Mahindra.

•    Scaling of Growth Gems of the Company with articulation
of 'Right to Win' and aspiration.

•    Progress on ESG commitments.

During the year, the Company emphasised experience-led
investor engagement through the Group Investor Day, which
enabled deeper interaction with senior leadership and a
first-hand understanding of its technology, innovation, and
product capabilities. The event provided a comprehensive
view of the Company's strategic direction, including a long¬
term, decadal perspective on key businesses, outlining
growth vectors. It also featured key product showcases
across the business, reinforcing confidence in the Group's
future readiness.

Your Company ensures critical information remains readily
accessible to investors through timely updates on the
Company's website.

Dividend

As per the Dividend Distribution Policy, dividend payout
is determined based on available financial resources,
investment requirements and taking into account optimal
shareholder returns. Within these parameters, the Company
has maintained a total dividend payout ratio in the range of
20% to 35% of the annual standalone Profits after Tax (PAT)
of the Company.

Your Directors, considering the good performance and a strong
cash flow, decided to recommend a Dividend of Rs. 33 (660%)
per Ordinary (Equity) Share of the face value of Rs. 5 each, out
of the Profits for the Financial Year ended 31^st March 2026.

The Equity Dividend Outgo for the FY26 would absorb a
sum of Rs. 4,103.65 crore resulting in a payout of 26.2%
of the standalone net profit of the Company for the FY26
[as against Rs. 3,146.13 crore comprising the dividend of
Rs. 25.3 per Ordinary (Equity) Share of the face value of
Rs. 5 each resulting in a payout of 26.5% for the previous
year]. Dividend will be payable subject to the approval of
Shareholders at the ensuing Annual General Meeting and
deduction of tax at source to those Shareholders whose
names appear in the Register of Members as on the Record
Date / Book Closure. The Board of your Company decided
not to transfer any amount to the General Reserve for the
year under review.

Dividend Distribution Policy

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

The Dividend Distribution Policy of the Company is also
uploaded on the Company's website and can be accessed
at the Web-link: https://www.mahindra.com/Dividend-
Distribution-Policy.pdf

B. CONSOLIDATED FINANCIAL STATEMENTS

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

The Consolidated Income from operations is Rs. 1,98,639
crore for the year as compared to Rs. 1,59,211 crore in the
previous year, registering an increase of 24.8%.

The Consolidated Profit before exceptional items, share
of profit of associates and joint ventures and tax for the
year is Rs. 23,513 crore as compared to Rs. 17,542 crore
in the previous year, registering an increase of 34.0%. The
consolidated profit after tax after non-controlling interest

and exceptional items for the year is Rs. 17,099 crore as
compared to Rs. 12,929 crore in the previous year, registering
an increase of 32.3%.

The Financial Statements as stated above are also available on
the Company's website and can be accessed at the Web-link:
https://www.mahindra.com/Annual-Report-FY26

Subsidiary, Joint Venture and Associate
Companies

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

Tech Mahindra Limited, flagship company of the Mahindra
Group in the IT Sector, reported a consolidated operating
revenue of Rs. 56,815 crore in the current year as compared
to Rs. 52,988 crore in the previous year, registering an increase
of 7.2% (not consolidated in the Company's revenue). Its
consolidated profit after tax after non-controlling interests
is Rs. 4,811 crore as compared to Rs. 4,252 crore in the
previous year, registering an increase of 13.1%.

The Group's financial services company, Mahindra & Mahindra
Financial Services Limited ('Mahindra Finance'), a listed subsidiary
of the Company, reported a consolidated operating revenue of
Rs. 21,005 crore during the year as compared to Rs. 18,463 crore
in the previous year, registering an increase of 13.8%. The
consolidated profit after tax after non-controlling interests for
the year is Rs. 2,855 crore as compared to Rs. 2,262 crore in
the previous year, registering an increase of 26.2%. Mahindra
Finance customer base has crossed 12 million customers and
currently has a network of over 1,348 offices. Mahindra Finance
reported closing business AUM of Rs. 1,34,096 crore as of
31^st March 2026, a growth of 12.1%.

Mahindra Lifespace Developers Limited, the listed subsidiary
in the business of real estate and infrastructure, reported a
consolidated operating revenue of Rs. 1,178 crore as compared
to Rs. 372 crore in the previous year, registering an increase of
216.7%. The consolidated profit after tax after non-controlling
interest for the year is Rs. 298 crore as compared to Rs. 61 crore
in the previous year, registering an increase of 388.5%.

Mahindra Holidays & Resorts India Limited, the listed
subsidiary in the business of selling vacation ownership and
providing holiday facilities, registered a consolidated operating
revenue of Rs. 2,992 crore as compared to Rs. 2,781 crore
in the previous year, registering an increase of 7.6%. The
consolidated profit after tax after non-controlling interests
for the year is Rs. 70 crore as compared to Rs. 128 crore in

the previous year, registering a decrease of 45.3%, driven by
the impact of EUR/INR on international business.

Mahindra Logistics Limited, the listed subsidiary in the logistics
business, reported a consolidated operating revenue of
Rs. 6,999 crore as compared to Rs. 6,105 crore in the previous
year registering an increase of 14.6%. The consolidated
profit after tax after non-controlling interests for the year is
Rs. 2 crore as compared to loss of Rs. 36 crore in the previous
year, registering an increase of 105.6%.

Swaraj Engines Limited, the listed subsidiary in the business
of manufacturing of Diesel Engines and its components,
reported operating revenue of Rs. 2,007 crore as compared
to Rs. 1,682 crore in the previous year registering an increase
of 19.3%. The profit after tax for the year is Rs. 196 crore as
compared to Rs. 166 crore in the previous year, registering
an increase of 18.1%.

SML Mahindra Limited ('SML') (formerly known as SML Isuzu
Limited), the listed subsidiary primarily in the business of
manufacturing and sale of Light Commercial Vehicles and
Medium Commercial Vehicles in the automobile industry and
has a product portfolio comprising buses, trucks, and specific
application vehicles, reported operating revenue of Rs. 2,838
crore as compared to Rs. 2,399 crore in the previous year
registering an increase of 18.3%. The profit after tax for the
year is Rs. 160 crore as compared to Rs. 122 crore in the
previous year, registering an increase of 31.1%. SML became
subsidiary of the Company with effect from 1^st August 2025.

Mahindra EPC Irrigation Limited, a listed subsidiary in the
business of Micro Irrigation Systems such as Drip and Sprinklers,
Agricultural Pumps, Greenhouses and Land Scape Products,
reported a consolidated operating revenue of Rs. 312 crore
as compared to Rs. 273 crore in the previous year, registering
an increase of 14.3%. The consolidated profit after tax for the
year is Rs. 13 crore as compared to Rs. 7 crore in the previous
year, registering an increase of 85.7%.

During the year under review, there have been significant
changes concerning the Subsidiaries and Associates (including
Joint Ventures) of your Company.

Mahindra Advanced Technologies Limited ('MATL'), Shreyas
Stones Private Limited, Keskinainen Kiinteisto Oy Salla
Star, SML Mahindra Limited, PSL Media & Communications
Limited, New Democratic Electoral Trust and Mahindra
Blossom Developers Limited have become Subsidiaries of
your Company. Additionally, Mahindra & Mahindra Contech
Limited and Kota Farms Services Limited have transitioned
from being Associates to Subsidiaries of your Company.

Conversely, MLL Global Logistics Limited, Sampo Rosenlew
Oy, Finland and Mahindra Aerospace Australia Pty. Limited
have ceased to be Subsidiaries of your Company.

During the year under review, the name of Bristlecone India
Limited was changed to Bristlecone India Private Limited
following its conversion to a private limited company.

Further, pursuant to the restructuring process, Mahindra
Defence Systems Limited ('MDSL') ceased to be direct wholly
owned subsidiary of the Company and became a wholly
owned subsidiary of MATL. Additionally, Mahindra Telephonics
Integrated Systems Limited and Mahindra Emirates Vehicle
Armouring FZ LLC ('MEVA') also ceased to be the subsidiaries
of MDSL and became direct subsidiaries of MATL. Mahindra
Armored Vehicles Jordan, LLC, a subsidiary of MEVA also ceased
to be a step-down subsidiary of MDSL and became a step down
subsidiary of MATL.

Mahindra BT Investment Company (Mauritius) Limited became
a wholly owned subsidiary of the Company on account of
acquisition of its balance stake by the Company from BT
Holdings Limited. Subsequently, its name has been changed
to Mahindra Investment Company Mauritius Limited.

Further, Gelos Solren Private Limited ceased to be a wholly
owned subsidiary of Mahindra Susten Private Limited ('MSPL'),
a step-down subsidiary of the Company and continues to be
a Subsidiary of MSPL and that of the Company.

Mahindra Last Mile Mobility Limited ceased to be a wholly
owned subsidiary and continues as a subsidiary of the
Company consequent to dilution of its stake.

During the year, Mahindra Racing UK Limited ceased to be
a subsidiary but was re-acquired later and is now again a
subsidiary of your Company.

Pursuant to execution of Agreement between the Company
and Tech Mahindra Limited, a listed Associate of the
Company, Tech Mahindra Foundation has been classified as
the Associate of the Company.

Further, Mahindra Ideal Lanka Private Limited and Blue
Planet Integrated Waste Solutions Private Limited ceased to
be Associates of your Company.

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

The Policy for determining material subsidiaries as approved
by the Board is uploaded on the Company's website and
can be accessed at the Web-link: https://www.mahindra.com/
Policy-for-Determining-Material-Subsidiaries.pdf

C. JOINT VENTURES, ACQUISITIONS AND OTHER
MATTERS

Acquisition of SML Isuzu Limited ('SML')

During the year, the Company entered into Share Purchase
Agreements with Sumitomo Corporation and with Isuzu
Motors Limited for the acquisition of:

a.    63,62,306 equity shares constituting 43.96% of the
equity share capital of SML from Sumitomo Corporation,
and;

b.    21,70,747 equity shares constituting 15.0% of the
equity share capital of SML from Isuzu Motors Limited,

collectively aggregating to 85,33,053 equity shares
constituting 58.96% of the existing share capital of SML.

Pursuant to the above, the Company acquired control of
SML and SML became a listed subsidiary of the Company
with effect from 1^st August 2025. Further, the Company
launched a mandatory open offer to the eligible public
shareholders of SML in accordance with the Securities
and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011. Pursuant
to the offer, the Company acquired 673 equity shares
constituting 0.005% of the equity share capital of SML and
consequently holds 85,33,726 equity shares constituting
58.97% of the existing share capital of SML, which was
subsequently renamed as SML Mahindra Limited effective
8^th October 2025.

Joint Venture Agreement with The
Manufacturers Life Insurance Company
('Manulife')

The Board of Directors of the Company approved a 50:50 Joint
Venture with Manulife on 12^th November 2025 for entering
into the life insurance business in India, subject to Insurance
Regulatory Authority of India ('IRDAI') approval. The total
capital committed by each Shareholder is Rs. 3,600 crore,
which is to be deployed over a period of 10 years from the
year of commencement of operations.

Mahindra's brand strength, deep distribution capabilities
in rural and semi-urban India and execution excellence

make life insurance a logical extension towards building a
comprehensive financial services portfolio for the Group. The
Joint Venture aspires to be the No. 1 life insurer for rural and
semi-urban India, and in serving urban customers through
leadership in protection solutions.

Rights Issue of Mahindra & Mahindra
Financial Services Limited ('MMFSL')

During the year under review, Mahindra & Mahindra Financial
Services Limited ('MMFSL'), a listed subsidiary of the Company,
raised funds by way of a Rights Issue in accordance with
the applicable provisions of the SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended,
and other applicable laws. The Rights Issue comprised an
offer and issuance of fully paid-up equity shares of Rs. 2
each of MMFSL to its eligible equity shareholders as on the
record date.

The key terms of the Rights Issue included the issuance of
15,44,41,240 fully paid-up equity shares of face value of
Rs. 2 each, at a price of Rs. 194 per equity share (including
a premium of Rs. 192 per equity share), aggregating upto
Rs. 2,996.16 crore, with the entire issue price payable at
the time of application. The Rights Entitlement ratio was
1 equity share for every 8 equity shares held by the eligible
shareholders of MMFSL as on the record date.

The net proceeds of the Rights Issue were primarily utilised
by MMFSL towards augmenting its long-term capital and
resources for meeting funding requirements for business
activities, and for general corporate purposes.

The Board of Directors of the Company had approved
participation in the Rights Issue of MMFSL, including
subscribing to its full Rights Entitlement and any additional
shares, including any unsubscribed portion of the issue, in
accordance with applicable laws.

The Rights Issue was successfully closed on 6^th June 2025,
pursuant to which MMFSL raised an aggregate amount of
Rs. 2,996.16 crore and allotted 15,44,41,240 fully paid-up
equity shares of face value of Rs. 2 each on 9^th June 2025.

The Company subscribed to 8,51,82,612 equity shares of
MMFSL, which were duly allotted to the Company by MMFSL.

Consequently, the Company's shareholding in MMFSL
increased from 52.16% (pre-issue) to 52.49% (post-issue).
The Company's shareholding in MMFSL stood at 52.49% as
at 31^st March 2026.

Rights Issue of Mahindra Lifespace
Developers Limited ('MLDL')

During the year under review, Mahindra Lifespace Developers
Limited ('MLDL'), a listed subsidiary of the Company, raised
funds by way of a Rights Issue in accordance with the
applicable provisions of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended, and other
applicable laws. The Rights Issue comprised an offer and
issuance of fully paid-up equity shares of Rs. 10 each of MLDL
to its eligible equity shareholders as on the record date.

The key terms of the Rights Issue included the issuance
of 5,82,20,901 fully paid-up equity shares of face value of
Rs. 10 each, at a price of Rs. 257 per equity share (including
a premium of Rs. 247 per equity share), aggregating up to
Rs. 1,496.28 crore, with the entire issue price payable at the time
of application. The Rights Entitlement ratio was 3 equity shares
for every 8 equity shares held by the eligible shareholders of
MLDL as on the record date.

The net proceeds of the Rights Issue were utilised towards
repayment and/or reduction of existing debt, supporting MLDL's
future growth plans, and for general corporate purposes.

The Board of Directors of the Company had approved
participation in the Rights Issue of MLDL, including subscribing
to its full Rights Entitlement and any additional shares, including
any unsubscribed portion of the issue, in accordance with
applicable laws.

The Rights Issue was successfully closed on 17^th June 2025,
pursuant to which MLDL raised an aggregate amount of
Rs. 1,494.54 crore. MLDL allotted 5,81,53,156 fully paid-up
equity shares of face value of Rs. 10 each on 18^th June 2025.

The Company subscribed to equity shares of MLDL offered
on Rights basis and was allotted 3,24,86,158 equity shares
by MLDL.

Consequently, the Company's shareholding in MLDL increased
from 51.14% (pre-issue) to 52.43% (post-issue). The Company's
shareholding in MLDL stood at 52.41% as at 31^st March 2026.

Rights Issue of Mahindra Logistics Limited
('MLL')

During the year under review, Mahindra Logistics Limited
('MLL'), a listed subsidiary of the Company, raised funds by
way of a Rights Issue in accordance with applicable laws. The
Rights Issue comprised an offer and issuance of fully paid-up
equity shares of Rs. 10 each of MLL to its eligible equity
shareholders as on the record date.

The key terms of the Rights Issue included the issuance
of 2,70,49,301 fully paid-up equity shares of face value of
Rs. 10 each, at a price of Rs. 277 per equity share (including
a premium of Rs. 267 per equity share), aggregating up
to Rs. 749.27 crore, with the entire issue price payable at
the time of application. The Rights Entitlement ratio was
3 equity shares for every 8 equity shares held by the eligible
shareholders of MLL as on the record date.

The net proceeds of the Rights Issue were utilised towards
repayment and/or prepayment, in full or in part, of certain
borrowings of MLL and its certain subsidiaries, and for
general corporate purposes.

The Board of Directors of the Company had approved
participation in the Rights Issue of MLL, including subscribing
to its full Rights Entitlement and any additional shares,
including any unsubscribed portion of the issue, in accordance
with applicable laws.

The Rights Issue was successfully closed on 14^th August
2025, pursuant to which MLL raised an aggregate amount
of Rs. 749.27 crore and allotted 2,70,49,301 fully paid-up
equity shares of face value of Rs. 10 each on 18^th August
2025.

The Company had subscribed to equity shares of MLL offered
on Rights basis, and were allotted 1,73,00,670 equity shares
by MLL.

Consequently, the Company's shareholding in MLL increased
from 57.97% (pre-issue) to 59.60% (post-issue). The
Company's shareholding in MLL stood at 59.58% as of
31^st March 2026.

Rights Issue of Mahindra Susten Private
Limited

During the year under review, the Board of Directors of
Mahindra Susten Private Limited ('MSPL'), a subsidiary of
Mahindra Holdings Limited ('MHL'), which is a wholly owned
subsidiary of the Company has approved the offer and
issuance of up to 29,79,50,001 Equity Shares at Rs. 60.40
per share (comprising of Face Value of Rs. 10 per share and
Premium of Rs. 50.40 per share) for cash, aggregating to Rs.
17,99,61,80,060.40 to the existing Equity Shareholders of
MSPL on a rights basis, in one or more tranches.

Accordingly, MHL subscribed to the Equity Shares of MSPL
to the full extent of its Rights Entitlement and continues to
hold 60.01% of the paid equity share capital of MSPL.

Restructuring of the Defence Sector
and Incorporation of Mahindra Advanced
Technologies Limited

Mahindra Advanced Technologies Limited ('MATL') was
incorporated on 7^th April 2025 with a vision to be a leading
player in providing integrated, innovative and advanced
technologies in the area of security solutions.

During the year, pursuant to the Share Purchase Agreement
dated 25^th June 2025, MATL has acquired 100% holding in
Mahindra Telephonics Integrated Systems Limited and 88%
holding in Mahindra Emirates Vehicle Armouring FZ LLC,
along with its wholly owned subsidiary, Mahindra Armored
Vehicles Jordan, LLC from Mahindra Defence Systems Limited
('MDSL').

MATL has also acquired 100% holding in MDSL from the
Company in pursuance to another Share Purchase Agreement
dated 25^th June 2025.

Conversion of Compulsorily Convertible
Preference Shares in Mahindra Last Mile
Mobility Limited

International Finance Corporation ('IFC') had invested
Rs. 600 crore in Compulsorily Convertible Preference
Shares ('CCPS') of Mahindra Last Mile Mobility Limited
('MLMML'), a subsidiary of the Company vide Subscription
Agreement executed on 22^nd March 2023. Further, India
Japan Fund ('IJF') had invested Rs. 400 crore in CCPS of
MLMML vide Subscription Agreement executed on 11^th
January 2024.

In furtherance to the above, MLMML in accordance with
the terms and conditions as stipulated in the aforesaid
Agreements, had allotted 15,73,46,332 Equity Shares of
face value of Rs. 10 each, pursuant to the conversion of
60,00,000 - 0.001% CCPS of Face Value Rs. 1,000 each
to IFC and 9,51,69,152 Equity Shares of face value of
Rs. 10 each, pursuant to the conversion of 40,00,000 -

0.001% Series A CCPS of Face Value Rs. 1,000 each to
IJF.

Consequent to the aforesaid allotment of equity shares arising
out of conversion of CCPS, the Company's shareholding in
MLMML has reduced from existing 100% to 78.11% of the
paid-up share capital of MLMML. However, MLMML continues
to be a subsidiary of the Company.

Execution of a Securities Subscription
Agreement and Amended & Restated
Shareholders' Agreement between the
Company, Existing Shareholders and New
Investors of Classic Legends Private Limited

As mentioned in the Annual Report of FY24, the Company
had agreed to invest Rs. 525 crore by way of subscription
to Compulsorily Convertible Preference Shares ('CCPS') and
Equity Shares of Classic Legends Private Limited, a subsidiary
of the Company ('CLPL') and Rs. 350 crore was to be invested
by Existing Shareholders and New Investors in CLPL, in one
or more tranches.

During the year under review, the Company, Existing
Shareholders and New Investors of CLPL completed
investment of Rs. 410 crore in CLPL.

Consequent to the aforesaid allotment of equity shares, the
Company's shareholding in CLPL remained at 60% of the paid-up
share capital of CLPL. However, during the year CLPL allotted
Sweat equity shares to its Director, which led to reduction of
Company's shareholding to 58.37%, as on 31^st March 2026.

Execution of a Share Purchase Agreement
with BT Holdings Limited

The Company entered into a Share Purchase Agreement
('SPA') to acquire 100% of the equity share capital of
Mahindra - BT Investment Company (Mauritius) Limited
('MBTM'). The Company entered into SPA with Mahindra
Overseas Investment Company (Mauritius) Limited and
MBTM, pursuant to which the Company acquired 57% of the
equity share capital of MBTM for an aggregate consideration
of USD 1,42,88,076. Thereafter, the Company entered into
a SPA with BT Holdings Limited and MBTM, pursuant to
which the Company acquired the remaining 43% of the
equity share capital of MBTM for an aggregate consideration
of USD 74,71,546.

Consequent to completion of the aforesaid transaction,
MBTM became a wholly owned subsidiary of the Company.

Execution of the Share Subscription and
Shareholders Agreement with Gelos and
MSPL

During the year under review, the Company has executed the
Share Subscription and Shareholders Agreement ('SSSHA')
with Gelos Solren Private Limited ('Gelos') and Mahindra
Susten Private Limited ('MSPL'), whereby the Company has,
inter alia, agreed to subscribe to equity shares representing
26% of the post-issue Share Capital of Gelos, in one or
more tranches, consequent to which, MSPL's post allotment
shareholding in Gelos will be diluted to 74% from 100%.
MSPL is a subsidiary of Mahindra Holdings Limited, which is a
wholly owned subsidiary of the Company.

Further, in terms of the above SSSHA, during the year under
review, the Company has subscribed to the preferential allotment
of equity shares of Gelos, consequent to which, the Company
holds 26% of the paid-up equity share capital of Gelos.

Mahindra Racing UK Limited

During the year, Mahindra Overseas Investment Company
(Mauritius) Limited ('MOICML'), a wholly owned subsidiary of
the Company acquired the entire stake of Mahindra Racing UK
Limited ('MRUK'), a wholly owned subsidiary of MOICML from
Tech Mahindra London Limited, a wholly owned subsidiary of
Tech Mahindra Limited which is a listed Associate of the Company.

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

Divestment of stake in RBL Bank Limited
('RBL')

As mentioned in the Annual Report of FY24, the Company
had acquired 2,11,43,000 equity shares of RBL constituting
3.53% of the equity share capital of RBL, for a consideration
of Rs. 417 crore. During the year under review, your
Company sold its entire stake in RBL for a consideration of
Rs. 678 crore, representing a 62.5% gain on the investment.

Divestment of stake in Sampo Rosenlew Oy

During the year, the Company sold its entire stake in Sampo
Rosenlew Oy ('SAMPO') based in Finland, to Tera Yatirim
Teknoloji Holding Anonim Sirketi (TERA), for a consideration
of EUR 5 million. Consequent to this, SAMPO ceased to be
a wholly owned subsidiary of the Company. This divestiture
aligns with the Company's focus on opportunities that best
position the Company for long- term success.

SAMPO has contributed meaningfully to the Company and
some of the technologies developed by SAMPO have been
instrumental in building the Company's farm machinery
capabilities. By transitioning its ownership of SAMPO to a
new owner, the Company believes that it will enable SAMPO
to pursue new pathways for innovation and growth building
on its rich heritage and understanding of the Finnish market.

Mitsubishi Agricultural Machinery Company
Limited

During the year, Mitsubishi Agricultural Machinery Company
Limited ('MAM') based in Japan, which is an Associate of the
Company, announced that MAM along with its subsidiaries, will
withdraw from the agricultural machinery business. Further,
MAM also announced that the business which supplies spare
parts for MAM's products and product warranty services,
would continue to operate ('Continuing Business').

With respect to businesses other than the Continuing
Business, MAM plans to dissolve and proceed with liquidation
procedures in accordance with applicable laws. MAM has
continued to incur losses despite multiple structural measures
aimed at restoring profitability. After detailed assessment of
the business' long-term viability and financial sustainability,
MAM has determined that sustaining the business in a stable
manner going forward would be challenging. Post completion
of the liquidation procedures, the Company would not have
to continue funding these losses.

Divestment of stake in CIE Automotive S.A.
('CIE Spain')

During the year, Mahindra Overseas Investment Company
(Mauritius) Limited ('MOICML'), a wholly owned subsidiary of
the Company, has sold part of its stake representing 3.58%
of outstanding shares of CIE Spain for a total consideration of
EUR 119 million. Following the completion of the sale, MOICML
continues to hold 3.58% of outstanding shares of CIE Spain.

Divestment of stake in Blue Planet
Integrated Waste Solutions Private Limited

During the year, the Company exercised the Put Option
under the Share Purchase Agreement and Shareholders
Agreement dated 13^th September 2022 entered into by the
Company with Blue Planet Environmental Solutions Pte.
Ltd. ('BPES') for the sale of its remaining 20% stake in Blue
Planet Integrated Waste Solutions Private Limited ('BPIWSPL')
(formerly known as Blue Planet Integrated Waste Solutions
Limited and previously known as Mahindra Waste to Energy
Solutions Limited).

Accordingly, your Company sold the remaining 60,00,000
equity shares of Rs. 10 each in BPIWSPL, constituting 20%
stake in BPIWSPL to Blue Planet Environmental Solutions India
Private Limited, an affiliate of BPES on 2^nd March 2026. Post
this sale, the Company no longer holds any equity interest in
BPIWSPL.

D. INTERNAL FINANCIAL CONTROLS

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

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

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

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

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

Your Company recognizes that the Internal Financial
Controls cannot provide absolute assurance of achieving

financial, operational and compliance reporting objectives
because of its inherent limitations. Also, projections of
any evaluation of the Internal Financial Controls to future
periods are subject to the risk that the Internal Financial
Controls may become inadequate because of changes
in conditions or that the degree of compliance with the
policies or procedures may deteriorate. Accordingly, regular
audits and review processes ensure that such systems are
reinforced on an ongoing basis.

E.    MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

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

F.    RELATED PARTY TRANSACTIONS

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

As per the process, necessary details for each of the Related
Party Transactions as applicable along with the justification
are provided to the Audit Committee in terms of the
Company's Policy on Materiality of and Dealing with Related
Party Transactions and as required under SEBI Master Circular
dated 30^th January 2026 for compliance with the provisions
of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI LODR Regulations'). The Material
Related Party Transactions approved by the Members of
the Company are also reviewed and recommended by the
Audit Committee to the Members. On quarterly basis, the
Audit Committee of the Company also reviews the actual
transactions for which Omnibus approval has been granted
as per Regulation 23 of the SEBI LODR Regulations and
section 177 of the Companies Act, 2013 ('the Act').

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

During the year, your Company entered into Material Related
Party Transactions as previously approved by the Members
under Regulation 23 of the SEBI LODR Regulations. The
Company also intends to enter into Material Related Party
Transactions for which the approval of Members is being
sought at the ensuing Annual General Meeting of the Company.
Further, there were no material contracts or arrangements
or transactions for the year ended 31^st March 2026 as per
the provisions of the Act and a confirmation to this effect

as required under section 134(3)(h) of the Act is given in
Form AOC-2 as Annexure II, which forms part of this Annual
Report.

The Policy on Materiality of and Dealing with Related
Party Transactions as approved by the Board is uploaded
on the Company's website and can be accessed at the
Web-link:https://www.mahindra.com/Policy-on-Materiality-of-
and-Dealing-with-related-party-transactions.pdf

G. AUDITORSStatutory Auditors and Auditors' Report

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

The Auditors' Report for FY26 is unmodified i.e. it does not
contain any qualification, reservation or adverse remark or
disclaimer.

Secretarial Auditor

Pursuant to Regulation 24A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('SEBI
LODR Regulations') read with provisions of section 204 of
the Companies Act, 2013 and the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, it
is mandated that every listed entity and its material unlisted
subsidiaries undertake a Secretarial Audit.

Further, listed entities are required to submit an Annual
Secretarial Compliance Report, which shall be signed by the
appointed Secretarial Auditor, a peer reviewed firm of Company
Secretaries satisfying the conditions as prescribed by SEBI.

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

Further, the Shareholders of the Company at the
79^th Annual General Meeting held on 31^st July 2025, basis
the recommendation of the Board of Directors, approved the
aforementioned appointment of M/s. Parikh and Associates
as the Secretarial Auditor of the Company.

The Board recognizes the importance of maintaining an
effective compliance framework and adhering to established
standards of Corporate Governance. The firm shall provide
professional inputs on the applicable regulatory requirements
and all relevant laws, rules, and guidelines in accordance with
the provisions governing Secretarial Audit.

Secretarial Audit Report

The Company has annexed to this Board's Report as
Annexure III, a Secretarial Audit Report for the FY26 issued
by M/s. Parikh and Associates, a peer reviewed firm of
Company Secretaries in whole time practice (Certificate of
Practice Number: 6994).

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

Annual Secretarial Compliance Report

As per SEBI Regulations and Circulars / Guidelines issued
thereunder, the Annual Secretarial Compliance Report issued
by M/s. Parikh and Associates, a peer reviewed firm of Company
Secretaries in whole time practice has been submitted to the
Stock Exchanges and is annexed as Annexure IV to this Board's
Report.

Secretarial Audit of Material Unlisted
Indian Subsidiary

There is no Material Unlisted Indian Subsidiary of the Company
as on 31^st March 2026 and as such the requirement under
Regulation 24A of the SEBI LODR Regulations regarding the
Secretarial Audit of Material Unlisted Indian Subsidiary is not
applicable to the Company for the FY26.

Cost Auditors

The Board had appointed M/s. D. C. Dave & Co., Cost
Accountants (Firm Registration Number 000611), as Cost
Auditor for conducting the audit of cost records of the
Company for the FY26.

The Board of Directors of your Company, based on the
recommendations of the Audit Committee, at its Meeting
held on 5^th May 2026 appointed M/s. D. C. Dave & Co., Cost
Accountants (Firm Registration Number 000611), as the Cost
Auditors of the Company for the FY27 under section 148 of
the Companies Act, 2013 ('the Act'). M/s. D. C. Dave & Co.
have confirmed that their appointment is within the limits
of section 141(3)(g) of the Act and have also certified that
they are free from any disqualifications specified under
section 141(3) and proviso to section 148(3) read with
section 141(4) of the Act.

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

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

Cost Records

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

Reporting of Frauds by Auditors

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

H.    PARTICULARS OF LOANS, GUARANTEES,
INVESTMENTS AND SECURITIES

Particulars of the loans given, investment made or
guarantee given or security provided and the purpose
for which the loan or guarantee or security is proposed
to be utilised by the recipient of the loan or guarantee
or security are provided in Note Nos. 8 and 42 to the
Financial Statements.

I.    PUBLIC DEPOSITS AND LOANS / ADVANCES

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

All the deposits from public and Shareholders had already
matured as on 31^st March 2017. Out of these, 5 deposits
aggregating Rs. 0.84 lakh from the public and Shareholders
as on 31^st March 2026 had matured and had not been paid
at the end of the Financial Year as there is a restraining
order from the Hon'ble Court / Tribunal / Statutory Authority.
Since then, no deposits have been claimed.

There was no default in repayment of deposits or payment
of interest thereon during the year under review. There is no
non-compliance with the requirements of Chapter V of the
Companies Act, 2013.

The particulars of loans / advances / investments, etc.,
required to be disclosed pursuant to Para A of Schedule V of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI LODR Regulations') are furnished
separately in this Annual Report.

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

J. EMPLOYEESKey Managerial Personnel (KMP)

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

(a)    Dr. Anish Shah - Group CEO and Managing Director
(Re-appointed with effect from 1^st April 2025 to
31^st March 2030)

(b)    Mr. Rajesh Jejurikar - Executive Director and CEO
(Auto and Farm Sector) (Re-appointed with effect from
1^st April 2025 to 24^th June 2029)

(c)    Mr. Amarjyoti Barua - Group Chief Financial Officer

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

(e)    Ms. Divya Mascarenhas - Interim Company Secretary (with
effect from 2^nd April 2025 upto close of 15^th July 2025)

(f)    Mr. Sailesh Kumar Daga - Company Secretary (with
effect from 16^th July 2025)

Employees' Stock Option and Employees'
Welfare Schemes

During the year under review, based on the recommendation
of the Governance, Nomination and Remuneration Committee
of your Company, the Trustees of Mahindra & Mahindra
Employees' Stock Option Trust have granted Stock Options to
employees under the Mahindra & Mahindra Limited Employees
Stock Option Scheme 2010 ('ESOP Scheme 2010').

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

1.    Mahindra & Mahindra Limited Employees Stock Option
Scheme 2010

2.    M&M Employees Welfare Fund No. 1

3.    M&M Employees Welfare Fund No. 2

4.    M&M Employees Welfare Fund No. 3

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

Information as required under Regulation 14 read with Part
F of Schedule I of the SEBI SBEB Regulations has been
uploaded on the Company's website and can be accessed at
the Web-link:https://www.mahindra.com/Annual-Report-FY26

Particulars of Employees and related
disclosures

The Company had 536 employees who were in receipt of
remuneration of not less than Rs. 1,02,00,000 during the
year ended 31^st March 2026 or not less than Rs. 8,50,000
per month during any part of the year.

Details of employee remuneration as required under
provisions of section 197(12) of the Companies Act, 2013
read with Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 will
be made available during 21 days before the Annual General
Meeting in electronic mode to any Shareholder upon request
sent at agm.inspection@mahindra.com

Disclosures with respect to the remuneration of Directors,
Key Managerial Personnel (KMPs) and employees as required
under section 197(12) of the Companies Act, 2013 read with

Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 are given as Annexure V
to this Report.

Industrial Relations

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

Your Company remains committed to fostering proactive
and employee-centric practices. Various initiatives aimed at
building an engaged workforce with an innovative, productive,
and competitive shop-floor ecosystem have continued to
grow stronger.

Some of the initiatives that are undertaken include, development
of Self-Managed Team, improving Gender diversity on the
shopfloor, Employee of the year, Reward and Recognition
for associates, i4-idea generation program, etc. Furthermore,
mandatory programs on Code of Conduct, Prevention of
Sexual Harassment (POSH), Anti-Bribery and Anti-Corruption
(ABAC), and Human Rights are in place to ensure suitable
behaviour and governance. Rephrased Mahindra Core Values
have been communicated to all associates.

With the objectives of building capabilities, developing
a future-ready workforce, and fostering workplace
togetherness, your Company implements a range of
training and engagement programs. These encompass
various behavioural and functional training courses such
as Total Productive Maintenance, Yashashwini, Behavioural-
based safety, Financial Awareness, and courses on current
and future skills like Robotics, Mechatronics, and Electric
Vehicle Technology. In its ongoing effort to enhance the
employee experience, your Company has been rolling out
multiple digital initiatives for automating Employee Life
Cycle Management and implemented an integrated Contract
Labour Management System (CLMS) to manage punching to
billing for contract labours.

The Mahindra Skill Excellence ('MSE') initiative, aimed at
motivating and enhancing the skills and capabilities of shop
floor associates in crucial areas such as Welding, Painting,
Mechatronics, Vehicle Assembly, Engine Diagnostics, and
CNC Machining, continues robustly across all manufacturing
plants. Associates from 18 plants across the Auto and
Farm Sectors, participated in the MSE competitions during
the year.

In an endeavour to improve quality, reduce cost, ensure
safety and improve productivity, your Company's shop floor
associates managed to generate on an average 12.2 ideas
per person in the FY26.

During the year, significant emphasis was also placed on
health and wellness awareness for employees, in addition
to regular annual medical check-ups and health awareness
activities. Diet food has become a way of life, and the Company
maintains an 'Employee Health Index' at an individual level,
which has proven to be a useful tool in identifying employees
who require focused counselling and monitoring.

Proactive, employee-centric shop floor practices, transparent
communication of business goals, effective concern
resolution mechanisms, and the belief that employees are
the Company's most valuable assets are the cornerstones
of your Company's approach to employee relations. An
'open door policy' and constant dialogue have helped your
Company build trust and harmony, creating a collaborative,
healthy, and productive work environment.

The industrial relations scenario continued to be largely
positive across all manufacturing locations, with Long Term
Wage and Bonus settlements amicably concluded for all
relevant plants. The sustained efforts towards progressive
work culture led to zero production loss in FY26.

Safety, Occupational Health and
Environment

Your Company has a well-defined Safety, Occupational Health
& Environment ('SOH&E') Policy in place. During the year
under review, as part of the ongoing improvement process,
the Company initiated external physical assessments along
with Integrated Management System (IMS) certifications for
its manufacturing plants. These assessments and surveillance /
recertification audits were conducted in line with ISO 9001:2015,
ISO 14001:2015, and ISO 45001:2018 standards.

Management's commitment towards SOH&E is demonstrated
through continuous adoption of relevant regulatory
updates, including recent statutory notifications, and their
seamless integration through digitization on the Mahindra
M-Compliance portal. The Company has implemented various
initiatives with AFS Safety conclave supported by periodic
reviews with senior management.

All applicable Government-notified emission norms were
complied with through revised guidelines, ensuring adherence
to overall health and hygiene parameters. Manufacturing

conditions across locations were periodically monitored and
assessed by authorised external agencies through structured
measurement and evaluation processes.

At manufacturing locations, key awareness and engagement
initiatives such as Road Safety Week, National Safety Day/
Month, Fire Service Week, Energy Conservation Week, and
Sustainability Day were observed during the year.

Training programmes were strengthened through the
introduction of new age learning methods, including Virtual
Reality (VR) based safety training for competency building. VR
enabled dexterity competitions were organised for welding,
sealer, and paint applications. Critical safety attributes were
recognised through a structured Reward and Recognition
programme for employees.

To enhance safety performance, seven major initiatives were
implemented across manufacturing operations, including:

•    Safety Observation Tours (SoT) by senior management.

•    Safe Employee of the Month recognition.

•    Hazard Identification and Risk Assessment (HIRA) for
non-routine activities.

•    Development of audio-visual safety awareness tools.

•    Deployment of AI based CCTV surveillance.

•    New project safety management systems.

•    Digitisation of safety observations.

During the year, 23 Mahindra Life Saving Principles were
deployed at scale across all plants through shop floor
displays, structured training programmes, safety booklets,
and skits involving employees at all levels.

Operational risks were further addressed through the
preparation of Personal Protective Equipment (PPE)
matrices for associates and Self-Motivated Teams (SMTs).
Basic hygiene sensitisation programmes were conducted for
employees, along with Behaviour Based Safety (BBS) training
for contractors. Training programmes on POSH, Human
Rights, Anti-Bribery and Anti-Corruption (ABAC), and Code of
Conduct (CoC) were also covered.

As part of continuous safety, health, and environment
competency building, on the job refresher training
(OJT) was imparted to associates through Abhiyantriki /
Dexterity Training Schools. Special focus was given to
critical operations, including safety and fire safety, through
structured assessments of machinery and equipment.

The Company continued to implement safety best practices
through Safety Observation Tours and monthly theme-based
safety initiatives derived from identified occupational health
and safety (OHS) risks. Health related awareness programmes
were conducted on lifestyle diseases such as diabetes and
hypertension, nutrition, emotional wellbeing, and physical
fitness. Additional initiatives included cancer awareness
programmes, bone health camps, neuropathy and retinopathy
screening camps, super specialty clinics (orthopaedic, urology,
dermatology), mental health projects, stress evaluation
surveys, psychologist sessions, liver fibroscan camps, and
Project #HerWellness for women employees.

Horizontal deployment of learnings, along with Immediate
Corrective Actions (ICA) and Permanent Corrective Actions
(PCA), were undertaken and periodically reviewed by top
management. The Company recorded a reduction in overall
injury rates compared with the previous year. Monthly theme-
based safety drives were well participated and appreciated,
with sector wise Safe Employee of the Month recognitions.

A focused drive to eliminate at risk behaviours was implemented
through Behaviour Based Safety (BBS) initiatives supported
by digitisation. To mitigate fire risk, fire load studies were
conducted. Upgraded fire dousing systems were introduced
to strengthen fire protection and minimise property loss. Fire
safety performance was monitored against revised targets
and reviewed periodically by senior management.

All manufacturing locations have appropriate administrative
control signages displayed at designated operational areas. In
line with the Central Safety Council (CSC) framework of the
Mahindra Group, a Cross Functional Team (CFT) was formed
across locations. During the year, the focus remained on the
coverage of all 23 Mahindra Life Saving Principles through
The Mahindra Safety Way (TMSW) assessments to eliminate
significant risks.

Safety, health, environment, and sustainability awareness was
further promoted during Founders' Day celebrations under the
theme 'Adoption of Sustainable Lifestyles', wherein employees
and their family members were invited to manufacturing
locations to enhance awareness and engagement.

The Company maintained on-site and off-site emergency
and disaster management plans, supported by change
management processes. Gap audits were conducted for risk
evaluation of critical licence and storage areas, audited by
competent authorities. Compliance was ensured through
rigorous third-party audits covering statutory safety,
occupational health, environment, fire safety, electrical safety,

water audits, and FSSAI audits. During the year, noticeable
improvement was achieved in Safety & Health Index scores
through adoption of new initiatives.

Environment and Energy Management

In line with Environmental, Social and Governance (ESG)
practices, the Company implemented multiple initiatives to
minimise environmental impact. Revised ESG targets were
incorporated into the Balanced Scorecard and reviewed
monthly. Initiatives towards carbon footprint reduction,
Zero Waste to Landfill (ZWTL), and continuous monitoring
of ambient air and noise levels were implemented.
Carbon footprint reduction was achieved through energy
conservation initiatives and increased reliance on renewable
energy. Energy cost savings were realised through measures
such as BLDC fans, energy efficient lighting, VFD drives,
motor derating, chiller efficiency improvement, and resource
optimisation.

Water neutrality initiatives were implemented through
water recycling using RO processes, enhancing overall water
balance and contributing to groundwater recharge.

The Company complied with Extended Producer Responsibility
(EPR) requirements as notified by the Central Pollution
Control Board (CPCB) for plastics, tyres, and batteries. Plastic
elimination measures were undertaken by substituting
compostable plastics and recyclable packaging materials.

Employee Health and Well Being

The Company continued its commitment to employee and
contract associate well-being through monthly health
themes and awareness programmes. Initiatives included
general health webinars, ergonomics sessions, nutrition
awareness, food pyramid displays, healthy recipe education,
and Tea Table Talks to maximise employee engagement on
the shop floor.

The Occupational Health Centre (OHC) played a vital role
through regular monthly initiatives covering diabetes and
hypertension management, obesity prevention, nutrition
awareness (Mahindra Master Chef competition), women
wellness programmes, oral and dental screening camps,
blood pressure screening camps, mental health awareness
under Project Hear to Care, and speciality clinics. Pap
smear and breast screening camps, neuropathy and
retinopathy screening camps, and sports initiatives such as
cricket tournaments were organised to promote physical
fitness.

All health and wellness initiatives were periodically reviewed
by senior management. The Mahindra Cricket League for
Men (Season IV) and Women (Season III) was also conducted
to encourage physical fitness. First-aid refresher training
programmes were organised, and ergonomics focused videos
were developed. World Health Day was celebrated through
Body Composition Analysis Camps and specialist consultations.

Environmental awareness was reinforced through celebrations
of World Environment Day, World Earth Day, World Water
Day, World Ozone Day, Energy Conservation Week, and Water
Conservation Week.

Certifications

All plants successfully underwent surveillance audits and
remain certified under ISO 45001:2018 and ISO 14001:2015.
Integrated Management Systems (IMS) are implemented
across all locations. The Company was re-certified for
Zero Waste to Landfill, with a conversion rate of 99% and
above, reaffirming its commitment to sustainable waste
management.

Senior management periodically reviews SOH&E performance.
Continuous focus on new initiatives, stakeholder involvement,
and structured management reviews has enabled the
Company to consistently progress towards excellence in
SOH&E performance.

K. BOARD & COMMITTEESSad Demise of Mr. T.N. Manoharan, Lead
Independent Director of the Company

During the year, Mr. T.N. Manoharan (DIN: 01186248), Lead
Independent Director of the Company ceased to be a Director
of the Company owing to his unfortunate and untimely
demise on 30^th July 2025.

Consequent to his demise, he ceased to be the Lead
Independent Director, Chairman of the Governance,
Nomination and Remuneration Committee, Audit Committee
and Risk Management Committee and Member of the
Strategic Investment Committee of the Board.

Mr. Manoharan was a guide, mentor and a leader who led with
example, conviction and compassion. His strategic foresight,
business acumen and integrity shaped Mahindra Group's
long-term vision and strengthened its institutional values.

His wisdom, integrity and unwavering commitment to good
governance has left an indelible mark on the Mahindra Group.
The Company will miss his care, nurturing and steady hand.

The Company expresses its deep gratitude and acknowledges
the valuable contribution and guidance provided by
Late Mr. T.N. Manoharan.

Lead Independent Director

Ms. Shikha Sharma, Independent Director, Chairperson of
the Governance, Nomination and Remuneration Committee,
Risk Management Committee and Member of the Audit
Committee and Strategic Investment Committee of the
Board was appointed as the Lead Independent Director of
the Company with effect from 6^th October 2025. The role
and responsibilities of the Lead Independent Director are
provided in the Corporate Governance Report forming part
of this Annual Report.

Appointment of Independent and Non¬
Executive Directors

Based on the recommendation of the Governance, Nomination
and Remuneration Committee, the Board of Directors at its
Meeting held on 6^th October 2025, inter alia, considered and
approved the appointment of:

•    Ms. Samina Hamied (DIN: 00027923) as an Additional
Director (Independent and Non-Executive) to hold office
as an Independent Director for a term of 5 consecutive
years commencing from 7^th October 2025 to 6^th October
2030; and

•    Mr. Muthu Raju Paravasa Raju Vijay Kumar
('Mr. M. P. Vijay Kumar') (DIN: 05170323) as an
Additional Director (Independent and Non-Executive)
to hold office as an Independent Director for a term
of 5 consecutive years commencing from 7^th October
2025 to 6^th October 2030.

Further, the Shareholders of the Company through the
Resolutions passed by way of Postal Ballot on 26^th November
2025 approved the appointment of Ms. Samina Hamied and
Mr. M. P. Vijay Kumar as Independent and Non-Executive
Directors of the Company.

Brief Profiles of Ms. Samina Hamied and Mr. M.P. Vijay Kumar
are provided in the Corporate Governance Report forming
part of this Annual Report.

Ms. Samina Hamied and Mr. M.P. Vijay Kumar are not debarred
from holding the office of Director on account of any order
of SEBI or any other such authority.

Re-appointment of Two Independent
Directors for a Second Term

As mentioned in the previous year's Annual Report, the
Board at its Meeting held on 5^th May 2025 had recommended
the re-appointment of Ms. Nisaba Godrej and Mr. Muthiah
Murugappan as Independent Directors for a second term of
5 consecutive years.

Further, at the 79^th Annual General Meeting held on
31^st July 2025, the Shareholders of the Company, basis
the recommendation of the Board of Directors, approved
the following:

•    Re-appointment of Ms. Nisaba Godrej (DIN: 00591503)
as an Independent Director of the Company for a
second term of 5 consecutive years commencing
from 8^th August 2025 to 7^th August 2030 (both days
inclusive); and

•    Re-appointment of Mr. Muthiah Murugappan
(DIN: 07858587) as an Independent Director of the
Company for a second term of 5 consecutive years
commencing from 8^th August 2025 to 7^th August 2030
(both days inclusive).

Independent Directors

The Company has received declarations from all the
Independent Directors of the Company confirming that they
meet the criteria of independence as prescribed both under
the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

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

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

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

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

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

As mentioned in previous Annual Reports:

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

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

Retirement by rotation

Mr. Ranjan Pant and Mr. Sat Pal Bhanoo retire by rotation
and being eligible, offer themselves for re-appointment at
the 80^th Annual General Meeting of the Company scheduled
to be held on 30^th July 2026.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, the Board has carried out an annual
evaluation of its own performance and that of its Committees
as well as performance of all the Directors individually
including Independent Directors, Chairman of the Board,
Group CEO and Managing Director, Executive Director and
CEO (Auto and Farm Sector).

Feedback Mechanism

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

Evaluation of Committees

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

Evaluation of Directors and Board

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

Criteria for Independent Directors

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

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

Criteria for Chairman

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

Criteria for Managing Director and Executive Director

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

Results of Evaluation

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

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

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

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

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

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

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

Based on the outcome of the performance evaluation for
the year under review, certain focus areas were identified.
The Board has agreed on an action plan to further improve
its effectiveness and functioning and to maintain the High
Standards of Governance, Visibility and Interaction in the
coming years.

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

Company Secretary and Compliance Officer

As mentioned in the previous year's Annual Report, the Board
at its Meeting held on 31^st March 2025, noted and approved
the Retirement of Mr. Narayan Shankar, Company Secretary
of the Company with effect from close of 1^st April 2025,
pursuant to him reaching the age of Superannuation and
consequent cessation as Compliance Officer of the Company
under SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ('SEBI LODR Regulations') and also as the
Key Managerial Personnel and Senior Management Personnel
of the Company.

Further, Ms. Divya Mascarenhas was appointed as the
Company Secretary and Compliance Officer under the SEBI
LODR Regulations (in an Interim Capacity), designated as
'Interim Company Secretary and Key Managerial Personnel',
with effect from 2^nd April 2025. She subsequently ceased to
hold office from the close of 15^th July 2025.

During the year, pursuant to the recommendation made
by the Governance, Nomination and Remuneration
Committee, the Board at its Meeting held on 11^th July
2025, approved the appointment of Mr. Sailesh Kumar
Daga (ICSI Membership No. F4164) as the Company
Secretary of the Company and as Compliance Officer under
SEBI LODR Regulations. He has also been designated as
a Key Managerial Personnel and inducted into the Senior
Management Personnel of the Company, with effect from
16^th July 2025.

Policies on Appointment and Remuneration

Your Company has adopted the following Policies:

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

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

Policy (a) mentioned above includes the criteria for
determining qualifications, positive attributes and
independence of a Director, identification of persons who are
qualified to become Directors and who may be appointed in
the Senior Management Team in accordance with the criteria
laid down in the said Policy, succession planning for Directors
and Senior Management, and Policy statement for Talent
Management framework of the Company.

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

Policies mentioned at (a) and (b) above are uploaded on the
Company's website and can be accessed at the Web-link:
https://www.mahindra.com/policies-and-documents

Familiarisation Programme for Independent
Directors / Non-Executive Directors

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

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

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

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

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

Ms. Samina Hamied and Mr. M.P. Vijay Kumar, Independent
Directors appointed during the FY26 participated in a structured
orientation program aimed at enhancing their understanding
of their duties, responsibilities, and governance obligations. The
program provided insights into the organisation's background,
operations, and overall organisational framework, along
with details on the composition and roles of various Board
Committees. The session also addressed Board processes,
governance practices, and the risk management framework
to support the Directors in effectively contributing to the
Board's functioning.

The Company uses a web-based portal i.e. BoardVantage
portal which is accessible to all Directors and includes all
the necessary papers and documents, inter alia, including
Agendas, Minutes, Presentations, etc.

This platform enhances the efficient and effective conduct of
Meetings and provides with accessibility and organisation of
important documents and resources for the Board.

Pursuant to Regulation 25(7) of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('SEBI LODR
Regulations'), the Company imparted various familiarisation
programmes for its Directors including periodic review
of Investments of the Company at Strategic Investment
Committee Meetings, Regulatory updates, Industry Outlook,
Business Strategy at the Board Meetings and changes with
respect to SEBI LODR Regulations, Framework for Related
Party Transactions, etc. at the Audit Committee Meetings,
various Business Entity Risks, etc. at the Risk Management
Committee Meetings, Product Launches and Showcase of
New Vehicles, Session on Geopolitics, etc.

The details as required under Regulations 46 and 62(1A) of
the SEBI LODR Regulations are available on the Company's
website at the web link:https://www.mahindra.com/Annual-
Report-FY26

Directors' Responsibility Statement

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

(a) in the preparation of the annual accounts for the
Financial Year ended 31^st March 2026, the applicable
accounting standards have been followed;

(b)    they had in consultation with Statutory Auditors,
selected accounting policies and applied them
consistently, and made judgments and estimates that
are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at
31^st March 2026 and of the profit of the Company for
the year ended on that date;

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

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

(e)    they have laid down adequate Internal Financial Controls
to be followed by the Company, and such Internal
Financial Controls were operating effectively during the
Financial Year ended 31^st March 2026;

(f)    they had devised proper systems to ensure compliance
with the provisions of all applicable laws and that
such systems were adequate and operating effectively
throughout the Financial Year ended 31^st March 2026.

Board Meetings and Annual General Meeting

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

During the year 1^st April 2025 to 31^st March 2026, nine Board
Meetings were held on: 26^th April 2025, 5^th May 2025, 11^th July
2025, 30^th July 2025, 6^th October 2025, 4^th November 2025,
12^th November 2025, 11^th February 2026 and 31^st March 2026.

The 79^th Annual General Meeting (AGM) of the Company was
held on 31^st July 2025 through Video Conferencing / Other
Audio Visual Means.

Meetings of Independent Directors

Your Company is firmly committed to upholding the highest
standards of governance and places a strong emphasis on
ensuring the independence and objectivity of the Board.

To foster this environment, the Independent Directors of your
Company meet periodically, including prior to the scheduled
Board Meetings without the presence of the Chairman, the
Group CEO and Managing Director, the Executive Director or
other Non-Independent Director(s) or any other Management
Personnel.

As required under Schedule IV of the Companies Act,
2013, these meetings are held without the attendance of
Non-Independent Directors and members of management
and are conducted to facilitate free and open discussion
among the Independent Directors to, inter alia, discuss
matters pertaining to the review of the performance of
Non-Independent Directors and the Board of Directors as
a whole; review the performance of the Chairman of the
Company (taking into account the views of other Executive
and Non-Executive Directors); and assess the quality, quantity,
and timeliness of the flow of information between the
Company's management and the Board, which is necessary
for the Board to effectively and reasonably perform its duties.

During the year under review, 3 Meetings of Independent
Directors were held and were well attended. Upon the conclusion
of the Meetings, the Independent Directors, as deemed
appropriate, communicate any suggestions, views or concerns
to the Chairman or the Group CEO and Managing Director.

Audit Committee

Mr. T. N. Manoharan, Independent Director of the Company
ceased to be the Chairman of the Audit Committee of the
Company owing to his unfortunate and untimely demise on
30^th July 2025. Accordingly, the Board at its Meeting held
on 6^th October 2025, noted the consequent change in Audit
Committee composition and inducted Mr. M. P. Vijay Kumar
as Member and Chairman of the Committee with effect from
7^th October 2025.

The Committee as of 31^st March 2026 comprised of
three Directors viz. Mr. M.P Vijay Kumar (Chairman of the
Committee), Ms. Shikha Sharma and Mr. Muthiah Murugappan.

Post the year end, Ms. Padmasree Warrior and Mr. Ranjan Pant
were inducted as Members and Ms. Shikha Sharma stepped
down from the Committee with effect from 6^th May 2026.

As on 31^st March 2026, all the Members of the Committee
are Independent Directors and possess strong accounting and
financial management knowledge. The Company Secretary of
the Company is the Secretary of the Committee.

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

L. GOVERNANCE
Corporate Governance

Your Company proudly upholds a distinguished legacy of ethical
governance, with many of its practices instituted well before
legal requirements came into effect. This enduring commitment

reflects not only foresight but also an unwavering dedication
to integrity. Transparency remains the cornerstone of every
transaction, and business ethics continue to be prioritized as
fundamental to the Company's identity and success.

Your Company continued to feature in the 'Leadership'
category in the Corporate Governance Scorecard 2025
which is developed by Institutional Investor Advisory Services
India Limited ('IiAS') with support from International Finance
Corporation ('IFC') and BSE Limited ('BSE'). Further, your
Company has been awarded the prestigious 'Golden Peacock
Global Award for Excellence in Corporate Governance' for
the year 2025 (under the Automobile Sector), securing this
honour for the fifth time.

A Report on Corporate Governance along with a Certificate
from the Statutory Auditors of the Company regarding
compliance with the conditions of Corporate Governance as
stipulated under Schedule V of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms part
of this Annual Report.

Compliance Management

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

Ethics Framework

The revised House of Rise in Company's Code of Conduct
('Code') emphasises on how Mahindra's culture is built on strong
values and good behaviours which is seen in the right choices
made and actions taken each day even if no one is watching.

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

The Code of Conduct and all the Company's policies are
uploaded on the Company's website and can be accessed
at the Web-link:https://www.mahindra.com/policies-and-
documents and on the Rise@Work, the Company's intranet
as well as on the mobile app Me-connect.

New joiners are mandatorily required to undertake eLearning
modules on the Code, POSH and ABAC. In addition to this, an
Annual Compliance Declaration Module is mandated for the
employees where the employees provide their affirmation
on clauses of the Code and appropriate disclosure wherever
applicable.

In order to achieve regular reinforcement of the Code and
policies across the Company, the Company has an Ethics
Counsellors community with over 170 Ethics Counsellors.
They are the flag bearers and drivers to enhance awareness
about the policies and procedures, amplify the values which
the Company stands for and facilitate regular conversations
and awareness with their cohorts. The Ethics Counsellors
are trained by subject matter experts (internal/ external)
on ethics and policies throughout the year. During the year,
they have trained more than approximately 4,000 employees
across various geographies on the Code and policies related
to ABAC, G&E, POSH and WB including appropriate real life
case studies (while maintaining confidentiality), examples and
respective disciplinary actions taken. Further, the Company
has driven sensitisation on various aspects of its ethical
policies and procedures vide guidelines, emailers, videos,
standees and posters across locations.

Your Company's Vigil mechanism process is clearly defined for
identifying, investigation and decision making by respective
Group Ethics and Governance Committee ('GEGC') or Business
Ethics and Governance Committee ('BEGC') to appropriately
resolve the violations of applicable Company policy and
relevant law. It is regularly communicated throughout the
Company vide the 'Speak Up campaign'. Overall details
pertaining to such violations is reviewed by the Corporate
Governance Council and the Audit Committee on quarterly
basis which helps in identification of vulnerable areas, policy
development, any review of policies, process improvement,
training and awareness initiatives. The Corporate Governance
Council ensures that the Ethics and Governance framework
is executed effectively. The GEGC and BEGC help to ensure
decisions on substantiated cases are taken in a fair, just and
consistent manner across various functions of that business.

In addition to the laid down processes, the Company has also
strengthened the Data Leakage Protection (DLP) process, to
ensure minimisation of any loss/ leakage and protection of
Company's sensitive/ confidential data.

Vigil Mechanism

The Vigil Mechanism as envisaged in the Companies Act,
2013, read with the Rules prescribed thereunder, and the
SEBI (Listing Obligations and Disclosure Requirements)

Regulations, 2015 is implemented through the Company's
Whistle-Blower Policy.

The Whistle-Blower Policy of your Company is uploaded on
the Company's website and can be accessed at the Web-link:
https://www.mahindra.com/Whistle-blower-Policy.pdf

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

A quarterly report on the whistle-blower complaints, as
received, is placed before the Audit Committee for its review.
All complaints are tracked and monitored on timely basis.

During the year, the Company received 208 whistle-blower
complaints, out of which 165 complaints were investigated,
and appropriate actions were taken and investigations are
underway for the remaining 43 complaints.

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

Your Company believes in providing a safe, non-hostile and
harassment-free work environment at all its workplaces. The
Company has zero tolerance towards sexual harassment at
the workplace. A detailed Prevention of Sexual Harassment
('POSH') Policy is in place as per the requirements of The
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 ('the Act').

The POSH Policy of the Company is available on the
Company's website and can be accessed in the Governance
section at the Web-link:https://www.mahindra.com/policies-
and-documents

The POSH Policy is also available in 8 vernacular languages.
The POSH Policy covers the Company and its subsidiaries,
all employees (permanent, contractual, temporary, trainees)
irrespective of their sexual orientation/ preferences and
all persons associated with/ visiting the Company at
any of its locations. The POSH Policy is gender inclusive
and the framework ensures complete anonymity and
confidentiality.

Internal Complaints Committees ('IC') have been constituted
to timely redress complaints of sexual harassment and the
Company has complied with the provisions relating to the

constitution of IC under the Act. While maintaining the
highest governance norms, IC are constituted for various
locations. As required, majority of the total members of
the IC are women. The external members with requisite
experience in handling such matters are also part of the IC.
The IC is presided over by a senior woman employee in each
committee. Inquiries are conducted and recommendations
are made by the IC at the respective locations. The IC is
updated on judicial trends and trained regularly on the
nuances of the Act.

The details of complaints received, disposed and pending,
during the FY26 are as follows:

All complaints are tracked and monitored on timely basis.

Continuous awareness in this area has been created
through various POSH campaigns reiterating the
Company's commitment to providing a safe workplace to
all its employees. During the year, the Company organised
sensitization and awareness programs vide inductions for
new joiners, e-learning modules for all employees, classroom
trainings and sensitization for employees, trainees, associates
including sending emailers, and posters, etc. Further, virtual
and classroom training sessions were conducted by the
Company's Ethics Counsellors.

Compliance with The Maternity Benefit Act,
1961

The Company is compliant with the applicable provisions of
The Maternity Benefit Act, 1961 and has policies, systems
and processes in place to ensure ongoing compliance.

Risk Management

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

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

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

M. CORPORATE SOCIAL RESPONSIBILITY AND
SUSTAINABILITY

Corporate Social Responsibility (CSR)

Over the years, your Company deepened its commitment
to creating measurable social impact by advancing focused,
scalable and future-ready CSR interventions. Rooted in the
Mahindra Rise philosophy, these efforts go beyond intent,
driving meaningful outcomes across education, livelihoods,
health and the environment, with a clear emphasis on
inclusion and long-term community resilience.

A defining milestone this year has been the launch of a
flagship initiative in maternal and newborn healthcare. This
reflects a strategic expansion of your Company's CSR priorities,
addressing critical gaps in early-life and maternal care, laying
the foundation for healthier families and communities.

The flagship girls' education and skilling program, Project
Nanhi Kali, continues to support thousands of young girls
through 21^st century skills and sports leadership skills training,
enabling them to build confidence, agency and aspirations.

The flagship women's empowerment initiative, Kaabil, is
equipping women with employable skills and pathways to
financial independence, enabling them to participate more
actively in the workforce and contribute meaningfully to
their communities.

Your Company also remains committed to strengthening
India's higher education infrastructure. Through its continued
support to institutions such as Mahindra University, it
is fostering academic excellence, research and industry
collaboration to nurture future-ready talent. Additionally,
merit and need-based scholarships are helping to ensure that
deserving students can pursue higher education irrespective
of their socio-economic backgrounds.

Aligned with the evolving needs of the Automotive Sector
marked by a surge in demand for mobility, youth skilling in these
emerging capabilities has become a key priority. Your Company
supported technical lab infrastructure, and capacity building
for students and faculty across 70 Industrial Training Institutes
(ITIs) this year. These efforts are aimed at bridging the skill gaps
and building a workforce equipped for the future of mobility.

Environmental sustainability continues to be an important
part of your Company's CSR strategy. Through water
conservation initiatives, your Company is working closely
with rural communities to promote sustainable agriculture
practices, enhance water security and encourage responsible
management of natural resources.

Looking ahead, your Company will continue to strengthen its
role as a catalyst for inclusive and sustainable growth. By
strengthening partnerships, aligning with the United Nations
Sustainable Development Goals (SDGs), and deepening
community engagement, your Company remains committed
to building a more equitable India, one where every individual
has the opportunity to Rise. #TogetherWeRise

The impact of some of the flagship CSR initiatives your
Company invested in FY26 is detailed below:

Empowering Girls

Project Nanhi Kali embarked on a new journey since
last academic year, to empower girls from lower-income
backgrounds by supporting them from Grades 6^th to 10^th
through targeted educational and sports initiatives. The
program emphasizes holistic development, by integrating
curricular and extracurricular activities within schools,
enabling girls to transition more seamlessly to higher
education and employment opportunities.

The in-school curriculum, comprising 40 hours of structured
learning, is delivered by highly qualified trainers. Complimenting
this, the after-school sports leadership program is facilitated
by women from the local communities who are trained by
experts. This approach not only creates strong grassroots role
models but also serves as a vital bridge between the project

and on-ground stakeholders. Additionally, Nanhi Kalis receive
a comprehensive kit that includes t-shirts, shoes, socks, a
notebook, pens and a year-long supply of feminine hygiene
materials, ensuring they can attend school with dignity.

Another short-duration initiative, Skill Bridge, focuses on
improving English fluency and enhancing job readiness
among adolescent girls from Grades 9^th to 12^th. In parallel, the
Teacher Training initiative aligned with the National Education
Policy 2020 equips educators to integrate 21^st century skills
into classroom teaching.

In FY26, Project Nanhi Kali supported the education
of 1,94,392 underserved girls. Of these, 1,81,037 girls
participated in the academic interventions during school
hours and sports training programme after school hours in
1,935 schools across 17 districts in 7 states of India.

The Mahindra Group supported 1,00,007 girls of which your
Company supported 55,406 girls. An additional 13,355 girls
were trained under the Skill Bridge program conducted in
6 states. Of these, your Company supported 7,000 girls.
Furthermore, 1,500 school teachers from State of Assam,
were trained under the Teacher Training program, which was
fully supported by your Company. This initiative is expected
to further impact the lives of an additional 78,676 girls.

Over the years, Project Nanhi Kali has significantly improved
school attendance, reduced dropout rates, and enhanced
the learning outcomes of girls. Since its inception, Project
Nanhi Kali has supported the education of over 9,40,000
underprivileged girls.

Empowering Women

Kaabil, a CSR-led pioneering flagship initiative dedicated to
bridging the gap between Skills, Education and Employment.

Kaabil aims to address this gap via a phygital approach
through both in-person and digital interventions.

Since its inception, Kaabil, has skilled more than 1.4 million
women marking a significant milestone leveraging deep
learnings and best practices. In FY26 alone the Company has
trained 4,62,704 women which has been achieved via three
pathways:

Employability Skilling: The Mahindra Group's flagship
employability skilling program imparts 21^st century soft and
life skills to ensure job readiness, including communication,
time management, and business etiquette to navigate and
secure formal employment.

In partnership with over 3,420 institutions and other vocational
centres across 22 States, the training focusses on women in
their final year within government/government-aided colleges,
ITIs, Polytechnic and other diploma courses Pan-India.

In FY26, this initiative supported training of 3,29,423 women,
out of which the Mahindra Group supported 2,65,679
women. Of these, 1,82,118 women were supported through
your Company.

Domain Skilling: This initiative focusses on enhancing
domain acumen through targeted skilling initiatives majorly in
high demand sectors such as apparel, healthcare, automobile,
retail, digital marketing, logistics and equips them with the
required vocational skills to secure jobs in these industries.

In FY26, the Mahindra Group supported training of 22,918
women, of these, 20,708 were supported through your
Company.

Agri Skilling

Regenerative Agriculture: Agriculture-oriented skilling for
women farmers in bio-diversity training through sustainable
agriculture practices (such as regenerative agriculture)
towards soil fertility and productivity. The program focusses
on ensuring food and nutrition security for their families,
increased productivity, income and agency change for small
and marginal women farmers.

Leveraging agricultural land on small plots of land around
their homestead, often referred to as 'Good Food Corners',
this intervention supports women farmers to reduce their
agricultural input costs and enhance their income through
the sale of high-quality crops.

A new intervention introduced this year equips women
farmers (including tribal districts), to establish and manage
small scale nurseries of vegetables, floriculture, horticulture
saplings using organic / regenerative agricultural practices.
This includes the supply of seeds and seedlings, organic
compost and other bio-inputs and facilitation of market
linkages. The project helps deliver an immediate income
stream in the first year itself, through reduced input cost
and enhanced crop productivity.

The program in Rajasthan builds in digital literacy to the
agricultural skills training to empower women's decision¬
making in households towards enhanced incomes and greater
financial autonomy.

This initiative aims to transform conventional labour-intensive
processes and household burdens to boost agricultural -
knowledge, skills, productivity, and incomes and enhance the
role of women in financial decision-making.

This intervention aspires to build a resilient, sustainable
agricultural ecosystem that transforms traditional farming
and uplifts the social and economic fabric of rural communities.

Within the scope of the agri skilling project, the Mahindra
Group supported 1,01,212 women farmers in FY26 in
Andhra Pradesh, Punjab, Uttar Pradesh, Maharashtra and
Rajasthan, of which 97,541 women were supported by your
Company.

Farm Skilling: Under the farm skilling initiative of PRERNA,
your Company supported 9,151 women farmers by training
them in effective farming practices and providing them
with advisory services which include soil health, access to
farm equipment, linkages to Government welfare support
initiatives, resource efficient agriculture methodologies, and
increasing crop productivity.

Digital Integration: In addition to on-ground skills training
and placements, the Company has built a tech-enabled
ecosystem that connects skilled women to verified, hyperlocal
job opportunities - while also building sector awareness and
employability confidence.

Kaabil offers a no-cost, mobile-first digital platform that
enables young women to access AI-powered job matching with
live vacancies aligned to their skills and aspirations.

•    Receive application and interview support, including
Resume building and career counselling.

•    Engage in bitesize learning and skill development via a
dedicated LMS.

•    Apply for jobs, track their progress, and receive updates
in real time.

The platform serves as a linkage between education and
employment, a collaboration between skilling institutions
and employing organisations across several key sectors
and geographies. Kaabil is built as a collective of
organisations working together to unlock women's workforce
participation at scale and contribute to a stronger, more
inclusive economy.

Environment Conservation

Jal Samriddhi (Water conservation) has been a flagship CSR
initiative across the business locations of your Company. The
focus is on capacity building of farmers and communities in
creating/rejuvenating water harvesting structures for water
conservation, soil erosion prevention, improving soil health,
and crop diversification. These efforts increased water
harvesting potential for irrigation and drinking by positively
impacting surface and ground water levels.

In FY26, under Jal Samriddhi project, your Company
undertook creation and renovation of 853 water harvesting
structures resulting in 6,010 lakh litres of water harvesting
potential and an increase in irrigation potential across
3,793 hectares. More than 9,000 hectares was covered
under water management initiatives, and more than 53,862
farmers and community members have benefited through
water conservation. This includes a collaborative project
undertaken with NABARD in Igatpuri (Maharashtra) aimed to
ensure water security. In total, under Jal Samriddhi, over 150
villages were covered across 8 states.

Mahindra CSR Hospital Project (Maternity and

Newborn Care)

Your Company undertook a flagship Mahindra CSR Hospital
Project (Maternity and Newborn Care), with an objective
to strengthen maternity and newborn care in multiple
hospitals pan India by extending critical medical equipment/
infrastructure support. The project's target audience is
expecting/new mothers, newborns and children up to 5 years
of age. Under this project, 16 hospitals were partnered across
12 cities in 9 States/UTs. These hospitals will offer access
to quality maternity and newborn care related services and
treatment to the needy patients.

Employee Volunteering

Employee volunteering remains a cornerstone of your
Company's CSR initiatives. Through structured and self¬
driven platforms Employee Social Options (Esops) and
MySeva, employees actively supported a wide range of social
causes. These initiatives included blood donation camps, tree
plantation drives, cleanliness campaigns, health check-up
camps, engagement with Government schools, and other
community-focused activities.

During the year under review, employees of the Mahindra
Group collectively contributed 3,49,528 person-hours
through the Esops platform (company-led initiatives)
and 1,27,177 person-hours through MySeva (individual
volunteering efforts). Of these, employees of your Company
contributed a total of 1,08,391.50 person-hours towards
various social initiatives, comprising 1,08,346.5 person-hours
through ESOPS and 45 person-hours through MySeva.

The fourth edition of Mahindra Volunteering Day was
successfully organized on 5^th December 2025, witnessing
participation from 34,401 volunteers who collectively
contributed 74,878 person-hours across diverse activities.

During the year under review, your Company was
honoured to receive the following awards in recognition
of its contributions to Society, further motivating the
Company to continue serving the communities:

1.    ET Now Champions of CSR Award for outstanding
contribution (December 2025).

2.    Golden Peacock Award for Corporate Social Responsibility
(February 2026).

3.    SIAM CSR Award in Road Safety and Education Category
(February 2026).

4.    SIAM CSR Award 2026 in Skill Development and
Employability Category (February 2026).

5.    The Brandon Hall Silver Award for Best Corporate
Outreach to Promote DEI and Belonging in Communities
Category to Mahindra ITI Auto Skills (September 2025).

6.    Rotary National CSR Award 2025 - Jal Samriddhi
(Environment Protection) in Mega Category (Western
Region) (January 2025).

7.    ITOTY AWARD for Best CSR Initiative for Farmers Project
Paani to Swaraj Division (July 2025).

8.    ITOTY-2025- Best CSR initiative for Farmers (Zaheerabad,
Nagpur, and Jaipur) (July 2025).

9.    bVokal CSR Awards for Pankh Category for Expanding
Horizons of Impact to North-East to Auto Sales Team
(AD S&CO) (August 2025).

10.    bVokal CSR Award for 'Samarpan' Category for
Volunteering Initiatives to Zaheerabad (Auto and Farm
Division) (August 2025).

CSR Policy

The Corporate Social Responsibility Committee had formulated
and recommended to the Board, a Corporate Social
Responsibility Policy ('CSR Policy') which was subsequently
adopted by it and is being implemented by the Company.
The CSR Policy including a brief overview of the projects
or programs undertaken by the Company is uploaded
on the Company's website and can be accessed at the
Web-link: https://www.mahindra.com/CSRPolicy.pdf

CSR Committee

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

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

During the year under review, your Company spent
Rs. 2,10,56,49,392.7 on CSR activities (including
administrative overheads of Rs. 7,91,71,085.7 incurred
during the FY26 within the permissible limit of 5% of the
total CSR expenditure of the Company for the FY26 and
including Impact Assessment Cost of Rs. 43,22,340.0 within
permissible limit of 2% of the total CSR expenditure of the
company for FY26) and additionally Rs. 9,57,64,446.0 has
been allocated towards Mahindra CSR Hospitals - ongoing
project unspent CSR account.

The amount equal to 2% of the average net profit for
the past three financial years required to be spent on
CSR activities was Rs. 2,19,72,20,915.0. The Board has
considered the Impact Assessment Reports at its Meeting
held on 5^th May 2026. The detailed Annual Report on the
CSR activities undertaken by your Company in the FY26
along with the Executive Summary for Impact Assessment
Reports of the applicable projects, is annexed herewith as
Annexure VI.

The complete Impact Assessment Reports of the applicable
projects can be accessed at the Web-link:https://www.
mahindra.com/Annual-Report-FY26

Sustainability

Sustainability remains central to the Company's long-term
vision with continued emphasis on embedding it into core
business strategy. In FY26, the Company released its 18^th
Sustainability Report, externally assured by DNV Business
Assurance India Private Limited and prepared in line with
the Global Reporting Initiative (GRI) standards. Guided
by the 'Planet Positive' framework, Mahindra businesses
are advancing across three pillars - greening operations,
decarbonising industry, and rejuvenating nature. Under
greening operations, efforts include expanding renewable
energy use, enhancing energy efficiency, strengthening
water stewardship, and embedding circularity to reduce
material use, reduce waste and make use of low emissions,
recycled & recyclable material. In decarbonising industry,
the Company is driving transition to electric vehicles and

alternate fuels besides offering other green products and
services via it's many subsidiary companies, engaging deeply
with the supplier ecosystem to reduce overall value chain
environmental impact, and taking measures in line with EPR
(Extended Producer Responsibility) regulations impacting
internal business (end of life vehicle recycling) and value
chain (tyres, glass, etc.). Beyond industry boundaries,
initiatives under rejuvenating nature focus on supporting
farmers on sustainable farming to be more climate resilient,
biodiversity protection, and restoration through business and
CSR programs.

Additionally, the Group is also acting beyond carbon mitigation
by initiating climate adaptation projects focused on key
themes (heat stress and workforce productivity, regenerative
agricultural practices including climate-resilient seeds, drip
irrigation, etc.). All Group Companies have plans aligned with
the 'Planet Positive' framework coordinated by the Group
Sustainability Office and with reviews by the Group CEO and
Managing Director.

The Company continues to lead in ESG reporting and
disclosure with high ESG ratings across global and domestic
ESG ratings including Dow Jones Sustainability Index (DJSI),
Carbon Disclosure Project (CDP), Morgan Stanley Capital
International (MSCI), etc. Advocacy for climate action remains
a priority with active engagement at national and international
forums alongside industry associations, Governments, and
global climate organisations. Beyond advocacy, the Group
believes in collaboration with external climate ecosystem to
drive change.

To this end, the Company has partnered with various
stakeholders (corporates, Government organizations,
associations, etc.) on thought leadership initiatives addressing
current climate issues. The Group is committed to Science
Based Targets in alignment with the Paris Agreement
and aims to achieve carbon neutrality by 2040 or earlier.
Sustainability performance for FY26 will be detailed in the
forthcoming Group Sustainability Report.

The Company was also recognised for its leadership in
sustainability, during the year under review:

• The Company has secured an Industry Leadership position
in the DJSI World Index 2025. The Company has emerged
as the global leader in the Automobile industry with a
performance placing the Company within 1% of the top¬
scoring company in this Industry. Similarly, Tech Mahindra
Limited has scored a top 1% place in the IT Sector.

•    Included as part of World Economic Forum's global
strategic advisory body on sustainability (12 companies
globally out of more than 200 large MNCs in WEF).

•    CDP 'A' rating (highest) in climate for Group Companies
- the Company and Tech Mahindra Limited (Top 5%
globally).

•    Recognized in TIME's list of 'World's Most Sustainable
Companies list' with Tech Mahindra Limited and your
Company ranked 2^nd and 3^rd respectively amongst the
12 Indian companies featured on the list.

•    Globescan recognised Mahindra Group as one of the
Champions of Sustainability in APAC (1/7 companies),
highlighting the Company's success in aligning
sustainability with core business.

The Company continues to drive climate action across areas,
both internally and in the ecosystem.

Business Responsibility and Sustainability
Report

In terms of Regulation 34 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ('SEBI
LODR Regulations'), the Top 1,000 listed entities based on
market capitalization shall submit a Business Responsibility
and Sustainability Report ('BRSR') in the format as specified
and updated by SEBI.

SEBI has further identified a focused subset of the BRSR
framework, referred to as BRSR Core. The top 250 listed
entities are mandatorily required to undertake assessment
or assurance of the BRSR Core parameters for the reporting
period FY26.

The Company has prepared its BRSR for the FY26, in
accordance with the format as prescribed by SEBI vide
its Master Circular dated 30^th January 2026 (including
amendments thereto) along with the Industry Standards
on BRSR Core as prescribed by SEBI dated 20^th December
2024.

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

The BRSR of your Company along with the Independent
Assurance Statement on the BRSR Core Key Performance
Indicators (KPIs) for the FY26 forms part of this Annual
Report as required under Regulation 34(2)(f) of the SEBI
LODR Regulations.

Your Company firmly believes that sustainable and
inclusive growth is achievable by integrating environmental
stewardship and social responsibility with economic
performance. Your Company is dedicated to setting
ambitious sustainability targets while enhancing economic
performance to ensure both business continuity and
rapid growth. Your Company is committed to leveraging
'Alternative Thinking' as a strategic approach to build
competitive advantage in achieving high shareholder
returns through customer centricity, innovation, good
governance and inclusive human development while being
sensitive to the environment.

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

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

N. SECRETARIAL
Share Capital

During the year under review, the Authorised Share Capital
of the Company stood at Rs. 15,459.5 crore divided into

27.86.90.00. 000 Ordinary (Equity) Shares of Rs. 5 each
and 25,00,000 Unclassified shares of Rs. 100 each and

150.00. 00.000 Preference Shares of Rs. 10 each.

The issued, subscribed and paid-up Share Capital of
the Company stood at Rs. 621.77 crore divided into
124,35,28,831 Ordinary (Equity) shares of Rs. 5 each. There
was no change in the issued, subscribed and paid-up Share
Capital of the Company during the year under review.

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

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

Annual Return

Pursuant to section 134(3)(a) and section 92(3) of the
Companies Act, 2013 read with Rule 12 of the Companies
(Management and Administration) Rules, 2014, a copy of
the Annual Return is placed on the Company's website and
can be accessed at the Web-linkhttps://www.mahindra.com/
Annual-Report-FY26

0.    POLICIES

The details of the Key Policies adopted by the Company are
mentioned as Annexure VIII and forms part of this Report.

P.    PROCEEDINGS UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016

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

Q.    GENERAL

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

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

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

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

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

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

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

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

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

For and on behalf of the Board

ANAND G. MAHINDRA

Chairman
DIN: 00004695

Mumbai, 5^th May 2026